Passionate about retail...
Torex Retail Plc | Report & Accounts 2004
Torex Retail Plc
Telfer House  Range Road  Witney  Oxfordshire  OX29 OYN
Tel +44 (0)870 050 9900  Fax +44 (0)870 050 9901
email: info@torexretail.com  www.torexretail.com
Torex Retail Plc | Report & Accounts 2004 ...passionate about retailers
Our aim is to help
retailers and their
staff to run their
businesses more
effectively and
efficiently.
Torex Retail Plc | Report & Accounts 2004
Torex Retail Plc is a leading supplier of in-store management and head office solutions to
major UK and European retailers. With an enviable client list, Torex Retail Plc is building on its
expertise as a provider of Software, Consultancy, Support and Implementation Services.
Contents
Highlights 01
Chairman’s Statement 02
Chief Executive’s Business Review 06
Financial Review 12
Corporate Social Responsibility 14
Board of Directors 16
Officers and Advisors 17
Report of the Directors 18
Corporate Governance 20
Remuneration Report 22
Statement of Directors’ 
Responsibilities 26
Report of the Independent Auditors 27
Consolidated Profit & Loss Account 28
Consolidated Statement of 
Total Recognised Gains and Losses 29
Reconciliation of Movements in
Shareholders’ Funds 29
Balance Sheets 30
Consolidated Cash Flow Statement 31
Reconciliation of Net Cash Flow 
to Movement in Net Debt 31
Notes to the Financial Statements 32 
Notice of Annual General Meeting 54
Proxy Form 55 2004 Report & Accounts | Torex Retail Plc 01
Highlights
03
£8,064
£12,508
04
*Operating Profit
03
£6,811
£11,255
04
*Profit on ordinary 
 activities before tax
03
2.9p
5.0p
04
*Earnings per share                     
Financial |
• Pro forma* operating profit increased by 55% to £12.5 million
(2003: £8.1 million)
• Pro forma* profit before tax up 65% to £11.3 million
(2003: £6.8 million)
• Pro forma* adjusted EPS up 72% to 5.0 pence
• Strong operating cashflow representing 128% of operating profit 
• Recommended final dividend of 0.58 pence per ordinary share 
making a total for the period of 0.68 pence
• Sales, profits, cash and EPS all ahead of expectations
Business |
• Software and service revenues increased by 23%
• Management team strengthened 
• Integration of former Alphameric Retail Division well ahead of schedule
• Excellent visibility of revenues gives confidence for 2005
* Details of the basis of calculating the pro forma information are shown in the Financial Review. 
The pro forma operating profit, profit before tax and adjusted EPS are all before charging
exceptional items and amortisation of goodwill. 02 Torex Retail Plc | Report & Accounts 2004
Chairman’s Statement
The Group has made excellent progress
delivering outstanding financial results and 
at the same time significantly advancing the
strategic development of your business.
Trading results |
I am delighted to present our first set of results since the
admission of the Company to AIM on 2 March 2004. 
The Group has made excellent progress during the
period to 31 December 2004, delivering outstanding
financial results and at the same time significantly
advancing the strategic development of your business. 
I am particularly pleased to report that following the
acquisition of the Alphameric Retail Division (comprising
Pennine Retail Systems (Holdings) Limited and its
subsidiaries), the Group is now the UK market leader 
for retail IT systems.
In addition, we have established a strong management
team and are now extremely well positioned both to
achieve rapid growth and to aggressively pursue our
overall objective of maximising shareholder value by
establishing Torex Retail as the leading independent
solutions provider to the international retail IT market.
The reported results represent the trading of the Group
for the eleven months since the Company’s incorporation
on 4 February 2004. These show turnover of £67.9
million and operating profit before amortisation of
goodwill and exceptional items of £12.7 million.
Rob Loosemore
Chairman Chairman’s Statement | 2004 Report & Accounts | Torex Retail Plc 03
In order to provide a better understanding of our 
trading results we have prepared pro forma information 
(a summary of which is set out below and a complete
statement of which is included in the Financial Review). 
This shows the results for the Group as if it had been
trading in its current form for a full twelve month period,
with the exception that the Torex Retail (KPOS) Limited
(formerly KPOS Computer Systems Limited) (“KPOS”)
and Alphameric Retail Division businesses acquired
during 2004 are included from their dates of acquisition.
Pro forma twelve Pro forma twelve
months ended months ended
31 December 2004* 31 December 2003*
(unaudited) (unaudited)
£’000 £’000
Turnover 71,760 67,559
Operating profit * 12,508 8,064
Profit on ordinary activities 
before taxation 7,530 3,873
Earnings per share basic 2.7p 1.0p
Earnings per share diluted 2.6p 1.0p
* Full details of the basis of calculating the pro forma information are shown in 
the Financial Review. Operating profit is before charging exceptional items and
goodwill amortisation.
I am delighted to report that pro forma operating profit
increased by 55% to £12.5m. This excellent performance
is due mainly to very strong operating margins, which
reflect the success of our business model to focus on
software and services revenues rather than on lower
margin hardware business, combined with a very tight
control over costs. It is a great credit to our business that
our operating margins are amongst the highest in our
industry and give evidence of the high operational
efficiency of the Group. 
Pro forma basic EPS increased by a very impressive
170% to 2.7 pence.
Operating cash inflow represented 128% of operating
profit reflecting strong working capital management. 
Net debt was only £19.4 million at 31 December
compared to £16.0 million at the interim stage
notwithstanding the additional £7 million loan taken 
on in the second half to fund the acquisition of the
Alphameric Retail Division.
Management and staff |
During the period we have successfully established an
enviable team at plc board level and in depth throughout
the executive of the Company. Headed by myself, the 
plc executive of Chris Moore, Richard Thompson, 
Mark Pearman and Nigel Horn represent a first rate team
with a proven track record of effectively managing
profitable growth. Complemented by our non-executives
Geoffrey Forster and David Hallett, they make up the full
Board, which I am proud to lead. The wider Group
executive team is rich in talent, dedicated and immensely
motivated to achieving our goals.
I would like to pay tribute to all the staff of Torex Retail, 
who have all contributed to this first set of excellent results.
The Group employed over 1,100 people at 31 December
2004 and on behalf of the Board I would like to thank
them all for their valuable and much-appreciated
contribution. 04 Torex Retail Plc | Report & Accounts 2004 | Chairman’s Statement
Strategy |
The Group’s strategy is based around the continued
development of modern and innovative products, 
which can be sold both to new customers and
throughout the Group’s existing blue chip customer base. 
Our market leading LUCAS electronic point of sale
(‘EPoS’) product provides the platform for a suite of
integrated store management solutions including loss
prevention, labour scheduling, time and attendance and
customer counting. In addition the recent Alphameric
Retail Division acquisition has enhanced our strong 
in-store product offering with best-of-breed head office
and business intelligence solutions. These act as good
entry points to new customers for our EPoS products, 
as well as cross-selling opportunities to our existing base.
The Group’s focus on the sale of our own intellectual
property rights (‘IPR’) software, together with related
services, continues to prove successful both in terms 
of improved operating margins and also in new contract
wins. The Group’s leading IPR product portfolio and
commitment to modern technologies is a key differentiator
in securing new business in the competitive retail systems
market. The Group is working with both the latest JAVA
and Microsoft .NET technologies and has nearly 300
people committed to product development activity. 
This significant investment ensures that we remain at the
forefront of innovation in retail systems and so provide
our customers with real business benefits.
The strength of our product portfolio means that there
are significant opportunities for us to develop our
business in new markets. This is reinforced by the
international activities of many of our customers, 
who are looking to implement common systems across
their multi-national estates. We are currently rolling out
systems to a number of customers on a global basis,
such as Mont Blanc, ESPRIT and Deichman, and our
work on these projects has identified a number of very
exciting new market opportunities. In 2005 we will focus
on increasing our penetration into the USA and South
East Asia in particular. 
The Group’s strategy is based around the continued development of modern
and innovative products, which can be sold both to new customers and
throughout the Group’s existing blue chip customer base. Chairman’s Statement | 2004 Report & Accounts | Torex Retail Plc 05
Whilst we are confident of continued new business
successes, the sales cycle for large scale retail systems 
can be lengthy. Therefore in addition to our drive for
organic growth, we will continue to look for suitable
acquisitions to accelerate the overall growth of the 
Group by expanding our customer base, enhancing 
our product and service offering and entering new
geographic markets.
Current trading and outlook |
We are delighted with our results, which represent
excellent progress during the period both in terms of
financial performance and strategic development. We are
pleased to report that trading in the current period to
date has continued to exceed our expectations as the
integration of the Alphameric Retail Division is well ahead
of schedule. We will continue to integrate our activities in
the future as rapidly as possible, therefore maximising
economies of scale whilst providing a well established
platform for continued growth both organically and by
acquisition. The combination of innovation, technology,
customer base, geographic coverage and market
leadership places us in a unique position to capitalise on
the immense opportunities arising from the improving
market conditions. 
Dividends |
It is the Board’s intention to ensure that shareholders
benefit from the success of the Group with a progressive
dividend policy, whilst also balancing this with the
continuing investment needed to increase earnings.
Consequently the Board recommends a final dividend 
of 0.58p per ordinary share making a total for the period
of 0.68p. Subject to approval by the shareholders, 
the final dividend will be paid on 20 May 2005 to
shareholders on the register at the close of business 
on 22 April 2005.
Rob Loosemore
Chairman
30 March 2005
Our principal business units are
currently located in the United
Kingdom, Eire and northern
Europe and also in Malaysia. 06 Torex Retail Plc | Report & Accounts 2004
Chief Executive’s Business Review
Chris Moore
Chief Executive
Our Store Management Solutions business 
has made excellent progress during the
period.
Operations |
Our Store Management Solutions (“SMS”) business has
made excellent progress during the period in both the UK
and Germany. We have continued to experience strong
new sales success for LUCAS, the Group’s market
leading JAVA-based EPoS solution, with a number of
significant contracts from major retailers including
Breuninger, Tedi, Otto, ESPRIT, Sport Scheck, Heinrich
Heine and Mont Blanc.
LUCAS, launched at the end of 2000, has over 8,000 
till installations across Europe and North America. 
This is a very impressive achievement for a new product
and not only demonstrates the strong market demand 
for this innovative solution but also provides an unrivalled
installed reference base for future sales. In 2005 we will
roll out LUCAS in the UK for Deichmann, the international
shoe retailer.
The UK business also achieved notable EPoS wins with
our Visual software product. Following a successful pilot
of 30 stores, the Co-operative Group Pharmacy have
contracted to roll out the solution to their chain of 300
stores nationwide.  Chief Executive’s Business Review | 2004 Report & Accounts | Torex Retail Plc 07
The renewal of a £7 million contract with WH Smith
Travel Retail to provide full IT outsourcing services was 
a key contract for the business. The contract, which runs
until 2007, represents a significant renewal for Torex
Retail and follows the successful provision of this service
to WH Smith Travel Retail over the past four years. This
win demonstrates our continued ability to retain high
profile blue chip business customers.
Operationally, SMS was involved in large rollouts for
Matalan, Kaufland, Ipswich and Norwich Co-operative
Society and Toom, a German DIY business. The Matalan
rollout featured the first implementation in the world of a
new LINUX-based IBM operating system for retailers, 
and we are very proud to have received a prestigious
IBM Solution Provider Excellence award for our work on
this account. In North America, LUCAS was successfully
rolled out into 45 Montblanc stores and fully integrated
into the customer’s Swiss head office SAP system. 
The second half of the year also included a number of
estate-wide implementations for Chip and PIN solutions.
The relatively slow take-up of Chip and PIN by retailers is
well documented but we expect a significant increase in
this business in the first half of 2005.
Budgens and Torex Retail are
committed to working closely to
provide streamlined products
and services for their many
mutual customers throughout
the UK.
SMS achieved notable success with Big Food Group,
implementing our staff scheduling software solution
across their estate of 950 Booker and Iceland stores
throughout the UK. In addition, the recently acquired
Business Intelligence operation (part of the Alphameric
Retail Division) signed a sizeable three year contract 
with a leading US ladies fashion retailer to supply
Smartdecision, our leading edge merchandise planning
and decision support product. This contract underlines
the significant potential for Smartdecision in the US
market where, given the huge demographic and climate
variations, the requirement for range planning at store
level is great and can provide a very attractive return on
investment to retailers through increased shelf availability
and reduced mark-downs.
