DX (Group) plc
Annual Report and Accounts 2015
DX (Group) plc Annual Report and Accounts 2015
DELIVERED
EXACTLY
TM PROVIDING
SHAREHOLDER
VALUE
CUSTOMERS
COST AND
PRODUCTIVITY
CORE 
MARKETS
CASH
COLLEAGUES
STRATEGIC REPORT
DX is a leading independent parcel, mail and 
logistics services company operating throughout 
the UK and Ireland. 
DX offers quality service, high security and an 
unrivalled range of services, providing proven 
next day and 2-Man deliveries to business and 
residential addresses nationwide.
WHO WE ARE
CONTENTS
STRATEGIC REPORT
1 Highlights
2 At a glance 
4 Chairman’s Statement
6 Our business model
7 The market
8 Chief Executive Officer’s Review
12 Strategy
13 Key performance indicators
14 Chief Financial Officer’s Review
20 Corporate responsibility
24 Principal risks and uncertainties
GOVERNANCE REPORT
26 Board of Directors
27 Executive team
28  Chairman’s introduction to 
corporate governance
29 Governance Report
31 Audit Committee Report
32 Nomination Committee Report
33 Directors’ Remuneration Report
37 Directors’ Report
FINANCIAL STATEMENTS
40 Independent Auditor’s Report
41  Consolidated statement of 
comprehensive income
42  Consolidated statement of  
financial position
43  Company statement of 
financial position
44  Consolidated statement of  
changes in equity
45  Company statement of  
changes in equity
46 Consolidated statement of cash flows
47 Notes to the financial statements
AT A GLANCE
p2–3
FINANCIAL STATEMENTS
p41–64
BOARD OF DIRECTORS
p26
CHIEF EXECUTIVE OFFICER’S REVIEW
p8–11
CHIEF FINANCIAL OFFICER’S REVIEW
p14–19
OUR BUSINESS MODEL
p6
CHAIRMAN’S STATEMENT
p4–5
CASE STUDY:  WIGGLE p8–9 
MWUK p10–11
CASE STUDY: CIBT UK p14–15
All models used in this report are DX 
colleagues. We thank them for their time. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
1
HIGHLIGHTS
DX made progress in the execution of its OneDX  
integration and development plan whilst maintaining  
strong service delivery.
£297.5m
 (2014: £304.2m)
6.0p
 (2014: 2.0p
1
)
DIVIDEND PER SHARE
10.9p
 (2014: 10.7p)
ADJUSTED EARNINGS PER SHARE
£33.7m
 (2014: £33.7m)
UNDERLYING EBITDA
£26.7m
 (2014: £27.7m)
ADJUSTED PBT
£1.8m
 (2014: £12.2m)
NET DEBT
FINANCIAL
 – Revenues from ongoing activities of £297.5m  
(2014: £304.2m)
• progress with new customer wins offsetting 
programme to exit commercially unattractive 
contracts
 – Underlying EBITDA steady at £33.7m (2014: £33.7m)
 – Adjusted PBT of £26.7m (2014: £27.7m) / Statutory 
PBT of £24.8m (2014: loss of £55.7m)
 – Strong cash generation from operating activities of 
£27.7m (2014: £23.8m)
 – Significant capital expenditure of £9.9m  
(2014: £8.7m) – to support OneDX programme
 – Net debt reduced to £1.8m at year end  
(2014: £12.2m)
 – Adjusted EPS of 10.9p (2014: 10.7p) / Statutory EPS 
of 9.9p (2014: loss of 70.2p)
 – Proposed final dividend of 4p, taking the total for 
the year to 6p (2014: 2.0p
1
)
OPERATIONAL
 – Continued progress with OneDX programme
• all trading entities integrated under one 
company structure
• operational management brought under a single 
reporting structure
• one brand and sales proposition
• key functions centralised, including sales, 
operations, customer services, finance, HR and IT
• ongoing network consolidation and development
 – Acquisition of certain assets from City Link 
(in administration) and purchase of a 49.8% 
shareholding in Gnewt Cargo, a zero-emissions 
logistics company 
 – Ongoing IT investment to enhance service levels 
 – Proposed development of a major new hub – 
44-acre site in the West Midlands acquired, subject 
to planning consent
 – Board confident of strategy to deliver 
long-term growth
FOR MORE INFORMATION SEE 
CHIEF FINANCIAL OFFICER’S 
REVIEW p14–19 
ONGOING REVENUE
1 Full year equivalent of 6p per 
share in 2014. 2
REVENUE BREAKDOWN %
51.8%
39.1%
9.1%
Parcels and freight – 51.8%
Mail and packets – 39.1%
Logistics – 9.1%
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
DX offers a broad range of delivery services 
to fit almost any business need. We take a 
partnership approach with our customers 
enabling us to develop products and solutions 
that offer real competitive advantage.
AT A GLANCE
 PARCELS AND FREIGHT
SERVICES
DX 1-MAN
Next-day delivery of large and awkward items up to 
6m long, unsuitable for standard parcel carriers. 
 – Range of freight from parcels to pallets with access to 
international destinations
 – Pre-9.30am, pre-12pm and end-of-day delivery options
 – Specialist handling equipment on board to protect 
customer items
 – Approximately two-thirds of deliveries are for the B2B 
market but the expansion in online shopping trends is 
significantly increasing the B2C market
DX COURIER 
A fully tracked next day courier service, specialising in the 
delivery of packets, parcels and pouches to business locations.
 – Primarily to branch networks, high streets, industrial areas 
and government premises
 – Pre-9am, pre-12pm and end-of-day delivery options
 – Specialist deliveries for pharmaceutical, optical, retail and 
gambling sectors
DX 2-MAN
Residential delivery of large items, weighing up to 150kg.
 – Web booking tool which allows the delivery date and  
room of choice to be selected at point of order
 – Email, text and call centre pre-advice and booking systems
 – Additional options include premium service, assembly and 
wet fits for white goods
 MAIL AND PACKETS
SERVICES
DX EXCHANGE
Private members’ B2B mail and parcel delivery network.
 – Over 4,200 exchanges across the UK and Ireland 
containing over 18,000 customer boxes
 – Primarily in legal, financial and public sectors, also used 
as a site-to-site internal mail network
 – Additional tracked mail services and tracked specimen 
deliveries for the health sector
 – eDX allows users to send and share encrypted digital 
documents and emails
DX SECURE
 – Secure courier delivery with 100% audit trail
 – Pre-1pm, end-of-day and three-day delivery options
 – Photographic and GPS evidence of delivery, with 
signature capture
 – Online system to track items and book redeliveries
DX MAIL
 – Low cost, second class mail alternative
 – Downstream access for small and large volume users
 – Online ordering system
 – Primarily for finance, insurance, optical and retail sectors STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
3
 LOGISTICS
SERVICES
DX LOGISTICS
 – Provides the full range of delivery solutions from basic 
warehousing, stock management (including pick and 
pack) and delivery
 – Bespoke and flexible delivery operations
 – Provision of customer-liveried vehicles and 
uniformed personnel
• Full fleet management solutions
• Integration with customers’ business operations
DX KEY LOCATIONS
LOCATIONS IN THE UK AND IRELAND
70+ 2,800+
OVER 70 LOCATIONS ACROSS THE UK 
AND IRELAND OVER 2,800 VEHICLES IN OUR FLEET
LOCATIONS KEY
 Service centres
 Hubs
98.5%
ON TIME COLLECTION/DELIVERY SLA 4
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
CHAIRMAN’S STATEMENT
I am pleased to report DX’s trading 
results for the year to 30 June 2015.
In a difficult trading environment, 
the group’s financial results show a 
satisfactory performance. Revenues from 
ongoing activities totalled £297.5 million 
for the year (2014: £304.2 million from 
ongoing activities and £7.8 million from 
activities ceased during 2014). The 2% 
net decline in ongoing revenue masks 
progress with new customer wins, 
which largely offset our contract review 
programme, where we have reviewed 
and exited from business not providing 
acceptable returns.
Earnings before interest, tax, depreciation 
and amortisation (‘EBITDA’) from ongoing 
activities of £33.7 million was consistent 
with the prior year (2014: £33.7 million 
from ongoing activities and £0.7 million 
from ceased activities). Cash generation 
remained strong and DX closed the year 
with net debt of £1.8 million (2014: £12.2 
million), an 85% reduction in net debt 
against the corresponding date last year. 
The group’s strong cash flows support our 
significant investment plans for the 
business as well as our progressive 
dividend objective.
It should be noted that the comparative 
results for the prior year include eight 
months when DX was under private 
equity ownership and only four months 
as an AIM-quoted company with a 
recapitalised balance sheet.
DIVIDEND
The Board is pleased to propose the 
payment of a final dividend of 4p per 
share (2014: 2p per share). This, together 
with the interim dividend of 2p per share, 
paid on 27 March 2015, takes the total 
dividend for the year to 6p per share 
(2014: 2p per share in respect of the four 
month period post AIM admission).
The final dividend, which is subject to 
shareholder approval, will be paid on 
16 November 2015 to shareholders 
on the register on 9 October 2015.
A BUSINESS IN TRANSITION
As previously stated, DX is a business 
in transition as we execute our OneDX 
integration and development plan. 
Under this major initiative, we are 
putting in place solid foundations for 
future growth. Our OneDX plan is bringing 
all our operations together onto a single 
enhanced operating platform, with the 
latest technology driving systems and 
processes throughout the business. This 
far-reaching programme includes the 
phased implementation of a new routing 
and scheduling system across our 
operations and the rationalisation and 
development of our site network. Our 
goal is to deliver strong customer service 
benefits and generate efficiencies. 
We made steady progress over the  
year in the execution of our OneDX 
programme. 
Our plans to develop a major new UK 
distribution hub took a significant step 
forward in May when we announced the 
proposed purchase of a 44-acre site in 
the West Midlands. As we reported, the 
site purchase is conditional on planning 
consent and we estimate net capital 
expenditure of approximately £35 million 
for the project, comprising the site 
acquisition, development and fit-out 
costs less proceeds from the sale of 
existing freeholds.
Our OneDX strategy remains a key focus 
for the group and we anticipate similar 
levels of capital expenditure in the new 
financial year, as well as additional 
investment for the proposed new hub. 
We will continue to lay the foundations  
to support DX’s long-term success, whilst 
also continuing to manage DX Exchange, 
our bespoke secure document handling 
business which is exposed to 
e-substitution.
BOB HOLT | CHAIRMAN
Financial results show a 
satisfactory performance 
whilst the OneDX integration 
and development plan 
is implemented. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
5
OUR PEOPLE
Our colleagues have shown tremendous 
dedication and commitment to our 
customers and to the group and their 
hard work and passion helps to drive  
the company’s success. On behalf of  
the Board, I would like to acknowledge 
everyone’s contribution and to thank all 
our colleagues whose efforts are greatly 
appreciated.
OUTLOOK
We are establishing firm foundations for 
DX’s long-term growth under our OneDX 
programme and this will remain a major 
focus over the new financial year. As we 
move through the programme, we expect 
to see efficiency gains as well as capacity 
and service benefits. At the same time, 
we are working on initiatives to enhance 
the services we provide our customers. 
Our aim is to expand within those areas 
where we have strong differentiation, 
including highly secure deliveries, 2-Man 
and larger, heavier, more awkward 
to handle consignments (irregular 
dimension and weight (‘IDW’) items). 
We remain confident of further progress 
as we continue to deliver on the group’s 
corporate strategy. 
BOB HOLT
CHAIRMAN
OUR KEY STRENGTHS
  C US T O M E R C A R E
Customer service remains our priority 
and we continually aim to meet and 
exceed our customers’ expectations. 
In particular, our leadership team seeks 
to develop close customer relationships 
so that we can respond and adapt to 
changing customer needs. 
   H I G H S E C U R I T Y
We specialise in the delivery of high value 
items, including passports, jewellery, 
bank cards and medical supplies. This 
service is carried out by our stringently 
vetted personnel and our secure trunking 
vehicles have been fitted with tracking 
devices and other security innovations.
   P R O V E N N E X T 
DAY AND TIME-
SENSITIVE 
DELIVERIES 
We provide next day delivery of any 
item large or small, from an important 
document to a bicycle. We have a 98.5% 
on time collection and delivery SLA.
   
RANGE OF SERVICES 
We offer the UK’s most comprehensive 
range of services. These span the 
delivery of next day mail, Downstream 
access mail services, secure tracked 
parcels, the delivery of larger items 
(irregular dimension and weight) and 
heavier items requiring a 2-Man delivery.
 
 I N V E S T M EN T A N D 
INNOVATION 
We are investing in the business for 
sustainable long-term growth. Our high 
level of capital investment, particularly 
in IT and our network, will enable us to 
improve the customer experience and 
build market advantage.  6
PROVIDING
SHAREHOLDER
VALUE
CUSTOMERS
COST AND
PRODUCTIVITY
CORE 
MARKETS
CASH
COLLEAGUES
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
DX provides parcel, mail and 
logistics services underpinned 
by a strong focus on customer 
service. The company’s 
breadth of offering is 
unrivalled and it specialises  
in deliveries which are time-
sensitive, valuable or heavier 
and/ or more awkward to 
handle (irregular dimension 
and weight items ). Customers 
are predominantly B2B. 
OUR BUSINESS MODEL AND THE ‘FIVE Cs’
DX operates from more than 70 locations 
and operates over 2,800 vehicles, 
comprising some 2,300 collection  
and delivery vehicles and 500 hub  
and trunking vehicles. 
DX creates value through focusing on the 
‘Five Cs’:
CUSTOMERS
We aim to provide: 
 – high customer service quality across 
all our markets
 – solutions which offer our customers 
competitive advantage
 – new options to give our customers 
convenience and flexibility
COST AND PRODUCTIVITY
We focus on:
 – controlling our costs to remain 
competitive
 – improving productivity across 
the company, focusing on IT, 
operations, property and finance
 – providing our customers with the best 
value for services they have selected
CORE MARKETS
We intend to grow our market share in: 
 – B2B and B2C parcels and mail 
services, including time-sensitive 
and critical deliveries
 – daily delivery to a defined network of 
locations closely matching our 
operational structure for both the B2B 
and B2C markets
 – larger deliveries in the 1-Man and 2-Man 
irregular dimension and weight markets
CASH
We target:
 – effective cash management
 – EBITDA growth
 – investment in areas critical to 
customer service, including training 
and development, IT, equipment 
and facilities
COLLEAGUES 
We believe in:
 – incentivising our colleagues to deliver 
superior customer service and 
rewarding them for a job well done
 – attracting new talent and promoting 
existing talent through training 
and professional development
 – creating a culture which encourages 
pride in our work STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
7
DX is investing to capitalise 
on the changing marketplace.
THE MARKET
PARCELS MARKET
The UK parcels delivery market – 
consisting of B2B (business-to-business), 
B2C (business-to-consumer) and C2X 
(consumer-to-business-or-consumer) – is 
expected to see volume growth over the 
medium term, with growth estimated to 
be in mid-to-low single digit percentages. 
This volume growth is being driven in 
particular by the rise in B2C transactions, 
reflecting the growing popularity of online 
retailing. The carrier with the largest 
market share in the UK is estimated to 
hold 35% by revenue, with the remainder 
being highly fragmented. DX’s market 
share is estimated at approximately 2% 
and is well placed to grow.
Within parcels DX has greatest exposure 
to the B2B segment (67% of total 
revenues). This segment represents 
approximately 51%
1
 of the UK parcel 
delivery market and it typically tracks 
GDP growth.
The B2C segment accounts for 
approximately 39%
1
 of the UK parcel 
delivery market and has also seen 
the most intense price competition, 
particularly in courier deliveries for lighter 
items. The B2C market as a whole is 
continuing to evolve and change as 
consumers continue to embrace online 
shopping. One feature of that change is 
the increasing purchase online of larger 
items, including white and brown goods. 
‘Click and Collect’ services (for goods 
ordered online but collected from a 
retailer’s store) and collection from 
an alternative location, such as retail 
outlets and locker banks, are growing 
strongly, with some forecasters estimating 
that collection in stores or from lockers will 
overtake home delivery. These trends 
illustrate consumer demand for greater 
convenience, flexibility and speed which 
is also driving other innovations such as 
real-time updates for deliveries. 
DX is working closely with its strategic 
retail and e-tail (selling via the internet) 
customers to develop solutions and 
strategies that will help them resolve 
their delivery issues. The drive for greater 
transparency over deliveries is intensifying 
and the company is constantly working 
hard to improve its service levels, enabling 
its customers to do so as well. In particular, 
DX is developing data strategies with 
customers which will help to achieve 
greater control over deliveries and in 
so doing give both the retailer and the 
consumer a better customer experience. 
DX has also developed text and email 
booking systems to keep customers 
updated on the progress of deliveries. 
A recent innovation is DX2Me, which 
enables a customer to see the real time 
progress of a delivery on a map, together 
with the estimated time of arrival. DX 
has further developments in train to drive 
more innovations in the delivery cycle, 
from the collection point through to the 
final delivery, in order to yield further 
benefits to both DX customers and the 
end consumer.
DX has a strong offering in both the B2B 
and B2C markets, with wide range of 
delivery services backed by high customer 
service levels. In particular, DX is focusing 
on building its market share in express 
deliveries, secure services for valuable 
items and the movement of heavier, 
bulkier items (irregular weight and 
dimension (‘IDW’) items), including those 
requiring 2-Man deliveries. 
MAIL MARKET
The structural decline in mail volumes  
is well-documented, with B2B and B2C 
mail communication transferring to 
electronic communication (otherwise 
known as ‘e-substitution’). The rates  
of decline vary across letter type, for 
instance transactional items (such as bank 
statements and utility bills), direct mail, 
publishing (newspapers and magazines) 
and social mail (including personal 
correspondence). The expected rate of 
decline is some 5% per annum over the 
foreseeable future. 
Overall, the Directors believe 
that this decline can be offset by 
increased volumes in the parcels 
market. DX’s bespoke B2B mail 
service, DX Exchange, is exposed 
to the e-substitution trend and 
while continuing attrition is expected, 
this service remains a highly 
differentiated offering, providing 
valuable customer service. 
1 Source: Apex Insights Limited, 2015. 8
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
CHIEF EXECUTIVE OFFICER’S REVIEW
We have continued to make steady 
progress with our OneDX programme 
over the year.
This substantial and ongoing investment 
across the business supports our aim of 
providing enhanced delivery solutions to 
our customers. It is also creating a more 
efficient operating structure to underpin 
our offering, based on a market-leading 
range of services, value and high 
customer service levels. 
The major proportion of our £9.9 million 
of capital investment in the business over 
the year was in technology. It included 
the first phase of the roll-out of a new 
routing and scheduling system. 
Two of DX’s three operating networks  
now use a common software platform  
as well as uniform handheld scanners.  
This will enable an enhanced service to 
our customers and significant efficiencies 
as it facilitates the switching of shipments 
between networks. Property is another 
key area of investment and part of the 
ongoing optimisation of our site network. 
Over the year we have continued with our 
co-location plans, consolidating sites onto 
better and larger units. The proposed 
development of a 44-acre site announced 
in May will significantly accelerate our 
network development plans.
Our new investment in Gnewt Cargo 
Limited (‘Gnewt’), the emission-free 
delivery services provider, is progressing 
well. We are now assisting in the 
business’s expansion outside its existing 
London base into a second city location, 
with plans in place for further steady 
geographic expansion.
Trading conditions in the second half 
remained challenging and given these 
tough conditions the performance of the 
business for the year has been satisfactory. 
While we added approximately £20 million 
of new business (on an annualised basis), 
focusing on customers who value high 
levels of service, there was a 2.2% 
reduction in revenues from ongoing 
activities. This reduction reflected our 
contract review programme, set in place 
to ensure that all contracts deliver an 
acceptable return. We continue to 
focus on margin enhancement which 
should come through as we progress 
our OneDX programme.
PETAR CVETKOVIC | CHIEF EXECUTIVE OFFICER
MARKET SECTOR | RETAIL AND E-TAIL
DELIVERING ALL 
SHAPES AND SIZES 
FOR WIGGLE
Wiggle is a pioneer in the online sports retail 
environment and one of the UK’s leading 
providers of bikes, parts and sports equipment 
across specialities including running, swimming 
and triathlon. 
We are building  
solid foundations for 
future growth. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
9
PARCELS AND FREIGHT
Our activities within the parcels and 
freight segment comprise three core 
services, DX 1-Man, DX Courier and 
DX 2-Man. 
DX 1-Man specialises in the delivery 
of irregular dimension and weight 
(‘IDW’) items (i.e. those items which 
are unsuitable for parcel conveyors and 
instead require mechanical lifting and/or 
manual handling). In addition, DX 1-Man 
delivers pouches, parcels and pallets 
for next day arrival and offers an 
international network option. Over 63% 
of deliveries are B2B although the IDW 
market in B2C is growing significantly, 
reflecting trends in online shopping.
DX Courier provides next day  
parcel services and is a B2B service. 
Focused on smaller packets and 
parcels requiring a single driver,  
it provides a highly reliable delivery 
service for branch networks,  
high street shops and government 
premises. It has developed a strong 
presence in several market sectors 
including pharmaceuticals, optical, 
retail and gambling.
DX 2-Man offers a B2C home 
delivery solution for heavier and 
bulkier items, such as furniture.  
Its services also include furniture 
assembly, the installation of white 
goods and ‘white glove’ delivery  
to a room of the customer’s choice. 
£154.1m
REVENUE
52%
£116.4m
REVENUE
39%
£27.0m
REVENUE
9%
PARCELS AND FREIGHT MAIL AND PACKETS LOGISTICS
NICHOLAS PINK
Operations & Programme Director at Wiggle
“I would absolutely recommend DX to other retailers who 
require something more than a bargain basement parcel 
delivery operation; the service has been thorough, well 
communicated and dependable.”
DX was selected as Wiggle’s primary delivery provider for oversize 
parcels and high value items requiring a secure network within the 
UK. Wiggle promises its customers next day delivery on products of 
all shapes, sizes and values and it is vital that this commitment is met 
consistently. DX stood out from other logistics providers because 
of its approach to the customer relationship. From the outset, DX 
has sought to create a strong partnership with Wiggle’s teams  
and to establish strong lines of communications between the two 
companies at both operational and management level. Thanks to 
this joined-up approach, the relationship is effective and DX can  
play its part in helping to ensure that Wiggle has happy customers. 10
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
Parcels and freight revenues for the year 
decreased by 5.8% to £154.1 million 
against £163.6 million in the prior year 
and accounted for 51.8% of DX’s total 
ongoing revenues. The decrease  
reflects our contract review programme, 
as previously highlighted, and masks  
the progress made in new business.  
We are continuing to focus on expanding 
our presence within those market  
sectors where our offering, especially  
for 1-Man and 2-Man deliveries, is well 
differentiated. These markets include 
construction, optical, pharmaceutical, 
public sector and retail.
MAIL AND PACKETS
Our activities within mail and packets 
comprise three core services: DX 
Exchange, DX Secure and DX Mail. 
DX Exchange is a private B2B network 
and this year celebrates its 40th year 
of operation. 
DX Exchange provides a reliable and 
secure overnight delivery service, using 
approximately 4,200 exchanges across 
the UK and Ireland. Customers are 
predominantly from the legal, financial 
and healthcare sectors. Each customer 
is provided with a unique DX reference 
number and a mailbox at a local 
exchange, with mail collected after 
5.00pm and delivered prior to 9.00am. 
Customers pay an annual subscription 
with monthly audits to assess usage 
levels from which subscription levels 
are derived. 
DX Secure was established to deliver 
bank and credit cards and has a market-
leading level of security in the delivery of 
high value items and important personal 
documents to residential and business 
addresses. Security is supported by a 
rigorous vetting process for employees, 
suppliers and contractors, and an 
end-to-end security audit trail for 
deliveries. Her Majesty’s Passport Office 
(‘HMPO’) is a major customer as DX 
Secure has the exclusive contract for 
the national delivery of all UK passports. 
More recently, DX Secure has moved into 
the e-tail market, in the B2C space, where 
the same level of rigour and high 
customer service is required. 
DX Mail is a low cost, second class mail 
service which offers Downstream access 
for smaller volume users. DX will collect 
and sort second class letters from 
customers, with the final mile delivery 
provided by our contracted access 
supplier through Downstream access. 
This market has been an area of growth 
for DX over the last few years. 
Mail and packets generated a 3.5% 
increase in ongoing revenues over the 
year to £116.4 million from £112.5 million 
in the prior year. (This result excludes 
revenues from untracked mail and 
publication activities which were ceased 
from 30 June 2014). Revenue from this 
segment represented 39.1% of DX’s total 
ongoing revenues. The rise was driven by 
good growth from both existing and new 
DX Secure customers, including increased 
volumes from HMPO. As previously 
reported, HMPO also extended our 
current three year contract for a further 
year to July 2016. The good growth in 
DX Secure more than offset the ongoing 
decline in volumes at DX Exchange. This 
decline reflects general e-substitution 
trends and was at the upper end of our 
expected range for the year. The service 
remains an important offering and we 
continue to look for ways to add further 
value to our customers.
LOGISTICS
DX Logistics provides a full outsource 
service to those owner operators who 
wish to outsource their vehicle fleet 
operations. The focus is on medium-sized 
contracts with an outsourced fleet size of 
10-20 vehicles. A DX bespoke logistics 
operation for high population density 
areas can be combined with the 
DX 1-Man and DX 2-Man networks 
to provide a cost effective, high service 
level national distribution solution.
 
