driving and broadening the business
booker group plc
annual report & accounts 2011
AnnuAl RepoRt & Accounts 2011
booker group plc
equity House
Irthlingborough road 
Wellingborough
northants nn8 1lt
www.bookergroup.com booker is the u K’s leading food wholesaler.
Highlights 1
business profile 2
chairman’s statement 3
chief executive’s review 4
group Finance Director’s report 7
Directors and officers 10
corporate governance 11
remuneration report 19
Directors’ report 26
consolidated Income statement 30
consolidated statement of comprehensive Income 30
consolidated balance sheet 31
consolidated cash Flow statement 32
consolidated statement of changes in equity 33
notes to the group Financial statements 34
company balance sheet  59
notes to the company Financial statements 60
statement of Directors’ responsibilities 63
Independent auditor’s report to the Members of booker group plc 64
Directors, officers and professional advisers 65
notes: this document includes forward looking statements with respect to Booker Group plc’s (the Group's) plans and its current goals and expectations relating to its future financial condition, 
performance and results. these forward looking statements sometimes contain words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'may', 'might', 'will', 'could ' or 
other words of similar meaning. Any forward looking statements made throughout this document represent management's best judgement as to what may occur in the future. However, by their nature, 
forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond the Group's control, including, among 
other things, those risks listed in the corporate Governance section of these Report and Accounts. As a result, the Group's actual financial condition, performance and results for the current and 
future fiscal periods and corporate developments may differ materially from those expressed or implied by the plans, goals and expectations set forth in any forward-looking statements, and persons 
receiving this document should not place reliance on forward-looking statements. 
the Group expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other forward-
looking statements it may make or to reflect any change in the Group's expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement is 
based. Forward-looking statements made in this document are current only as of the date on which such statements are made. 
65
directors
richard rose
Non-Executive Chairman
charles Wilson
Chief Executive
Jonathan prentis
Group Finance Director
Mark aylwin
Executive Director
guy Farrant
Executive Director
bryn satherley
Executive Director
lord karan bilimoria
Non-Executive Director
andrew cripps
Non-Executive Director
stewart gilliland
Non-Executive Director
karen Jones
Non-Executive Director
Company secretary
Mark chilton
registered office
equity House
Irthlingborough road 
Wellingborough
northants 
nn8 1lt
registered number 
05145685 (england)
Website 
www.bookergroup.com
bankers 
bank of scotland plc
155 bishopsgate 
london 
ec2M 3Yb
auditors
kpMg audit plc
st James’ square
Manchester 
M2 6Ds
brokers
Investec
2 gresham street
london 
ec2V 7Qp
Jp Morgan cazenove
10 aldermanbury
london 
ec2V 7rF
solicitors
clifford chance llp
10 upper bank street
london 
e14 5JJ
registrars 
computershare Investor services plc
po box 82
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bristol 
bs99 2nH
Financial Pr
t ulchan communications group
85 Fleet street
london
ec4Y 1ae
DIrectors, oFFIcers anD 
proFessIonal aDVIsers 1
Booker Group plc
annual report & accounts 2011
HiGHliGHts
“Booker Group has made good progress. sales increased by £200m 
(+6.2%) and operating profits are up 15%. our plans to ‘Broaden’ the 
business are on track.” 
charles Wilson, chief executive.