Our Petroleum and Convenience (“P&C”) business has
continued to grow during 2004, enjoying a record year
both for order intake for its Iridium and Prism EPoS
solution and for the number of installations, which
increased by 25% to 842. This reinforced our position as
the leading supplier of systems to independent petroleum
retailers in the UK.  08 Torex Retail Plc | Report & Accounts 2004 | Chief Executive’s Business Review
Our goal is to create solutions that enable our customers to
choose the right product that gives them competitive advantage
in an increasingly challenging marketplace.
Product strategy |
We believe that technological innovation is critical to our
success as a leader in the retail IT systems market. It is
only through utilising modern technology that we can
provide retailers with scaleable systems that provide low
total cost of ownership and a quick demonstrable return
on investment. To underpin our commitment to modern
technology and continued innovation we have 25% 
of staff involved in product development or related
technical areas.
LUCAS is our strategic EPoS solution. It was designed
with the vision of meeting the requirements of international
retailers who want to exploit the benefits of running
common systems across their multi-national estate. 
To achieve this, it is based on JAVA technology. 
This provides a tremendously scaleable system which 
is independent of the underlying hardware, operating
systems and database. LUCAS has no legacy code and
is designed to take full advantage of the processing
capabilities of modern hardware and databases. 
In addition, LUCAS has been designed using the
internationally accepted ARTS data model which greatly
speeds up the development of new functionality and the
adoption of the product in new markets.
As a balance to our adoption of JAVA as our principal
EPoS technology, our head office systems have been
developed using the latest Microsoft .NET technology.
This not only uses both technologies to exploit their
respective strengths but also allows us, from a marketing
and partner perspective, to leverage relationships with 
all the major IT companies throughout the world.
Major product development projects completed during
the period include the continued enhancement of LUCAS
together with the localisation work required to introduce
LUCAS to the UK and North American markets. We are
now working on projects to integrate LUCAS seamlessly
with our newly acquired merchandise management
products. In addition we have successfully developed a
self scanning terminal in an international apparel retailer to
allow customers to serve themselves and this product is
now being run on an extended pilot in the retailer’s stores. Chief Executive’s Business Review | 2004 Report & Accounts | Torex Retail Plc 09
A new fully internet-enabled version of our successful
LORD loss prevention product has been released in 2004.
We are undertaking a major expansion of the functionality
of our best of breed, merchandise planning product,
Smartdecision. With this project we are working very
closely with a major US fashion and apparel retailer to
ensure that the product exactly meets a retailers
requirements. In P&C we are implementing petroleum
functionality into LUCAS to provide a highly scaleable
and centrally managed EPoS solution to target the large
multi-national petroleum retailers.
We are proud of our strong and
growing customer base which
includes many major names
across the UK, Europe and 
the US. 10 Torex Retail Plc | Report & Accounts 2004 | Chief Executive’s Business Review
Sales and marketing |
2004 has seen a significant investment to refocus 
Torex Retail from a business model which prioritised
customer retention to one that in addition aggressively
seeks new business. A key part of the strategy of the
newly-independent Torex Retail is to shed its image as
“one of the best kept secrets in retail IT” and substantially
raise the profile of the business as a supplier of a
comprehensive range of innovative and market leading
retail management solutions.
As part of this process new corporate branding, 
including a new website (www.torexretail.com), has been
introduced and all of our activities across Europe now
trade under the Torex Retail brand. In addition, the Group
has appointed a number of experienced sales executives
to drive new business, particularly in the UK market. 
The benefit of this investment is evidenced by the new
contract wins in 2004 and a strong sales pipeline for
2005, supplemented by an excellent prospects list.
An integrated Torex Retail POS
solution on a Texaco highway
station in Belgium allows the
station manager control over
both forecourt and shop.
Chief Executive’s Business Review continued Chief Executive’s Business Review | 2004 Report & Accounts | Torex Retail Plc 11
A further route to market is via partners and during 2004
much greater emphasis has been placed upon building
relationships with these third parties. In particular 
Torex Retail has been appointed an IBM Premier
Business Partner. This is IBM’s highest category of
partner and there are only two other similar status
partners in the UK retail IT market. We are also in
discussion with a number of potential distributors 
and other third parties to help us introduce our leading
IPR software products into new geographic markets.
We are confident that working more closely with 
partners going forward will help us win increased levels 
of business, particularly amongst larger retailers and in
new markets.
Business development |
During the period we enhanced the SMS business in 
the UK with two acquisitions. 
In August we acquired KPOS, a long standing supplier of
IT systems to the UK retail market with an outstanding
reputation for customer service. The acquisition of KPOS
creates significant cross selling opportunities to the
expanded customer base and increases our channel to
the UK market. Integration benefits have been realised in
2004 and new areas of synergy will be achieved during
the coming year.
In November we acquired the Alphameric Retail Division 
which established Torex Retail as the market leader in 
the UK for retail IT systems. Going forward, the increased
critical mass of our business provides us with much greater
leverage when negotiating contracts. The enlarged
product portfolio, including merchandise management
and business intelligence systems, strengthens our
offering as a ‘one stop shop’ for retailers’ IT solutions.
The acquisition also provides the opportunity for strong
organic growth by cross-selling the enhanced product
portfolio within the combined customer base. This gives
customers the confidence that they are buying from 
the marker leader.
The integration of the business is already well under way
and ahead of schedule. The management team is now in
place and manning levels are currently being assessed in
other areas of the business. Annualised cost savings of
£3.3 million have been identified. 
In September the remaining 30.2% of the German Torex
Retail Solutions GmbH (“Torex GmbH”) business was
acquired. Torex GmbH develops LUCAS, which is the
basis of the product offering that the Group is
successfully marketing and rolling out across Europe 
and North America.
Following the period end, the Group acquired Flexiline
Forecourt Services Limited (“Flexiline”). The acquisition
will be integrated into the P&C business and will give us
the ability to provide a complete solution for all filling
station installation and maintenance services which we
believe will be particularly attractive to the major oil
companies and large supermarket groups.
Chris Moore 
Chief Executive
30 March 2005
Torex Retail’s Java-based store
management system LUCAS 
has been deployed in
approximately 500 checkout
systems at the German 
jewellery retailer Christ. 12 Torex Retail Plc | Report & Accounts 2004
Financial Review
Introduction |
The Company was incorporated on 4 February 2004 as
Lynxangel (Holdings) Public Limited Company and on 
16 February 2004 acquired the Torex Retail Group of
companies from Torex PLC which was part of iSOFT Group
Plc. On 17 February 2004 the Company changed its name
to Torex Retail Plc and on 2 March 2004 the Company’s
ordinary shares were admitted to trading on AIM.
Operating results |
The reported results represent the trading of the Group
for the eleven months since the Company’s incorporation
on 4 February 2004. These show turnover of £67.9
million and operating profit before amortisation of
goodwill and exceptional items of £12.7 million.
However, in order to provide a better understanding 
of our trading results we have produced pro forma 
information, shown below. This information shows the
results for the Group as if it had been trading in its
current form for a full twelve month period. Comparative
pro forma information has also been provided for the 
12 month period to 31 December 2003.
The pro forma information has been prepared 
on the following basis:
• The pro forma results for the twelve months ended 
31 December 2004 comprise the actual results of the
Group for the eleven month period and the actual
January 2004 operating loss of the original Torex Retail
Group, on the basis of current accounting policies.
They have an assumed tax rate of 30% (after allowing
for goodwill amortisation), the same goodwill
amortisation charge as the eleven month period and
include the results of KPOS and Alphameric Retail
Division from their respective dates of acquisition.
• The pro forma results for the year ended 31 December
2003 comprise the actual results for the period, on 
the basis of current accounting policies. The results
include the same plc board costs, interest and 
goodwill amortisation charges as for the year ended 
31 December 2004. Tax has been calculated on the
same basis as above.
• The pro forma EPS are based on the weighted 
average number of shares for the period ended 
31 December 2004.
Pro forma profit and loss account |
Pro forma Pro forma
12 months ended 12 months ended
31 December 2004 31 December 2003
£’000 £’000
Turnover 71,760 67,559
Cost of Sales (23,321) (23,812)
Gross Profit 48,439 43,747
Gross margin 67.5% 64.8%
Overheads (35,931) (35,683)
Operating Profit* 12,508 8,064
Return on sales 17.4% 11.9%
Interest (1,253) (1,253)
Profit on ordinary activities before tax* 11,255 6,811
Exceptional items (787) – 
Goodwill amortisation (2,938) (2,938)
Profit on ordinary activities before tax 7,530 3,873
Pro forma earnings per share 
Basic 2.7p 1.0p
Diluted 2.6p 1.0p
Adjusted basic* 5.0p 2.9p
* Pre exceptional items and goodwill amortisation
Richard Thompson
Group Finance Director Financial Review | 2004 Report & Accounts | Torex Retail Plc 13
The Group has achieved improved gross margins in all
major areas of the business. This has arisen primarily from
an increase in sales of higher margin software products
which have grown to 20% of total sales (2003: 17%).
Similarly there has been a reduction in lower margin
hardware sales from 38% in 2003 to 33% in 2004. 
A tight control has been maintained on overheads
throughout the year and in addition, the full effect of cost
saving exercises completed in 2003 has been recognised
in 2004. This is not fully visible in the above figures due
to the overhead costs of the acquired businesses. 
The total overhead cost for 2004, excluding KPOS 
and Alphameric Retail Division, is £32.8 million.
Pro forma operating profit before tax, goodwill
amortisation and exceptional items was £12.5 million
(2003: £8.1 million), an increase of 55% driven by strong
growth in the SMS business. The former KPOS and
Alphameric Retail Division businesses contributed 
£1.2 million in the period.
Exceptional items and goodwill amortisation |
An exceptional charge of £787,000 has been incurred 
in the period. Of this, £545,000 represents a charge
required under UITF Abstract 17 to reflect the fair value
of share options vested in an Employee Share Scheme
and £242,000 relates to redundancy costs incurred as
acquired businesses were restructured.
A £2.9 million charge for the amortisation of goodwill 
has been made during the period, of which £0.2 million
related to goodwill generated on the acquisitions of
KPOS and the Alphameric Retail Division. 
Tax |
The overall tax charge on ordinary activities was 36%
which is in excess of the standard rate. This is principally
due to goodwill amortisation, which is not allowed for 
UK tax purposes, and higher overseas tax rates, which
are partially offset by a tax credit on the £2.4 million
redemption premium on the loan notes issued as part 
of the consideration for the acquisition of the Torex Retail
Group from iSOFT Group plc. 
Earnings per share |
Basic pro forma earnings per share were 2.7p, up 170%
on the prior period (2003: 1.0 pence).
Balance sheet |
The balance sheet as at 31 December 2004 shows net
assets of £72.6 million, including goodwill of £78.2
million, after the current period’s charge for amortisation.
Goodwill is being written off over twenty years and arises
from the acquisitions detailed below.
During the 11 months to December 2004, the Group has
experienced strong cash inflows from operating activities,
generating £11.5 million of cash (128% of operating
profit). Net debt at the period end was £19.4 million,
which includes £0.6 million in relation to finance leases.
Acquisitions |
The acquisition of the Torex Retail Group was completed
on 16 February 2004 for a total consideration of 
£62.9 million which comprised of £46.3 million in cash,
£14.2 million in loan notes and £2.4 million in redemption
premium on the loan notes.
Other acquisitions made during the period:
• KPOS was acquired on 9 August 2004 for a
consideration of £8.7 million comprising £4.9 million 
in cash and £3.8 million in shares; 
• On 6 September 2004 the remaining 30.2% stake in
Torex GmbH was acquired, making it a wholly owned
subsidiary of the Group. The consideration was fully
satisfied by new shares in the Company, with a value 
of £3.8 million; and 
• The Alphameric Retail Division was acquired from
Alphameric Plc on 29 November 2004 for an initial
consideration of £15 million. A further £15 million may
be payable dependant upon the financial performance
of the acquired business during the period to 
31 December 2005. The initial consideration comprised 
£10 million in cash and £5 million in shares.
On 19 January 2005 Flexiline was acquired for a
consideration of £2.1 million, which was satisfied by 
the payment of £1.05 million in cash and the balance 
in shares.
Richard Thompson
Group Finance Director
30 March 2005 14 Torex Retail Plc | Report & Accounts 2004
Corporate Social Responsibility
A comprehensive intranet site has been set up which, 
in addition to providing copies of the basic documents
available to staff in connection with their employment,
also has sections which keep everyone in touch with
news and opinion, both corporate and personal,
concerning the organisation. A vital requirement for 
the intranet site is that it is kept fully up to date and
experience so far is that this is being achieved.