Logistics revenue for the year decreased 
by 16.4% to £27.0 million from £32.3 
million and accounted for 9.1% of group 
ongoing revenues. However, last year’s 
revenue includes £4.2 million from 
Business Direct which was sold in 
December 2013. 
MARKET SECTOR | WORKWEAR & UNIFORMS
WORKING IN 
PARTNERSHIP TO 
CLOTHE THE UK’S 
WORKFORCE
MWUK Limited comprises a number of 
companies including Dimensions and Alexandra. 
Dimensions is a leading supplier of bespoke 
corporate clothing and uniforms. Alexandra is  
one of the largest and best known workwear 
companies in Britain.
Dimensions supply all DX Group 
high vis workwear. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
11
We are pleased to announce a new five 
year contract with Vaculug, one of our 
major logistics customers which has 
benefited from the specialist services 
provided by the logistics team. 
ONEDX PROGRAMME
Our OneDX programme, which 
commenced in 2013, continued steadily 
this financial year, reaching some notable 
milestones. One of our principal goals is 
an optimised and fully integrated site 
network. To date, as a part of our 
development plans, we have improved 
the quality and increased the overall size 
of our footprint by 285,000 sq ft. This 
has involved the consolidation of 21 sites 
into six locations.
The bringing together of facilities provides 
opportunities for service enhancements 
and route optimisation. This will drive 
efficiencies and better vehicle utilisation 
whilst preparing for savings in our trunking 
operations. As we continue with the 
network development plan, we have been 
working on the identification of a site for a 
STEVE CASSAPI
Logistics Director at MWUK
“What really sets DX apart from its competitors is its 
willingness to match our way of working. They listen to  
our needs, adapt their services accordingly and are very 
much attuned to what our business is trying to achieve.” 
DX wanted to understand the Dimensions and Alexandra 
businesses at a granular level – not only in terms of their 
delivery requirements, but also their wider ambitions, goals, 
frustrations and strategies. 
DX provides Dimensions with its DX Courier B2B service,  
with a number of different options that include pre-9am, 
pre-12pm and by-end-of-day delivery. Alexandra normally 
uses the DX Secure service, with most items delivered within 
the next working day.
major new hub and in late May reached 
agreement for the acquisition of a 44-acre 
site in the West Midlands. Its purchase 
is conditional on planning consent and 
our estimated net capital investment, 
including the site purchase, is 
approximately £35 million. The hub is 
intended to replace DX’s current sites  
at Willenhall and will create substantial 
additional capacity and significant 
operational benefits, including increased 
efficiencies and enhanced customer 
service levels. Subject to planning consent, 
our intention is to have the new hub 
operational by the summer of 2017. 
 
Our network development is supported 
by significant investment in IT and 
business infrastructure with the aim of 
building a common operating platform 
across all activities. We have commenced 
the roll-out of a new leading-edge routing 
and scheduling system, with further 
phases to come over the next two years.
We continued to invest in our fleet, 
introducing double deck trailers for  
our trunking routes. In addition, we 
introduced a new, specially designed, 
5 tonne vehicle, which is currently 
exclusive to DX. These vehicles are better 
suited for the growing B2C market and 
provide us with a reduced carbon 
footprint with no loss in carrying capacity 
compared to the larger vehicles they 
replace. We have also created a 3.5 tonne 
version to be introduced later in 2015. 
COLLEAGUES 
Much has been achieved at DX over 
the year and I would like to record my 
personal thanks to all our colleagues 
for their hard work and dedication. In a 
challenging marketplace we are moving 
the business forward and continuing 
to focus on providing outstanding 
customer service.
 
OUTLOOK
We have a solid strategy supported by a 
robust balance sheet. Trading conditions 
continue to be tough but we are well 
placed to take advantage of any 
improvement and we have started the 
year in a positive manner. The Board 
remains confident of our strategy to 
deliver long-term growth.
PETAR CVETKOVIC
CHIEF EXECUTIVE OFFICER
5 OCTOBER 2015 12
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
Our primary focus at all times is customer service 
and improving our customers’ experience with us. 
This focus on our customers underpins our goals 
and is central to our strategy of developing 
the business.
STRATEGY
We place a great deal of importance on 
the twin objectives of both delivering 
a great service to our customers and 
providing our services at commercially 
attractive prices. Our aim is to offer 
customers breadth of choice, quality 
and value. 
At the same time, in order to grow 
profitably and generate sustainable 
shareholder value, we are focused on 
managing the business successfully, 
driving efficiencies, improving 
productivity and maintaining a tight 
control of costs. Our colleagues are also 
crucial to our success and it is therefore 
very important for us to invest in training 
our people and create a culture which 
promotes pride in what we do.
OUR PRIORITIES:
CREATING ONEDX 
Putting in place a solid foundation for ongoing growth is central to our 
growth strategy. 
A major task currently under way is the consolidation of our three separate networks 
and systems onto a single platform and the implementation of a single brand, 
operating under a unified management structure. This is our OneDX programme 
and we are part way through this multi-year task. We envisage significant benefits  
to come as the programme progresses and we streamline, improve and create 
additional capacity. 
Once completed, we will be handling freight, parcels and mail through our 
networks more efficiently and faster than we do today and will be better 
positioned to drive enhanced customer service. 
The key elements in our OneDX project are:
 – A single brand and customer proposition
 – Network integration, development and expansion
 – Investment in IT – including handheld devices, management information 
systems and a single leading edge routing and scheduling system
PRODUCT AND SERVICE DEVELOPMENT 
Product and service development underpin our objective to provide solutions  
that offer our customers high service levels and competitive advantage. Some of 
the initiatives currently under way include: 
 – The continued development of our collection point network
 – The next phase of our pre-delivery alert system 
 – ‘Green’ solutions
 – Secure shredding for our DX Exchange customers
 – Sunday deliveries during peak November and December months
TRAINING 
We have designed our training programmes, including our flagship ‘Delivered 
Exactly’ programme, to ensure that we strive to reach and maintain consistently 
high standards of customer service levels across the company. We will continue  
to invest in training programmes to ensure that we deliver market-leading  
service levels.  STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
13
REVENUE FROM ONGOING ACTIVITIES £m
-2.2%
FY15
FY14
FY13
297.5
304.2
292.5
UNDERLYING EBITDA £m
No change
FY15
FY14
FY13
33.7
33.7
32.9
CASH GENERATION (FROM OPERATING  
ACTIVITIES) £m
+£3.9m
FY15
FY14
27.7
23.8
REPORTED EPS (TRADING) p
+4.8p
FY15
FY14
9.9
5.1
DEBT REDUCTION – NET DEBT POSITIONS £m
-£10.4m
FY15
FY14
1.8
12.2
ADJUSTED EPS p
+0.2p
FY15
FY14
10.9
10.7
DX uses key performance indicators (‘KPIs’) to 
assess the development and underlying business 
performance of the group. These KPIs are 
reviewed periodically to ensure they remain 
appropriate and meaningful measures of the 
group’s performance.
KEY PERFORMANCE INDICATORS 14
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
DX continues to generate 
strong cash flows, supporting 
our investment programme 
and dividend objective.
CHIEF FINANCIAL OFFICER’S REVIEW
SUMMARY
DX has delivered a satisfactory result 
in its first full financial year on AIM. The 
company has maintained underlying 
EBITDA on slightly lower revenues and 
generated strong cash flows, funding 
both material capital expenditure and  
a significant reduction in net debt.
With net debt decreased to £1.8 million, 
DX is in a strong financial position to invest 
in a proposed major new hub. The new 
hub will create substantial additional 
capacity and provide for enhanced 
customer service and increased 
efficiencies. The agreement to purchase 
the land for the hub is subject to approved 
planning permission and will be funded 
through future operating cash flows and 
new loan facilities. 
The shares of DX (Group) plc 
were admitted to the London Stock 
Exchange’s AIM market on 27 February 
2014. The comparative period therefore 
includes eight months where DX traded 
as a private equity-backed business, with 
a much more leveraged capital structure.
IAN PAIN | CHIEF FINANCIAL OFFICER
MARKET SECTOR | IDENTITY & TRAVEL DOCUMENTS
SECURE IDENTITY 
DOCUMENTS 
DELIVERED 
With more than 50 years’ experience, CIBT and its 
subsidiary, VisaCentral, have become the largest and 
most well-established travel visa and passport 
company in the world.
Year ended 30 June
2015
£m
2014
£m Change
Ongoing revenue 297.5 304.2 –2.2%
Revenue from ceased activities – 7.8 –
Reported revenue 297.5 312.0 –4.6%
Underlying EBITDA 33.7 33.7 0.0%
EBITDA from ceased activities – 0.7 –
Reported EBITDA 33.7 34.4 –2.0%
Depreciation (3.4) (3.1) –9.7%
Amortisation of software and development costs (3.1) (2.6) –19.2%
Underlying operating profit 27.2 28.7 –5.2%
Amortisation of other intangible assets (1.9) (1.6) –18.8%
Reported results from operating activities 25.3 27.1 –6.6%
Net finance costs (0.5) (20.0) 97.5%
Profit before tax 24.8 7.1 249.3% 
Tax (4.9) (3.1) –58.1%
Profit for period 19.9 4.0 397.5% 
EPS  – adjusted (pence) 10.9 10.7
  – basic (pence) 9.9 5.1 STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
15
Ongoing revenue at £297.5 million is 2.2% 
behind the prior year’s result largely as  
a result of the continued programme  
of exiting commercially unsustainable 
long-term contracts, inherited with the 
acquisition of Nightfreight in 2012. This 
small decline masks the good progress 
DX has made in generating new business, 
particularly in parcels and freight. DX  
has a strong pipeline of new business 
opportunities that we will be working  
to secure in the current financial year. 
Following the demise of City Link 
in December 2014, DX reached an 
agreement with the Administrator of City 
Link to acquire certain City Link assets, 
comprising cages, scanners and certain 
intellectual property, for a total cash 
consideration of £1.1 million. We were  
also able to offer employment to over  
60 former City Link employees and a 
considerable number of contractors and 
courier owner drivers formerly engaged 
by City Link.
DX successfully attracted more than 
£10 million of annualised new business 
from former City Link customers and on 
sound commercial terms whilst providing 
added value services to our new 
customers. However, City Link’s demise 
and the elimination of its distribution 
capacity has not led to a hardening of 
prices in the market.
£297.5m
REVENUE
£33.7m 
UNDERL YING 
EBITDA
£1.8m
NET DEBT
FROM ONGOING ACTIVITIES IN LINE WITH PRIOR YEAR 85% REDUCTION FROM PRIOR YEAR
CIBT UK needs to deliver 350–400 travel documents 
to customers across the UK every day and turned to DX. 
CIBT uses our Secure Service – a unique service offering 
high levels of security, accountability, customer service 
and flexibility.
DX Secure offers proof of delivery and a full audit trail, 
where required, as well as a photograph of the address 
to which an item has been delivered and its time-stamped 
GPS co-ordinates. CIBT also receives real-time management 
information and can track the progress of each delivery online.
SERAN BENTLEY-THOBURN
Global Director – Quality and Compliance for CIBT in the UK
“Being able to provide our customers with a secure, 
reliable delivery service is of paramount importance from 
a reputational as well as financial perspective. DX has 
transformed our levels of customer service in this area, 
enabling us to deliver on our promises and saving us 
thousands of pounds a year in compensation claims.”  16
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
REVENUE
Underlying revenue decreased by 2.2% after adjusting for 
the two activities that ceased in the year ended 30 June 2014. 
Including these activities, reported revenue declined by 4.6%. 
2015
£m
2014
£m Change
Parcels and freight 154.1 163.6 –5.8%
Mail and packets 116.4 112.5 3.5%
Logistics 27.0 28.1 –3.9%
Ongoing revenue 297.5 304.2 –2.2%
Revenue from operations 
ceased in prior year
Mail and packets – 
publications/ 
untracked mail – 3.6
Logistics – 
Business Direct* – 4.2
Reported revenue 297.5 312.0 –4.6%
* The operations of Business Direct were sold with effect from 21 December 
2013. Revenues from only six months of trading are therefore included in 
the year to 30 June 2014.
PARCELS AND FREIGHT
Revenue from parcels and freight declined by 5.8% to 
£154.1 million which represented 51.8% (2014: 53.8%) of total 
ongoing revenue. This segment includes the DX 1-Man operation 
specialising in the next day delivery of irregular dimension and 
weight (‘IDW’) freight and DX 2-Man offering a delivery solution 
for heavier and bulkier items such as furniture and both white 
and brown goods. DX continued to exit from commercially 
unsustainable long-term contracts in these sectors inherited 
with the acquisition of Nightfreight in 2012. This together with 
the full year impact of the contract review programme from the 
prior year resulted in a decline in revenue. 
DX Courier which provides next day tracked parcel services 
for the B2B market has experienced strong year-on-year 
revenue growth, benefiting from new business wins in this 
and the preceding financial year, particularly in the 
pharmaceutical sector.
Price competition for parcels and freight remains intense 
yet DX has continued to win new business supported by 
consistently good service levels during the year. Further 
new business wins are a priority for the current year.
Underlying EBITDA at £33.7 million is flat on last year after 
adjusting the prior year’s result for the profit made by the 
DX Business Direct operation that was sold in December 2013. 
EBITDA margin has improved by 0.3% to 11.3% as a result of the 
contract review programme and successfully managing costs.
Profit from operating activities at £25.3 million is 6.6% 
lower year-on-year due to an increase in depreciation and 
amortisation. This reflects the continued investment DX is 
making and includes improving the IT infrastructure and new 
operational software and hardware.
As part of the continuing OneDX programme, during the year 
we transferred all of the assets and operations of our wholly-
owned subsidiaries, DX Freight Limited and DX Secure Limited, 
into DX Network Services Limited. All DX operations in the UK 
now reside in one wholly-owned operating entity, providing for 
increased efficiency and reduced cost. Following completion of 
the transfers, DX Freight Limited and DX Secure Limited became 
non-trading shell companies with no assets or third party 
liabilities. Both shell companies will in due course be formally 
extinguished by way of a Members’ Voluntary Liquidation.
Operating cash flow was again strong, enabling us to reduce 
net debt by 85% to £1.8 million and funding £9.9 million of 
capital expenditure and the acquisition of a 49.8% shareholding 
in Gnewt Cargo Limited (‘Gnewt’), the emission-free delivery 
service provider. DX also paid £8.0 million of dividends to DX 
shareholders during the year.
Adjusted earnings per share were 10.9p, a 0.2p (1.3%) 
improvement on the prior year. Reported earnings per share 
were 9.9p (2014: 70.2p loss). For further details see page 19. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
17
MAIL AND PACKETS
Ongoing revenues from mail and packets increased by 
£3.9 million or 3.5% on the prior year. This segment includes DX 
Exchange which provides a valuable and secure overnight service 
to members across the UK and Ireland. Mail volumes have been 
declining for a number of years, reflecting the trend towards 
e-substitution. Volumes declined at the higher end of our 
forecasts, however this was more than offset by strong 
growth in DX Secure.
DX Secure provides a market leading level of security in the 
delivery of urgent, important and valuable items to residential 
addresses. Growth has been supported by new business  
wins in the retail sector which continues to provide DX with  
strong growth opportunities in the B2C market. DX Secure also 
distributes all UK passports on behalf of Her Majesty’s Passport 
Office and saw increased passport volumes year-on-year,  
with its current contract with HPMO extended to July 2016.
LOGISTICS
Ongoing logistics revenue declined by £1.1 million or 3.9% on 
the prior year following the cessation of a low margin contract. 
DX can either act as a complete logistics outsource solution or 
offer a hybrid solution allowing the customer to use their own 
fleet operations in major cities and the DX 1-Man and 2-Man 
services in other less densely populated areas.
EBITDA
Underlying EBITDA for the year to 30 June 2015 of £33.7 million 
is unchanged on the prior year. The prior year result excludes the 
£0.7 million of EBITDA contributed by DX Business Direct in 2014, 
before the business was sold in December 2013.
DX has successfully maintained EBITDA despite a year-on-year 
decline in revenue. The expected reduction in DX Exchange 
volumes does not translate to cost reduction since collection 
and delivery still needs to be made unless an Exchange site 
closes. DX delivered savings through managing its fixed cost 
base and gaining efficiencies by delivering parcels through the 
most optimal network. This was made more challenging due to 
cost increases arising from a short supply of qualified drivers 
holding a CPC licence for 7.5 tonne vehicles, following changes 
in regulation. The shortage of qualified drivers remains a 
challenge in the industry and DX is investing in training its 
drivers to gain CPC licenses.
EXCEPTIONAL ITEMS
There are no exceptional items reported in 2015. Prior 
year charges relate largely to: the continuing turnaround of 
DX Freight; charges in relation to the corporate reorganisation 
in preparation for admission to AIM; and the profit on sale of 
DX Business Direct.
2015
£m
2014
£m
Restructuring costs – 4.7
Impairment charges – 10.0
Gain on disposal of DX Business Direct – (1.1)
Total – 13.6
INVESTMENT IN ASSOCIATE
In December 2014 DX acquired a 49.8% shareholding in Gnewt 
at a cost of £1.9 million. Gnewt is a fast growing zero-emissions 
delivery service provider. Its fleet of electric zero-emission 
vehicles operate only in London but DX intends to support the 
roll-out of Gnewt’s services across other UK cities. A profit after 
tax of £39,000 from this investment is recognised in the 
statement of comprehensive income.
CASH FLOW
 
 
2015
£m
2014
£m
Net cash profit 30.4 25.7
Net change in working capital (2.7) (1.9)
Cash generated from operating 
activities (after tax) 27.7 23.8
Cash generated from operating activities (after tax) grew by 
16% and represented 82% of EBITDA (2014: 69%) reflecting 
the continued high level of cash generation by DX. Debtor days 
improved by 4.3 days on the preceding year to 23.2 days which 
remains industry leading and partly reflects the move towards 
collecting more cash by direct debit. Net working capital 
increased by £2.7 million, largely as a result of a reduction in 
deferred income as DX Exchange declined. 18
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
NET DEBT
Net debt reduced by 85% against the prior year to £1.8 million as 
a result of DX’s strong cash generation. Net debt at 30 June 
2015 was equivalent to only 5% of EBITDA (2014: 35%).
2015
£m
2014
£m
Term loan (8.8) (10.0)
Cash and cash equivalents 7.0 1.1
Payments in clearing 0.0 (3.3)
Net debt (1.8) (12.2)
A new senior term loan of £10.0 million was drawn down last 
year of which £1.2 million was repaid during the year ended 
30 June 2015. DX also has access to a £13.0 million Revolving 
Credit Facility which was not utilised at the year end. Both 
facilities charge interest at LIBOR plus 2%.
As previously announced, DX is planning to develop a major new 
hub in the West Midlands. Planning permission on a site has been 
applied for, with a response anticipated in November 2015. After 
planning permission is received, DX will complete the acquisition 
of the freehold site, valued at circa £12.5 million, and commence 
construction with completion and fit-out targeted for the second 
quarter of calendar 2017. The transfer of operations to the new 
facility is expected to be completed over the ensuing 9–12 
months. The gross cost of the completed facility is estimated 
at £38 million, or a net investment of £35 million following the 
sale of existing freehold sites to be vacated as part of the 
plan. Funding for the development of the site will be from a 
combination of future trading cash flows and new bank facilities 
currently being negotiated. 
The new hub will strengthen the customer experience 
by allowing customers to use all DX services through one 
channel. It will also consolidate hub and trunking operations 
and increase operational capacity to accommodate future 
growth. Management justification for this major capital 
expenditure is founded on a plan for £4 million per annum 
of operational savings although we believe there is potential 
to exceed this figure.
NET ASSETS
Net assets increased by £12.2 million largely as a result of  
DX’s strong cash generation that increased cash balances by 
£5.9 million to £7.0 million and reduced debt and borrowings  
by £4.5 million to £8.8 million.
 