Financial Highlights
•	 t otal sales +6.2% to £3.6bn (2010: £3.4bn)
•	 like for like sales +5.1%:
•	 – non tobacco +5.3% (2010: +6.9%)
•	 – tobacco +4.9% (2010: +5.8%)
•	 – sales to caterers +6.3% (2010: +9.1%)
•	 – sales to retailers +4.6% (2010: +5.3%)
•	 operating profit up 15% to £76.5m
•	 profit before tax up 25% to £71.4m 
•	 profit after tax up 24% to £59.1m 
•	 Basic earnings per share up 0.71 pence  
to 3.90 pence
•	 net cash of £27.1m (2010: £7.0m)
•	 proposed final dividend up 36% at 1.40 pence  
per share, making total dividend for the year of  
1.67 pence per share, up 31%
Operational Highlights
•	 improved customer satisfaction
•	 customer numbers increased by 28,000 to 459,000
•	 24 business centres converted to ‘extra’ format, 
taking total conversions to 115 of the 172 business 
centres in the uK
•	 internet sales +29% to £526m (2010: £407m)
•	 Booker Direct is trading well
•	 ritter-courivaud and classic, the two businesses 
acquired in october 2010, are making a real 
contribution to the Group
•	 our indian business continues to progress; our 
business centre in Mumbai is trading well and we are  
in the process of opening two further business centres
Sales change
%
Net (Debt)/Cash
£m
Operating Profit 
£m
Dividend Per Share 
p
2007
2006
2008
2009
2010
2011
+6.5
+6.2
+3.3
-5.9
-76.5
-124.8
-47.2 46.1
35.7
21.7
66.6 1.27
76.5 1.67
57.8 1.0
-0.9
+7.0
+27.1
–
–
0.3 +2.3
-24.9 2
Booker Group plc
annual report & accounts 2011
Business profile
in the uK, Booker has 172 cash and carry business centres and a national delivery network which includes the ritter-courivaud  
and classic Drinks businesses acquired in october 2010. additionally we have a business centre in Mumbai, india.
Customer 
Numbers
000’s*
Sales 
£bn 
2007
Sales 
£bn
 2008
Sales 
£bn 
2009
Sales 
£bn 
2010
Sales 
£bn 
2011
Caterers 326 0.83 0.85 0.93 1.01 1.11
Retailers 78 2.10 2.15 2.19 2.31 2.41
Others 55 0.08 0.08 0.06 0.07 0.08
Total 459 3.01 3.08 3.18 3.39 3.60
* includes approximately 7,000 customers of Booker india, 5,000 of ritter-courivaud and 3,000 of classic
of our sales, £2.24bn is non tobacco and £1.36bn is tobacco.
Sales 
£bn 
2007
Sales 
£bn
 2008
Sales 
£bn 
2009
Sales 
£bn 
2010
Sales 
£bn 
2011
Non Tobacco 1.75 1.84 1.95 2.09 2.24
Tobacco 1.26 1.24 1.23 1.30 1.36
Total 3.01 3.08 3.18 3.39 3.60
£2.67bn of our sales are collected from the cash and carry business centres by the customer. £0.93bn is delivered to the customers’ 
premises from the cash and carry business centres or national delivery network.
Sales 
£bn 
2007
Sales 
£bn
 2008
Sales 
£bn 
2009
Sales 
£bn 
2010
Sales 
£bn 
2011
Collected from cash and carry business centres 2.53 2.50 2.50 2.59 2.67
Delivered to customers’ premises 0.48 0.58 0.68 0.80 0.93
Total 3.01 3.08 3.18 3.39 3.60
substantial progress has been achieved.
2007 2008 2009 2010 2011
Sales Change % (0.9) +2.3 +3.3 +6.5 +6.2
Operating Profit £m 35.7 46.1 57.8 66.6 76.5
Net (Debt) / Cash £m (76.5) (47.2) (24.9) 7.0 27.1
Note: Operating profit in 2007 is stated before an exceptional charge of £1.8m. Booker Group plc
annual report & accounts 2011
3
cHairMan’s stateMent
i am pleased to 
report that Booker 
Group plc has 
delivered another 
strong performance.
i am pleased to report that Booker 
Group plc has delivered another strong 
performance. in the year to 25 March 
2011 sales rose by 6.2% and operating 
profit was up 15% as customer 
satisfaction continued to improve. the 
financial performance was good and 
the Group ended the year with net cash 
of £27.1m. the drive into the catering 
market is working, with like-for-like sales 
to caterers up by 6.3% and sales to 
retailers up by 4.6%. 
the plans to ‘Broaden’ the business 
are going well. We have converted 
115 of our 172 business centres in the 
uK to the ‘extra’ format – the lighter, 
brighter, more modern format. Booker 
distributed £930m of product to our 
customers’ premises this year versus 
£797m last year and we continue to 
expand our delivered offering. internet 
sales were £526m compared to £407m 
in the previous year and Booker india 
continues to trade well. i am pleased 
that ritter-courivaud and classic, our 
two new acquisitions, have settled well 
into the Booker Group and are helping 
to broaden the business for the future.