Everyone who was with the Group at the time of 
flotation has been given a number of options under 
the Company’s share option plans and these holdings 
will mature in the usual way.
In November 2004, we commissioned Mosaic Business
Dynamics, an independent consultant, to undertake a
survey of our employees about their views, both positive
In our first year, our emphasis has been
directed towards our most important asset –
our employees. Corporate Social Responsibility | 2004 Report & Accounts | Torex Retail Plc 15
and negative, on their relationship with the Group and
with their work colleagues. There was an encouraging
60% response, which is above the average for such
surveys, and all views were incorporated into a report
which was published on the intranet in December. 
As well as analysing the results of the survey, the report
set out various areas which management would be
addressing in order to tackle the main issues raised.
The intranet site also explains the various more regular
means by which we communicate with and obtain
feedback from our employees. Our commitment to
equality of treatment and non-discrimination in any area
of employment is also emphasised, as is our approach to
health and safety. In particular, we ensure that disabled
employees, regardless of the nature of their disability or
the time of its onset, are given fair and proper consideration
for training, career development and promotion.
As a recently-formed and floated company, and one
which has a significant and ongoing programme of
acquisition and consolidation, we are understandably at
an early stage in formulating an overall corporate social
responsibility policy. However, we can comment generally
on other areas of CSR as follows.
We aim to treat our stakeholders in a responsible
manner. We maintain regular contact with our major
shareholders to explain current developments in our
business and all shareholders are of course most
welcome to attend the AGM. Our suppliers are another
key group and our relationship with them is one which
we are keen to develop, hopefully to our mutual benefit.
Our policy, in relation to all our suppliers, is to settle 
the terms of payment when negotiating a particular
transaction and then, assuming satisfactory performance
by the supplier, to make payment accordingly. The number
of days’ purchases (creditor days) outstanding for
payment by the Group at 31 December 2004 was 38.
In our particular business sector, the ability to make
major improvements to our environmental impact and,
indeed, the risk of suffering a major environmental
disaster, are limited. Nevertheless, environmental
considerations form part of our ongoing risk assessment
policy and we are taking steps towards some modest
improvements in areas such as the disposal of used PCs
and toner cartridges and in energy and paper use.
The degree of corporate acquisition and consolidation 
in the relatively short period of the organisation’s
independent existence has meant that, at Group level,
we have yet to establish policies for charitable giving or
for meaningful involvement in the communities in which
we are located. We have not made any political donations. 16 Torex Retail Plc | Report & Accounts 2004
Board of Directors
01 | Robert Loosemore
Executive Chairman
Age 39
Following five years as the managing
director of a subsidiary of Wace Group plc,
Rob joined the board of Torex PLC in
1996 and was responsible for integrating
their early acquisitions in the health 
and retail software sectors. In 1998, 
he became business development
director. Since leaving in 2000, he has
been involved in property development
and business consulting.
In early 2004, Rob instigated the process
which ultimately led to the formation of
Torex Retail Plc and its flotation on AIM.
02 | Christopher Moore
Chief Executive
Age 50
Chris joined the Board as non-executive
vice-chairman in November 2004 and
took over as chief executive on 8 February
2005. From March 1996 until April 2004,
he led the team at Torex PLC where he
built up the business into a European
market leader in healthcare information
systems and an established force within
Retail IT. During his time there the group
grew dramatically, both organically and by
acquisition, with the market capitalisation
increasing from £10m to £350m.
03 | Mark Pearman
Business Development Director
Age 43
From 1998 to 2003, Mark served on 
the board of Torex PLC in a number 
of positions, including chief executive,
finance director and business
development director.
During this time, he was heavily involved in
shaping the strategy of its retail business
which subsequently formed the basis for
Torex Retail Plc. Previously, he was finance
director of a division of Tarmac PLC. 
He is also a non-executive director of
Civica plc.
04 | Nigel Horn
Director of Legal Services
and Company Secretary
Age 50
A solicitor, Nigel spent 20 years 
in private practice before joining 
Torex PLC in January 1999 as
Company Secretary and Legal
Counsel. As part of the management
team of that company, he acquired a
depth of knowledge about what is now
the core business of Torex Retail Plc.
05 | Richard Thompson
Group Finance Director
Age 43
From October 2001 until its
acquisition by Vodafone in January
2004 Richard, a chartered
accountant, was finance director 
of Project Telecommunications
Limited. Previously, he had spent
twelve years with Courtaulds Textiles
Group in a number of senior roles,
both in the UK and abroad.
06 | Geoffrey Forster
Non-executive Director
Age 63
Until his retirement in 2001, Geoffrey
headed Lloyds TSB Bank plc’s
Corporate Division for Oxfordshire,
dealing with major companies both
within and beyond the county and
specialising in technology companies.
He is chairman of Premier Research
Group PLC and a non-executive
director of two further companies: 
he works with other companies in 
a consultancy role.
07 | David Hallett
Non-executive Director
Age 49
David is currently Client Services
Director of Sun Microsystems, Inc
and was formerly Group IT director of
Littlewoods Retail Group and before
that, of Argos plc. He was previously
with Dixons Stores Group.
01 02 03
05 04 06 07 17 2004 Report & Accounts | Torex Retail Plc
Group Information |
Company Secretary Nigel Horn
Registered Office Telfer House, Range Road, Witney, Oxfordshire OX29 0YN
Registered number 5034556
Officers and Advisors
Principal Advisors |
Nominated Advisor Evolution Securities Limited
& Broker 100 Wood Street
London EC2V 7AN
Solicitors Osborne Clarke
One London Wall
London EC2Y 5EB
Clark Holt
Hardwick House
Prospect Place
Swindon SN1 3LJ
Auditors Hurst Morrison Thomson LLP
5 Fairmile
Henley-on-Thames
Oxfordshire RG9 2JR
Principal Bankers Lloyds TSB Bank plc
140 Wharfedale Road
Winnersh Triangle
Berkshire RG41 5RB
Registrar Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU 18
Report of the Directors for the period ended 31 December 2004
The directors present their report and the audited
financial statements for the period ended 
31 December 2004.
Principal activities |
The Group is a leading supplier of electronic point of sale
(‘EPoS’) solutions, services and productivity tools to high
street, convenience and petroleum retailers, both in the
UK and in Europe.
Developments affecting the Group during the period and
its prospects for the future are evaluated in the Chairman’s
Statement and in the Chief Executive’s Business Review
and the Financial Review on pages 2 to 13. 
Results and Dividends |
The Group profit for the period available to ordinary
shareholders after tax and minority interest amounted 
to £4.7 million.
The directors recommend the payment of a final dividend
of 0.58p per ordinary share which, together with the
interim dividend of 0.10p makes a total of 0.68p for 
the period.
If approved, the final dividend will be paid on 
20 May 2005 to ordinary shareholders on the register 
at the close of business on 22 April 2005.
Research and development |
The Group is continuously developing its software
products to adapt to or anticipate trends in its market
sector. This includes both evaluating and adopting
operating systems and other technologies and the
development of software around these systems to create
bespoke solutions for our customers.
Change of name |
The Company was incorporated on 4 February 2004 
and changed its name from Lynxangel (Holdings) Public
Limited Company to Torex Retail Plc on 17 February 2004.
Directors |
The names of the current directors together with 
brief biographical details are shown on page 16.
Dr Colin Wall was appointed a non-executive director 
on 25 February 2004 and resigned from the Board on 
26 April 2004. Jürgen Heck was appointed an executive
director on 24 March 2004 and resigned from the Board
on 14 March 2005.
All current directors were appointed during the
period, as follows:
Robert Loosemore – 4 February 2004
Geoffrey Forster – 4 February 2004
Mark Pearman – 1 May 2004
David Hallett – 7 June 2004
Richard Thompson – 1 July 2004
Christopher Moore – 1 November 2004
Nigel Horn – 8 November 2004
In accordance with the articles of association, each of
these current directors now resigns and, being eligible,
offers himself for re-appointment.
Directors’ interests in the shares of the Company are
disclosed in the Remuneration Report on page 24.
Acquisitions and disposals |
Details of acquisitions during the period and of a 
post balance sheet event are contained in the 
Financial Review on page 13.
There were no disposals.
Torex Retail Plc | Report & Accounts 2004 19
Substantial interests in shares |
As at 30 March 2005, the Company was aware of the
following substantial holdings in its issued ordinary share
capital:
Number of           % of
Shares Total
R W Loosemore 28,124,999 15.42
Schroder Investment Management Limited 22,543,671 12.27
F&C Asset Management PLC 20,646,575 11.32
ISIS Asset Management PLC 18,592,575 10.19
M&G Investment Management 11,420,250 6.15
Artemis Investment Management 10,575,000 5.76
New Star Asset Management Ltd 10,354,500 5.68
JP Morgan Fleming Asset Management 9,730,000 5.33
Jupiter Asset Management 7,350,000 4.03
Morley Fund Management Ltd 6,500,000 3.56
FPCP Stewardship ((dup)) 6,428,366 3.52
Newton Investment Management Limited 6,250,000 3.43
J Heck 5,764,250 3.16
Corporate social responsibility |
Certain statutory information on employment, 
charitable and political donations, creditor days,
health and safety and environmental matters is contained
in a separate Corporate Social Responsibility report on
pages 14 and 15.
Corporate governance |
The corporate governance statement is set out on pages
20 and 21.
Annual General Meeting |
The Annual General Meeting of the Company will be 
held on 28 April 2005. Details of the resolutions to be
proposed, together with appropriate explanations, are set
out in the Notice of Annual General Meeting attached
with this report. There are five items of special business:
(i) to increase the authorised capital of the Company to
£4,000,000: this is to support the Group’s progressive
acquisition policy where, in appropriate cases,
consideration for purchases will be satisfied by 
the issue of new shares; 
(ii) to grant the directors authority for a period of five
years from the date of the AGM to allot a maximum
of 61,925,768 relevant securities. This represents one
third of the aggregate current issued ordinary share
capital;
(iii) to permit the directors for a period of five years from
the date of the AGM to allot up to 9,288,865 equity
securities wholly for cash other than on a pre-emptive
basis to current shareholders pro rata to their existing
holdings. This represents 5% of the aggregate current
issued ordinary share capital;
(iv) to amend the articles of association to increase the
aggregate annual amount payable as directors’ fees:
this is to reflect the changes to the structure of the
board since the articles of association were first
approved by shareholders; and
(v) to amend the rules of the Torex Retail Plc
Unapproved Company Share Option Plan 2004 to
permit grants of options to certain executives which
exceed in value one times’ relevant earnings. This will
allow flexibility for the Remuneration Committee and
will avoid potential unfairness where an employee
joins the Group shortly before the end of the
Company’s financial year and is not in a position to
receive maximum option entitlement in that year.
Items (i), (ii), (iv) and (v) will be proposed as ordinary
resolutions and item (iii) will be proposed as a special
resolution: they appear as Items 12 to 16 inclusive in 
the Notice.
Auditors |
Hurst Morrison Thomson LLP have indicated their
willingness to continue in office and a resolution for their
re-appointment as auditors of the Company will be
proposed at the forthcoming Annual General Meeting.
By order of the Board
N D Horn
Secretary
30 March 2005
Report of the Directors | 2004 Report & Accounts | Torex Retail Plc 20
Corporate Governance
Whilst as a member of AIM the Company is not required
to comply fully with the principles and provisions of the
Combined Code, nevertheless its intention is to comply
so far as is appropriate for a company of its size 
and nature.
Directors |
As the inaugural period of the Company’s existence, this
has inevitably been a time of consolidation which has
extended to the composition of the Board. 
At flotation, the Board comprised one executive and two
non-executive directors. Of the latter one, Dr Colin Wall,
who had provided invaluable assistance during the
flotation period, resigned in April to pursue his other
business interests and was replaced by David Hallett.
The executive side of the Board was strengthened by 
the appointment of Mark Pearman (who previously 
held a number of positions at Torex PLC including chief
executive) and Richard Thompson, who was recruited
externally for the position of Group Finance Director 
using the help and advice of PricewaterhouseCoopers.
Two further appointments were made in November, 
in each case involving individuals who had previously
worked at Torex PLC. Following the changes announced
on 8 February 2005 and 15 March 2005, the Board now
comprises five executive and two non-executive
directors. Notwithstanding that he received a small
payment for pre-flotation advice, the Board has
determined that Geoffrey Forster is independent, 
as is his non-executive colleague, David Hallett. 
The Nomination Committee will be taking due account of
non-executive director independence when considering
future appointments to the Board.