2015
£m
2014
£m
Non-current assets 221.1 217.6
Trade and other receivables 38.8 49.2
Cash and cash equivalents 7.0 1.1
Current liabilities excluding debt (60.7) (65.7)
Non-current liabilities excluding debt (3.5) (7.3)
Term loan and payments in clearing (8.8) (13.3)
Deferred loan issue costs 0.3 0.4
Net assets 194.2 182.0
Non-current assets have increased by £3.5 million and include  
a £1.9 million investment in Gnewt and the £1.1 million purchase 
of certain assets from the Administrators of City Link. The 
remaining increase is largely represented by the continued 
investment in IT infrastructure less amortisation.
Trade and other receivables have fallen by £10.4 million largely 
due to the excellent performance in reducing debtor days. Last 
year’s balance included £2.5 million deferred consideration from 
the sale of DX Business Direct which was received in full in the 
year ended 30 June 2015.
Current liabilities, excluding debt, reduced by £5.0 million to 
£60.7 million. This reflected a reduction in deferred income due 
to the reduced annual subscriptions for DX Exchange and an 
increase in corporation tax and other tax liabilities. 
During the year DX resolved litigation with a leasehold property 
landlord in relation to three sites. DX has acquired the freehold 
for two of the sites, one of which has subsequently been sold, 
and terminated the contract for the third, avoiding several years 
of future rental and dilapidation liabilities. This settlement 
contributed to a £3.8 million reduction in non-current liabilities. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
19
CAPITAL EXPENDITURE
As in previous years, DX has continued to invest in capital 
expenditure. More than half of the expenditure was on IT 
hardware and development costs as the business continues 
to invest in the operational IT infrastructure under the OneDX 
programme. The principal benefit of a large part of technology 
spend is in developing a route planning system to drive greater 
efficiencies in our collection and delivery routes. During the year 
the business invested in updating the mail automation machines 
and acquired assets from City Link as mentioned earlier. 
Capital expenditure 
for the year ended 30 June
2015
£m
2014
£m
IT hardware and development costs 5.4 5.5
Property costs 1.2 2.0
Operations 1.1 0.8
Service development 1.1 0.4
8.8 8.7
Acquired from City Link 
Administrators:
– Intangible assets acquired 1.0 –
– Tangible assets acquired 0.1 –
Total capex 9.9 8.7
MOVEMENT ON RESERVES
Following a reclassification decision, the reverse acquisition 
reserve of £280 million has been transferred to the retained 
earnings reserve during the year.
TAXATION
The underlying effective tax rate of 19.8% (2014: 43.7%) is 
below the prevailing UK corporate tax rate of 20.75%. This small 
difference arises due to the impact of capital allowances from 
the long-term capital investment programme and because some 
of the profit derived in the year is from DX’s operations in Eire 
which has a lower rate of corporation tax.
EARNINGS PER SHARE 
Adjusted earnings per share, which excludes amortisation of 
intangible assets and EBITDA from disposed activities, increased 
by 1.3% to 10.9p (2014: 10.7p).
 
 
2015
£m
2014
£m
Results from operating activities 25.3 27.1
Less: ceased activities – (0.7)
Add: amortisation of intangible assets 1.9 1.6
Interest charge
1
(0.5) (0.3)
Profit before tax 26.7 27.7
Tax charge
2
(4.9) (6.2)
Adjusted profit after tax 21.8 21.5
Adjusted earnings per share 10.9 10.7
1 2014 notional interest charge assuming the new capital structure was in 
place the whole year.
2 2014 tax charge calculated at the prevailing tax rates at the time.
DIVIDENDS
The Board has proposed a final dividend of 4p resulting in a total 
dividend of 6p (2014: 2p for the four month period post AIM 
admission). The final dividend is payable on 16 November 2015, 
to shareholders registered on 9 October 2015, and will have an 
ex-dividend date of 8 October 2015.
By order of the Board
IAN PAIN
CHIEF FINANCIAL OFFICER
5 OCTOBER 2015 20
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
DX is committed to corporate 
social responsibility and  
has built its policy around  
the four cornerstones of 
environmental consultation, 
treating its colleagues with 
respect and integrity, being 
responsible business leaders 
and giving something back 
through its support of 
charities. Whether it is 
reducing its environmental 
impact or improving health 
and safety for its colleagues, 
DX’s commitment to social 
responsibility runs through 
everything DX does.
CORPORATE RESPONSIBILITY
Due to the nature of its business, it is 
unavoidable that DX has an impact on the 
environment whilst providing services to 
its customers. However, DX is continually 
seeking ways in which to minimise this 
impact whilst representing the interests 
of its shareholders and colleagues.
ENVIRONMENT 
DX is always looking for opportunities to 
reduce its fuel consumption and minimise 
the resultant emissions. Having completed 
successful trials, DX is now rolling out 
3.5 tonne and 5 tonne delivery vehicles 
which have greater fuel efficiency than 
its existing fleet. Additionally these 
vehicles are smaller, quieter and easier 
to manoeuvre through residential areas 
causing less disruption. The new 3.5 tonne 
vehicle produces 15kg less CO
2
 emissions 
than the current 3.5 tonne equivalent and 
the 5 tonne vehicle produces 23kg 
less CO
2
 emissions than the 7.5 tonne 
equivalent (per 100 miles travelled). 
This demonstrates DX’s continued 
focus on and commitment to reducing 
carbon emissions.
As part of this commitment, DX acquired a 
49.8% shareholding in Gnewt in December 
2014. Gnewt operates a fleet of over 100 
electric zero-emission vehicles in London, 
including cargo-cycles and minivans. 
Gnewt has been independently verified to 
cut CO
2
 emissions per parcel delivered by  
62% and its services have won multiple 
awards, including, most recently, 
Corporate Environment Winner 2014 at 
the National Institute of Courier Awards 
and the Transport Solutions Supplier of 
the Year 2014 from the Energy Saving 
Trust’s Fleet Hero Awards. DX’s strategic 
intent is to work with Gnewt to expand its 
zero-emission service offering into more 
UK cities.
In addition, where economically viable, 
DX has been following the environmental 
framework laid down by ISO 14001 for 
a number of years. This framework 
promotes the systematic adoption 
and implementation of a number of 
environmental management techniques. 
DX has committed to achieve formal 
accreditation by June 2016.
During the financial year, DX reached 
agreement to acquire a brownfield site 
for the development of its new UK freight 
hub facility (subject to planning consent). 
A new hub will provide DX with a unique 
opportunity to make step changes in 
both its company culture and its 
approach to sustainability challenges. The 
project delivery team has been instructed 
to seek out every affordable opportunity 
in the development of the new hub to 
create a world class environmentally 
conscious facility that can economically 
and sustainably adapt and change 
throughout its whole life cycle. This will 
mean intelligent and functional design 
challenges for the team from start to 
finish. For example, DX plans to retain 
and harvest rainwater for use in vehicle 
wash and grey water installations, seek  
to generate energy on-site (DX has 
commissioned a solar power yield and 
capability feasibility assessment for the 
site) and will use low energy LED lighting 
throughout. The site will also include a 
recycling centre that will help generate 
packaging materials and other products 
from waste. DX’s colleagues will be 
encouraged to recycle and reuse at  
work and at home, through the 
planned communication and 
education programmes that will be 
introduced at the new facility.  STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
21
The site (a disused surface coal mine and 
former tile works) will be returned to 
economic and aesthetical use whilst 
maintaining the rural feel of the open 
spaces. The development team will have 
a target of ‘zero to land fill’ through the 
construction process and a ‘zero earth 
movement off site’ during ground works; 
limiting earth movements and 
construction traffic off site.
DX will work closely with local and county 
council officers and advisers throughout 
the project to attempt to exceed its 
obligations in both local community 
engagement and impact of the site. The 
finished facility is expected to exceed 
building and energy guidelines and 
regulations in terms of sustainable and 
responsible development. This work has 
already started with the procurement of 
responsible contractors and the 
implementation of sustainable ground 
reclamation and foundation works.
To maximise the operational and economic 
benefits of a new UK hub, DX will be 
undertaking significant investment in its 
network and service centre infrastructure. 
This programme will enable a reduction in 
fleet vehicles and in the number of routes 
in and out of the UK hub. This will have  
an obvious positive impact on network 
efficiency and will support a more 
sustainable DX operation. DX is engaged 
with its energy advisers in identifying and 
delivering opportunities across the UK that 
reflect its Energy Savings Opportunity 
Scheme (‘ESOS’) obligations.
DX’s total carbon emissions in the 
financial year were 35,692 tonnes.  
This is overwhelmingly made up of 
emissions from fuel burn. The calculation 
of these emissions is based on industry 
measurements (Carbon Trust and Defra). 
Emissions from transportation activities 
are internally verified. Note that the CO
2
 
reported figure for fuel emissions is CO
2
 
which is emitted from all fuel dependent 
assets, including all vehicle types and 
mechanical handling machinery. CO
2
 