after five years of great service to 
Booker, Bryan Drew has left the Board 
to pursue his entrepreneurial interests; 
i and the rest of the Board would like 
to thank him for his contribution to 
the Group. We are delighted that Guy 
farrant has joined Booker as Managing 
Director of the uK cash and carry 
business. Guy brings a wealth of food 
industry expertise that will help to drive 
the business forward. richard farr, non-
executive Director, stepped down from 
the Board on 18 May 2011. We thank 
him for the great support he has given 
to the company over the last two years. 
i am also pleased that stewart Gilliland 
has joined as a non-executive Director. 
stewart was formerly chief executive of 
Muller Dairies uK & ireland and has great 
experience in the food and drinks trade. i 
should like to thank all our colleagues for 
their contribution to the success of the 
Group in the year just ended.
Basic earnings per share were 3.90 
pence up from 3.19 pence last year. 
Given the strong operational performance 
of the business, the Board recommends 
the payment of a final dividend of 1.40 
pence per share (2010: 1.03 pence per 
share) which, together with the interim 
dividend, makes a total dividend for the 
year of 1.67 pence per share (2010: 1.27 
pence per share). the final dividend is 
payable on 8 July 2011 to shareholders 
on the register on 3 June 2011.
Outlook
the economy is expected to remain 
difficult in the year ahead and the 
food wholesale market remains very 
competitive. nevertheless, we expect 
to continue to make progress in this 
challenging environment. the exceptional 
weather in the first seven weeks of the 
current financial year has led to a good 
start, and Booker is on course to meet 
our expectations for the year.
Annual General Meeting
our annual General Meeting will be held 
on 6 July 2011. the notice of annual 
General Meeting separately accompanies 
this document.
Richard Rose
Chairman 4
Booker Group plc
annual report & accounts 2011
Booker made good progress in 2010/11 
and our plan to ‘focus, Drive and Broaden’ 
the business is on track. Bryn satherley 
and his team continue to ‘focus’ Booker. 
Guy farrant has joined to ‘Drive’ the core 
cash & carry business and Mark aylwin 
is ‘Broadening’ Booker into delivered 
wholesale. after five years Bryan Drew has 
moved on to pursue his entrepreneurial 
interests. We are very grateful for Bryan’s 
contribution and i am pleased that the new 
team has settled in well.
FOCUS  
(commenced November 2005)
through tight control of cash and costs, 
Booker seeks to ‘focus’ on becoming the 
most efficient operator in our sector. thanks 
to the hard work of many colleagues we 
have improved business efficiency and 
cash generation. We seek to ‘stop, simplify 
and standardise’ work, with most of the 
savings being invested in customer service. 
through tight cash management we now 
have net cash of £27.1m.
DRIVE  
(commenced March 2006)
Booker serves 444,000 customers in the 
uK via the core cash and carry business. 
We continue to ‘Drive’ choice, price and 
service and each year we survey 40,000 
customers to identify where improvements 
can be made. customers say we have 
done a better job this year and our 
customer count has increased again, up 
by 13,000 customers.
Choice Up
•	 partly due to Guy farrant’s expertise 
in this area, our fresh departments 
have significantly improved. sales of 
fruit and vegetables are up 53%. We 
are confident that our fresh business 
will continue to power ahead in the 
next few years.
•	 in 2007 we launched euro shopper as 
an entry price brand for independent 
retailers. it now has sales of £56m at 
wholesale prices up from £44m last 
year. We have just launched a euro 
shopper Water, sugar and cola which 
are performing well.
•	 chef’s larder is our own label brand 
for caterers. its sales were £156m, 
up 5% on prior year. During the 
year we improved chef’s larder’s 
credentials through the reformulation 
and repackaging of 30 lines. We will 
continue to drive chef’s larder in the 
year ahead.
Prices Down
•	 ours is a very price competitive 
market. Booker surveys prices against 
our competition each week. During 
the year our price index remained 
competitive and this has been noticed 
by customers. We expect pricing to 
become even more important as the 
economy remains challenging and 
commodity prices become more 
volatile. During the year we ‘rolled back’ 
prices on 850 lines and expanded euro 
shopper and Booker Basics, our value 
brands. We expect to build on these 
actions in the year ahead.
Better Service
•	 s tock availability was the best we have 
achieved in five years.