The Board |
The Board’s whole year timetable provides for a minimum
of six full Board meetings spread across the whole
calendar year: at least one of these meetings will include
a detailed  discussion of the strategic plan. The directors
believe that these meetings make the Board well-placed
to remain fully up-to-date on the Group’s activities and to
exercise adequate control. There is a clear distinction
between the role of the chairman in running the Board,
and that of the chief executive in running the business:
the latter is obliged to comply with a practical schedule
(which will be reviewed at least annually) of matters
requiring Board approval before implementation. 
The agenda for each regular Board meeting includes
substantial reports on all aspects of the Group’s business
and ad hoc reports are circulated if decisions are
required between meetings.
Geoffrey Forster has been designated as senior
independent director.
All newly appointed directors are provided with an
induction programme which includes meetings both
internally and externally with those principally involved
with the business. Arrangements will be made for
ongoing director training.
The Company maintains appropriate directors’ and
officers’ insurance cover.
All directors have access to the advice and services of
the Company Secretary and are able to take independent
professional advice at the Company’s expense.
Relations with shareholders |
Communication with shareholders is taken seriously and
the Company maintains regular direct contact with its
major shareholders. 
Immediately following flotation, a grant of share options
was made to all employees in the UK and Germany:
subsequently, this benefit was extended to employees in
Belgium. It is hoped that in the fullness of time, this will
result in a significant number of employees becoming full
shareholders in the Company.
The inaugural Annual General Meeting will be held at
Blenheim Palace. All shareholders will of course be very
welcome since this will provide an excellent opportunity
to meet with the directors. The venue will also be
convenient for many of our employees, should they wish
to attend.
The results of the votes on all resolutions put to the AGM
will be published on the Company’s website, together
with details of proxy votes cast for each resolution,
whether or not a poll is demanded.
Board committees |
The Board has the following standing committees: each
has its own terms of reference which are available on the
Company website.
Audit Committee |
Members are: Geoffrey Forster (chairman) and David
Hallett (appointed 7 June 2004). Colin Wall resigned from
the Committee on 26 April 2004. The Group Finance
Director and a representative of the external auditors
attend by invitation. Updated terms of reference were
adopted by the Board during the period. 
Torex Retail Plc | Report & Accounts 2004 21
The Audit Committee review the assurance procedures,
ensuring that an appropriate mix of techniques is used to
obtain the level of assurances required by the Board. The
Audit Committee chairman presents their findings to the
Board on a six monthly basis or earlier as appropriate.
The Committee has discussed the independence of
external auditors and is satisfied that this is not
prejudiced when undertaking non-audit work. 
This will be kept under regular review.
Due to the size of the Company it has not been thought
appropriate to establish an internal audit function. 
This matter will be kept under review.
Remuneration Committee |
The Committee is comprised exclusively of non-executive
directors. Members are: David Hallett (chairman,
appointed 7 June 2004) and Geoffrey Forster. 
Colin Wall resigned from the Committee on 26 April
2004. The Chairman and the Chief Executive also attend
the Committee by invitation, when appropriate, during
the period. Committee members have no personal
interest, other than as shareholders, in the matters
decided by the Committee.
Nomination Committee |
Members are: Robert Loosemore (chairman), Geoffrey
Forster and David Hallett (7 June  2004). All director
appointments are considered before formal approval by
the Board and the Committee aims to maintain a proper
balance between executive and non-executive directors:
this includes a formal annual review of Board structure
and succession planning.
The chairman of each Committee will be available at 
the AGM to respond to questions about his particular
Committee.
The Company Secretary is secretary to each Committee.
Internal controls |
The Group has established processes and procedures
for identifying, evaluating and managing the significant
risks faced by the Group. The processes have been
embedded into the fabric of the Group and have been in
place for the period under review and up to the date of
approval of the annual report and financial statements. 
The processes and procedures will be regularly reviewed
by the Board.
The Board is ultimately responsible for the Group’s
system of internal controls and for reviewing its
effectiveness. The role of management is to implement
Board policies on risk and control. The system of internal
controls is designed to manage rather than eliminate the
risk of failure of the achievement of business objectives.
In pursuing these objectives, internal controls can only
provide reasonable and not absolute assurance against
material misstatement or loss.
A process of control self-assessment and hierarchical
reporting has been established which provides for a
documented and auditable trail of accountability. These
procedures are relevant across all Group operations: they
provide for successive assurances to be given at increasingly
higher levels of management and, finally, to the Board.
The processes used by the Board to review the
effectiveness of the system of internal controls include
the following:
• annual budgets are prepared for each operating
business and compared with monthly management
reporting, which focuses on actual performance against
these budgets;
• management reports and external audit reports on the
system of internal controls and any material control
weaknesses that are identified;
• discussions with management including discussions on
the actions taken on problem areas identified by Board
members or in the external audit reports;
• policies and procedures for such matters as delegation
of authorities, capital expenditure and treasury
management as well as regular updates.
• review of the adequacy of the level of experienced and
professional staff throughout the business and the
expertise of individual staff members so that they are
capable of carrying out their individual delegated
responsibilities; and
• review of the external audit work plans.
The Group’s management operates a risk management
process, which identifies the key risks facing each
business. The process is based on each business unit
producing a risk register which identifies the potential key
risks to the individual business unit, the impact should
they occur and the action being taken to sufficiently
manage those risks. 
Going concern |
After making enquiries, the directors have a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the foreseeable
future. For this reason they continue to adopt the going
concern basis in preparing the financial statements.
Corporate Governance | 2004 Report & Accounts | Torex Retail Plc 22 Torex Retail Plc | Report & Accounts 2004
Remuneration Report Period ended 31 December 2004
Being a member of AIM, the Company is not required to comply with the provisions of the Directors’ Remuneration
Regulations 2002. Nevertheless, as part of the Group’s commitment to best practice in corporate governance, every
effort has been made to adhere to these provisions.
Executive directors Date of contract Notice period
Robert Loosemore 9 February 2004 12 months
Mark Pearman 26 April 2004 12 months
Richard Thompson 1 July 2004 12 months
Nigel Horn 8 November 2004 12 months
Christopher Moore 8 February 2005 12 months
Non-executive directors Date of letter of appointment Period of appointment
Geoffrey Forster 25 February 2004 To AGM 2007
David Hallett 26 April 2004 To AGM 2007
Directors’ contracts |
Directors’ service agreements |
All executive directors’ service contracts are subject to
12 months’ notice of termination from the Company.
Non-executive directors are normally appointed for a
three year term which is extendible at the Board’s
discretion. All appointees are subject to regular 
re-appointment by shareholders. Contracts are
terminable without notice in accordance with the 
articles of association.
Non-executive directors’ remuneration |
The remuneration for non-executive directors is set by
the full Board on the recommendation of the executive
directors. Remuneration comprises an annual fee. 
Non-executive directors are not eligible to participate in
any of the Company’s bonus or share option schemes.
Remuneration policy |
It is the Company’s policy to provide for each of its
executive directors a remuneration package which is
adequate to attract, retain and motivate individuals of the 
appropriate calibre, whilst at the same time not paying
more than is necessary for this purpose.
Proposals for the most recent review were put to the
Remuneration Committee by the chairman, having
consulted a number of independent advisors.
Executive directors’ remuneration |
The following comprised the principal elements of
executive directors’ remuneration for the period 
under review:
• base salary
• benefits, including pension contributions, life
assurance, company car allowance, healthcare 
and permanent health insurance
• annual short term performance related bonus
• share options
The short term bonus is awarded annually by the
Remuneration Committee and relates to the achievement
of certain profit and cash targets set by that Committee.  Remuneration Report | 2004 Report & Accounts | Torex Retail Plc 23
Share option plans |
The Company operates two share option plans (a UK
Inland Revenue approved plan and an unapproved plan)
under which directors and other executives are eligible 
to participate at the discretion of the Remuneration
Committee. Options are granted at market value,
determined immediately before the grant. Annual awards
do not normally exceed one times relevant earnings.
The Company also operates an approved and an
unapproved Enterprise Management Incentive Scheme.
On 10 February 2004, a total of 1,000,000 and
1,869,898 options respectively were issued by these
schemes to two senior managers. Following flotation, no
further options may be issued by either scheme.
Robert Loosemore is precluded from participating in
either of the above option plans and the Board is
considering alternative means of providing suitable
incentivisation comparable to that enjoyed by other
executive directors.
As described in the Admission Document, the Company
expects to issue to senior management up to 8% of the
original issued share capital (that is, a total of 12,059,453
shares) at an exercise price of 1p per share.
Performance graph |
As the Company is quoted on the Alternative Investment
Market, the AIM index provides an appropriate indication
of market movements against which to benchmark the
Company’s performance. The chart below shows the
Company’s TSR performance against both the AIM index
and also the FTSE Software and CPU Services index
over the period.
Salary & fees Benefits Annual bonus Other Total Pension
2004 2004 2004 2004 2004 2004
£’000 £’000 £’000 £’000 £’000 £’000
Executive
Robert Loosemore 134 16 125 – 275 13
Mark Pearman
1 & 8
100 17 125 100 342 10
Jürgen Heck
2
92 9 29 – 130 4
Richard Thompson
3
63 6 25 – 94 5
Nigel Horn
4
12 2 25 – 39 1
Christopher Moore
5
25 3 63 – 91 2
Sub total 426 53 392 100 971 35
Non-executive
Geoffrey Forster 18 –– – 18 –
David Hallett
6
12 –– – 12 –
Colin Wall
7
14 –– – 14 –
Sub total 44 –– – 44 –
TOTAL 470 53 392 100 1,015 35
Benefits include provision of company car allowance, healthcare and permanent health insurance, all of which are taxable and life assurance benefits,
which are not taxable. Pension contributions were made into defined contribution pension schemes.
0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
Q1 2004
1 JAN
Q2 2004
31 MAR
Q3 2004
30 JUN
Q4 2004
30 SEP 31 DEC
Torex
Retail
AIM FTSE S/C Software & CPU Services
The highest paid director was Mark Pearman.
The auditors are required to report on the information contained in the following section of this report.
Directors’ emoluments |
Salary bonus and benefits
The various elements of remuneration received by each director during the period were as follows:
1 from 1 May 2004
2 from 24 March 2004 
3 from 1 July 2004
4 from 8 November 2004
5 from 1 November 2004
6 from 7 June 2004
7 from 25 February 2004 to 
26 April 2004
8 Mark Pearman received a
special bonus of £100,000 on
taking up his appointment 24 Torex Retail Plc | Report & Accounts 2004 | Remuneration Report
Share options
The following figures relate to participation in the Torex Retail Plc Approved Company Share Option Plan 2004(*) 
and the Torex Retail Plc Unapproved Company Share Option Plan 2004(+). The middle market value of the Company’s
ordinary shares on 31 December 2004 was 75.75p and the range during the period was 52.00p to 80.50p.
No of options
Market price Date
At 04.02.04 Granted Exercised At 31.12.04 Exercise on date from
or (^) date of during during the or date of price exercised which Expiry
appointment the period period resignation (p) (p) exercisable date
Jürgen Heck^ – #76,000* – #76,000* 40 – 24.03.07 24.03.14
75,000+ 75,000+
Nigel Horn^ – 43,795* – 43,795* 68.5 – 15.11.07 15.11.14
56,205+ 56,205+
Robert Loosemore – – – – ––– –
Christopher Moore^ – – – – ––– –
Mark Pearman^ – – – – ––– –
Richard Thompson^ – 51,282* – 51,282* 58.5 – 01.07.07 01.07.14
198,718+ 198,718+
# 1,000 of these options are held by Mrs M Vreda-Heck.
Remuneration Report continued
At 4 February 2004 At 31 December 2004
Ordinary shares Non- Non-
Beneficial beneficial Beneficial beneficial
Geoffrey Forster 1 – 20,000 –
David Hallett* ––––
Jürgen Heck* –– 5,764,250 –
Nigel Horn* –– 35,000 –
Robert Loosemore 28,124,999 – 28,124,999 –
Mark Pearman* –– 100,000 –
Christopher Moore* –– 3,868,000 –
Richard Thompson* ––––
Directors’ interests in shares
*at date of appointment.
For the period from 4 February until 2 September 2004, at which point it was sold to the Group, Jürgen Heck and his
wife held a beneficial interest in 30.2% of the shares of Torex GmbH. Subject to that, during the period none of the
directors had an interest in the share capital of any of the Company’s subsidiaries. Jürgen Heck resigned from the
Board on 14 March 2005.