equivalents from service partner 
operations are not included in the 
reporting of CO
2
 emissions.
DX’s continued focus on carbon 
emissions has delivered a reduction  
in the level of CO
2
 emitted. 
HEALTH AND SAFETY 
DX has a proactive, risk-based approach 
to health and safety in that its work 
colleagues at every level are involved in 
general and task-based risk assessments. 
To ensure training and risk assessments 
are a constant feature, DX issues an 
annual risk assessment calendar and 
safety training matrix. 
This year DX has focused on undertaking 
a significant number of site based audits 
to increase the level of compliance with 
safe working practices. 
A vehicle anti-roll away device has  
been fitted to 260 trailers in the fleet.  
This device prevents the vehicle/trailer 
combination rolling away in the event  
that the vehicle has not been coupled  
up correctly thereby reducing the risk  
of accidents. This device is standard on  
all new trailers in the fleet.
DX also achieved accreditation to the 
Fleet Operator Recognition Scheme 
(‘FORS’). This scheme focuses on 
meeting standards for vehicle safety, 
emissions and economical operation.
All general managers attend the 
Institution of Occupational Safety and 
Health (‘IOSH’) managing safety course 
within three months of employment 
thereby ensuring health and safety 
responsibilities become part of their 
everyday working practice.
2011/2012 2012/2013 % Change 2013/2014 % Change 2014/2015 % Change
CO
2
 emissions 
(tonnes)
1
44,585 44,869 +1% 38,259 –15% 35,692 –7%
H&S improvement 
targets Target Actual
Reduction in 
number of 
incidents –10% –22%
DX has reduced the number of health and 
safety incidents by 22% against a target 
reduction of 10%. 
There were no enforcement notices 
issued and no work place fatalities in 
the financial year.
Where incidents result in colleagues 
being absent from work due to injury, 
rehabilitation is offered in conjunction 
with DX’s insurers to speed recovery  
and return to work. 
COMMUNITY 
DX recognises it has a large workforce 
and, as a responsible business leader, 
plays a part in the community. This year 
DX has continued to work closely with 
the local community to encourage job 
opportunities particularly in the event of 
site changes. Working with Job Centre 
Plus, DX has also been able to help 
colleagues find new employment  
where DX has closed sites. Due to its 
geographical reach, DX was also able to 
offer employment to 62 former City Link 
staff following the closure of City Link in 
December 2014.
1 As detailed in last year’s Annual Report, parts of the organisation did not track emissions prior  
to AIM listing. Emissions are now fully tracked throughout the organisation and to ensure a valid 
comparison to the prior year, the 2013/2014 emissions number has been revised to include emissions  
from the parts of the organisation not previously included. 22
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
CORPORA TE RESPONSIBILITY CONTINUED
CUSTOMER SERVICE
DX has continued to strengthen the 
quality of its customer service through 
the implementation of several software 
and other technical enhancements. 
Customers of the 2-Man service are now 
able to confirm bookings by text and 
have a much quicker and more efficient 
experience when calling the support 
team as a result of DX’s new telephone 
management solution. DX has also 
launched a new website which enables 
much quicker and easier contact for 
customers and tracking visibility.
CHARITY GIVING
DX’s colleagues are asked to propose  
and nominate a charity to sponsor. The 
current charity chosen by colleagues  
to support is Scotty’s Little Soldiers, 
a charity dedicated to supporting the 
children of men and women killed in 
action while serving with the British 
Armed Forces. DX encourages its staff to 
raise funds by holding events throughout 
the year. Children of families who have 
suffered the loss of a parent in service  
will receive both emotional and financial 
support including the ‘Smiles’ 
programme which gives children special 
experiences to enable them to smile 
again and more practical support for 
older children, such as fees for driving 
Hire a Hero is a charity that supports 
armed service leavers through the 
transition into civilian life. It works in 
partnership with public and private sector 
organisations to provide a network of 
support and to signpost service leavers 
to the most appropriate resources as 
required. Hire a Hero helps service leavers 
to make better informed choices as well 
as connecting them with businesses for 
potential employment.
In October 2014, DX entered into the 
Armed Forces Covenant with the Ministry 
of Defence and is an armed forces friendly 
employer. DX works in partnership with 
Hire a Hero to identify the transferable 
skills of service leavers and to support the 
transition from military to civilian life. DX 
meets this commitment by providing 
placements and meaningful employment 
opportunities for service leavers. In early 
2015 DX linked it’s website to Hire a Hero, 
creating more visibility to DX job 
opportunities than ever before.
DX has continued to increase 
awareness by supporting Armed Forces 
Day in Cardiff during June 2015, further 
demonstrating its commitment to the 
whole armed forces community. 
lessons and the opportunity to apply for 
a further education grant. Scotty’s also 
has a holiday lodge, so that families can 
take short breaks and enjoy building new 
memories together. The aim is to buy 
more lodges and DX will be playing a key 
role in delivering some or all of the money 
to enable this in the coming year. DX and 
its colleagues at all levels undertook a 
range of fundraising activities from 1 July 
2014 to 30 June 2015, generating a 
combined £60,170 in donations.
In addition, DX Ireland has selected 
St. Ultans Community Care Project in 
Cherry Orchard, Dublin 10 as their charity 
partner for 2015. St. Ultans’ aim is to 
create equality of opportunity for 
children in the Cherry Orchard area.  
The children that St. Ultans support are 
experiencing severe disadvantage and 
hardship. They are being denied basic 
care. St. Ultans approaches education 
and community care with an integrated 
and holistic style on one campus. 
St. Ultans requires ongoing funding to 
contribute towards the costs of their 
services and with the support of DX 
Ireland and other sponsors, they will 
be able to continue with their high 
quality programmes.
NIKKI SCOTT, THE FOUNDER OF SCOTTY’S LITTLE SOLDIERS 
HAD THE FOLLOWING TO SAY:
“DX has been an amazing support to Scotty’s Little Soldiers. 
I want to say a huge thank you to everyone who has got behind 
the charity because you really have made a difference. Not only 
have DX fundraised but they have branded lorries (which has 
raised amazing awareness) and have also sponsored our charity 
ball and our team kit. DX provide such phenomenal support and 
I cannot express what a huge difference it makes to the charity.” STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
23
DX Ireland hosted a family fun day at the 
St. Ultans Campus in Cherry Orchard on 
Saturday, 13 June 2015. There was a fun 
day of sports activities for the children, 
while also raising funds for their care 
centre. €4,355 was raised from the event 
which was matched by DX, bringing the 
total raised for St. Ultans to €8,710.
Vision Aid Overseas is a UK-based 
charity dedicated to fighting poverty 
by transforming access to eye care for 
people in developing countries. DX has 
supported Vision Aid Overseas since 1997 
by organising a nationwide collection 
service for second-hand spectacles. DX 
drivers pick up spectacles from optical 
practices all over the UK, which are  
then transported to the charity’s office  
in Crawley. During 18 years of support, 
DX has delivered over 30 million pairs of 
spectacles to Vision Aid Overseas and it 
currently transports in the region of three 
million pairs per year.
For many years Vision Aid Overseas  
sent second-hand spectacles overseas  
to directly support its international 
programme, but it now works with local 
suppliers in its partner countries to 
develop sustainable supply and long-
lasting supply chains. However, Vision Aid 
Overseas continues to collect spectacles 
in the UK to raise money through the sale 
of precious metals and other materials 
found in spectacle frames. This activity 
raises a significant portion of the charity’s 
income, and in 2015 it generated £95,000 
through DX-supported recycling, 12% of 
its total income. In addition to its support 
for the recycling programme, DX also 
delivers Vision Aid Overseas’ fundraising 
and promotional materials to opticians 
throughout the UK, free of charge.
For more information about Vision 
Aid Overseas and DX, please visit  
www.visionaidoverseas.org/DX.
Finally, DX also supports its customers 
and suppliers through donations or gifts 
to support their chosen charities.
COMMENTING ON THE PARTNERSHIP BETWEEN VISION 
AID OVERSEAS AND DX, ANDY HOLLIDAY, THE CHARITY’S 
DIRECTOR OF FUNDRAISING AND COMMUNICATIONS, SAID: 
“The support that DX has provided to Vision Aid Overseas  
over nearly two decades is incredible. We simply wouldn’t be  
the same organisation without their involvement. I would like  
to thank everyone from DX for such loyal and unwavering 
support – you are truly helping the world to see.” 24
STRATEGIC REPORT
ANNUAL REPORT AND ACCOUNTS 2015
The Board regularly assesses the risks faced by the group to 
manage and mitigate any impact. DX recognises that the 
profile of risk changes constantly. The Board has identified 
that these are the primary risks to the successful performance 
of the business.
PRINCIPAL RISKS AND UNCERTAINTIES
If the decline of letter volumes in the UK is at a faster 
rate than forecast or the parcel volume growth rates 
are lower than DX forecasts (or DX fails to maintain 
or increase its share of the parcel markets in which it 
operates) there may be a material adverse effect on 
DX’s operations and future financial condition. Low 
levels of economic growth may affect the business of 
DX, including customers adopting cheaper service 
options for the transmission of letters and parcels.
The parcel market is highly competitive and DX may be 
adversely affected by aggressive pricing strategies. DX 
faces risks associated with the expansion of ‘click and 
collect’ in the UK parcel market and increasing use of 
‘pick up drop off’ points in high street shops and other 
locations, leading to a reduction in parcel volume 
delivered by DX.
Failure to comply with laws and regulations could result 
in financial loss through penalties or damages and 
reputational damage.
By seeking to win business in new 
sectors, developing new services 
recognising the general move to 
digital and electronic alternatives and 
maximising the benefits of the OneDX 
broad capability.
By providing high levels of customer 
service at prices that provide customers 
with best value, maintaining strong 
relationships with major customers and 
developing new services in response to 
customer needs. Increasing the breadth 
of markets serviced and the penetration 
within these markets.
DX maintains strong relationships with 
the regulator and forums. This enables 
DX to keep abreast of all regulatory and 
legislative changes and to maintain 
controls and processes to ensure 
full compliance.
RISK IMPACT MITIGATION 
LETTER 
AND PARCEL 
VOLUMES IN 
THE UK
The market for letters 
is widely expected to 
decline over the next 
ten years, offset by an 
increase in volume in 
parcels, driven by 
the dramatic change 
in consumers’ 
shopping habits.
THE PARCEL 
MARKET IN 
WHICH DX 
OPERATES 
IS HIGHLY 
COMPETITIVE
OPERATING 
IN A HIGHLY 
REGULATED 
ENVIRONMENT STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
25
Any material failure in DX’s IT applications, systems 
and infrastructure may lead to operational and systems 
disruptions, with an adverse effect on DX’s operations, 
financial condition and future prospects. While 
its software is being updated, DX’s operational 
effectiveness could be impaired if its existing 
bespoke software failed.
DX uses a large number of consultants, individual 
sub-contractors and agency workers. In the event 
of any legal claim as to worker status, DX could be 
liable for increased costs (such as National Insurance 
contributions) and liabilities (such as employee rights), 
which could have an adverse effect on its 
financial condition.
DX has a business continuity plan in the 
event of IT systems failure and further 
investment is being made to improve 
capability. The majority of systems are 
backed up off-site in disaster recovery 
facilities. Further protections are in 
place to defend against attacks to 
ensure that the systems cannot be 
breached. These protections are to a 
level acceptable to government 
departments. Significant testing in 
non-live environments is conducted 
prior to new systems going live.
DX puts appropriate contractual and 
operational arrangements in place.
DX continues to monitor cases 
to ensure it maintains compliance 
with legislation.
RISK IMPACT MITIGATION 
By order of the Board
PETAR CVETKOVIC
CHIEF EXECUTIVE OFFICER
5 OCTOBER 2015
DX’S IT SYSTEMS 
ARE CRITICAL 
TO ITS BUSINESS 
OPERATIONS
CERTAIN DX 
CONSULTANTS 
AND AGENCY 
WORKERS 
COULD BE 
DEEMED TO 
BE EMPLOYEES 
OF DX 26
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2015
BOARD OF DIRECTORS
BOB HOLT 
1,2,3
NON-EXECUTIVE CHAIRMAN
Bob is chairman of Mears Group 
PLC, the listed support services 
group focused on social housing 
and domiciliary care services, in 
which capacity he oversaw the 
company’s float on AIM and 
subsequent listing on the Main 
Market of the London Stock 
Exchange. He is also non-executive 
chairman of energy procurement 
and management provider Inspired 
Energy Plc and Totally Plc and is 
a director of a number of 
other businesses.
IAN PAIN *
CHIEF FINANCIAL OFFICER
Ian has 16 years’ experience as 
a Chief Financial Officer, the last 
eight of which have been with DX 
having previously been CFO of 
an international manufacturer 
of specialist labels for the 
agrochemical and pharmaceutical 
industries. Ian began his career 
qualifying as a chartered 
accountant with Price Waterhouse, 
then becoming a corporate finance 
manager with Charterhouse Bank 
and an investment director with 
the private equity arm of 
The Prudential.
PETAR CVETKOVIC 
3
*
CHIEF EXECUTIVE OFFICER
Petar has 32 years’ experience in 
the transport and logistics industry, 
the last five of which have been with 
DX. Prior to joining DX as CEO, 
Petar held numerous senior roles 
in the industry including CEO of 
Target Express, managing director 
of City Link and UK MD of 
Norbert Dentressangle.
PAUL MURRAY 
1,2,3
NON-EXECUTIVE DIRECTOR
Paul has over 25 years’ senior level 
experience of the transport and 
logistics industry. Latterly he 
chaired a healthcare business and 
was a director of a fast growing 
marketing logistics business, and 
was also chairman of NetExpress 
Europe, the pan-European road 
express specialist which links 
leading companies in express, 
freight and logistics. Previous roles 
have included chief executive of 
Target Express Parcels Ltd, the 
national express parcels and freight 
provider, and managing director 
of the UK and Ireland operations of 
Federal Express for over five years.
KEY 
1 Audit Committee
2 Nomination Committee
3 Remuneration Committee
*  These Directors are on the Board and 
the Executive Team.
**  Raquel McGrath is not a Board member. 
RAQUEL MCGRATH **
COMPANY SECRETARY
Raquel joined DX as head of legal 
and Company Secretary in 2011. 
Raquel was admitted as a solicitor 
in 1996. Having trained with 
Slaughter and May, she joined their 
corporate and commercial team 
before moving to Australia where 
Raquel joined Allens in Melbourne 
and became a senior associate in 
the energy, resources and 
infrastructure department. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
27
EXECUTIVE TEAM
BARRIE CHILDE
CHIEF OPERATIONS OFFICER
Barrie has over 30 years of 
industry experience including 
senior operations roles within BOC 
Distribution, Business Post plc 
and Federal Express. Barrie has 
overall responsibility for all 
operations within DX and for 
customer services.
STUART GODMAN
CHIEF STRATEGY AND  
MARKETING OFFICER 
Stuart started his career in 1988 
with TNT Express before moving to 
Target Express. As sales and 
marketing director he was part of 
the team that sold the business to 
Rentokil Initial Plc, in 2006. He 
stayed on in the combined City 
Link/Target Express business 
becoming managing director. He 
joined the DX team in July 2011.
PAUL DOBLE
CHIEF SALES OFFICER
Paul Doble has overall responsibility 
for sales within DX, covering the 
relationship management for 
25,000 customers and the 
acquisition and development of 
new customers. Prior to joining DX 
in July 2007, Paul was responsible 
for leading and transforming 
sales teams within a number of 
blue chip organisations.
KATHY SHARKEY
CHIEF PEOPLE OFFICER
Kathy started her career in retail 
management and moved into HR 
18 years ago making a transition 
through the retail, FMCG and 
medical engineering sectors. Prior 
to joining DX, Kathy had headed  
an EMEA HR team for a global 
handheld technology provider  
for five years. Kathy is responsible 
for colleague strategy, colleague 
relations, colleague support, 
vetting, learning and development, 
colleague reward and benefits, 
including payroll and recruitment.
KEITH EDEN
CHIEF COMPLIANCE OFFICER
Keith has 30 years’ experience 
in finance and operations in both 
distribution and financial services 
and is CIMA qualified. Keith is 
responsible for compliance 
encompassing safety, health 
and environment, security, internal 
audit and oversees a number of 
change projects.
MIKE STURROCK
CHIEF INFORMATION OFFICER
Mike’s career has spanned the 
mobile telephony, new media, 
television, airline and IT services 
sectors where he has held a wide 
range of positions from consulting 
and project management roles  
to technical architecture and 
leadership positions. The most 
recent being heading the broadcast 
technology division of BSkyB and 
head of technology for easyJet. 
Mike is responsible for the strategy, 
delivery and maintenance of all the 
technology and processes that 
support the operations of DX. 28
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2015
CHAIRMAN’S INTRODUCTION TO CORPORATE GOVERNANCE
DEAR SHAREHOLDER,
PRINCIPLES OF CORPORATE 
GOVERNANCE
As Chairman of DX, I lead the Board and 
ensure that the focus is always on the 
creation of long-term shareholder value 
whilst acting responsibly and within our 
corporate governance framework to 
create a sustainable business. I encourage 
frankness and critical debate in all Board 
meetings and it is my job to ensure that 
the Board continually reviews its strategic 
goals and the progress made towards 
achieving those goals.
There is a clear distinction between the 
responsibilities of the Board and the 
executive management of DX. Petar 
Cvetkovic, Chief Executive Officer, leads 
the DX Executive Team and, under my 
leadership, the Board constructively 
reviews and challenges the company’s 
performance and implementation of 
strategy with an emphasis on 
accountability to shareholders. 
At DX, we hold the principles of 
corporate governance in the highest 
regard. In particular we value honesty, 
transparency and fairness within DX and 
in our relationships with our customers 
and suppliers.
DX continues to comply with the 
Quoted Companies Alliance corporate 
governance code (the ‘QCA Code’). 
As a company traded on AIM, DX is 
not required to comply with the UK 
Corporate Governance Code. However, 
the Board recognises the importance of 
the principles set out in the Corporate 
Governance Code and DX applies the 
principles as far as the Board considers 
appropriate for a company of its size and 
nature in accordance with the QCA code. 
The Board believe this provides a firm 
foundation for the successful growth 
of DX. 
BOB HOLT | CHAIRMAN
I remain confident that the composition of 
the Board reflects an appropriate blend of 
different experience and backgrounds and 
that, collectively, its members have the 
right set of skills to understand the 
challenges faced by DX in the logistics 
market and to provide an independent 
and objective view of the company’s 
performance against its strategic 
objectives and future goals.
BOB HOLT
CHAIRMAN
DX GROUP REPORTING STRUCTURE
AUDIT 
COMMITTEE
EXECUTIVE 
TEAM
REMUNERATION 
COMMITTEE
NOMINATION 
COMMITTEE
DX (GROUP) PLC
BOARD OF DIRECTORS
SENIOR 
MANAGEMENT
Effective corporate governance 
is essential to facilitate the success 
of the group and the Board is 
committed to upholding and 
achieving good standards of 
corporate governance, integrity 
and business ethics. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
29
THE BOARD
The roles of the Chairman and Chief 
Executive Officer are separate with each 
having clearly defined duties and 
responsibilities.
The Chairman provides leadership to 
the Board. He is responsible for chairing 
the Board meetings and for setting the 
agenda for the Board meetings (in 
consultation with the Chief Executive 
Officer) and ensuring that the Board has 
sufficient time to discuss issues on the 
agenda, especially those relating to 
strategy. The Chairman is also responsible 
for ensuring that the Directors receive all 
of the necessary information and reports. 
The Chief Executive Officer is responsible 
for leadership of the DX management 
and its employees on a day-to-day basis. 
In conjunction with the Executive Team, 
he is responsible for the execution of 
strategy approved by the Board and the 
implementation of Board decisions. He is 
also responsible for ensuring the market 
and regulators are kept appraised in a 
timely manner of any material events and 
developments, and that the appropriate 
standards of corporate governance are 
effectively communicated and adhered 
to throughout the business.
The Board comprises the Non-executive 
Chairman, Bob Holt (this position was 
served by David Hoare until 17 July 2014); 
two Executive Directors, Petar Cvetkovic 
(Chief Executive Officer) and Ian Pain 
(Chief Financial Officer) and one Non-
executive Director, Paul Murray (since 
17 July 2014). The Non-executive 
Directors constructively challenge and 
help to develop DX’s strategic priorities. 
Details of each Director’s background 
and experience can be found on page 26. 
The Board’s mix of skills and business 
experience ensures an informed review 
and debate of performance and strategy. 
The Board will regularly consider whether 
it is appropriate to appoint an additional 
Non-executive Director to further 
support the Board.
INDEPENDENCE
The actions and decisions of all the 
Non-executive Directors who served 
during the year and up to the date of this 
report are considered by the Board to be 
independent in both character and 
judgement. 
ROLE OF THE BOARD
The Board meets regularly to review DX’s 
strategy and to ensure that this is aligned 
with creating sustainable shareholder 
value. Directors are supplied with a 
comprehensive Board pack before all 
Board meetings which includes the 
agenda, previous minutes, detailed 
financial information and all other 
supporting papers necessary to have a 
fully informed discussion. The Board 
ensures that the necessary resources are 
in place to achieve DX’s strategic 
priorities. The Board is committed to the 
regular review of DX’s framework of 
internal controls to ensure the highest 
standard of corporate governance is 
achieved having regard to available 
resources. The key responsibilities of the 
Board (as set out in the schedule of 
matters reserved for the Board) are:
 – overall leadership and management 
of DX; 
 – setting DX’s values and standards, 
long-term objectives, commercial 
strategy and strategic direction;
 – review and approval of DX’s annual 
operating and capital expenditure 
budgets; 
 – oversight of DX’s operations and 
compliance;
 – ensuring sound management and 
maintenance of an appropriate system 
of internal control and risk 
management; 
 – approval of any extension of DX’s 
activities into new business or 
geographic areas; 
 – approval of major investments or 
capital projects;
 – decisions to cease to operate or 
dispose of any material part of 
DX’s business;
 – changes to the group’s financial, 
capital or corporate structure;
 – approval of the financial statements, 
Annual Report and Accounts, material 
contracts and contracts not in the 
ordinary course of business;
 – approval of dividend objective and 
dividend payments;
 – communications with shareholders 
and the market;
 – Board membership and composition 
of Board Committees; 
 – corporate governance and 
remuneration policy (including 
employee benefits); and
 – any decision likely to have a material 
impact on DX from any perspective, 
including, but not limited to, financial, 
operational, strategic or reputational.
A full copy of the schedule of matters 
reserved for the Board is available on 
www.dxdelivery.com.
Day-to-day operational and financial 
management is delegated to DX’s 
Executive Team (which includes both 
Executive Directors). The Executive Team 
also meets monthly and provides the 
Board with detailed monthly reports. 
Details on the background of each 
member of the Executive Team can be 
found on page 27.
The Board is responsible 
for ensuring the highest 
standards of corporate 
governance at DX and for 
promoting the long-term 
success of DX.
GOVERNANCE REPORT 30
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2015
Each Director receives induction 
training on appointment including 
visits to principal sites and meetings with 
operational management, and all Directors 
have access to the Company Secretary 
and independent legal advice on request.
All Directors act in what they consider to 
be the best interests of the company, 
consistent with their statutory duties.
In recognition of its importance, 
the first standing item of business at 
every scheduled Board meeting is the 
consideration of the health and safety 
report. Other regular reports include 
those from the Chief Executive Officer 
and Chief Financial Officer covering 
business performance, markets and 
competition, investor and analyst 
updates as well as progress against 
strategic objectives and capital 
expenditure projects. Board meetings 
are frequently held at different group 
locations in order to review 
local operations.
BOARD COMMITTEES
The Board has delegated certain 
responsibilities to the Audit Committee, 
the Remuneration Committee and 
the Nomination Committee. Each 
Committee operates according to its 
own terms of reference (available on 
www.dxdelivery.com).
The Audit Committee has primary 
responsibility for monitoring the quality 
of internal controls, ensuring that the 
financial performance of DX is properly 
measured, ensuring the integrity of the 
financial statements and reporting and 
reviewing reports from DX’s auditor 
relating to DX accounting and internal 
controls, in all cases having due regard 
to the interests of shareholders. The 
Remuneration Committee determines 
remuneration for the Executive Directors 
and the Executive Team. The Nomination 
Committee recommends the appointment 
of Directors and is responsible for 
succession planning. Further information 
on each Committee is set out in the 
relevant report on the following pages.
INVESTOR RELATIONS
DX places a great deal of importance 
on communication with all shareholders. 
There is regular dialogue with individual 
institutional shareholders throughout the 
year and formal presentations after the 
interim and preliminary results. 
DX has arranged a number of site 
visits for shareholders and other City 
commentators with the aim of providing 
them with increased exposure to DX 
operations and management. The 2015 
Annual General Meeting (‘AGM’) will 
be held on 9 November at 10.00am. 
The notice of the meeting is enclosed.  
It is also available to download from 
www.dxdelivery.com.
The Board encourages dialogue 
between the Directors and investors and 
the Directors are available at each AGM 
to hear the views of shareholders and 
to answer any questions about the 
business generally and about the 
resolutions proposed. 
The Directors are also able to 
meet shareholders or to respond to 
questions throughout the year upon 
request. The principal methods of 
communication with private investors 
remain the Annual Report and Accounts, 
the interim statements and DX’s website 
(www.dxdelivery.com). The website, 
which includes a DX investor centre, is 
viewed as an efficient and cost-effective 
way to communicate widely with all 
shareholders and DX’s financial reports, 
publications and press releases can be 
viewed here together with corporate 
governance information, key dates in the 
financial year, and news about DX, its 
services and issues affecting the industry.
The Board also received a regular 
summary of shareholder feedback from 
Zeus Capital (DX’s Nominated Adviser 
and Broker during the financial year). 
The Board appointed Numis Securities 
as a joint broker on 16 July 2015. 
GOVERNANCE REPORT CONTINUED
OPERATION OF THE BOARD
The Board meets monthly and there were 12 scheduled Board meetings during the financial year. Any specific actions arising during 
meetings agreed by the Board are followed up and reviewed at subsequent Board meetings to ensure their completion. The Board 
also keeps in close contact between formal meetings and will conduct ad hoc meetings as required. If a Director is unable to attend a 
Board meeting, the Chairman will canvass his views in advance and ensure that the Director is promptly advised of the outcome of 
the matters under discussion.
Attendance
1
 
Scheduled 
Board 
meetings
Audit 
Committee
Remuneration 
Committee
Nomination 
Committee
Bob Holt 10/12 2/2 3/3 1/1
Paul Murray 12/12 2/2 3/3 1/1
Petar Cvetkovic 12/12 n/a 3/3 n/a
Ian Pain 12/12 n/a n/a n/a
 
1 David Hoare also served as a Non-executive Director until 17 July 2014. There were no Board or Committee meetings held between 1 July 2014 and 17 July 2014. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
31
The members of the Audit Committee 
are the two Independent Non-executive 
Directors, Bob Holt and Paul Murray. 
The Board is confident that the collective 
experience of the Audit Committee 
members enables them, as a group, 
to act as an effective Committee. 
Attendance at meetings of the Audit 
Committee by non-members is by 
invitation and at the discretion of the 
Audit Committee. The Chief Executive 
Officer, the Chief Financial Officer and 
the KPMG LLP audit engagement partner 
(DX’s external auditor) will normally be 
invited to attend meetings of the Audit 
Committee. The Chairman of the Audit 
Committee meets regularly with the Chief 
Financial Officer and the external auditor.
The main duties of the Audit Committee 
are set out in its terms of reference and 
include the following:
 – to monitor the integrity of the financial 
statements of the group, including its 
annual and half-year reports and any 
other formal announcement relating 
to DX’s financial performance;
 – reviewing and reporting to the Board 
on any significant financial reporting 
issues and judgements which the 
financial statements contain having 
regard to matters communicated to 
it by the auditor;
 – to review and challenge where 
necessary:
• the consistency of, and any 
changes to, significant accounting 
policies both on a year-on-year 
basis and across the group; 
• whether DX has followed 
appropriate accounting standards 
and made appropriate estimates 
and judgements, taking into account 
the views of the external auditor;
• the clarity and completeness of 
disclosure in the financial reports; 
and
• all material information presented 
with the financial statements;
 – to keep under review the adequacy 
and effectiveness of DX’s internal 
financial controls and internal control 
and risk management systems;
 – to review and approve the content 
of the Annual Report and Accounts 
and advise the Board on whether, 
taken as a whole, it is fair, balanced 
and understandable and provides the 
information necessary for shareholders 
to assess DX’s performance, business 
model and strategy;
 – to review the adequacy of DX’s 
compliance, whistleblowing, controls 
for the prevention of bribery and 
procedures for detecting fraud;
 – to regularly assess the need for an 
internal audit function;
 – to consider and make 
recommendations to the Board, to be 
put to shareholders for approval at the 
AGM, in relation to the appointment, 
reappointment and removal of DX’s 
external auditor;
 – to oversee the relationship with 
the external auditor including 
recommendations on their 
remuneration, approval of their terms 
of engagement, annual assessment of 
their independence and objectivity 
taking into account relevant UK 
professional and regulatory 
requirements, and the relationship with 
the auditor as a whole, including the 
provision of any non-audit services;
 – to meet regularly with the external 
auditor and at least once a year, 
without management being present, 
to discuss the auditor’s remit and any 
issues arising from the audit; and
 – to review and approve the audit plan 
and review the findings of the audit.
During the year to 30 June 2015, the 
Audit Committee reviewed and endorsed 
the 2014 Annual Report, the half-year 
financial statements and results 
announcements, considered the 
proposed level of dividends to be paid, 
ahead of their approval by the Board, 
reviewed and updated the policy relating 
to the provision of non-audit services, 
and reviewed the company’s risk register 
and mitigation procedures. 
EXTERNAL AUDITOR
To ensure the auditor’s independence 
and objectivity, the Audit Committee 
annually reviews DX’s relationship with 
the auditor. Following the review in 2015, 
DX concluded that it has an objective and 
professional relationship with KPMG LLP 
and that there are sufficient controls and 
processes in place to ensure the required 
level of independence. In addition, the 
auditor is required to review and confirm 
its independence to the Audit Committee 
on a regular basis.
Having reviewed the auditor’s 
independence and performance the Audit 
Committee is recommending that KPMG 
LLP be reappointed as DX’s auditor at the 
next AGM.
AUDIT PROCESS
KPMG LLP prepare an audit plan 
which sets out the scope of and 
approach to the audit, significant risks 
and other areas to be targeted. This plan 
is reviewed and agreed in advance by the 
Audit Committee. Following their review, 
the auditors’ present their findings to the 
Audit Committee for discussion. No 
major areas of concern were highlighted 
by the auditor during the year.
NON‑AUDIT SERVICES
KPMG LLP may also be employed where, 
as a result of its position as auditor, it 
either must, or is best placed to, perform 
the work in question. A policy is in place 
in relation to the provision of non-audit 
services by the auditor to ensure that 
there is adequate protection of its 
independence and objectivity.
AUDIT COMMITTEE REPORT 32
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2015
The members of the Nomination 
Committee during the year were 
the two independent Non-executive 
Directors, Paul Murray (Chair except 
when the matters under consideration 
related to his position) and Bob Holt. 
The Committee meets according to 
DX’s requirements. The Committee 
met once during the year to consider 
the appointment of an additional 
Non-executive Director and agreed to 
keep this requirement under review.
The responsibilities of the Committee 
are set out in its terms of reference 
and include:
 – reviewing the structure and 
composition of the Board (including 
the skills, knowledge, experience and 
diversity) of the Board; 
 – recommendations to the Board with 
regard to any changes and new 
appointments taking into account the 
challenges and opportunities facing 
DX, and the skills and expertise 
needed on the Board in the future;
 – requiring that any proposed Director 
discloses any other business interests 
that may result in a conflict of interest 
and reports any future business 
interests that could result in a conflict 
of interest;
 – succession planning for both 
Executive and Non-executive 
Directors and in particular for the key 
roles of Chairman, Chief Executive 
Officer and the Executive Team;
 – the reappointment of any Non-
executive Director at the conclusion 
of their specified term of office having 
given due regard to their performance 
and ability to continue to contribute to 
the Board in the light of knowledge, 
skills and experience required;
 – the re-election of Directors by 
shareholders under the annual 
re-election provisions of the QCA 
Code or the retirement by rotation 
provisions in DX’s Articles of 
Association (‘Articles’);
 – ensuring that on appointment to the 
Board, Non-executive Directors 
receive a formal letter of appointment 
setting out clearly what is expected of 
them in terms of time commitment, 
Board Committee service and 
involvement outside Board meetings; 
and
 – membership of the Audit and 
Remuneration Board Committees.
NOMINATION COMMITTEE REPORT STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
33
CHAIRMAN’S ANNUAL STATEMENT
Dear Shareholder,
I took over from Bob Holt as Chairman of the Remuneration 
Committee with effect from 25 June 2015, having been a member 
of the Committee since I joined the Board in July 2014.
DX adopts a simple and clear approach to remuneration. 
Our policy is to attract and retain the best possible people who 
have the capability and drive to meet the company’s strategic 
and financial objectives. Accordingly, we offer our Executive 
Directors a basic salary that is fair and reasonable in comparison 
with companies of a similar size in similar industries and reflects 
each individual’s experience and contribution to the company. We 
incentivise the Executive Directors to drive strategy year-on-year 
by rewarding the achievement of the annual targets set by the 
Committee through an annual cash bonus scheme. The 
performance targets are linked to EBITDA growth and other KPIs 
including customer service levels. We believe that this effectively 
incentivises the Executive Team to create and protect shareholder 
value. Long-term performance related remuneration is achieved 
through participation in the Value Creation Plan (‘VCP’) (detailed 
below) which is closely aligned with the interests of shareholders.
As referred to earlier in this report, this year has been a 
challenging year for the business and for the logistics sector 
as a whole. Accordingly, the Committee has decided that there 
will be no increase in executive pay. In addition, despite hard 
work and dedication, the company’s overall performance in 
the financial year has failed to reach the necessary triggers 
and, as a result, no annual cash bonus is being paid to the 
Executive Directors.
PAUL MURRAY
CHAIRMAN OF THE REMUNERATION COMMITTEE
REPORT FROM THE REMUNERATION COMMITTEE 
The Board has delegated certain responsibilities for executive 
remuneration to the Remuneration Committee. 
The Remuneration Committee is chaired by Paul Murray. 
Bob Holt and Petar Cvetkovic are its other members. Any 
other attendees are at the invitation of the Committee Chairman 
only and will usually include the Chief People Officer and the 
Company Secretary. The Remuneration Committee meets 
according to DX’s requirements. There were three meetings held 
in the financial year. The Remuneration Committee determines 
the remuneration packages for the Chairman, the Executive 
Directors and the Executive Team and any major remuneration 
plans for the group. This includes implementation of the group’s 
share incentive plans. The Committee’s role is to ensure that the 
principles of the company’s remuneration policy are aligned with 
the business strategy and promote long-term shareholder value. 
Full terms of reference for the Committee are available on  
www.dxdelivery.com.
The Committee also receives advice and assistance from the 
Chief People Officer, the people team, the Company Secretary 
and its external legal and tax advisers.
The main items of business considered by the Remuneration 
Committee during the financial year included reviews of:
 – remuneration strategy and policy;
 – salary for Executive Directors and the Executive Team;
 – annual bonus payments; and
 – the establishment of an employee benefit trust.
There were no changes to the Directors’ remuneration in the 
financial year and no change to DX’s remuneration policy is 
anticipated in the coming financial year.
DIRECTORS’ REMUNERATION REPORT 
(INCLUDING THE REMUNERATION COMMITTEE REPORT)
PAUL MURRAY | 
 