•	 our people are doing a brilliant job. 
in spite of the terrible weather at 
christmas, our colleagues kept the 
business going.
•	 i am pleased that 77% of eligible 
business centre colleagues achieved the 
customer satisfaction bonus last year.
Catering
•	 catering sales grew by 6.3% to £1.1bn, 
because our choice, price and service 
for caterers made excellent progress. 
our catering development sales 
force continues to serve our existing 
customers and to introduce new 
customers to Booker. During the year 
the catering customer count increased 
by 13,000. 
cHief executive’s revieW
Booker made  
good progress in 
2010/11 and our 
plan to ‘f ocus, 
Drive and Broaden’ 
the business is  
on track.
EUro ShoPPEr
ChEf’S LarDEr Booker Group plc
annual report & accounts 2011
5
Premier
•	 premier, Booker’s symbol group, 
grew by 10%. the estate grew to 
2,600 stores. the retail development 
team put a lot of work into compliance 
and building the sales and profits 
of existing premier stores. this has 
worked and premier was awarded 
symbol Group of the Year 2010 at 
the retail industry a wards.
BROADEN  
(commenced April 2007)
in the uK, Booker seeks to offer the best 
choice, price and service to caterers and 
retailers and to become the suppliers’ 
preferred route to market. We also want 
to sell new products and services and 
reach new customers. in india we seek 
to become the best supplier to Kirana 
stores. t o achieve these objectives, we 
are ‘Broadening’ the business. ‘Broaden’ 
includes:
Improving the cash and carry 
business centre experience
•	 We have now converted 115 of our 
172 business centres to the ‘extra’ 
format. this features a lighter, 
brighter business centre environment 
and an improved choice, price and 
service. the conversion pays back in 
around a year and we plan to convert 
a further 20 business centres to 
‘extra’ in the year ahead.
harnessing the Internet
•	 sales on booker.co.uk were £526m, 
up from £407m last year and £15m 
in 2005. all these sales are delivered 
to our customers’ premises. t he 
number of customers using the site 
has doubled in the last year as we 
improved online functionality for all 
our customers.
Booker Direct/ritter- 
Courivaud/Classic
•	 in 2007 Booker acquired Blueheath, 
a delivered wholesale business. Mark 
aylwin (the former chief executive 
of Blueheath) and his team have 
successfully converted Blueheath into 
Booker Direct, winning some great 
customers including the prison service 
in england and Wales, supplying 
branded foods to Marks & spencer 
and serving most of the uK’s cinema 
chains. We seek to offer solutions for 
customers which they cannot obtain 
elsewhere and help our suppliers 
develop profitable routes to market. 
in october 2010 we improved our 
delivered wholesale capabilities with 
the acquisitions of ritter-courivaud 
(‘ritter’) and classic.
•	 r itter is a leading speciality food 
supplier to restaurants. it has a 
fantastic food expertise and supplies 
many of the best restaurants in the 
uK. We have taken some of the 
ritter range into Booker and are in 
the process of extending the ritter 
national coverage through using 
Booker cash and carry business 
centre space. ritter and Booker are 
starting to serve national accounts 
with a choice, price and service they 
cannot obtain from other suppliers.
•	 classic is an on-trade wholesaler 
supplying pubs and licensed 
customers mainly in the north West. 
We are taking some of the classic 
range into Booker and have saved 
rental costs by moving some classic 
warehouses into a neighbouring 
Booker business centre. We believe 
that in the next three years classic/
Booker can become a new force 
in the uK on-trade sector, offering 
a low risk, low cost, high service, 
local solution.
Extra BranCh 6
Booker Group plc
annual report & accounts 2011
continued
•	 in the last year Booker Group delivered 
£930m of product to retailers and 
caterers in the uK. With the inclusion 
of ritter we can become a major force 
in foodservice and with classic we can 
become a significant player in on-trade.
Booker India 
•	 in september 2009 we opened our 
first business centre in Mumbai. We 
now have 7,000 customers and the 
customer reaction has been excellent. 
We have also launched 31 Happy 
shopper symbol retailers which harness 
the lessons from premier in the uK for 
the Kirana stores of Mumbai. We are 
in the process of opening our second 
business centre in Mumbai and our first 
joint venture business centre in pune. 
our partner in pune is satnam arora, 
who has expertise which compliments 
our own. We look forward to developing 
the Booker offer into other cities to 
become the best choice, price and 
service supplier to Kirana stores and 
caterers. 