David Hallett purchased 10,000 ordinary shares on 21 February 2005 and Richard Thompson purchased 26,350
ordinary shares on 3 March 2005. Save for that, there have been no changes in the above holdings between 
31 December 2004 and 30 March 2005. 
Pension benefits
Directors’ pension contributions are paid into private money purchase schemes on an individual basis. Remuneration Report | 2004 Report & Accounts | Torex Retail Plc 25
Options under the Company’s schemes can normally be
exercised only on the achievement of an objective
performance condition set by the Remuneration
Committee and linked to the underlying performance of
the Company. The performance condition currently
applying is real growth in earnings per share (excluding
goodwill amortisation and exceptional items) of at least
3% per annum over three consecutive years.
By order of the Board 
Geoffrey Forster
Chairman of the Remuneration Committee
30 March 2005 26 Torex Retail Plc | Report & Accounts 2004
Statement of Directors’ Responsibilities
Company law in the United Kingdom requires the
directors to prepare financial statements for each
financial period which give a true and fair view of the
state of affairs of the Company and of the Group and 
of the profit or loss of the Group for that period. In
preparing those 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 applicable accounting standards have
been followed, subject to any material departures
disclosed and explained in the financial statements
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group will continue in business.
The directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the Group
and enable them to ensure that the financial statements
comply with the Companies Act 1985. The directors are
also responsible for safeguarding the assets of the Group
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are responsible for the maintenance and
integrity of the Company's website. Financial information
published on the website is based on legislation in the
United Kingdom governing the dissemination of financial
statements that may differ from legislation in other
jurisdictions. Report of the Independent Auditors to the 
Members of Torex Retail Plc
2004 Report & Accounts | Torex Retail Plc 27
We have audited the financial statements of Torex Retail
Plc for the period ended 31 December 2004 which
comprise the Consolidated Profit and Loss Account, the
Consolidated Statement of Total Recognised Gains and
Losses, the Consolidated Balance Sheet, the Company
Balance Sheet, the Consolidated Cash Flow Statement
and the related notes. These financial statements have
been prepared under the historical cost convention and
on the basis of the accounting policies set out therein.
This report is made solely to the Company's
shareholders, as a body, in accordance with Section 235
of the Companies Act 1985. Our audit work has been
undertaken so that we might state to the Company's
shareholders those matters we are required to state to
them in an auditors' 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 shareholders as a body,
for our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors 
and auditors |
As described in the Statement of Directors'
Responsibilities the Company's directors are responsible
for the preparation of the financial statements in
accordance with applicable law and United Kingdom
Accounting Standards.
Our responsibility is to audit the financial statements in
accordance with relevant legal and regulatory
requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial
statements give a true and fair view and are properly
prepared in accordance with the Companies Act 1985.
We also report to you if, in our opinion, the Report of the
Directors is not consistent with the financial statements, if
the Company has not kept proper accounting records, if
we have not received all the information and explanations
we require for our audit, or if information specified by law
regarding directors' remuneration and transactions with
the Company is not disclosed.
We read other information contained in the Report and
Accounts and consider whether it is consistent with the
audited financial statements. This other information
comprises only the Report of the Directors, the
Chairman’s Statement, the Chief Executive’s Business
Review, the Financial Review and the Corporate
Governance statement. We consider the implications for
our report if we become aware of any apparent
misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to
any other information.
Basis of audit opinion |
We conducted our audit in accordance with United
Kingdom Auditing Standards issued by the Auditing
Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgements
made by the directors in the preparation of the financial
statements, and of whether the accounting policies are
appropriate to the company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all
the information and explanations which we considered
necessary in order to provide us with sufficient evidence
to give reasonable assurance that the financial
statements are free from material misstatement, whether
caused by fraud or other irregularity or error. In forming
our opinion we also evaluated the overall adequacy of
the presentation of information in the financial
statements.
Opinion |
In our opinion the financial statements give a true and fair
view of the state of the Group’s and the Company's
affairs as at 31 December 2004 and of the Group’s profit
for the period then ended, and have been properly
prepared in accordance with the Companies Act 1985.
Hurst Morrison Thomson LLP
Chartered Accountants
& Registered Auditors 5 Fairmile
Henley-on-Thames
Oxfordshire
30 March 2005 RG9 2JR 28 Torex Retail Plc | Report & Accounts 2004
Consolidated Profit and Loss Account
For the period ended 31 December 2004
11 months
ended
31 December 2004
Note £’000
Turnover
Continuing operations 2 67,935
Cost of sales (22,022)
Gross profit 45,913
Administrative expenses (33,224)
Operating profit before goodwill amortisation and exceptional items
Continuing operations 2 12,689
Exceptional items 7 (787)
Goodwill amortisation 12 (2,938)
Operating profit
Continuing operations 2 8,964
Net interest payable 3 (1,253)
Profit on ordinary activities before taxation 4 7,711
Taxation on ordinary activities 9 (2,813)
Profit on ordinary activities after taxation 4,898
Minority interest (226)
Profit for the financial period 4,672
Dividends 10 (1,226)
Retained profit 23 3,446
Underlying earnings per 1p ordinary share* 11 5.3p
Basic earnings per 1p ordinary share 11 3.0p
Fully diluted earnings per 1p ordinary share 11 2.9p
The accompanying notes are an integral part of the Consolidated Profit and Loss Account.
All the above results arise from acquisitions made during the period.
*Stated before goodwill amortisation and exceptional items Consolidated Statement of Total Recognised Gains
and Losses For the period ended 31 December 2004
Reconciliation of Movements in Shareholders’ Funds
For the period ended 31 December 2004
2004 Report & Accounts | Torex Retail Plc 29
11 months
ended
31 December
2004
£’000
Retained profit 3,446
Exchange difference on retranslation of net assets of subsidiary undertakings 216
Total recognised gains for the period 3,662
11 months
ended
31 December
2004
£’000
Shareholders’ funds at 4 February 2004 –
Profit for the financial period 4,672
Dividends (1,226)
Exchange difference 216
Issue of ordinary shares (net of expenses) 63,371
Increase in shares to be issued 5,055
Increase in other reserve 545
Movement in shareholders' funds 72,633
Shareholders’ funds at 31 December 2004 72,633 30 Torex Retail Plc | Report & Accounts 2004
Balance Sheets As at 31 December 2004
Group Company
31 December 31 December
2004 2004
Note £’000 £’000
Fixed assets
Intangible assets 12 78,218 –
Tangible assets 13 2,944 –
Investments 14 – 94,906
81,162 94,906
Current assets
Stocks 16 8,728 –
Debtors 17 31,785 4,962
Cash at bank and in hand 9,235 3,599
49,748 8,561
Creditors: amounts falling due within one year 18 (33,593) (9,265)
Net current assets/(liabilities) 16,155 (704)
Total assets less current liabilities 97,317 94,202
Creditors: amounts falling due after more than one year 18 (24,684) (24,400)
Net assets 72,633 69,802
Capital and reserves
Called up share capital 22 1,785 1,785
Shares to be issued 24 5,055 5,055
Share premium account 23 61,586 61,586
Other reserve 23 545 545
Profit and loss account 23 3,662 831
Shareholders’ funds – equity 72,633 69,802
The financial statements were approved by the Board on 30 March 2005 and signed on its behalf by:
Richard Thompson
Director
The accompanying notes are an integral part of these Balance Sheets. 2004 Report & Accounts | Torex Retail Plc 31
Consolidated Cash Flow Statement
For the period ended 31 December 2004
11 months
ended
31 December 2004
Note £’000
Net cash inflow from operating activities 28 11,475
Return on investments and servicing of finance
Interest paid (1,141)
Interest paid on finance leases (38)
Interest received 91
Net cash outflow from returns on investments and servicing of finance (1,088)
Taxation outflow (1,281)
Payments to acquire tangible fixed assets (477)
Capital expenditure (477)
Acquisitions of businesses
Purchase of subsidiary undertakings (80,403)
Net cash acquired with subsidiary undertakings 4,374
Deferred consideration payments (724)
Net cash outflow from acquisitions of businesses (76,753)
Equity dividends paid (167)
Net cash outflow before financing (68,291)
Financing
Issue of ordinary share capital 52,553
Expenses of share issues (2,890)
Loan advances 30,100 
Loan repayments (2,100)
Capital element of finance lease payments (267)
Net cash inflow from financing 77,396
Increase in cash 9,105
The accompanying notes are an integral part of the Consolidated Cash Flow Statement.
Reconciliation of Net Cash Flow to Movement 
in Net Debt For the period ended 31 December 2004
11 months
ended
31 December 2004
Note £’000
Increase in cash in the period 9,105
Cash inflow from increase in debt (27,733)
Change in net debt resulting from cash flow (18,628)
Debt acquired with acquisitions (615)
New finance leases incepted in the period (243)
Exchange movement 130
Movement in net debt in the period (19,356)
Net debt at 4 February 2004 27 –
Net debt at 31 December 2004 27 (19,356) 32 Torex Retail Plc | Report & Accounts 2004
Notes to the Financial Statements
1 ACCOUNTING POLICIES
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with applicable accounting
standards.
Basis of consolidation
The Group financial statements consolidate those of the Company and of its subsidiaries up to 31 December 2004.
The results of subsidiaries acquired during the period are included from the effective date of acquisition. Profits and
losses on intra-group transactions are eliminated in full. On acquisition of a subsidiary, all the subsidiary’s assets and
liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date.
No profit and loss account is presented for the Company, as permitted by Section 230 of the Companies Act 1985.
Goodwill
Goodwill arising from the acquisition of subsidiary undertakings, representing the difference between the purchase
consideration and fair value of net assets acquired, has been capitalised and is amortised on a straight line basis over
its estimated useful economic life as shown in note 12. Goodwill is subject to annual impairment reviews.
Turnover and long-term contracts 
Turnover represents the amounts derived from the sale of software product licences, the implementation, installation,
maintenance and support services and the supplies of third party hardware and software. All revenue is reported
excluding value added tax. 
• Income from maintenance contracts is recognised on a straight line basis over the life of the contract. Payments
received in advance are recorded in the balance sheet as deferred income.
• Implementation and installation revenues are recognised as and when delivery takes place.
• Hardware and software licence revenues are recognised on customer acceptance, when there are no significant
vendor obligations remaining and the collection of the resulting receivable is considered probable.
In the case of longer term service arrangements these are accounted for as long term contracts. The attributable
profit on long-term contracts is recognised once their outcome can be assessed with reasonable certainty. Amounts
recoverable on such contracts are included within prepayments and accrued income, after provision has been made
for any foreseeable losses and the deduction of applicable payments on account. Full provision is made for losses
on all contracts in the year in which the loss is first foreseen.
Tangible fixed assets and depreciation
Depreciation is provided on all tangible fixed assets at rates calculated to write the cost of each asset down to
estimated residual values evenly over its expected useful life, as follows:
Leasehold improvements – lease term
Plant and equipment – 3 to 10 years Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc 33
Investments
Investments held as fixed assets are stated at cost less provision for any permanent diminution in value.
Software development
Software development costs are charged against profits in the period in which they are incurred.
Stocks 
Stocks are stated at the lower of cost and net realisable value. Cost includes all costs incurred in bringing each
product to its present location and condition.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the Group an obligation
to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred
tax assets are recognised when it is more likely than not that there will be suitable taxable profits from which future
reversals of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis
at the rates that are expected to apply in the periods when the timing differences are expected to reverse, based on
rates of tax that have been enacted or substantively enacted by the balance sheet date.
Lease and hire purchase commitments
Assets held under finance leases and hire purchase contracts are capitalised at cost upon inception and depreciated
over their expected useful lives. 
The interest elements of the rental obligations are charged in the profit and loss account over the periods of the
finance leases and hire purchase contracts and represent a constant proportion of the balance of capital repayments
outstanding. Outstanding future lease obligations are shown in creditors. 
Rental costs under operating leases are charged against profits as incurred.
Pension costs
Retirement benefits to employees are provided by a number of defined contribution schemes. Payments are made
to pension trusts which are financially separate from the Group. These payments are charged against profits as
incurred.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary
assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date.
The profit and loss accounts and cash flows of overseas subsidiaries are translated into sterling at the average rates
of exchange for the period. The adjustment to closing rates for the period is taken to reserves. The exchange
differences arising from the retranslation at closing rate of the opening balance sheets of overseas subsidiaries are
taken to reserves.
All other exchange differences are taken to the profit and loss account. 34 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
Deferred consideration
The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash,
shares or other securities at a future date, depends on uncertain future events such as the future performance of the
acquired company. The amounts recognised in the financial statements are the fair value of the consideration that is
reasonably expected to be paid at the balance sheet date.