NON‑ EXECUTIVE DIRECTOR 34
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2015
EXECUTIVE DIRECTORS’ SERVICE CONTRACTS AND 
TERMINATION POLICY
Each of the Executive Directors has a service agreement 
with DX Network Services Limited with an indefinite term and a 
fixed maximum termination period of 12 months. Any payments 
in respect of termination reflect base salary only and do not 
include annual bonus. The company’s policy on the setting 
of notice periods under the Executive Directors’ service 
agreements is considered to be in line with external market  
trends and is reviewed by role to protect the company’s 
knowledge and operations. 
The base salaries for the Executive Directors for 2015/2016 will 
be as follows:
2015/2016 2014/2015 % change
Petar Cvetkovic 
(Chief Executive 
Officer) £500,000 £500,000 nil
Ian Pain 
(Chief Financial 
Officer) £320,000 £320,000 nil
These salaries are fully inclusive of all benefits and the company 
does not provide a pension for the Executive Directors.
Each of the Executive Directors is eligible to participate in a 
discretionary annual bonus scheme, with the potential to receive 
bonus payments up to a maximum of 100% of salary. Any bonus 
payments are at the discretion of the Remuneration Committee 
and subject to such conditions, including EBITDA and/or KPI 
targets (such as service levels) as the Committee may determine. 
Bonuses are currently based on personal performance and 
achievement of the group’s strategic objectives and financial 
targets, and are made in line with the scheme rules which apply 
equally to all colleagues regardless of level. No bonuses will be 
paid to the Executive Directors in respect of this financial year. 
Only the Remuneration Committee can authorise executive 
termination payments.
NON‑ EXECUTIVE DIRECTORS
Non-executive Directors have letters of appointment each with 
a term of three years (subject to re-election at the AGM) and a 
fixed maximum termination period of three months. 
The annual fees for the Non-executive Directors for 2015/2016 
will be as follows:
2015/2016 2014/2015 % change
Bob Holt £90,000 £90,000
1
nil
Paul Murray £40,000 £40,000 nil
1 Bob Holt received an annual fee of £50,000 as a Non-executive 
Director until 17 July 2014, thereafter an annual fee of £90,000 as 
Non-executive Chairman.
Pay for all other employees is based upon external market rates, 
job role, internal comparators and business impact. Both DX’s 
financial and operational performance, and each person’s 
personal performance are also taken into account when setting 
salaries; DX does not reward poor performance. 
Remuneration benchmarking has been undertaken for a 
variety of operational and sales positions during the last 
financial period and the company has reviewed its pay 
strategy for operational roles. 
PERFORMANCE EVALUATION
DX has not undertaken a formal evaluation of the Board or 
its Committees in this financial year. The existing approach is 
unlikely to change but the Remuneration Committee is keen to 
ensure that the reward strategy remains closely aligned with 
the DX business strategy as it evolves. The performance of the 
Executive Directors is reviewed annually in accordance with 
DX’s personal performance plan system. 
DIRECTORS’ SHAREHOLDINGS 
The Directors who held office at 30 June 2015 had the following 
interests, including family interests, in the shares of the company 
(excluding any entitlements that may become due under 
the VCP).
Ordinary 
shares 
30 June 
2015
Petar Cvetkovic 2,594,593
Ian Pain 932,001
Bob Holt 100,000
Paul Murray nil
The market price of ordinary shares on 30 June 2015 was £0.86 
and the range during the period from 1 July 2014 to 30 June 
2015 was from £0.78 to £1.28.
DIRECTORS’ REMUNERATION REPORT CONTINUED
(INCLUDING THE REMUNERATION COMMITTEE REPORT) STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
35
TOTAL SINGLE FIGURE OF REMUNERATION FOR DIRECTORS (AUDITED)
The table below sets out a single figure for the total remuneration received by each Director for the year ended 30 June 2015 and the 
prior year.
Executive Directors Non-executive Directors
4
Petar Cvetkovic Ian Pain Bob Holt Paul Murray
Year to  
30 June 
2015
Year to  
30 June
2014
1
Year to  
30 June 
2015
Year to  
30 June
2014
1
Year to  
30 June 
2015
Year to  
30 June 
2014
Year to  
30 June 
2015
Year to  
30 June 
2014
Base salary/fee £500,000 £500,000 £320,000 £286,581 £88,370 £17,842 £36,667 n/a
3
Taxable benefits nil nil nil nil nil nil nil nil
Annual bonus 
scheme nil £333,334 nil £196,648 n/a n/a n/a n/a
Maximum bonus 
potential (100% of 
base salary) 500,000 £333,334 £320,000 £196,648 n/a n/a n/a n/a
Long-term incentive 
plan
2
nil nil nil nil n/a n/a n/a n/a
Pension benefits nil nil nil nil n/a n/a n/a n/a
Total £500,000 £833,334 £320,000 £483,229 £88,370 £17,842 £36,667 n/a
1 Includes income for the eight-month period prior to Admission of the company.
2 Long-term performance related remuneration is achieved through participation in the VCP (see below).
3 Paul Murray was appointed on 17 July 2014.
4 David Hoare served as a Non-executive Director until 17 July 2014 and was paid £4,192 in this period.
DIRECTORS’ INTERESTS IN ALL SHARE PLANS (EXCLUDING VCP) 
No Directors held options under the company’s CSOP and SAYE schemes.
EXECUTIVE DIRECTORS’ EXTERNAL APPOINTMENTS
Petar Cvetkovic also served as a Non-executive Director of boohoo.com plc until he resigned from this position on 14 October 2014 
and received a fee of £40,000 per annum which he retained. As at the date of this report, neither of the Executive Directors serves 
as a paid Director on any external board.
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table shows the company’s actual spend on pay (for all employees) relative to dividends and retained profit.
2015 
£m
2014 
£m Change
Staff costs £77.5 £84.5 –8.3%
Dividends £8.0 nil
1
n/a
Profit before tax £24.8 £7.1
2
249%
1 No dividends paid in the period from 27 February 2014 (date of Admission) to 30 June 2014.
2 Excludes exceptional items. 36
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2015
DIRECTORS’ REMUNERATION REPORT CONTINUED
(INCLUDING THE REMUNERATION COMMITTEE REPORT)
SHARE PLANS
To further incentivise and support the retention of senior 
management (including the Executive Directors and the 
Executive Team) and therefore ultimately to enhance 
shareholder value, DX adopted three share plans on Admission. 
The share plans adopted by DX are made up of three incentive 
arrangements:
(1) the DX (Group) plc VCP, which will reward the Executive 
Team (including the Executive Directors) in the event that 
shareholder value is created; 
(2) the SAYE plan, which is an HMRC approved scheme under 
which options over ordinary shares were offered to all 
employees of DX who had been employed for the relevant 
qualifying period; and
(3) the CSOP, which is also an HMRC approved scheme, under 
which selected management were granted market value 
options over ordinary shares. The CSOP also has an 
unapproved schedule under which options were granted in 
excess of the HMRC approved scheme limit.
The company has also established an employee benefit trust 
which holds some shares in the VCP. This is a discretionary trust 
and its aim is to reward long service in non-management level 
staff who remain with the company for the qualifying period.
VALUE CREATION PLAN (VCP)
Under the VCP, A ordinary shares in DX (VCP) Limited (a 
subsidiary of the company) were issued to the Executive 
Directors and the six other members of the Executive Team. The 
A ordinary shares were issued at nil cost and PAYE and National 
Insurance contributions have been accounted for on the value of 
these shares at acquisition.
The A ordinary shareholders are only entitled to realise any 
value from their A ordinary shares if pre-determined value 
hurdles are exceeded and after the expiry of minimum holding 
periods described below (referred to as ‘vesting period’). The 
value hurdles are detailed in the DX (VCP) Limited share rights 
and are linked to the market capitalisation of the group. The 
A ordinary shareholders will, to the extent that the hurdle has 
been exceeded, be able to realise value by disposing of their 
A ordinary shares to the company following publication of the 
company’s financial results for the year ending 30 June 2017. 
The A ordinary shareholders also have the opportunity to 
dispose of 50% of their shares at an earlier date (on the 
publication of the results for the year ended 30 June 2016) 
but the ability to dispose at this earlier date is subject to the 
company share price having hit a pre-determined target. The 
company has the choice as to whether to settle the disposal in 
cash or by the issue of shares in the company. The company’s 
current intention is to issue shares in the company.
Retaining ownership of the A ordinary shares is conditional on 
continuing employment. Specific rules will apply if the employee 
ceases employment during the vesting period.
The A ordinary shares have no dividend rights and very limited 
voting rights.
The Executive Directors also acquired B ordinary shares in DX 
(VCP) Limited. The B ordinary shares were acquired at market 
value. The B ordinary shares have limited economic rights but 
entitle each of the B shareholders to 5% of the voting rights in 
DX (VCP) Limited.
The Executive Directors’ shareholdings in DX (VCP) Limited at 
30 June 2014 are as follows:
Director
A ordinary 
shares of 
£0.01 each
B ordinary 
shares of 
£0.01 each
Petar Cvetkovic 34 500
Ian Pain 30 500
A ordinary shares in DX (VCP) Limited carry no voting rights; 
B ordinary shares entitle the holders to 10% of the voting rights 
in that company.
Further details of the scheme are provided above and in note 27 
to the accounts.
LONG‑ TERM INCENTIVE PLANS AND SHARE 
OPTION AWARDS
COMPANY SHARE OPTION PLAN (‘CSOP’)
On 26 February 2014 the company approved a share option 
plan that entitles key management personnel and senior 
employees to purchase shares in the company, further details 
of which are provided in note 27 to the accounts. As at 30 June 
2015, the plan entitled holders of vested options to purchase 
shares at the market price of the shares at the date of the grant. 
Options were initially granted to 166 employees over 4,590,000 
shares, with further options granted to existing employees and a 
further 14 employees over 300,000 shares during the year. At 
30 June 2015, 39 options (420,000 shares) had lapsed.
SAYE SCHEME
The company approved its SAYE scheme on 26 February 2014, 
further details of which are provided in note 27 to the accounts. 
Out of a total of 591 eligible employees, 491 participated in the 
SAYE scheme as at 30 June 2015. The company aims to open a 
window for eligible employees to enter the scheme in the next 
financial year.
This report was approved by the Board and signed on its 
behalf by:
PETAR CVETKOVIC
CHIEF EXECUTIVE OFFICER
5 OCTOBER 2015 STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
37
DIRECTORS’ REPORT
The names and biographical details of the Directors currently 
serving on the Board are set out on page 26. All of the Directors 
served on the Board from the start of the financial year until the 
date of this report other than Paul Murray who was appointed 
on 17 July 2014. David Hoare also served as Non-executive 
Chairman until 17 July 2014. Bob Holt was appointed 
Non-executive Chairman on David Hoare’s retirement.
The company’s approach to the appointment and replacement 
of Directors is governed by its Articles (together with the relevant 
legislation) and takes into consideration any recommendations 
of the QCA Code.
The company’s Articles require that all Directors should be 
subject to election by shareholders at the first AGM following 
their appointment and that one-third of the Directors (or the 
number nearest to but not less than one-third) retire by rotation 
at each AGM, with each Director also being subject to re-
election at intervals of not more than three years. At the first 
AGM of the company in November 2014 all the current Directors 
of the company offered themselves for election or re-election. 
The retirement by rotation provisions of the Articles will apply 
going forward. Accordingly, Ian Pain offers himself for re-
election at the 2015 AGM and the Board recommends to 
shareholders the re-election of Ian Pain who continues to 
demonstrate commitment to his role as Chief Financial Officer 
and whose individual performance continues to be effective.
The Board has the power to appoint additional Directors or 
to fill a casual vacancy amongst the Directors. Any Director so 
appointed by the Board holds office only until the next AGM and 
may then offer himself/herself for election by the shareholders.
The powers of the Directors are determined by the Articles, the 
Companies Act 2006 and other relevant legislation. At the 2014 
AGM, the Directors were authorised to issue and allot shares and 
to disapply the statutory pre-emption rights. This authority 
remains in place until the conclusion of the 2015 AGM. It will be 
proposed at the 2015 AGM that the Directors will be granted a 
new authority to allot shares, to disapply the statutory pre-
emption rights and the authority to buy back shares. The 
company may by ordinary resolution declare dividends not 
exceeding the amount recommended by the Board.
RESULTS AND DIVIDENDS
The results for the year ended 30 June 2015 are shown on 
page 41. The group’s profit for the year after tax was £19.9 
million. The Directors recommend a final dividend of 4p per 
share be paid on 16 November 2015 to ordinary shareholders on 
the register of members at the close of business on 9 October 
2015. The ex-dividend date will be 8 October 2015.
PRINCIPAL ACTIVITIES, RISKS AND REVIEW OF 
THE BUSINESS
The group’s continuing activities are the provision of mail, 
packets, parcels and freight delivery services in the UK and the 
Republic of Ireland. The principal activity of the company is that 
of a holding company.
The Strategic Report set out on pages 1 to 25 provides a fair 
review of the group’s business for the year ended 30 June 2015. 
It also explains the objectives and strategy of the group, its 
competition and the markets in which it operates, the principal 
risks and uncertainties it faces, the group’s financial position, 
key performance indicators and likely future developments 
of the business.
RISK MANAGEMENT AND INTERNAL CONTROL
DX has in place a system of internal financial controls 
commensurate with its current size and activities.
The Board has overall responsibility for DX’s system of internal 
control to safeguard the company’s assets and shareholders’ 
investments. The risk management process and systems of 
internal controls are designed to identify the main risks that the 
group is exposed to, and ensure that appropriate policies and 
procedures are in place to minimise these risks to the group, 
including the establishment of appropriate business continuity 
planning arrangements. The company maintains a risk 
management register which is managed by a Risk Management 
Committee and discussed every six months with the Board.
The Board has reviewed the effectiveness of the system of 
internal control for the year ended 30 June 2015 and up to the 
date of the signing of the Annual Report and Accounts. The 
Board will continue to develop and implement internal control 
procedures appropriate to DX’s activities and scale.
The Board recognises that an essential part of its responsibility 
is the effective safeguarding of assets, the proper recognition of 
liabilities and the accurate reporting of results. The group has a 
comprehensive system for regular reporting to the Board. This 
includes monthly management accounts and an annual planning 
and budgeting system with budgets approved by the Board. 
The financial reporting system compares against budget and 
prior year, and the Board reviews its financial year forecasts on 
a monthly basis.
The Board has established a formal policy of authorisation 
setting out matters which require its approval and certain 
authorities which are delegated to the Executive Directors.
GOING CONCERN
The Directors are satisfied that the group has the appropriate 
capital structure to enable it to invest in facilities, equipment and 
staff as required, and to continue in operational existence for the 
foreseeable future. Thus they continue to adopt a going concern 
basis in preparing the financial statements.
Further details regarding the adoption of the going concern 
basis can be found in the basis of preparation of accounts in 
note 2 to the financial statements.
CORPORATE GOVERNANCE
The Board is fully committed to high standards of corporate 
governance. Details relating to the company’s compliance with 
the QCA Code for the financial year and a description of the 
company’s management and reporting structure are given in the 
Corporate Governance and Directors’ Remuneration Reports on 
pages 28 to 36.
ANTI‑ BRIBERY AND CORRUPTION
DX takes a zero-tolerance approach to bribery and corruption 
and has a formal anti-corruption and bribery policy in place. 
Training is provided to set the clear expectation that staff must 
act professionally and with integrity in all business dealings and 
regular reminders are sent out reminding colleagues of their 
obligations and to complete the gift register. 38
GOVERNANCE REPORT
ANNUAL REPORT AND ACCOUNTS 2015
DIRECTORS’ REPORT CONTINUED
WHISTLEBLOWING
DX has whistleblowing procedures under which colleagues are 
encouraged to inform the Executive Team or any Director of any 
concerns they may have that the practices of DX or individuals 
are wrongful or contravene any applicable laws or regulations.
CORPORATE RESPONSIBILITY
Information on corporate responsibility matters are set out on 
pages 20 to 23. These include disclosures on DX’s environmental 
policies (including details of the group’s greenhouse gas 
emissions as required to be disclosed under the Companies Act 
2006), health and safety, employee rights and gender diversity 
policies. Further details can also be found on the DX website 
www.dxdelivery.com.
OUR COLLEAGUES
DX aims to create a culture where colleagues of all backgrounds 
and experience feel appreciated and valued. This is underpinned 
by the culturally diverse workforce employed by the group, 
which reflects the local populations in the areas where DX 
operates. In all cases the group fulfils its legal obligations under 
the Equality Act 2010. Additionally, DX audits gender pay 
equality biannually.
DX strives to surpass its legal obligations through the 
implementation of its policies and programmes for recruitment, 
career development and promotion which are based solely on 
the ability and performance of the individual and the needs of 
the group’s business.
The group continues to invest in its colleagues with ongoing 
programmes which focus on personal performance and 
learning and development. The group’s commitment to 
colleague development can be demonstrated by recording 
over 3,000 attendances to learning and development events 
in the financial year.
During the year, DX’s sales teams have continued to participate 
in a customer focused sales training and coaching programme 
aimed at increasing their capability and DX has continued to 
focus on ensuring those colleagues who drive vehicles of 
7.5 tonnes or over hold a Driver Certificate of Professional 
Competence. 
All of these programmes have been essential to maintaining our 
focus on our customer and ensuring that DX keeps its customer 
promise – ‘Delivered Exactly’.
All colleagues are offered a competitive benefits package, which 
includes a provision for death in service benefit, a number of 
voluntary benefits to support colleagues’ welfare and the 
opportunity to participate in one of the group’s stakeholder 
pension schemes.
At admission, all eligible colleagues had the opportunity to 
participate in a SAYE, share save scheme. In addition, qualifying 
management colleagues have the opportunity to participate in 
a CSOP and options are granted after the announcement of 
full and interim results. Both of these schemes provide an 
opportunity for our colleagues to personally participate in the 
success of DX. Further details are set out in the Directors’ 
Remuneration Report on pages 33 to 36.
The group encourages an active interest in company activities 
at all levels and seeks to receive and consider the views of 
colleagues over a wide range of subjects. This aim is achieved 
through a fully representative colleague partnership programme, 
which ensures two-way communications and colleague 
involvement through biannual meetings. The colleague partners 
have access to the Executive Team to report and discuss any 