Sustainability
•	 We want to improve our carbon 
efficiency. in 2008 Booker was the first 
uK food wholesaler to be awarded the 
carbon t rust standard. since then we 
have made good progress. We have 
recycled 4m litres of used cooking oil 
from our catering customers. this is 
used to power our distribution centre 
in Hatfield. We have sent 7% less to 
landfill, in spite of increasing sales by 
6.2%, and we are now trialling recycling 
centres in thirteen business centres. 
through better distribution fleet 
management we cut emissions of co2 
by 244 tonnes, new lighting systems 
saved 2,000 tonnes and with better 
waste management we saved 1,000 
tonnes. We can see opportunities to 
help our customers reduce waste and 
become more carbon efficient.
•	 We also look at sustainability in 
another way. Booker is privileged to 
serve 459,000 small and medium 
sized enterprises. independent pubs, 
caterers, nursing homes, convenience 
shops and the other customers we serve 
are crucial to their local communities. 
if we can help our customers thrive, 
we can also contribute to sustaining 
communities and neighbourhoods in 
Britain and in india.
People
•	 the progress at Booker has been 
achieved by our great team of 
people. During the terrible weather 
at christmas numerous Booker 
people worked harder than ever to 
keep the business centres trading, 
the wagons running and the supplies 
moving. However, for the other 50 
weeks of the year our people also 
did a heroic job. i am pleased that 
we continue to train all business 
centre colleagues under our priDe 
programme that boosts skills. f or the 
fifth year running, the performance of 
the business means our people have 
enjoyed in our success through our 
bonus system. With this great team of 
people Booker will continue to make 
progress in the year ahead.
in summary, Booker made good progress 
in 2010/11 and our plan to focus, Drive 
and Broaden the business is on track. 
c ustomer satisfaction improved further, 
we served 28,000 more customers and 
grew sales by over £200m. internet sales 
were £526m, ritter and classic have 
made a real contribution to the Group 
and we are pleased with the performance 
of Booker india. the uK economy looks 
challenging, but we are committed to 
helping our 459,000 customers prosper 
in the year ahead.
Charles Wilson
Chief Executive
cHief executive’s revieW
BookEr InDIa Booker Group plc
annual report & accounts 2011
7
Financial Review 
overall Group revenue increased by 6.2% 
(2010: +6.5%) to £3.6bn. non tobacco like 
for like sales increased by 5.3% (2010: 
+6.9%) while like for like tobacco sales 
increased by 4.9% (2010: +5.8%).
operating margin increased by 0.16 
percentage points to 2.13% (2010: 1.97%) 
lifting group operating profit by £9.9m to 
£76.5m. the improvement in margin was 
due to a favourable product mix and control 
of costs. 
the net finance cost of £5.1m (2010: 
£9.4m) comprised:
•	 net cash interest cost of borrowing of 
£5.1m (2010: £6.8m)
•	 the amortisation of fees and discounting 
of provisions of £4.0m (2010: £3.8m)
•	 a credit relating to the expected return on 
pension scheme assets less amortisation 
of liabilities of £4.0m (2010: £1.2m)
profit before tax rose £14.2m to £71.4m 
(2010: £57.2m), an increase of 25%.
t he effective tax rate (being the tax charge 
as a percentage of profit before taxation) 
for the Group of 17.2% (2010: 16.8%) was 
below the standard rate of corporation tax 
in the uK, due principally to the utilisation 
of tax assets not recognised in prior years.
profit after tax was £59.1m, an increase 
of £11.5m compared to 2010.
Basic earnings per share rose to 3.90p, 
up 22% from 3.19p in 2010.
the Board is recommending a final dividend 
of 1.40 pence per share (2010: 1.03 pence 
per share) payable (subject to shareholder 
approval at the annual General Meeting, 
to be held on 6 July 2011) on 8 July 2011 
to shareholders on the register at 3 June 
2011. the shares will go ex-dividend on 
1 June 2011.
the final dividend lifts the total dividend for 
the year to 1.67 pence per share, up 31% 
on 2010 (2010: 1.27 pence per share). 