Financial instruments
The Group uses derivative financial instruments, primarily to manage exposure to interest rate fluctuations.
Discounts and premiums are charged or credited to the profit and loss account over the life of the asset to which
they relate.
It is the Group's policy that no trading in financial instruments shall be undertaken.
2 ANALYSIS OF TURNOVER, PROFIT AND NET ASSETS
(i) Turnover by geographical market
11 months
ended
31 December
2004
£’000
United Kingdom 48,409
Rest of Europe 19,017
Rest of world 509
Total 67,935
Substantially all of the turnover and operating profits are generated from the Group's principal activity, being the
design, supply and support of retail IT systems.
(ii) Geographical operations
11 months
United Rest of ended
Kingdom Europe 31 December
2004 2004 2004
£’000 £’000 £’000
Turnover 48,992 18,943 67,935
Operating profit before goodwill amortisation and
exceptional items 8,158 4,531 12,689
Goodwill amortisation (2,938) – (2,938)
Exceptional items (note 7) (770) (17) (787)
Operating profit 4,450 4,514 8,964
Net assets 63,669 8,964 72,633 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc 35
3 NET INTEREST
11 months
ended
31 December
2004
£’000
Bank loans (1,223)
Other interest payable (121)
(1,344)
Interest receivable 91 
(1,253)
4 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
11 months
ended
31 December
2004
£’000
The profit on ordinary activities before taxation is after charging:
Software development expenditure 10,867
Depreciation and amortisation:
Goodwill 2,938
Tangible assets, owned 699
Tangible assets, held under finance lease and hire purchase contracts 33
Auditors’ remuneration:
Audit services 90
Further assurance services 10
Tax services 64
Operating lease rentals:
Land and buildings 1,329
Motor vehicles 924
Other 15
Loss on sale of tangible fixed assets 21
Included in the auditors’ remuneration are fees and expenses of £20,000 in respect of the Company.
In addition, £512,000 was paid to Hurst Morrison Thomson LLP in respect of fees relating to the acquisitions made
during the period which have been capitalised as part of the cost of acquisitions and a further £125,000 which has
been included in the share premium account in respect of share issues. 36 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
5 STAFF COSTS
11 months
ended
31 December
2004
£’000
Wages and salaries 20,211
Social security costs 2,515
Other pension costs 680
23,406
Exceptional redundancy costs (note 7) 242
Total staff costs 23,648
The average number of employees (including executive directors) employed by the Group during the period was:
2004
Number
Office and management 138
Technical 759
Sales and marketing 103
1,000
6 DIRECTORS’ EMOLUMENTS 
Details of remuneration, pension contributions and share options for each director are included in the directors'
Remuneration Report.
7 EXCEPTIONAL ITEMS
11 months
ended
31 December
2004
£’000
Restructuring costs 242
Charge in respect of employee share schemes 545
787
Restructuring costs comprise redundancy costs from rationalising and reorganising the companies acquired during
the period.
The charge in respect of employee share schemes reflects the fair value of share options vested in an Employee
Share Scheme as required under UITF Abstract 17. Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc 37
8 PROFIT ATTRIBUTABLE TO MEMBERS OF THE PARENT COMPANY
In accordance with the exemption allowed by Section 230 of the Companies Act 1985 the Company has not
presented its own profit and loss account. 
The profit before dividends in the financial statements of the Company for the period was £2,057,000. 
9 TAX ON PROFIT ON ORDINARY ACTIVITIES 
11 months
ended
31 December
2004
Analysis of tax charge in the period £’000
United Kingdom corporation tax 2,503
Overseas taxation 1,665
Current taxation 4,168
Deferred taxation current period credit (1,355)
Tax on profit on ordinary activities 2,813
11 months
ended
31 December
2004
£’000
Profit on ordinary activities before tax 7,711
Theoretical tax at UK corporation tax rate of 30% 2,313
Effects of:
Expenses not deductible for tax purposes 251
Goodwill 881
Timing differences 210
Overseas tax rates in excess of UK tax rate 254
Relief on loan redemption premium (720)
Unutilised tax losses carried forward 1,057
Other items (78)
Current taxation charge for the period 4,168 38 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
10 DIVIDENDS
11 months
ended
31 December
2004
£’000
Equity – Ordinary shares of 1p each
Interim paid (0.10p per ordinary share) 167
Final proposed (0.58p per ordinary share) 1,059
1,226
11 EARNINGS PER SHARE 
Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of shares in issue. For diluted earnings per share, the weighted average number of
ordinary shares in issue is adjusted for the potential ordinary share dilution from share options and shares to be
issued. Reconciliations of the earnings and weighted average number of shares are set out below:
2004 weighted
average number Per share
Earnings of shares amount
£'000 '000 (p)
Basic earnings per share
Earnings attributable to ordinary shares 4,672 156,581 2.98
Dilutive effect of securities
Options – 3,917 (0.07)
Shares to be issued – 2,713 (0.05)
Diluted earnings per share 4,672 163,211 2.86
Underlying earnings per share
Basic earnings per share 4,672 156,581 2.98
Goodwill amortisation 2,938 – 1.88
Exceptional items 787 – 0.50
Tax on exceptional items (73) – (0.04)
Underlying earnings per share 8,324 156,581 5.32
Underlying earnings per share excludes the effect of goodwill amortisation and exceptional items. This is provided
because the directors consider it gives a better indication of underlying performance than basic earnings per share.
The Company has deferred consideration associated with the acquisition of Torex Retail NV (formerly Micrelec NV)
and the Alphameric Retail Division which is payable either in shares or cash solely at the discretion of the
Company. In calculating diluted earnings per share it has been assumed that the deferred consideration will be
payable by way of shares and the market price of the ordinary shares at the period end has been used to estimate
the number of shares that are to be issued. Only the conditions associated with the Torex Retail NV deferred
consideration have been met and therefore the dilutive effect of the Alphameric Retail Division acquisition has not
been included in the above table.
Any potential dilution from the possible future issue of shares described in the Admission Document and outlined
on page 23 has not been included in the above figures. Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc 39
12 INTANGIBLE FIXED ASSETS
Goodwill
Group £’000
Cost
At 4 February 2004 –
Additions: Acquisitions 81,156
At 31 December 2004 81,156
Amortisation
At 4 February 2004 –
Charge for the period 2,938
At 31 December 2004 2,938
Net book amount at 31 December 2004 78,218
Net book amount at 4 February 2004 –
Goodwill arose on the purchase of subsidiary undertakings during the period. Details of the goodwill arising on
each acquisition are shown in note 15 to these financial statements. In accordance with the requirements of 
FRS 10, goodwill arising on each of the acquisitions during the period has been capitalised on the Group’s balance
sheet and is being amortised over 20 years. This is the period over which the directors estimate that the value of
the underlying business acquired will continue to exceed the value of the underlying assets. The investment in each
company or business is included in the balance sheet at its fair value at the date of acquisition. These fair values
are preliminary and will be further reviewed in 2005.
Company
The Company has no intangible fixed assets.
13 TANGIBLE FIXED ASSETS
Leasehold Motor Other
improvements vehicles assets Total
Group £’000 £’000 £’000 £’000
Cost
At 4 February 2004 ––––
Acquisitions of subsidiary undertakings 1,802 992 11,392 14,186
Additions – 50 427 477
Disposals (88) (273) (2,693) (3,054)
At 31 December 2004 1,714 769 9,126 11,609
Depreciation
At 4 February 2004 ––––
Acquisitions of subsidiary undertakings 759 845 9,362 10,966
Provided in the period 57 71 604 732
Disposals (88) (265) (2,680) (3,033)
At 31 December 2004 728 651 7,286 8,665
Net book amount at 31 December 2004 986 118 1,840 2,944
Net book amount at 4 February 2004 ––––
The net book amount of fixed assets includes £13,000 in respect of plant and equipment held under finance leases
and hire purchase contracts. 
Company
The Company has no tangible fixed assets. 40 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
14 INVESTMENTS 
The Company investments comprises:
Shares in 
Group 
undertakings
Cost £’000
At 4 February 2004 –
Acquisitions 94,906
At 31 December 2004 94,906
Details of the principal investments in which the Group or the Company holds 20% or more of the nominal value of
any class of share capital are as follows:
% of issued
Country of shares held and
Name of company Principal activity Incorporation voting rights
Torex Retail (AM) Limited Computer services Great Britain 100
(formerly Alphameric Retail Limited)
Arciris Limited Computer services Great Britain 100
Channel Connect Limited Computer services Great Britain 100
Compass Software (UK) Limited Computer services Great Britain 100
Torex Retail Solutions GmbH* Computer Services Germany 100
(formerly Logware Informationssysteme GmbH)
Mercury Petroleum Systems Limited Computer services Great Britain 100
Micrelec BV Computer Services Holland 100
Torex Retail NV (formerly Micrelec NV) Computer Services Belgium 100
POS Systems Limited Computer Services Ireland 100
Retail Systems Support Limited Computer services Great Britain 100
Torex Retail (KPOS) Limited Computer services Great Britain 100
(formerly KPOS Computer Systems Limited)
KPOS Systems Sdn. Bhd. Computer services Malaysia 100
Torex Retail Solutions Limited* Computer services Great Britain 100
(formerly Torex Retail Limited)
* Directly held
A full list of the subsidiary undertakings will be annexed to the Company's next annual return filed with the Registrar
of Companies. 41 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc
15 ACQUISITIONS 
Fair value adjustments have been made to the book value of the assets and liabilities in acquired companies 
to adjust, where applicable, the carrying value of certain assets and liabilities. The fair values in (i) to (iv) below 
are preliminary and will be further reviewed based on additional information available at 30 June 2005 and 
31 December 2005.
(i) Torex Retail Group
On 16 February 2004 the Company completed the acquisition of the Torex Retail Group. The assets and liabilities
of the Torex Retail Group acquired were as follows:
Provisional
Book value Revaluations fair value
£’000 £’000 £’000
Tangible fixed assets (a) 1,657 (156) 1,501
Stocks (b) 7,164 (1,450) 5,714
Debtors (c) 17,885 (2,975) 14,910
Taxation (d) (975) 3,116 2,141
Cash 569 – 569
Deferred consideration (e) (5,300) 1,400 (3,900)
Trade and other creditors (f) (12,060) (3,128) (15,188)
30.2% Torex GmbH minority interest 130 (79) 51
Net assets acquired 9,070 (3,272) 5,798
Goodwill 58,623
Consideration 64,421
Satisfied by:
Cash 46,333
Loan notes 14,200
Loan notes redemption premium 2,414
Acquisition costs 1,474
64,421
Goodwill of £58.6 million arising on this transaction has been capitalised and is being amortised over 20 years,
which is based on the directors’ estimate of useful economic life.
The material fair value adjustments to the net assets of the Torex Retail Group were determined as follows:
(a) Write-off of unidentified tangible fixed assets included in the balance sheets of the companies acquired
(b) Stocks have been written down to their estimated fair values
(c) Write-down of debtors primarily relates to the application of the Group’s revenue recognition policy
(d) Tax asset arising at acquisition and as a result of fair value adjustments
(e) Reassessment of the amounts payable in respect of acquired deferred consideration, primarily in respect of
Figure Retail Systems Limited, based on the most recent data available
(f) Creditor and accrual balances have been adjusted primarily for accrued costs in relation to onerous contracts
and other liabilities on a fair value basis at the acquisition balance sheet date.  42 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
Information on Torex Retail Group Pre-Acquisition Results
The last financial statements of Torex Retail Group companies were prepared for the year to 31 December 2003.
The summarised profit and loss account for the Torex Retail Group for the period from 1 January 2004 to 
31 January 2004, the period prior to the effective date of acquisition, and for the preceding year are as follows:
Year ended
1 to 31 January 31 December 
2004 2003
£’000 £’000
Turnover 3,825 59,676
Net operating costs (4,006) (52,507)
Operating (loss)/profit before exceptional items (181) 7,169
Operating exceptional credit 30,828 –
Operating profit 30,647 7,169
Net interest payable (10) (108)
Profit on ordinary activities before taxation 30,637 7,061
Taxation on ordinary activities 678 (2,666)
Minority interest 24 (322)
Profit on ordinary activities after taxation and minority interest 31,339 4,073
Operating exceptional credits relate primarily to intercompany balances which were written-off prior to Torex Retail
Group's acquisition by Torex Retail Plc.