issues arising. Regular news bulletins are distributed throughout 
the group and a quarterly newspaper is produced with a mixture 
of business and colleague news. Senior management also attend 
monthly conference calls lead by the Chief Executive Officer and 
quarterly conferences to ensure cohesive engagement throughout 
the company and to raise awareness of the financial and economic 
factors affecting the company’s performance. 
LABOUR TURNOVER 26.1%
Labour turnover is reported at group level, showing voluntary 
leavers during the last financial year. There has been a 5% 
reduction in voluntary leavers over the 12 months since June 2014.
DISABLED EMPLOYEES
Applications for employment by disabled persons are always 
fully considered, bearing in mind the aptitudes of the applicant 
concerned. In the event of members of staff becoming disabled, 
every effort is made to ensure that their employment with the 
group continues and that appropriate training is arranged. It is 
the policy of the group that the training, career development 
and promotion of disabled persons should, as far as possible, be 
identical to that of other employees.
NOTIFIABLE INTERESTS
The company has been notified of direct and indirect interests in 
voting rights equal to or exceeding 3% of the ordinary share 
capital of the company as set out in the table below:
30 September 2015
FUND MANAGER
Percentage 
Holding
Number of 
shares
Hargreave Hale 11.9% 23,768,326
J O Hambro Capital Management 9.5% 19,083,697
Ruffer LLP 6.5% 13,073,667
AXA Framlington 6.4% 12,905,000
River & Mercantile Asset 
Management 6.0% 12,054,188
Unicorn Asset Management 5.1% 10,128,306
Henderson Global Investors 4.8% 9,569,876
Premier Asset Managers 4.2% 8,433,454
Liontrust Asset Management 4.2% 8,427,370
Miton Asset Management Limited 3.4% 6,902,420
M&G Investments 3.4% 6,823,759
Chelverton Asset Management 3.3% 6,525,000
EdenTree Investment Management 3.1% 6,150,000
Per shareholder register as at 30 September 2015.
SHARE CAPITAL
Details of the company’s share capital are set out in note 19 to 
the consolidated financial statements. The company’s issued 
share capital consists of 200,525,500 ordinary shares with a 
nominal value of £0.01 each. All shares rank equally and are fully 
paid. No person holds shares carrying special rights with regard 
to the control of the company. Each share carries the right to 
one vote at general meetings of the company and no right to 
fixed income. The company has no treasury shares. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
39
DIRECTORS’ INTERESTS
The number of ordinary shares of the company in which the 
Directors are beneficially interested is set out in the Directors’ 
Remuneration Report on page 34.
No Director had any dealings in the shares of the company 
between 30 June 2015 and the date of this report.
At the time of Admission, each of the Executive Directors 
undertook with the company’s Nominated Adviser and Broker, 
Zeus Capital, not to dispose of any of the ordinary shares in 
which he was interested at Admission within 12 months of 
Admission (the ‘Lock-Up Period’) other than through Zeus 
Capital subject to certain customary covenants. In addition, 
each of the Executive Directors has undertaken with Zeus 
Capital not to dispose of any of the ordinary shares during the 
period from the Lock-Up Period until the date falling 12 months 
from the date of expiry of the Lock-Up Period (27 February 
2016) unless:
 – the relevant Executive Director had given Zeus Capital at 
least five business days’ notice of the proposed disposal;
 – Zeus Capital has given its prior written consent to the 
proposed disposal; and
 – the proposed disposal is brokered through Zeus Capital on 
a best execution basis.
DIRECTOR INDEMNITIES AND INSURANCE
In accordance with the Companies Act 2006 and the 
company’s Articles, the company has purchased Directors’ and 
officers’ liability insurance, which remains in place at the date of 
this report. The company reviews its insurance policies on an 
annual basis in order to satisfy itself that its level of cover 
remains adequate. 
AMENDMENT TO COMPANY’S ARTICLES
The company may alter its Articles by special resolution passed 
at a general meeting.
DONATIONS
Charitable donations in the year ended 30 June 2015 amounted 
to £13,007 (2014: £35,437), of which £8,000 (2014: £15,500) 
was donated to Scotty’s Little Soldiers.
No payments were made to any political parties (2014: £nil).
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT 
OF THE STRATEGIC REPORT, THE DIRECTORS’ REPORT AND 
THE FINANCIAL STATEMENTS 
The Directors are responsible for preparing the Strategic Report, 
the Directors’ Report and the financial statements in accordance 
with applicable law and regulations. The company has chosen 
to include certain matters in its Strategic Report that would 
otherwise be disclosed in this Directors’ Report. An indication of 
likely future developments may be found in the Strategic Report.
Company law requires the Directors to prepare group and 
parent company financial statements for each financial year. 
As required by the AIM Rules of the London Stock Exchange 
they are required to prepare the group financial statements in 
accordance with International Financial Reporting Standards 
(‘IFRSs’) as adopted by the EU and applicable law and have 
elected to prepare the parent company financial statements 
on the same basis.
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 parent 
company and of their profit or loss for that period. In preparing 
each of the group and parent company financial statements, the 
Directors are required to: 
 – select suitable accounting policies and then apply them 
consistently; 
 – make judgements and estimates that are reasonable and 
prudent; 
 – state whether they have been prepared in accordance with 
IFRSs as adopted by the EU; and 
 – prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the group and the 
parent company will continue in business.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the parent 
company’s transactions and disclose with reasonable accuracy 
at any time the financial position of the parent company and 
enable them to ensure that its financial statements comply with 
the Companies Act 2006. They have general responsibility for 
taking such steps as are reasonably open to them to safeguard 
the assets of the group and to prevent and detect fraud and 
other irregularities. 
The Directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
company’s website. Legislation in the UK governing the 
preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and Accounts, 
taken as a whole, is fair, balanced and understandable and 
provides the information necessary for shareholders to assess 
the group’s performance, business model and strategy.
Each of the Directors, whose names and functions are listed 
on page 26 of the Annual Report confirm that, to the best of 
their knowledge:
 – the group financial statements, which have been prepared 
in accordance with IFRSs as adopted by the EU, give a true 
and fair view of the assets, liabilities, financial position and 
profit/loss of the group;
 – the Strategic Report and Directors’ Report include a fair 
review of the development and performance of the business 
and the position of the group, together with a description of 
the principal risks and uncertainties that it faces;
 – there is no relevant audit information of which the company’s 
auditor are unaware; and
 – they have taken all the steps that they ought to have taken as 
Directors in order to make themselves aware of any relevant 
audit information and to establish that the company’s auditor 
are aware of that information.
By order of the Board
IAN PAIN
CHIEF FINANCIAL OFFICER
5 OCTOBER 2015 40
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
INDEPENDENT AUDITOR’S REPORT 
TO THE MEMBERS OF DX (GROUP) PLC
We have audited the financial statements of DX (Group) plc 
for the year ended 30 June 2015 set out on pages 41 to 64. 
The financial reporting framework that has been applied in 
their preparation is applicable law and International Financial 
Reporting Standards (‘IFRSs’) as adopted by the EU 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 Directors’ Responsibilities 
Statement set out on page 39, the Directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view. Our responsibility is 
to audit, and express an opinion on, the financial statements in 
accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s Ethical Standards 
for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS 
A description of the scope of an audit of financial statements 
is provided on the Financial Reporting Council’s website at 
www.frc.org.uk/auditscopeukprivate.
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 30 June 2015 and of the group’s profit for the year 
then ended; 
 – the group financial statements have been properly prepared 
in accordance with IFRSs as adopted by the EU; 
 – the parent company financial statements have been properly 
prepared in accordance with IFRSs as adopted by the EU 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. 
DEREK MCALLAN 
(SENIOR STATUTORY AUDITOR) 
for and on behalf of KPMG LLP, Statutory Auditor 
Chartered Accountants 
Arlington Business Park
Theale
Reading
RG7 4SD
5 October 2015
Company registered number 08696699  STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
41
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2015
2015 2014
Notes £m
Trading
£m
Exceptional 
items
£m
Total
£m
Revenue 5 297.5 312.0 – 312.0
Operating costs 6 (272.2) (284.9) (13.6) (298.5)
Results from operating activities 25.3 27.1 (13.6) 13.5
Analysis of results from operating activities
Earnings before interest, tax, depreciation and amortisation 
(‘EBITDA’) from ongoing activities 33.7 33.7 – 33.7
EBITDA from disposed activities – 0.7 – 0.7
Depreciation (3.4) (3.1) – (3.1)
Amortisation of software and development costs (3.1) (2.6) – (2.6)
Amortisation of other intangibles (1.9) (1.6) – (1.6)
Exceptional items 9 – – (13.6) (13.6)
Results from operating activities 25.3 27.1 (13.6) 13.5
Finance income 10 – 0.7 0.8 1.5
Finance costs 10 (0.5) (20.7) (50.0) (70.7)
Net finance costs (0.5) (20.0) (49.2) (69.2)
Profit/(loss) before tax 24.8 7.1 (62.8) (55.7)
Tax income/(expense) 11 (4.9) (3.1) 3.8 0.7
Profit/(loss) for the period 19.9 4.0 (59.0) (55.0)
Other comprehensive income – – – –
Total comprehensive income/(expense) for the period 19.9 4.0 (59.0) (55.0)
Earnings per share (pence):
Basic 21 9.9 5.1 (75.3) (70.2)
Adjusted 10.9 10.7
Adjusted earnings per share is calculated after:
 – excluding amortisation of other intangibles;
 – excluding EBITDA from disposed activities and exceptional items including third party and shareholder related interest on the 
pre-Admission capital structure for the year to 30 June 2014; and
 – including in the comparative year to 30 June 2014 a notional third party interest charge to reflect the capital cost had the debt 
structure put in place at Admission been in place throughout the year ended 30 June 2014.
The notes on pages 47 to 64 form part of these financial statements. 42
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2015
Notes
2015
£m
2014
£m
Non-current assets
Property, plant and equipment 13 18.6 18.7
Intangible assets and goodwill 14 199.3 197.7
Investments in associates 16 1.9 –
Deferred tax assets 24 1.3 1.2
Total non-current assets 221.1 217.6
Current assets
Trade and other receivables 17 38.8 49.2
Cash and cash equivalents 18 7.0 1.1
Total current assets 45.8 50.3
Total assets 266.9 267.9
Equity
Share capital 19 2.0 2.0
Share premium 20 181.4 181.4
Reverse acquisition reserve 20 – 280.0
Other reserves 20 0.1 0.1
Retained earnings 20 10.7 (281.5)
Total equity 194.2 182.0
Non-current liabilities
Loans and borrowings – third party 22 7.3 8.4
Provisions 23 3.5 7.3
Total non-current liabilities 10.8 15.7
Current liabilities
Current tax liabilities 2.6 0.8
Loans and borrowings – third party 22 1.2 4.5
Trade and other payables 25 34.2 36.9
Deferred income 23.9 28.0
Total current liabilities 61.9 70.2
Total liabilities 72.7 85.9
Total equity and liabilities 266.9 267.9
The financial statements were approved by the Board of Directors on 5 October 2015 and signed on its behalf by:
PETAR CVETKOVIC
CHIEF EXECUTIVE OFFICER
IAN PAIN
CHIEF FINANCIAL OFFICER
The notes on pages 47 to 64 form part of these financial statements. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
43
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2015
Notes
2015
£m
2014
£m
Non-current assets
Investments 15 206.8 198.6
Total non-current assets 206.8 198.6
Current assets
Other receivables 17 0.2 0.4
Total current assets 0.2 0.4
Total assets 207.0 199.0
Equity
Share capital 19 2.0 2.0
Share premium 20 181.4 181.4
Retained earnings 20 12.6 5.3
Total equity 196.0 188.7
Non-current liabilities
Loans and borrowings – third party 22 7.3 8.4
Trade and other payables 25 1.0 –
Total non-current liabilities 8.3 8.4
Current liabilities
Current tax liabilities 1.3 0.3
Loans and borrowings – third party 22 1.2 1.2
Trade and other payables 25 0.2 0.4
Total current liabilities 2.7 1.9
Total liabilities 11.0 10.3
Total equity and liabilities 207.0 199.0
The financial statements were approved by the Board of Directors on 5 October 2015 and signed on its behalf by:
PETAR CVETKOVIC
CHIEF EXECUTIVE OFFICER
IAN PAIN
CHIEF FINANCIAL OFFICER
The notes on pages 47 to 64 form part of these financial statements. 44
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2015
Notes
Share 
capital
£m
Share 
premium
£m
Reverse 
acquisition 
reserve
£m
Translation 
reserve
£m
Retained 
earnings
£m
Total
£m
At 1 July 2013 0.2 – 142.2 0.1 (226.5) (84.0)
Total comprehensive expense for 
the year
Loss for the year – – – – (55.0) (55.0)
Total comprehensive expense for 
the year – – – – (55.0) (55.0)
Transactions with owners of 
the company, recognised  
directly in equity
Issue of shares 1.8 183.2 – – – 185.0
Capital reconstruction – – 137.8 – – 137.8
Share issue expenses – (1.8) – – – (1.8)
Total transactions with owners of 
the company 1.8 181.4 137.8 – – 321.0
At 30 June 2014 2.0 181.4 280.0 0.1 (281.5) 182.0
Total comprehensive income for 
the year
Profit for the year – – – – 19.9 19.9
Reverse acquisition reserve transfer 20 – – (280.0) – 280.0 –
Total comprehensive income for 
the year – – (280.0) – 299.9 19.9
Transactions with owners of 
the company, recognised  
directly in equity
Dividends – – – – (8.0) (8.0)
Share-based payment transactions 8 – – – – 0.3 0.3
Total transactions with owners of 
the company – – – – (7.7) (7.7)
At 30 June 2015 2.0 181.4 – 0.1 10.7 194.2
The reverse acquisition reserve has been transferred to retained earnings in the year following a decision to reclassify these amounts 
to the retained earnings reserve.
The notes on pages 47 to 64 form part of these financial statements. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
45
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2015
Notes
Share 
capital
£m
Share 
premium
£m
Retained 
earnings
£m
Total
£m
On incorporation – – – –
Total comprehensive income for the year
Profit for the year – – 5.3 5.3
Total comprehensive income for the year – – 5.3 5.3
Transactions with owners of the company,  
recognised directly in equity
Issue of shares 2.0 183.2 – 185.2
Share issue expenses – (1.8) – (1.8)
Total transactions with owners of the company 2.0 181.4 – 183.4
At 30 June 2014 2.0 181.4 5.3 188.7
Total comprehensive income for the year
Profit for the year – – 15.3 15.3
Total comprehensive income for the year – – 15.3 15.3
Transactions with owners of the company,  
recognised directly in equity
Dividends – – (8.0) (8.0)
Total transactions with owners of the company – – (8.0) (8.0)
At 30 June 2015 2.0 181.4 12.6 196.0
The notes on pages 47 to 64 form part of these financial statements. 46
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2015
Notes
2015
£m
2014
£m
Cash flows from operating activities
Profit/(loss) for the period 19.9 (55.0)
Exceptional items:
– Non-cash finance costs – 49.2
– Gain on sale of DX Business Direct – (1.1)
– Impairment charges – 10.0
– Gain on debt buy back – (0.8)
Cash flow before exceptional items 19.9 2.3
Adjustments for non-cash items:
– Depreciation 3.4 3.1
– Amortisation of intangible assets 5.0 4.2
– Non-cash finance costs 0.1 16.9
– Gain on sale of property, plant and equipment – (0.1)
– Equity-settled share-based payment transactions 0.3 –
– Tax 1.7 (0.7)
Net cash profit 30.4 25.7
Changes in:
– Trade and other receivables 7.9 3.0
– Trade and other payables (2.7) (1.9)
– Deferred income (4.1) (1.1)
– Provisions (3.8) (1.9)
Net change in working capital (2.7) (1.9)
Cash generated from operating activities 27.7 23.8
Cash flows from investing activities
Proceeds from sale of DX Business Direct 2.5 2.5
Proceeds from sale of property, plant and equipment 0.1 0.3
Acquisition of associate (1.9) –
Acquisition of trademarks and domain names (1.0) –
Acquisition of property, plant and equipment (3.3) (5.0)
Acquisition of customer relationships – (0.3)
Software and development expenditure (5.6) (3.7)
Net cash used in investing activities (9.2) (6.2)
Net increase in cash before financing activities 18.5 17.6
Cash flows from financing activities
Issue of shares – 185.0
New bank loans – 10.0
Repayment of bank borrowings (1.2) (155.9)
Repayment of mezzanine instrument – (79.0)
Repayment of mortgage facility – (3.1)
Payment of finance lease liabilities – (0.7)
Movement on invoice discounting facilities – (4.1)
Share issue expenses – (1.8)
Loan issue costs – (0.4)
Equity dividends paid (8.0) –
Net cash used in financing activities (9.2) (50.0)
Net increase/(decrease) in cash and cash equivalents 9.3 (32.4)
Cash and cash equivalents at beginning of period (2.2) 30.2
Effect of exchange rate fluctuations on cash held (0.1) –
Cash and cash equivalents at end of period 18 7.0 (2.2)
The notes on pages 47 to 64 form part of these financial statements. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2015
1 REPORTING ENTITY
The principal activity of DX (Group) plc (the ‘company’) and its subsidiaries (together, the ‘group’ or ‘DX’) is the provision of mail, 
packets, parcels and freight delivery services. The company is incorporated and domiciled in the UK. The address of its registered 
office is: DX House, Ridgeway, Iver, Buckinghamshire SL0 9JQ. The registered number of the company is 08696699. 
2 BASIS OF PREPARATION
STATEMENT OF COMPLIANCE
The consolidated and company financial statements have been prepared and approved by the Directors in accordance with IFRSs as 
adopted by the European Union (‘Adopted IFRSs’).
The consolidated financial statements were authorised for issue by the Board of Directors on 5 October 2015.
JUDGEMENTS AND ESTIMATES
The preparation of financial information in conformity with IFRSs requires management to make estimates and assumptions that 
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues 
and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, 
event or actions, actual amounts ultimately may differ from those estimates. 
GOING CONCERN
The group’s business activities, together with the factors likely to affect its future development, performance and position are set 
out in the Chief Executive Officer’s Review on pages 8 to 11, the Chief Financial Officer’s Review on pages 14 to 19, and the Directors’ 
Report on pages 37 to 39. These statements describe the financial position of the group; its cash flows, liquidity position and 
borrowing facilities; the group’s objectives, policies and processes for managing its capital; its financial risk management objectives; 
details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.
The current economic conditions create uncertainty, particularly over the level of demand for the group’s services. The group’s 
forecasts and projections, taking account of reasonably possible changes in trading performance, show that it has no requirement 
for any additional short-term borrowing facilities and that there is headroom against the group’s banking covenants.
After careful consideration the Directors have a reasonable expectation that the company and the group will have adequate 
resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in 
preparing the Annual Report and Accounts.
CAPITAL STRUCTURE
The company was incorporated and registered in England and Wales on 19 September 2013 under the Companies Act 2006 as a 
private company limited by shares with the name Tralee Properties Limited. The company changed its name to DX Newco Limited on 
29 January 2014 and to DX (Group) Limited on 12 February 2014. The company was reregistered as a public limited company under 
the name DX (Group) plc on 19 February 2014.
 
On 20 February 2014, the company (through a new wholly owned subsidiary, DX (VCP) Limited) acquired all of the issued share 
capital of DX Holdings Limited and DX Secure Mail Limited from DX Finance Limited (a wholly owned subsidiary undertaking of the 
former parent undertaking). As a result of these acquisitions DX (Group) plc is the parent undertaking of the subsidiaries acquired 
from DX Group Limited.
On 27 February 2014, the company’s shares were Admitted to the AIM market of the London Stock Exchange through a placing 
of 185,000,000 ordinary shares of £0.01 each at £1.00 per ordinary share and a vendor placing of 15,525,500 ordinary shares of 
£0.01 each at £1.00 per share. 
The consolidated financial information is presented in sterling and, unless otherwise stated, has been rounded to the nearest 
0.1 million (£m). 
3 SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the 
preceding year unless otherwise stated.
The financial statements have been prepared under the historical cost convention.
Under Section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and 
loss account.
BASIS OF CONSOLIDATION
The financial information comprises a consolidation of the financial information of DX (Group) plc and all its subsidiaries. 
The financial year ends of all entities in the group are coterminous. 
Subsidiaries are all entities over which the group has the power to govern the financial and operating policies generally 
accompanying a shareholding of more than one half of the voting rights. 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 excess of the consideration transferred over the fair value of the group’s share of the identifiable net assets acquired is recorded 
as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the 
difference is recognised directly in the statement of comprehensive income.  48
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised 
losses are also eliminated except to the extent they provide evidence of impairment of the asset transferred. 
SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker 
(‘CODM’). The CODM, who is responsible for allocating resources and assessing performance of operating segments, has been 
identified as the Board of Directors. 
FOREIGN CURRENCY TRANSLATION 
(a) Functional and presentation currency: 
Items included in the financial information 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 information is presented in sterling, 
which is the functional and presentation currency of the company and all of the subsidiaries based in the UK. The functional currency 
of the group’s Irish operation is the euro.
(b) Transactions and balances: 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the 
transactions. Foreign exchange gains and losses resulting from the 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 income statement. 
REVENUE
Revenue represents the value of sales, apportioned over the period to which it relates after excluding trade discounts, value added 
tax and similar sales related taxes.
Exchange subscription income invoiced in advance is deferred and recognised as revenue over the period in which the related service is 
provided. Deferred subscription income is included in the statement of financial position as deferred income within current liabilities.
All other turnover is recognised as the service to which it relates is rendered.
PROPERTY, PLANT AND EQUIPMENT 
Property, plant and equipment are stated at historic purchase cost less accumulated depreciation. Cost includes the original 
purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. 
Depreciation is provided at the following annual rates in order to write off each asset on a systematic basis:
Land Nil
Freehold buildings 2–2.5%
Short leasehold properties 4–20%
Plant, machinery and other equipment 10–33%
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each statement of financial position date. 
INTANGIBLE ASSETS 
(a) Goodwill:
Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of 
the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is 
tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not 
reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. 
Goodwill is allocated to cash generating units for the purpose of impairment testing, which in the case of the group represents one 
cash generating unit. 
(b) Other intangible assets:
Other intangible assets are stated at historic purchase cost less accumulated amortisation. Cost includes the original purchase price 
of the asset and the costs attributable to implementing the expenditure for its intended use. Third party and internal development 
costs are capitalised when the relevant criteria are met.
Amortisation is provided at annual rates of not less than 20% in order to write off each asset on a systematic basis.
(c) Impairment of non-financial assets:
Assets that have an indefinite life, such as goodwill, are not subject to amortisation and are tested annually for impairment. Assets 
that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying 
value may not be recoverable. An impairment loss is recognised in the income statement when the asset’s carrying value exceeds its 
recoverable amount. Its recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. 
INVESTMENTS IN ASSOCIATES 
Associates are those entities in which the group has significant influence, but not control or joint control, over the financial and 
operating policies. Significant influence is presumed to exist when the group holds between 20% and 50% of the voting power of 
another entity. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
49
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Investments in associates are accounted for under the equity method and are recognised initially at cost.
The consolidated financial statements include the group’s share of the profit or loss and other comprehensive income of equity-
accounted investees, after adjustments to align the accounting policies with those of the group, from the date that significant 
influence commences until the date that significant influence ceases.
TRADE AND OTHER RECEIVABLES 
Trade receivables are recognised initially at fair value and subsequently at amortised cost, less 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 the receivables. Significant financial difficulties of the debtor, probability that the 
debtor will enter bankruptcy or financial reorganisation and default or significant delinquency in payments are considered indicators 
that the trade receivable may be impaired. 
The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the 
income statement within other external charges. When a trade receivable is uncollectible, it is written off against the allowance account 
for trade receivables. Subsequent recoveries of amounts previously written off are credited against other external charges in the 
income statement. 
Other receivables are non-interest bearing and are recognised initially at fair value and subsequently at amortised cost. 
CASH AND CASH EQUIVALENTS 
Cash and cash equivalents include cash in hand and deposits held at call with banks. 
TRADE AND OTHER PAYABLES 
Trade payables are obligations to pay for goods and services which have been acquired in the commercial operations of the 
group. Accounts payable are classified as current liabilities if payment is due within one year or less. If not they are presented as 
non-current liabilities. 
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 
BORROWINGS 
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised 
cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the 
period of the borrowings using the effective interest method. Fair value is calculated based on the present value of future principal 
and interest cash flows, discounted at the market rate of interest at the measurement date.
LEASES
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the 
group. All other leases are classified as operating leases. For property leases, the land and building elements are treated separately 
to determine the appropriate lease classification. 
Operating leases 
Assets leased under operating leases are not recorded in the statement of financial position. Rental payments are charged directly to 
the statement of comprehensive income on a straight-line basis. 
PROVISIONS 
A provision is recognised if, as a result of a past event, the group has a present legal or constructive obligation that can be estimated 
reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by 
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and 
the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.
TAXATION 
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it 
relates to items recognised directly in other comprehensive income or in equity. In this case the tax is also recognised directly in other 
comprehensive income or in equity. 
(a) Current taxation:
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted by the 
statement of financial position date. Management periodically evaluates positions taken in tax returns with respect to situations in 
which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts 
expected to be paid to the tax authorities. 
(b) Deferred taxation:
Deferred tax is recognised using the statement of financial position liability method, on temporary differences arising between the 
tax base of assets and liabilities and their carrying amount in the financial statements. Deferred tax is calculated at the tax rates 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 or the deferred tax liability is settled. 
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which 
the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each statement of financial 
position date.  50
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to set off current assets 
against current liabilities and it is the intention to settle these on a net basis. 
PENSION COSTS 
The group operates a number of defined contribution pension schemes. The assets of the schemes are held separately from those of 
the group in independently administered funds. The amount charged to the income statement in respect of pension costs and other 
post-retirement benefits is the contributions payable in the year. Differences between contributions payable in the year and 
contributions actually paid are shown as amounts either payable or receivable in the statement of financial position.
SHARE-BASED PAYMENT TRANSACTIONS
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a 
corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount 
recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance 
conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that 
meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-
vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up 
for differences between expected and actual outcomes.
EXCEPTIONAL ITEMS 
The group treats certain items which are considered to be one-off and not representative of the underlying trading of the group as 
exceptional in nature. 
The Directors apply judgement in assessing the particular items, which by virtue of their scale and nature should be classified as 
exceptional items. The Directors consider that separate disclosure of these items is relevant to an understanding of the group’s 
financial performance. 
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS 
Estimates and judgements 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 certain estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, 
seldom equal the related actual results. The areas involving a higher degree of judgement or complexity, or areas where assumptions 
and estimates are significant to the consolidated financial information are considered to relate to: 
(a) Carrying value of goodwill
The group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy with detailed 
disclosure in note 14. In assessing impairment, the lowest level of goodwill for which there are separately identifiable cash flows (cash 
generating units) that can reasonably be assessed is for the group as a whole. The recoverable amount of the goodwill is measured 
as the higher of its fair value less costs to sell and value in use. Value in use calculations require the estimation of future cash flows to 
be derived from the cash generating units and to select an appropriate discount rate in order to calculate their present value. The 
estimation of the timing and value of underlying projected cash flows and the selection of appropriate discount rates involves 
management judgement. Subsequent changes to these estimates or judgements may impact the carrying value of the goodwill. 
(b) Impairment of trade receivables
The assessments undertaken in recognising provisions and contingencies have been made in accordance with IAS 39. 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 the receivables. Significant financial difficulties of the debtor, probability that the debtor will 
enter bankruptcy or financial reorganisation, and default or significant delinquency in payments are considered indicators that the 
trade receivable is impaired. 
(c) Provisions
Provisions are recognised when the group has a present legal or constructive obligation as a result of a past event, it is probable 
that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. The amount of the 
provision requires estimation of the extent and timing of probable outflows of resources and to select an appropriate discount rate in 
order to calculate their present value. The estimation of the timing and value of underlying projected outflows of resources and the 
selection of appropriate discount rates involves management judgement.
FINANCIAL RISK FACTORS 
The group’s activities expose it to a variety of financial risks: market risk (principally interest rate risk), credit risk and liquidity risk. 
The group uses derivative financial instruments to hedge certain risk exposures where it considers it appropriate.
The policy for each of the above risks is described in more detail below. 
(a) Market risk
The group finances its operations through a mixture of ordinary shares and bank borrowings. The group’s interest rate risk arises 
from long-term borrowings. Borrowings issued at variable rates expose the group to cash flow interest rate risk which is partially 
offset by cash held at variable rates. Borrowings issued at fixed rates expose the group to fair value interest rate risk. 
. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
51
3 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
The group has previously managed its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate 
swaps have the economic effect of converting borrowings from floating rates to fixed rates. However no such swap arrangements 
are currently considered necessary in the current low interest climate and given the low level of ongoing debt.
The group is exposed to a negligible element of foreign exchange risk, with only a limited number of supplies from abroad and the 
majority of sales made in the UK. 
(b) Credit risk
The group’s principal current assets are cash deposits, cash and accounts receivable. The credit risk associated with cash is limited. 
The principal credit risk arises from non-recovery of trade receivables. In order to maintain credit risk, limits are set for customers 
based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a 
regular basis in conjunction with debt ageing and collection history. 
(c) Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash 
safely and profitably. Short-term flexibility is achieved by the use of a revolving credit facility. The maturity of borrowings is set out 
in note 22. 
CAPITAL RISK MANAGEMENT 
The group manages its capital to ensure that the group will be able to continue as a going concern while maximising the return to 
shareholders through optimising the debt and equity balance. The capital structure of the group consists of debt, which includes the 
borrowings disclosed in note 22, cash and cash equivalents and equity attributable to equity holders of the parent comprising issued 
capital, reserves and retained earnings as disclosed in notes 19 and 20 and the statement of changes in equity. In order to maintain or 
adjust the capital structure, the group may issue new shares, raise new borrowings, purchase debt at less than face value or sell 
assets to reduce debt. The group’s capital is not restricted. 
4 NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
The following standards are in issue but not yet effective and have not been adopted by the group:
 – IAS 19 ‘Employee benefits’ – amendments that will reduce the complexity and burden of accounting for certain contributions from 
employees and third parties
 – IFRS 2 ‘Share-based payments’ – amendments to definition of ‘vesting condition’
 – IFRS 3 ‘Business combinations’ – amendments to classification and measurement of contingent consideration
 – IFRS 8 ‘Operating segments’ – amendments to disclosures on the aggregation of operating segments
 – IFRS 13 ‘Fair value measurement’ – amendments to measurement of short-term receivables and payables
 – IAS 16 ‘Property, plant and equipment’ – amendments to restatement of accumulated depreciation on revaluation
 – IAS 38 ‘Intangible assets’ – amendments to restatement of accumulated amortisation on revaluation
 – IAS 24 ‘Related party disclosures’ – amendments to definition of ‘related party’
The group has not completed its assessment of the impact of these pronouncements but the implementation of these new 
standards is not expected to have a material impact on the consolidated results, financial position or cash flows of the group.
5 SEGMENT INFORMATION
2015 
£m
2014 
£m
Revenue:
Parcels and freight 154.1 163.6
Mail and packets 116.4 116.1
Logistics 27.0 32.3
Total revenue 297.5 312.0
EBITDA from ongoing activities 33.7 33.7
EBITDA from ceased activities – 0.7
Depreciation and amortisation (8.4) (7.3)
Exceptional items – (13.6)
Results from operating activities 25.3 13.5
Finance charges (net) – third party (0.5) (5.2)
Finance charges (net) – former shareholder related – (64.0)
Profit/(loss) before tax 24.8 (55.7)
The Board of Directors is considered to be the chief operating decision-maker (‘CODM’). Due to the integrated nature of the operations 
the CODM considers there to be only one operating unit and reviews profitability, assets and liabilities on a group basis. The CODM also 
considers there to be only one material geographical segment, being the UK and the Republic of Ireland. 52
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
6 OPERATING COSTS
2015
£m
2014 
£m
Other external charges 170.9 180.9
Employee benefit expense (see note 8) 77.5 84.5
Depreciation and other amounts written off owned property, plant and equipment 3.4 3.1
Amortisation of intangible assets 5.0 4.2
Profit on sale of property, plant and equipment – (0.1)
Hire of plant – other rentals 1.6 1.2
Other operating lease rentals (including land and buildings) 13.8 15.8
Other operating income – (1.1)
Impairment charges – 10.0
Total operating costs 272.2 298.5
Trading activities 272.2 284.9
Exceptional items (see note 9) – 13.6
Total operating costs 272.2 298.5
Amounts charged by the group’s auditor are as follows:
2015
 £000
2014 
£000
Fees payable to the company’s auditor for the audit of the company’s annual accounts 33 33
Fees payable to the company’s auditor and its associates for other services to the group:
The audit of the company’s subsidiaries pursuant to legislation 85 82
Total audit fees 118 115
Other services:
– Tax services 106 44
– Admission to Alternative Investment Market – 670
– Disposal of DX Business Direct – 20
– Other 6 –
Total non-audit fees 112 734
Total fees 230 849
Fees payable to KPMG LLP and their associates for non-audit services to the company are disclosed on a consolidated basis and 
therefore no separate disclosure for DX (Group) plc on an individual basis is required.
7 DIRECTORS’ EMOLUMENTS
TOTAL REMUNERATION
2015
£000
2014
£000
Emoluments 950 1,431
Compensation for loss of office – 188
950 1,619
AMOUNTS ACCRUED UNDER MONEY PURCHASE PENSION SCHEMES
No Director accrued benefits under money purchase schemes in the current or previous periods.
HIGHEST PAID DIRECTOR
2015
£000
2014
£000
Emoluments 500 867
Details of transactions with Directors are disclosed in note 30.
8 EMPLOYEE BENEFIT EXPENSE
2015
£m
2014
£m
Wages and salaries 70.1 76.9
Social security costs 6.0 6.6
Other pension costs 1.1 1.0
Share-based payment transactions 0.3 –
77.5 84.5 STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
53
8 EMPLOYEE BENEFIT EXPENSE CONTINUED
AVERAGE NUMBER OF PERSONS EMPLOYED (INCLUDING EXECUTIVE DIRECTORS)
2015
Number
2014
Number
Sales and marketing 112 131
Operations networks 2,733 2,860
Management and administration 351 367
3,196 3,358
9 EXCEPTIONAL ITEMS
2015
£m
2014
£m
Restructuring costs – 4.7
Impairment charges – 10.0
Gain on disposal of DX Business Direct – (1.1)
– 13.6
RESTRUCTURING COSTS
The group acquired DX Freight Limited (formerly known as Nightfreight) in March 2012 and commenced a programme of improving 
the operating efficiency of that company and integrating its activities into those of the group. Costs of £4.7 million were incurred 
from this programme in the prior year.
IMPAIRMENT CHARGES
Following the capital reorganisation prior to the company’s Admission to the AIM market of the London Stock Exchange in the prior 
year an amount of £10.0 million was owed to the group by its former ultimate parent undertaking. As that company had no assets 
following the prior year reorganisation this amount was fully impaired.
GAIN ON DISPOSAL OF DX BUSINESS DIRECT
On 21 December 2013, the group completed the disposal of the trade and assets of the DX Business Direct trading activity. The 
consideration for the disposal was £5.5 million, of which £3.0 million was received on completion and the remaining £2.5 million was 
received in the current year.
The net profit on the disposal was £1.1 million, all of which was recognised in the year ended 30 June 2014.
10 FINANCE INCOME AND EXPENSE
2015 2014
£m
Trading 
£m
Exceptional 
items 
£m
Total 
£m
Finance income
Third party
Bank interest – 0.3 – 0.3
Gain on debt buy back – – 0.8 0.8
Total third party finance income – 0.3 0.8 1.1
Former shareholder related
Interest receivable from former group companies – 0.4 – 0.4
Total former shareholder related finance income – 0.4 – 0.4
Total finance income – 0.7 0.8 1.5
Finance costs
Third party
Interest on bank loans 0.2 4.7 – 4.7
Amortisation of financing costs 0.1 0.5 – 0.5
Other interest 0.2 0.3 – 0.3
Financing costs written off on debt repayment – – 0.8 0.8
Total third party finance costs 0.5 5.5 0.8 6.3
Former shareholder related
Mezzanine instrument – amortised cost – 9.8 49.2 59.0
Interest payable to former group companies – 5.4 – 5.4
Total former shareholder related finance costs – 15.2 49.2 64.4
Total finance costs 0.5 20.7 50.0 70.7 54
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
10 FINANCE INCOME AND EXPENSE CONTINUED
During the year ended 30 June 2014, the group negotiated to purchase some of its bank debt at a discount to par value. £10.8 million 
of debt was purchased for a cash cost of £10.0 million, realising a gain of £0.8 million. There were no similar transactions undertaken 
in the current year.
The mezzanine instrument was originally recognised at a fair value of £nil at the date of transition to IFRSs, 1 July 2010. 
Finance charges in the three years to 30 June 2013 had increased the amortised cost of the instrument to £20.1 million at that date. 
The instrument was repaid on 4 March 2014 in the amount of £79.0 million. 
The finance charges on the mezzanine instrument represent non-cash charges on these borrowings to bring them to amortised cost 
in accordance with IAS 39. In the year ended 30 June 2014, the amount required to increase amortised cost to the amount repaid is 
also included as an exceptional cost.
11 INCOME TAX (EXPENSE)/INCOME
(A) ANALYSIS OF CHARGE IN YEAR
2015
£m
2014
£m
Current tax
UK corporation tax
Current year (4.9) (2.2)
Adjustments in respect of prior periods 0.2 0.5
Total UK corporation tax (4.7) (1.7)
Overseas taxation (0.3) (0.3)
Total current tax (5.0) (2.0)
Deferred tax
Current year 0.3 3.4
Adjustments in respect of prior periods (0.2) (0.7)
Total deferred tax 0.1 2.7
Tax (expense)/income (4.9) 0.7
Trading (4.9) (3.1)
Exceptional items – 3.8
Tax (expense)/income (4.9) 0.7
Adjustments in respect of prior periods’ deferred tax are increased by £0.1 million (2014: £nil) in respect of reductions in tax rates.
(B) FACTORS AFFECTING THE TAX (EXPENSE)/INCOME FOR YEAR
The tax (expense)/income for the year differs from the expected amount that would arise using the weighted average rate of 
corporation tax in the UK for each year. The differences are explained below:
2015
£m
2014
£m
Profit/(loss) before tax 24.8 (55.7)
(Profit)/loss before tax at the standard rate of UK corporation tax of 20.75% (2014: 22.50%) (5.2) 12.5
Factors affecting charge for year:
 Non-cash finance charges in accordance with IAS 39 not deductible for tax purposes – (10.4)
 Impairment charges not deductible for tax purposes – (2.3)
 Gain on disposal of DX Business Direct not taxable – 0.3
 Adjustments in respect of prior years – 0.1
 Effect of different tax rates 0.2 0.4
 Other 0.1 0.1
Tax (expense)/income (4.9) 0.7
(C) FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
The UK corporation tax rate is 20% with effect from 1 April 2015. The Summer Budget 2015 announced that the UK corporation tax 
rate would reduce to 19% from 1 April 2017 and to 18% from 1 April 2020.
This will reduce the group’s future current tax charge accordingly. The deferred tax assets at 30 June 2015 have been calculated 
based on the rate of 20%.
It has not yet been possible to quantify the full anticipated effect of the further rate reductions, although this will further reduce the 
group’s future current tax charge and deferred tax assets accordingly.
12 PROFIT ATTRIBUTABLE TO THE COMPANY
The profit for the year includes a profit of £15.3 million (2014: £5.3 million) attributable to the company.  STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
55
13 PROPERTY, PLANT AND EQUIPMENT
Freehold 
land and 
buildings
£m
Short 
leasehold 
land and 
buildings
£m
Plant and 
equipment
£m
Vehicles
£m
Total
£m
Cost