(ii) KPOS
On 9 August 2004 the Group acquired KPOS. The assets and liabilities of KPOS acquired were as follows:
Provisional
Book value Revaluations fair value
£’000 £’000 £’000
Tangible fixed assets 181 – 181
Stocks 335 – 335
Debtors 1,750 (117) 1,633
Taxation (169) 40 (129)
Cash 2,086 – 2,086
Trade and other creditors (2,486) (17) (2,503)
Net assets acquired 1,697 (94) 1,603
Goodwill 7,286
Consideration 8,889
Satisfied by:
Cash 4,961
Shares issued 3,750
Acquisition costs 178
8,889
Goodwill of £7.3 million arising on this transaction has been capitalised and is being amortised over 20 years, 
which is based on the directors’ estimate of useful economic life. 43 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc
Information on KPOS Pre-Acquisition Results
The last financial statements of KPOS companies were prepared for the year to 31 March 2004. The summarised
profit and loss account for the KPOS companies for the period from 1 April 2004 to 31 July 2004, the period prior to
the effective date of acquisition, and for the preceding year are as follows:
1 April 2004 Year ended
to 31 July 2004 31 March 2004
£’000 £’000
Turnover 3,180 9,512
Net operating costs (3,131) (8,794)
Operating profit 49 718
Net interest receivable 22 39
Profit on ordinary activities before taxation 71 757
Taxation on ordinary activities (13) (174)
Profit on ordinary activities after taxation 58 583
(iii) Further investment in Torex GmbH
On 6 September 2004 the remaining 30.2% of Torex GmbH was acquired. Accordingly, the additional goodwill
generated by the increase in stake is a follows:
Provisional
Book value Revaluations fair value
£’000 £’000 £’000
Tangible fixed assets 355 – 355
Stocks 1,651 – 1,651
Debtors 2,416 – 2,416
Cash 255 – 255
Trade and other creditors (4,098) – (4,098)
Total net assets at acquisition 579 – 579
30.2% of net assets acquired 175
Goodwill 3,655
Consideration 3,830
Satisfied by:
Shares issued 3,816
Acquisition costs 14
3,830
The £3.7 million of goodwill arising on this transaction has been capitalised and is being amortised over 20 years,
which is based on the directors’ estimate of the useful economic life. 44 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
(iv) Alphameric Retail Division
On 29 November 2004, the Company acquired the Alphameric Retail Division. The assets and liabilities of the
Alphameric Retail Division acquired are as follows:
Provisional
Book value Revaluations fair value
£’000 £’000 £’000
Tangible fixed assets (a) 2,138 (600) 1,538
Stocks (b) 3,839 (2,282) 1,557
Debtors (c) 11,188 (2,818) 8,370
Taxation (d) – 1,527 1,527
Cash 1,719 – 1,719
Trade and other creditors (7,415) – (7,415)
Net assets acquired 11,469 (4,173) 7,296
Goodwill 11,592
Consideration 18,888
Satisfied by:
Cash 10,000
Shares issued 5,000
Deferred consideration (note 24) 3,000
Acquisition costs 888
18,888
Based on the preliminary fair value review, £11.6 million of goodwill arises on this transaction. The goodwill has been
capitalised and is being amortised over 20 years, which is based on the directors’ estimate of the useful economic life.
The material fair value adjustments to the net assets of the Alphameric Retail Division were determined as follows:
(a) Write-off of assets which would not have been capitalised under the Group’s capitalisation policies and
unidentified tangible fixed assets included in the balance sheet of the companies acquired
(b) Write-down of stocks to their estimated recoverable amount
(c) Trade debtors have been written down by £2,404,000 to their recoverable value. Other debtors of £414,000
have been written back to the profit and loss account as they would not have been capitalised under the
Group’s accounting policies
(d) Tax asset arising at acquisition and as a result of fair value adjustments 45 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc
Information on Alphameric Retail Division Pre-Acquisition Results
The last financial statements of the Alphameric Retail Division companies were prepared for the year to 
30 November 2004. The summarised profit and loss account for the Alphameric Retail Division for this period 
was as follows:
Year ended
30 November
2004
£’000
Turnover 29,065
Net operating costs (32,655)
Operating loss before operating exceptional credits (3,590)
Operating exceptional credits 30,079
Operating profit 26,489
Exceptional costs (1,171)
Profit before interest 25,318
Net interest payable (61)
Profit on ordinary activities before taxation 25,257
Taxation on ordinary activities 158
Profit on ordinary activities after taxation 25,415
Operating exceptional credits relate to intercompany creditors which were written-off prior to Alphameric Retail
Division’s acquisition by Torex Retail Plc.
16 STOCKS
Group Company
2004 2004
£’000 £’000
Raw materials and consumables 2,021 –
Finished goods and goods for resale 6,707 –
8,728 –
17 DEBTORS
Group Company
2004 2004
Amounts falling due within one year: £’000 £’000
Trade debtors 19,611 –
Prepayments and other debtors 8,897 1,294
Amounts owed by subsidiary undertakings – 3,105
Deferred tax 3,277 563
31,785 4,962
Details of the deferred tax asset are set out in note 21. 46 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
18 CREDITORS 
Group Company
2004 2004
Amounts falling due within one year: £’000 £’000
Trade creditors 10,183 813
Bank loans (note 19) 3,600 3,600
Finance leases (note 19) 307 –
Deferred income 7,995 –
Dividend 1,058 1,058
Amounts owed to subsidiary undertakings – 3,085
Corporation tax 980 –
Other taxes and social security 3,458 81
Other creditors and accruals 6,012 628
33,593 9,265
Group Company
2004 2004
Amounts falling due after more than one year: £’000 £’000
Bank loans (note 19) 24,400 24,400
Finance leases (note 19) 284 –
24,684 24,400
Included within creditors in the Group is £162,000 and in the Company is £30,000 relating to employer pension
contributions.
19 BANK AND OTHER BORROWINGS
Group Company
2004 2004
£’000 £’000
Due within one year:
Bank loans 3,600 3,600
Finance leases 307 –
3,907 3,600
Due after more than one year:
Bank loans 24,400 24,400
Finance leases 284 –
24,684 24,400
Total 28,591 28,000
The bank loans are secured by the assets of the Group and are denominated in sterling. For details of the Group’s
banking facilities and interest rate exposure see note 20.
Certain obligations under finance leases are secured by related assets. 47 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc
20 DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS
The Group purchases financial instruments in order to finance its operations and to manage the interest rate and
currency risks that arise from those operations and from its sources of finance. In addition, various balances, for
example, trade debtors, trade creditors, accruals and prepayments, arise directly from the Group’s operations.
Short-term debtors and creditors have been excluded from all the following disclosures, other than currency risk
disclosures.
The main risks arising from the Group’s financial instruments are interest rate, foreign currency and liquidity risks. 
The Board reviews and agrees policies for managing these risks and they are summarised below.
Interest rate risk
The Group finances its operations through a mixture of retained profits and borrowings. There is also a small
amount of finance lease commitment.
The Group seeks to minimise net interest payments by amalgamating Group cash balances to limit overdrafts and
maximise centrally placed term deposits.
The interest rate exposure of the financial liabilities of the Group was:
At
31 December
Fixed Floating 2004
interest rate interest rate Total
Sterling: £’000 £’000 £’000
Bank loans – 28,000 28,000
Finance leases 591 – 591
591 28,000 28,591
The bank loans bear interest at a range of rates between 1.5% and 2% above LIBOR.
In order to manage its exposure to floating interest rate risk, on a proportion of the loan the LIBOR interest rate from
the loan inception to 30 November 2005 has a cap of 5.45% and a collar of 4.25%. The amount so protected was
£14 million at 31 December 2004 and this will reduce in increments to £12 million at 30 November 2005 when 
the arrangement ceases. From 30 November 2005 to 31 May 2007 an initial amount of £11 million, reducing to 
£7 million over the period, is protected by a fixed rate of 5.45% (as the LIBOR rate).
The bank overdraft facility bears interest at a rate of 2% above the Lloyds TSB Bank plc base rate.
The weighted average interest rate on finance leases for the period was 5.5% and the weighted average period
which finance leases are over is 2.5 years. 48 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
The floating interest rate exposure of the financial assets of the Group was:
At 
31 December 
2004 
Cash at bank and in hand £’000
Sterling 7,065
Euros 2,170
9,235
The Group places its cash balances on short term deposits on floating rates of interest.
Liquidity risk
The Group’s policy is to maintain a mixture of short and medium-term bank facilities to meet foreseeable peak
borrowing requirements. Short-term flexibility is achieved by overdraft facilities.
As at 31 December 2004, the bank facilities were as follows:
Overdraft £7 million facility – next annual review due on 30 November 2005
Other loan Revolving £10 million – next review date set at 30 November 2009
Five year loan Term loan £18 million – next review date set at 30 November 2009
The maturity profile of the Group’s financial liabilities at 31 December 2004 was as follows:
Group Company 
Finance Total Loans 
Loans leases 2004 2004 
£’000 £’000 £’000 £’000
Within one year 3,600 307 3,907 3,600
Between one and two years 3,600 284 3,884 3,600
Between two and five years 20,800 – 20,800 20,800
28,000 591 28,591 28,000
Currency risk
The Group does not actively hedge against the effect of exchange rate differences resulting from the translation of
foreign currency earnings, but has a policy to seek to hedge significant transaction exposures. Material surplus cash
balances not denominated in the functional currency of the operating unit are promptly translated into the functional
currency of the operating unit.
The table opposite shows the Group’s transactional currency exposures that give rise to net currency gains and
losses in the profit and loss account. Such exposures comprise the monetary assets and liabilities of the Group 
that are not denominated in the functional currency of the operating unit involved. 49 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc
31 December 2004
Euros Sterling
Net monetary assets and liabilities £’000 £’000
Functional currency:
Euros – 5,747
Sterling 789 –
Gains and losses on hedges
Group policy is to hedge exposure to interest rate risk and significant currency transaction exposures. No significant
gains or losses, recognised or unrecognised, have yet arisen in respect of these financial instruments.
Fair value of financial instruments
The fair values of the Group’s financial assets and liabilities are as follows:
31 December 2004
Book value Fair value 
£’000 £’000
Primary financial instruments held or issued to finance 
the Group operations
Cash at bank and in hand 9,235 9,235
Current portion of long-term borrowings (3,600) (3,600)
Long-term borrowings (24,400) (24,400)
Finance leases (591) (591)
Financial instruments held to manage the interest rate profile
Interest collar and cap and fixed rate period Nil (85)
The long-term borrowings are generally rolled over on a three monthly basis. At the roll over dates, the interest rates
are re-priced on the relevant LIBOR.
21 DEFERRED TAXATION 
Group Company
2004 2004
Movement on deferred tax asset £’000 £’000
As at 4 February 2004 ––
Acquisitions 1,922 –
Credit to the profit and loss account (note 9) 1,355 563
As at 31 December 2004 3,277 563
Analysis of deferred tax asset
Accelerated capital allowances 215 –
Short term timing differences 1,979 10
Losses 1,083 553
3,277 563 50 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
22 CALLED UP SHARE CAPITAL 
Authorised
2004
£’000
215,798,611 Ordinary shares of 1p each 2,158
Allotted called up and fully paid
Number £’000
At 4 February 2004 upon incorporation of the Company 28,125,000 281
Issue of shares upon flotation of the Company on 2 March 2004 118,750,000 1,187
Issue of shares to fund acquisitions and acquired deferred consideration 31,552,801 316
Share Options exercised 51,000 1
Establishment of Employee Benefit Trust 3,868,163 39
At 31 December 2004: Total 182,346,964 1,824
Less: Shares held for Group’s benefit within Employee Benefit Trust (3,868,163) (39)
At 31 December 2004: Shares attributable to members 178,478,801 1,785
Ordinary shares were allotted during the period for the following purposes:
(a) On 4 February 2004, upon incorporation, the Company issued 28,125,000 shares at 1p per share. The cash
consideration received amounted to £281,250. 
(b) On 10 February 2004 3,868,163 shares were issued at a price of 1p per share upon establishment of an
employee benefit trust giving rise to proceeds of £38,682.
(c) On 2 March 2004 Torex Retail Plc floated on AIM. As part of this process, 118,750,000 shares were placed with
various institutional shareholders. The cash consideration received amounted to £47,500,000 and resulted 
in an increase in the share premium account of £46,312,500.
(d) During the period 51,000 ordinary shares were exercised under the Company's Share Option Schemes at 40p
per share giving rise to total proceeds of £20,400 of which £19,890 has been credited to the share premium
account.