At 1 July 2013 12.7 13.4 41.7 4.8 72.6
Additions – 1.1 3.9 – 5.0
Disposals – (0.1) (3.5) (3.8) (7.4)
At 30 June 2014 12.7 14.4 42.1 1.0 70.2
At 1 July 2014 12.7 14.4 42.1 1.0 70.2
Additions 0.4 0.6 2.3 – 3.3
Disposals – – (1.7) (0.7) (2.4)
At 30 June 2015 13.1 15.0 42.7 0.3 71.1
Depreciation
At 1 July 2013 4.4 10.4 34.5 4.6 53.9
Charge for the year 0.2 0.5 2.4 – 3.1
Disposals – – (1.9) (3.6) (5.5)
At 30 June 2014 4.6 10.9 35.0 1.0 51.5
At 1 July 2014 4.6 10.9 35.0 1.0 51.5
Charge for the year 0.2 0.7 2.5 – 3.4
Disposals – – (1.7) (0.7) (2.4)
At 30 June 2015 4.8 11.6 35.8 0.3 52.5
Net book value
At 30 June 2015 8.3 3.4 6.9 – 18.6
At 30 June 2014 8.1 3.5 7.1 – 18.7
The cost of land not being depreciated is £2.8 million (2014: £2.8 million).
14 INTANGIBLE ASSETS AND GOODWILL
Goodwill
£m
Software 
and 
development 
costs
£m
Customer 
relationships
£m
Trademarks 
and domain 
names
£m
Outstanding 
orders
£m
Total
£m
Cost
At 1 July 2013 189.1 19.8 7.8 – 0.4 217.1
Additions – 3.7 0.3 – – 4.0
Disposals – (1.2) – – – (1.2)
At 30 June 2014 189.1 22.3 8.1 – 0.4 219.9
At 1 July 2014 189.1 22.3 8.1 – 0.4 219.9
Additions – 5.6 – 1.0 – 6.6
Disposals – – – – – –
At 30 June 2015 189.1 27.9 8.1 1.0 0.4 226.5
Amortisation
At 1 July 2013 0.7 15.7 2.0 – 0.4 18.8
Charge for the year – 2.6 1.6 – – 4.2
Disposals – (0.8) – – – (0.8)
At 30 June 2014 0.7 17.5 3.6 – 0.4 22.2
At 1 July 2014 0.7 17.5 3.6 – 0.4 22.2
Charge for the year – 3.1 1.6 0.3 – 5.0
Disposals – – – – – –
At 30 June 2015 0.7 20.6 5.2 0.3 0.4 27.2
Net book value
At 30 June 2015 188.4 7.3 2.9 0.7 – 199.3
At 30 June 2014 188.4 4.8 4.5 – – 197.7
On 6 January 2015, the group acquired trademarks and domain names from the administrators of City Link Limited for a cash 
consideration of £1.0 million.
Goodwill has an indefinite useful life and is subject to annual impairment testing. The goodwill all relates to the group’s principal 
activity. The group is considered to represent one cash generating unit for the purposes of impairment testing.  56
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
14 INTANGIBLE ASSETS AND GOODWILL CONTINUED
The recoverable amount of the goodwill has been calculated with reference to its value in use. The key assumptions used in this 
calculation are shown below:
2015 2014
Period on which management approved forecasts are based One year One year
Growth rate applied beyond approved forecast period 2.6% 2.6%
Discount rate 8.1% 7.9%
The cash flow projections assume revenue growth and increasing profitability from continuing efficiencies from investment in the 
operating network. 
Due to the diverse nature of the group’s customer base the Directors consider that the appropriate growth rate to use is that issued 
by the Institute for Fiscal Studies for the UK economy as a whole.
Sensitivity analyses indicate that the estimated growth rate would need to fall to minus 4.2% before giving rise to an impairment 
of goodwill.
The result of this review was that no impairment charges were required at the statement of financial position date. 
15 INVESTMENTS
Company
Shares 
in group 
companies 
£m
Loans to 
group 
companies 
£m
Total 
£m
Cost
At 30 June 2014 0.1 198.5 198.6
Additions – 16.2 16.2
Disposals – (8.0) (8.0)
At 30 June 2015 0.1 206.7 206.8
Provisions
At 30 June 2014 and at 30 June 2015 – – –
Net book value
At 30 June 2015 0.1 206.7 206.8
At 30 June 2014 0.1 198.5 198.6
At 30 June 2015, DX (Group) plc owned, directly or indirectly, 100% of each class of issued shares of the following companies, save 
that in the case of DX (VCP) Limited certain employees hold a minority interest in the company:
Principal activity
Directly owned
DX (VCP) Limited Intermediate holding company
Indirectly owned
DX Network Services Limited Mail services
DX Secure Limited In Members’ Voluntary Liquidation
DX Network Services Ireland Limited (registered and operates in the Republic of Ireland) Mail services
DX Freight Limited In Members’ Voluntary Liquidation
DX Holdings Limited Intermediate holding company
DX Secure Mail Limited Intermediate holding company
DX Services Limited Intermediate holding company
DX McBride Limited Intermediate holding company
Ewenny Limited Intermediate holding company
QYJ Limited Intermediate holding company
DX (EBT Trustees) Limited Dormant
DX Business Direct Limited Dormant
DX Electronic Services Limited Dormant
Special Mail Services Limited Dormant
The above companies are registered and operate in England and Wales unless otherwise stated. 
During the year the trade and assets of DX Secure Limited and DX Freight Limited were transferred in entirety to DX Network 
Services Limited. Further to the completion of the transfers, the resulting non-trading shell company subsidiaries have no assets or 
third party liabilities and are being eliminated by way of a Members’ Voluntary Liquidation. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
57
16 INVESTMENTS IN ASSOCIATES
Group Company
Gnewt Cargo Limited
2015
£m
2014
£m
2015
£m
2014
£m
Non-current assets 0.2 – – –
Current assets 0.7 – – –
Non-current liabilities – – – –
Current liabilities (0.7) – – –
Net assets 0.2 – – –
Group’s share of net assets 0.1 – – –
Goodwill 1.8 – – –
Carrying amount of investment 1.9 – – –
On 9 December 2014, the group acquired a 49.8% non-controlling interest in Gnewt Cargo Limited, an environmentally-friendly 
delivery services provider in the UK. The 49.8% interest was acquired for £1.9 million in cash at completion. Gnewt is a rapidly 
growing company and the investment will enable further growth by supporting the roll-out of its services across other cities in the 
UK, whilst enhancing their existing operations in Central London. 
Gnewt Cargo Limited made post-acquisition profits of £78,000 up to the end of the group’s reporting period, of which £39,000 is 
attributable to the group.
17 TRADE AND OTHER RECEIVABLES
Group Company
2015
£m
2014
£m
2015
£m
2014
£m
Trade receivables 21.2 29.0 – –
Other receivables 2.6 6.6 – –
Prepayments and accrued income 14.7 13.6 – –
Amounts owed by subsidiary undertakings – – 0.2 0.4
Amounts owed by associates (see note 30) 0.3 – – –
38.8 49.2 0.2 0.4
Included in other receivables at 30 June 2015 is an amount of £nil (2014: £2.5 million) receivable in respect of the disposal of 
DX Business Direct in the prior year (see note 9).
18 CASH AND CASH EQUIVALENTS
Group Company
2015
£m
2014
£m
2015
£m
2014
£m
Cash and cash equivalents per statement of financial position 7.0 1.1 – –
Cash book balance – (3.3) – –
Cash and cash equivalents per cash flow statement 7.0 (2.2) – –
19 SHARE CAPITAL
ALLOTTED, CALLED UP AND FULLY PAID – 2014 AND 2015
Group and company
Number  
(000) £000
Ordinary shares of 1p each 200,525 2,005
There were no changes in share capital during the year. 58
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
20 SHARE PREMIUM AND RESERVES
Group
Share 
premium
£m
Reverse 
acquisition 
reserve
£m
Translation 
reserve
£m
Retained 
earnings
£m
At 1 July 2013 – 142.2 0.1 (226.5)
Issue of shares 183.2 – – –
Share issue expenses (1.8) – – –
Capital reconstruction – 137.8 – –
Loss for the year – – – (55.0)
At 30 June 2014 181.4 280.0 0.1 (281.5)
At 1 July 2014 181.4 280.0 0.1 (281.5)
Profit for the year – – – 19.9
Reverse acquisition reserve transfer – (280.0) – 280.0
Dividends – – – (8.0)
Share-based payment transactions – – – 0.3
At 30 June 2015 181.4 – 0.1 10.7
Company
Share 
premium
£m
Retained 
earnings
£m
On incorporation – –
Issue of shares 183.2 –
Share issue expenses (1.8) –
Loss for the year – 5.3
At 30 June 2014 181.4 5.3
At 1 July 2014 181.4 5.3
Profit for the year – 15.3
Dividends – (8.0)
At 30 June 2015 181.4 12.6
REVERSE ACQUISITION RESERVE
This reserve initially arose from the acquisition of the DX Group by the company and represented the difference between the value 
of the shares acquired on 20 February 2014 and the nominal value of the shares issued in exchange.
This was followed by the subsidiary undertakings acquired issuing further shares in connection with the separation of the DX Group 
from its previous parent undertaking, DX Group Limited, resulting in a further £137.8 million increase in the reserve as at 30 June 2014.
The reserve has subsequently been transferred to retained earnings during the year ended 30 June 2015 following a decision to 
reclassify these amounts to the retained earnings reserve.
21 EARNINGS PER SHARE
BASIC EARNINGS PER SHARE
The calculation of basic earnings per share at 30 June 2015 was based on the profit for the year of £19.9 million (2014: £55.0 million 
loss after exceptional items) and average number of shares in issue of 200.5 million (2014: 78.4 million weighted average) calculated 
as follows: 
Profit/(loss) for the year
2015 2014
Total
£m
Trading
£m
Exceptional 
items
£m
Total
£m
Profit/(loss) for the year 19.9 4.0 (59.0) (55.0)
Number of ordinary shares
2015 
Number  
(000)
2014 
Number  
(000)
Number of ordinary shares at 30 June (weighted average 2014) 200,525 78,375
DILUTED EARNINGS PER SHARE
None of the share option schemes would result in a dilution of the basic earnings per share at 30 June 2015. Dilution is dependent on 
share price movements, therefore there remains the possibility for future dilution of earnings per share. STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
59
22 LOANS AND BORROWINGS
(A) THIRD PARTY
Group Company
2015
£m
2014
£m
2015
£m
2014
£m
Non-current liabilities
Bank loans 7.6 8.8 7.6 8.8
Deferred loan issue costs (0.3) (0.4) (0.3) (0.4)
7.3 8.4 7.3 8.4
Current liabilities
Cash book balance – 3.3 – –
Bank loans 1.2 1.2 1.2 1.2
1.2 4.5 1.2 1.2
Amounts due under the bank term loan facility and the revolving credit facility are secured by means of a charge over the assets and 
undertaking of the group.
(B) TERMS AND CONDITIONS OF OUTSTANDING LOANS WERE AS FOLLOWS:
At 30 June 2014
Nominal 
interest rate
Year of 
maturity
Face 
value
£m
Carrying 
amount
£m
Bank term loan LIBOR + 2.00% 2014–2017 10.0 10.0
10.0 10.0
At 30 June 2015
Nominal
 interest rate
Year of 
maturity
Face 
value
£m
Carrying 
amount
£m
Bank term loan LIBOR + 2.00% 2014–2017 8.8 8.8
8.8 8.8
All loans are denominated in sterling.
In addition to the bank term loan the group also has a £13.0 million revolving credit facility with an interest rate of LIBOR plus 2.00%. 
No drawings were made under this facility as at 30 June 2015 (2014: £nil).
23 PROVISIONS
Property 
repair costs
£m
Insurance 
provision
£m
Other 
provisions
£m
Total
£m
At 1 July 2013 3.3 1.9 3.7 8.9
Charged to income statement – 1.6 0.9 2.5
Utilised (0.5) (1.6) (2.0) (4.1)
At 30 June 2014 2.8 1.9 2.6 7.3
At 1 July 2014 2.8 1.9 2.6 7.3
Charged/(credited) to income statement (0.2) 1.3 (0.3) 0.8
Utilised (0.7) (2.3) (1.6) (4.6)
At 30 June 2015 1.9 0.9 0.7 3.5
Provisions are made for the costs of property repairs where there is a significant backlog of repairs required. Provisions are also 
made for motor insurance claims not yet settled. Other provisions are made for the costs of integrating businesses and for future 
losses arising from onerous contracts. Property repair costs, insurance and other provisions are expected to be utilised over the 
period to April 2030.
The group self-insures against certain risks and based on such risks provides for all estimated future expected liabilities relating to the 
current and prior financial years, based on the level of historic claims experience. The provisions are likely to be utilised over the next 
three years. 60
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
24 DEFERRED TAX ASSETS/(LIABILITIES)
Group
£m
Company
£m
At 1 July 2013 (1.6) –
Credited to the income statement 2.8 –
At 30 June 2014 1.2 –
At 1 July 2014 1.2 –
Credited to the income statement 0.1 –
At 30 June 2015 1.3 –
The deferred tax asset is made up as follows:
Group Company
2015
£m
2014
£m
2015
£m
2014
£m
Intangible assets (0.9) (1.4) – –
Accelerated capital allowances 2.2 2.5 – –
Other timing differences – 0.1 – –
1.3 1.2 – –
The unrecognised deferred tax assets of the group at 30 June 2015 total £1.3 million (2014: £1.6 million) which, in the opinion of the 
Directors, are not expected to be utilised in the future. There are no unrecognised deferred tax assets for the company at 30 June 
2015 (2014: £nil).
25 TRADE AND OTHER PAYABLES
Group Company
2015
£m
2014
£m
2015
£m
2014
£m
Non-current liabilities
Amounts owed to subsidiary undertakings – – 1.0 –
– – 1.0 –
Current liabilities
Trade payables 14.3 10.5 – –
Social security and other taxes 5.5 3.0 – –
Other payables 1.7 1.6 – –
Accruals 12.7 21.8 – 0.4
Amounts owed to subsidiary undertakings – – 0.2 –
34.2 36.9 0.2 0.4
26 FINANCIAL INSTRUMENTS
Short-term debtors and creditors have been excluded from the following disclosures.
(A) INTEREST RATE PROFILE
The table below shows the levels of fixed and floating third party financial liabilities.
Bank term loan
2015 
£m
2014 
£m
Fixed rate – –
Floating rate 8.8 10.0
Total 8.8 10.0
(B) FAIR VALUES
Financial instruments utilised by the group during the years ended 30 June 2014 and 30 June 2015, together with information 
regarding the methods and assumptions used to calculate fair values, can be summarised as follows:
Current assets and liabilities 
Financial instruments included within current assets and liabilities (excluding cash and borrowings) are generally short-term in nature 
and accordingly their fair values approximate to their book values. 
Borrowings and cash
The carrying values of cash and short-term borrowings approximate to their fair values because of the short-term maturity of these 
instruments. 
The financial instruments held by the group do not, either individually or as a class, create potentially significant exposure to the 
market, credit, liquidity or cash flow interest rate risk.  STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
61
26 FINANCIAL INSTRUMENTS CONTINUED
Fair values of financial assets and liabilities
Carrying amount and fair value
The fair value of all financial assets and liabilities is considered to be equal to the carrying values of these items due to their 
short-term nature. Cash is held with counterparties with a Moody’s credit rating of Aa2 and Ba2. 
£0.7 million (2014: £1.8 million) of net financial assets and liabilities at the statement of financial position date were denominated in 
euros. All other net financial assets and liabilities were denominated in sterling. A 10% strengthening of sterling against the euro at 
30 June 2015 would have reduced equity and profit by £0.1 million (2014: £0.2 million).
A 1% increase or reduction in the interest rate applicable to the term loan and revolving credit facility would have had a negligible 
impact on the profit for the year.
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 
obligations, and arises principally from the group’s receivables from customers and investment securities. The maximum exposure to 
credit risk is the amount of the receivables balance.
The ageing of trade and other receivables at the statement of financial position date that were not impaired was as follows:
2015
£m
2014
£m
Neither past due nor impaired 23.3 34.4
Past due 1–30 days 1.0 1.4
Past due 31–90 days 0.2 0.2
Past due more than 90 days – 0.3
24.5 36.3
The movement in the allowance for impairment in respect of trade and other receivables was as follows:
Individual 
impairments
£m
Collective 
impairments
£m
At 1 July 2013 0.4 0.6
Impairment losses recognised – 0.1
Amounts written (back)/off (0.4) 0.1
At 30 June 2014 – 0.8
At 1 July 2014 – 0.8
Amounts written back – (0.3)
At 30 June 2015 – 0.5
The group considers that the unimpaired amounts that are past due by more than 30 days are still collectible in full, based on historic 
payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings, when available.
27 EMPLOYEE BENEFITS
PENSION COMMITMENTS
The group operates defined contribution pension schemes for all qualifying employees. The assets of the schemes are in managed 
funds and are therefore held separately from the assets of the group.
The total cost charged to income of £1.1 million (2014: £1.0 million) represents contributions payable to these schemes by the group 
at rates specified in the rules of the schemes.
Contributions amounting to £0.3 million (2014: £0.7 million) were payable to the schemes at 30 June 2015 and are included in creditors.
SHARE-BASED PAYMENTS
At 30 June 2015, the company had the following share-based payment arrangements.
Company Share Option Plan (‘CSOP’)
On 27 February 2014, the company established an equity-settled share option programme that entitles key management and 
senior employees to purchase shares in the company. The programme entitles holders of vested options to purchase shares at £1.00. 
Options over 4,590,000 shares, with a life of ten years were issued under the CSOP, the sole vesting condition under the plan being 
three years’ service from the grant date.
On 17 February 2015, the company issued further options under the CSOP. Options over 300,000 shares, with a life of ten years were 
issued and entitled the holders of vested options to purchase shares at £0.95, the sole vesting condition under the plan being three 
years’ service from the grant date. 62
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
27 EMPLOYEE BENEFITS CONTINUED
Share purchase plan (equity-settled) (‘SAYE’)
On 27 February 2014, the company offered all of the employees with 12 months’ service in the group the opportunity to participate 
in an employee share purchase plan. To participate in the plan the employees are required to save out of their gross salary over 36 
months the amount required to enable them to purchase the number of shares allocated to them at a price of £0.80. Only employees 
that remain in service and save the required amount of their gross salary for 36 consecutive months will become entitled to purchase 
the shares. Employees who cease their employment, do not save the required amount of their gross salary in any month before the 
36-month period expires or elect not to exercise their option to purchase shares will be refunded their saved amounts. Options over 
1,568,880 shares were issued under the SAYE.
Value Creation Plan (‘VCP’)
Under the VCP, A ordinary shares in DX (VCP) Limited (a subsidiary of the company) were issued to the Executive Directors and six 
members of the Executive Team. The A ordinary shares were issued at nil cost and PAYE and National Insurance contributions have 
been accounted for on the value of these shares at acquisition. 
The A ordinary shareholders are only entitled to realise any value from their A ordinary shares if pre-determined value hurdles are 
exceeded and after the expiry of minimum holding periods described below (referred to as ‘vesting period’). The value hurdles are 
detailed in the DX (VCP) Limited share rights and are linked to the market capitalisation of the group. The A ordinary shareholders 
will, to the extent that the hurdle has been exceeded, be able to realise value by disposing of their A ordinary shares to the company 
following publication of the company’s financial results for the year ending 30 June 2017. The A ordinary shareholders also have the 
opportunity to dispose of 50% of their shares at an earlier date (on the publication of the results for the year ended 30 June 2016) but 
the ability to dispose at this earlier date is subject to the company share price having hit a pre-determined target. The company has the 
choice as to whether to settle the disposal in cash or by the issue of shares in the company. The company’s current intention is to issue 
shares in the company.
Retaining ownership of the A ordinary shares is conditional on continuing employment. Specific rules will apply if the employee 
ceases employment during the vesting period.
The A ordinary shares have no dividend rights and very limited voting rights.
The Executive Directors also acquired B ordinary shares in DX (VCP) Limited. The B ordinary shares were acquired at market value. 
The B ordinary shares have limited economic rights but entitle each of the B shareholders to 5% of the voting rights in DX (VCP) Limited. 
Measurement of fair values
The fair values of the CSOP and SAYEs were measured using the Black-Scholes basis of valuation. Expected volatility is based on 
the historic volatility of the AIM market of the London Stock Exchange measured over the contractual period of the options.
The shares in DX (VCP) Limited under the VCP were valued using the net present value of estimated future economic returns 
at 26 February 2014, the date on which the employees were required to accept the offer to issue the shares to them.
Equity-settled share-based payments plans
The requirement that the employee has to save in order to purchase shares under the SAYE is a non-vesting condition. This feature 
has been incorporated into the fair value at grant date by applying a discount to the valuation obtained. The discount has been 
determined by estimating the probability that the employee will stop saving based on historic behaviour.
At 30 June 2015, a total amount of £411,000 (2014: £67,000) was invested by the participants in the SAYE. The plan is administered 
by a third party and the funds are held outside the group.
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans issued in the 
year and in prior year were as follows:
CSOP CSOP SAYE
Issued 
17 February 
2015
Issued 
27 February 
2014
Issued 
27 February 
2014
Fair value at grant date £0.26 £0.30 £0.25
Share price at grant date £0.95 £1.00 £1.00
Exercise price £0.95 £1.00 £0.80
Expected volatility 15.6% 15.6% 15.6%
Expected life 10 years 10 years 3 years
Expected dividends Nil Nil Nil
Risk-free interest rate (based on government bonds) 1.78% 2.38% 1.07% STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS
63
27 EMPLOYEE BENEFITS CONTINUED
The number and weighted average exercise price of options under the CSOP and SAYE are as follows:
2015 2014
Weighted 
average 
exercise 
price
£.p
Number of 
options
000
Weighted 
average 
exercise 
price
£.p
Number of 
options
000
Granted during the year 0.95 300 0.95 6,159
Lapsed during the year 0.92 (468) 0.95 (192)
Outstanding at the end of the year 0.95 5,799 0.95 5,967
Exercisable at the end of the year – – – –
The options outstanding at the end of the year have an exercise price in the range of £0.80 to £1.00 and a weighted average 
contractual life of 8.4 years (2014: 8.2 years).
The total expense recognised for the year and the total liabilities recognised at the end of the year arising from share-based 
payments are as follows:
2015
£000
2014
£000
CSOP 125 –
SAYE 104 –
VCP 29 –
Total employee benefit expense recognised for share-based payments 258 –
28 COMMITMENTS
Group
2015
£m
2014
£m
Capital expenditure contracted but not provided for – –
OPERATING LEASES
At the statement of financial position date the group had the following future aggregate minimum lease payments under 
non-cancellable operating leases:
Group
2015
£m
2014
£m
Land and buildings
Leases that expire:
Within one year 0.5 0.4
Between two and five years 10.0 12.6
After five years 23.2 24.8
33.7 37.8
Other operating leases
Leases that expire:
Within one year 1.8 2.0
Between two and five years 5.2 6.6
After five years 2.8 3.0
9.8 11.6
Leases of land and buildings are typically subject to rent reviews at specified intervals and provide for the lessees to pay all insurance, 
maintenance and repair costs.
29 CONTINGENCIES
The company is party to a continuing guarantee and indemnity in respect of the bank term loan and revolving credit facility 
described in note 22. The amounts outstanding under these facilities at 30 June 2015 totalled £8.8 million (2014: £10.0 million).
No provisions are required or have been made in respect of these contingencies since, in the opinion of the Directors, they are not 
expected to result in financial loss for the company. 64
FINANCIAL STATEMENTS
ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 JUNE 2015
30 RELATED PARTIES
The following transactions were carried out with connected parties:
KEY MANAGEMENT PERSONNEL
Key management comprises the Executive Directors, the Non-Executive Directors and certain members of the management board. 
The key management compensation is as follows:
2015
£000
2014
£000
Salaries, fees and other short-term employee benefits 2,036 3,025
Pension contributions 55 54
Compensation for loss of office – 188
2,091 3,267
SALES AND PURCHASES OF GOODS AND SERVICES
The group has trading relations with the associate, Gnewt Cargo Limited (see note 16). The transactions since becoming an associate 
on 9 December 2014 included £239,000 purchases for the period to 30 June 2015 with an amount of £20,000 owed by the group at 
30 June 2015. At 30 June 2015 the group was also owed £250,000 (see note 17) from working capital provided to Gnewt Cargo 
Limited (2014: £nil). These amounts were repaid in full in July 2015. Interest charged on working capital provided during the year was 
£6,000 (2014: £nil).
The group also has trading relationships with boohoo.com plc and with Parcel Monkey Limited. Petar Cvetkovic was a Director and 
shareholder of boohoo.com and a shareholder in Parcel Monkey Limited prior to Admission to AIM. He has subsequently resigned as 
a Director of boohoo.com with effect from 14 October 2014 and disposed of his shares in Parcel Monkey Limited in the year ended 
30 June 2015.
The following transactions took place with these companies during the period:
2015
£000
2014
£000
Sales 1,553 2,323
Amounts owed to the group at statement of financial position date 15 235
Purchases 17 11
Amounts owed by the group at statement of financial position date – –
All transactions were undertaken at arms’ length and on normal commercial terms. Printed by Park Communications on FSC® certified paper. Park is an 
EMAS certified company and its Environmental Management 
System is certified to ISO 14001.
100% of the inks used are vegetable oil based, 95% of press 
chemicals are recycled for further use and on average 99% of any 
waste associated with this production will be recycled. This 
document is printed on Olin and Edixion.
The pulp used in this product is bleached using an Elemental 
Chlorine Free (ECF) process and contains fibre from well managed, 
responsible, FSC® certified forests. DX (Group) plc Annual Report and Accounts 2015
 PARCELS AND FREIGHT
 	MAIL AND PACKETS
	LOGISTICS
DX HOUSE
RIDGEWAY
IVER
BUCKS
SL0 9JQ
www.dxdelivery.com