(e) Details of issues in respect of acquisitions and acquired deferred consideration are set out below:
Amount
credited to
Market price the share
Number of of shares at premium
shares date of account
issued issue £’000
Acquired deferred consideration for the acquisition of:
Torex Retail NV 1,673,360 40p 653
Arciris Holdings Limited 1,125,000 40p 439
Acquisition of:
Torex GmbH 30.2% 7,200,000 53p 3,744
KPOS 6,839,321 55p 3,681
Alphameric Retail Division – consideration 7,371,370 68p* 4,926
Alphameric Retail Division – placing 7,343,750 65p 4,700
31,552,801 18,143
* Average share price for 3 days prior to the date of issue used as the fair value of market price. 51 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc
Under the Company's Share Option Schemes the following options, which include director's share options, were
outstanding on 31 December 2004:
Number of Shares Option Price per share Normally exercisable to
2,869,898 1p 10 February 2007 – 9 February 2014
4,432,947 40p 25 March 2007 – 24 March 2014
350,000 63p 3 June 2007 – 2 June 2014
250,000 58.5p 2 July 2007 – 1 July 2014
422,000 63.5p 28 October 2007 – 27 October 2014
100,000 68.5p 17 October 2007 – 16 October 2014
ESOPS
The Employee Benefit Trust granted 2,869,898 Enterprise Management Incentive Scheme options on 10 February
2004 at an exercise price of 1p per share. The trust will acquire shares necessary to enable a transfer of shares 
held in trust to employees when the options are exercised. 
At 31 December 2004 the EBT held 3,868,163 shares which were purchased with a loan from the Company. 
These shares are held for the benefit of the Company and hence have been deducted from share capital above 
and excluded from investments. 
23 RESERVES
Share Profit and
premium loss
Other account account
£’000 £’000 £’000
Group
At 4 February 2004 –––
Retained profit for the period –– 3,446
Fair value of share options 545 ––
Exchange difference –– 216
Share issue costs – (2,890) –
Share premium on shares issued – 64,476 –
At 31 December 2004 545 61,586 3,662
Company
At 4 February 2004 –––
Retained profit for the period –– 831
Fair value of share options 545 ––
Share issue costs – (2,890) –
Share premium on shares issued – 64,476 –
At 31 December 2004 545 61,586 831
The Other reserve is the fair value of share options vested in an Employee Share Scheme as required under UITF 
Abstract 17. 52 Torex Retail Plc | Report & Accounts 2004 | Notes to the Financial Statements
Notes to the Financial Statements continued
24 SHARES TO BE ISSUED
Group Company
£’000 £’000
Deferred consideration payable
Within one year 2,055 2,055
Between one and two years 3,000 3,000
5,055 5,055
Deferred consideration of £3,000,000 relates to the acquisition of the Alphameric Retail Division. A further
£12,000,000 may be payable dependant upon the financial performance of the acquired business during the 
period to 31 December 2005.
Deferred consideration of £2,055,000 is acquired deferred consideration relating to Torex Retail NV, which was
included in the Torex Retail Group assets and liabilities acquired on 16 February 2004.  
All of the deferred consideration is payable in shares or cash at the Company's discretion and is subject to the
satisfaction of certain performance criteria.
On 17 March 2005 the Company issued 2,026,999 ordinary shares at 1p each to satisfy the second earnout
payment relating to the acquisition of Torex Retail NV.
25 COMMITMENTS
Capital commitments 
There was no capital expenditure contracted for but not provided for at 31 December 2004 for the Group or the
Company.
Financial commitments
The following annual rentals are committed by the Group in respect of non-cancellable operating leases expiring:
Land and buildings Other
2004 2004
£’000 £’000
Within one year 81 461
In two to five years 813 737
After five years 776 –
1,670 1,198 53 Notes to the Financial Statements | 2004 Report & Accounts | Torex Retail Plc
26 RELATED PARTY TRANSACTIONS 
For the period from 4 February until 2 September 2004, at which point it was sold to the Group, Jürgen Heck and
his wife held a beneficial interest in 30.2% of the shares of Torex GmbH. Details of the consideration paid by the
Group to acquire this 30.2% is disclosed in note 15 (iii).
During the period Robert Loosemore made a loan to the Company in the sum of £220,000. The loan was interest
free and unsecured. The loan was repaid during the period.
27 ANALYSIS OF CHANGE IN NET DEBT
At At
4 February On Cash Non cash Exchange 31 December
2004 acquisition flows movements movement 2004
£’000 £’000 £’000 £’000 £’000 £’000
Cash at bank and in hand – – 9,105 – 130 9,235
Bank loans – – (28,000) –– (28,000)
Finance leases – (615) 267 (243) – (591)
– (615) (18,628) (243) 130 (19,356)
28 RECONCILIATION OF OPERATING PROFIT TO NET OPERATING CASH FLOWS
11 months
ended
31 December
2004
£’000
Operating profit 8,964 
Depreciation charges 732 
Goodwill amortisation 2,938 
Increase in stocks (1,121)
Increase in debtors (2,282)
Increase in creditors 2,244
Net cash inflow from operating activities 11,475 54 Torex Retail Plc | Report & Accounts 2004
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Torex Retail Plc will be held at Blenheim Palace, Woodstock,
Oxfordshire, on Thursday 28th April 2005 at 11 am for the following purposes:
1. To receive the report of the directors and the audited financial statements for the period ended 31 December 2004.
2. To declare a dividend.
3. To approve the remuneration report.
4. To re-appoint Robert Loosemore as a director of the company.
5. To re-appoint Geoffrey Forster as a director of the company.
6. To re-appoint Mark Pearman as a director of the company.
7. To re-appoint David Hallett as a director of the company.
8. To re-appoint Richard Thompson as a director of the company.
9. To re-appoint Christopher Moore as a director of the company.
10. To re-appoint Nigel Horn as a director of the company.
11. To re-appoint Hurst Morrison Thomson LLP as the company’s auditors and to authorise the directors to determine their remuneration.
Special Business
12. To consider and, if thought fit, to pass the following resolution which will be proposed as an Ordinary Resolution:
THAT, pursuant to article 53 of the company’s articles of association, the authorised capital of the company be increased to
£4,000,000 divided into 400,000,000 ordinary shares of 1p each.
13. To consider and, if thought fit, to pass the following resolution which will be proposed as an Ordinary Resolution:
THAT the directors of the company be and are hereby generally and unconditionally authorised, pursuant to and in accordance with
Section 80 of the Companies Act 1985 (“the Act”), for a period expiring at the end of five years from the date on which this Resolution
is passed, to allot relevant securities (within the meaning of section 80(2) of the Act) up to an aggregate nominal amount of
£619,257.68 provided that the company may before such expiry make an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the directors of the company may allot relevant securities in pursuance of any such offer
or agreement as if the authority conferred hereby had not expired and provided further that the authority hereby conferred shall be in
substitution for, and to the exclusion of, the existing authority conferred upon the directors on 10 February 2004.
14. To consider and, if thought fit, to pass the following resolution which will be proposed as a Special Resolution:
THAT the directors of the company be and hereby are empowered pursuant to section 95 of the Companies Act 1985 (“the Act”) to
allot equity securities (within the meaning of section 94 of the Act) pursuant to the authority conferred on them under section 80 of 
the Act by Resolution 13 above as if section 89(1) of the Act did not apply under any such allotment provided that this power shall 
be limited:
(a) to the allotment of equity securities in connection with any rights issue in favour of the holders of ordinary shares of 1p each in
the company where the equity securities respectively attributable to the interests of all such holders of shares are proportionate
(as nearly as may be) to the respective numbers of shares held by them, provided that the directors of the company may make
such arrangements in respect of overseas holders of shares as they consider necessary or convenient; and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of
£92,888.65.
and this authority shall expire at the end of five years from the date on which this resolution is passed, provided that the company may
before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the
directors of the company may allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had
not expired and provided further that the authority hereby conferred shall be in substitution for, and to the exclusion of, the existing
authority conferred on the directors on 10 February 2004.
15. To consider and, if thought fit, to pass the following resolution which will be proposed as an Ordinary Resolution:
THAT the amount set out in article 90 of the company’s articles of association as the maximum amount payable annually in directors’
fees be increased to £200,000.
16. To consider and, if thought fit, to pass the following resolution which will be proposed as an Ordinary Resolution:
THAT the rules of the Torex Retail Plc Unapproved Company Share Option Plan 2004 (“the Plan”) be amended, pursuant to rule 11.1
of the Plan, by the replacement of rule 3.2 of the Plan as follows:
“In a Year in which an Eligible Employee commences his employment with the Group the one times Relevant Earnings limit
referred to in Rule 3.1 shall be replaced with a limit of four times his Relevant Earnings. In respect of subsequent Years, in the
event that the Remuneration Committee considers that exceptional circumstances exist, Options in excess of the one times
Relevant Earnings limit referred to in Rule 3.1 may be granted, provided that the Original Market Price for all the Shares
comprised in Options granted in any Year under the Plan or under any other discretionary share option scheme established by
the Company or any Associated Company does not exceed four times Relevant Earnings for that Year.”
Telfer House By order of the Board
Range Road N D Horn
Witney Secretary
Oxfordshire
OX29 0YN 30 March 2005
Notes:
1. A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the company. 
A form of proxy is attached; the form must be lodged at the office of the company’s registrars not less than 48 hours before the time appointed for the holding of the meeting.
2. The following documents will be available for inspection at the company’s registered office during normal business hours on any weekday (Saturdays and Sundays excluded)
from the date of this Notice until the date of the meeting and at the place of the meeting from 10.45 am on 28 April 2005 until its conclusion: (a) the register of directors’
interests in the capital of the company, (b) copies of the directors’ contracts of service. 2004 Report & Accounts | Torex Retail Plc 55
I/We, being (a) holder(s) of ordinary shares in Torex Retail Plc hereby appoint the Chairman of the meeting
(or) ................................................................................................................................................................................
of .................................................................................................................................................................................
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on
Thursday 28 April 2005 and at any adjournment thereof and in particular, in respect of the undermentioned resolutions
referred to in the Notice of the Annual General Meeting dated 30 March 2005, to vote:
Vote
Resolution For Against Withheld
ORDINARY BUSINESS
1  Receive the report and accounts
2  Declare a dividend
3  Approve the remuneration report
4  Re-appoint Robert Loosemore
5  Re-appoint Geoffrey Forster
6  Re-appoint Mark Pearman
7  Re-appoint David Hallett
8  Re-appoint Richard Thompson
9  Re-appoint Christopher Moore
10  Re-appoint Nigel Horn
11  Auditors’ re-appointment and remuneration
SPECIAL BUSINESS
12  Increase authorised share capital
13  Authorise allotment of relevant securities, pursuant to
section 80 Companies Act 1985
14  Disapply section 89(1) Companies Act 1985
15  Increase aggregate limit of directors’ fees payable
16  Amend the rules of the Torex Retail Plc Unapproved Company 
Share Option Plan 2004
FULL NAMES
(in block letters) ......................................................................................................................................................................
ADDRESS .........................................................................................................................................................................
...................................................................................................... POSTCODE............................................................
SIGNATURE .................................................................................. DATE ......................................................................
NOTES:
1. A proxy need not be a member of the company.
2. Please indicate with an ‘X’ in the appropriate boxes above how you wish your votes to be cast. Unless otherwise instructed the proxy may vote or abstain from
voting as he thinks fit.
3. To be valid this proxy form must be deposited with or despatched to Capita Registrars (Proxies), P .O.Box 25, Beckenham, Kent BR3 4BR, so as to be received
by them not less than 48 hours before the time fixed for the meeting.
4. The proxy form must be signed by the member or the member’s attorney duly authorised in writing or, if the member is a corporation, it must be either duly
executed under its common seal, or otherwise, or signed on its behalf by an attorney or officer so authorised.
5. In the case of joint members the vote of the senior joint member who signs a proxy form will be accepted to the exclusion of all others, seniority being determined
by the order of names in the register.
6. If you wish to appoint someone other than the Chairman as your proxy, delete “the Chairman of the meeting (or)” and insert the name and address of your proxy
in the spaces provided.
7. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so.
8. Any alteration made to this proxy form should be initialled. ✁
Proxy Form BUSINESS REPLY SERVICE
Licence No. MB122
Capita Registrars (PROXIES)
P .O. BOX 25
BECKENHAM
KENT
BR3 4BR
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Torex Retail Plc
Telfer House  Range Road  Witney  Oxfordshire  OX29 OYN
Tel +44 (0)870 050 9900  Fax +44 (0)870 050 9901
email: info@torexretail.com  www.torexretail.com
Torex Retail Plc | Report & Accounts 2004