Acquisitions
on 13 october 2010 we acquired the 
entire issued share capital of ritter-
courivaud limited (‘ritter’) and acquired 
the trading business and assets of 
classic Drinks limited (‘classic’). these 
acquisitions will support the continued 
development of Booker’s delivered 
catering business.
ritter is a speciality fine foods supplier to 
leading restaurants, hotels and contract 
caterers and was acquired for a total 
consideration of £14.5m comprising 
the issue of 29.2m new ordinary shares 
in Booker. Booker assumed £3.3m of 
net debt funded from Booker’s existing 
resources. r itter has current annual sales 
of approximately £30m.
classic is a specialist on-trade wholesaler 
supplying wine, beer, spirits and non-
alcoholic drinks to pubs, clubs and 
licensed premises and was acquired 
from classic Drinks limited, a subsidiary 
of Halewood international limited, for 
a cash consideration of £3.7m, funded 
from Booker’s existing resources. classic 
operates from eight depots in the Midlands 
and the north of england and has current 
annual sales of approximately £30m.
Cash Flow
Management has continued to focus 
on cash generation resulting in a net 
improvement of £20.1m in the year to 
close with a net cash position of £27.1m 
at 25 March 2011. earnings before 
interest, tax, depreciation and amortisation 
(‘eBitDa ’) of £89.2m, up from £80.6m in 
the prior year, funded capital expenditure 
of £11.9m (2010: £15.5m), acquisitions 
of £7.5m and the payment of £19.5m of 
dividends (2010: £13.6m). 
Group finance  
Director’s report
o verall Group 
revenue increased 
by 6.2% (2010: 
+6.5%) to £3.6bn.  8
Booker Group plc
annual report & accounts 2011
continued
Group finance Director’s 
report
Pensions
the Booker pension scheme (‘the 
scheme’) is a defined benefit scheme that 
was closed to new members in october 
2001, and was closed to future accruals 
for existing members in august 2002. 
at 25 March 2011, the scheme had an 
ias 19 deficit of £8.0m (2010: £21.8m), 
comprising scheme assets of £541.8m 
and estimated liabilities of £549.8m.
the Group contributed £11.0m (2010: 
£11.6m) in the year of which £1.0m 
(2010: £1.6m) was in relation to the costs 
of administering the scheme.
During the year the 2010 triennial 
valuation was agreed with the pension 
fund t rustees. a scheme funding deficit 
of £67.6m at 31 March 2010 will be 
recovered through company contributions 
at the rate of £9.6m per annum from  
april 2011 to october 2016.
Goodwill
the net book value of goodwill on 
the balance sheet is £436.4m (2010: 
£423.9m). the goodwill carrying value is 
more than supported by expected future 
cash flows discounted back to present 
day values at a pre-tax discount rate of 
11.2% (2010: 11.2%). 
Capital Structure
the Group finances its operations through 
a combination of bank borrowings, 
leases and retained profits and its capital 
base is structured to meet the ongoing 
requirements of the business. as at  
25 March 2011, the Group had net cash 
of £27.1m (2010: £7.0m).
Borrowing Facilities
the Group is required to repay half of cash 
generated in the prior year against its bank 
loan, a payment expected to be made in 
July following the year end. the Group’s 
banks agreed to waive this requirement for 
the year ended 25 March 2011 because 
£20.0m of the outstanding loan was repaid 
on 24 March 2011. consequently on 24 
March 2011 the bank loan reduced to 
£20.0m (2010: £40.0m). 
in addition to the bank loan, the Group 
had in place at 25 March 2011 a £136.0m 
revolving credit facility, which included a 
£22.9m guarantee facility. By 28 april 2011, 
bank guarantees of £15.0m had been 
released and the revolving credit facility 
was reduced accordingly. c onsequently 
from 28 april 2011 the revolving credit 
facility was £121.0m, which includes a 
£7.9m guarantee facility. 
the bank loan and revolving credit facility 
are secured against the assets of the Group. 
there are cross guarantees between all Group 
companies (other than dormant subsidiaries). 
all facilities are available until June 2012. We 
are currently engaged in discussions with 
banking institutions regarding a refinancing 
of the Group’ s facilities.
the Group’s borrowings are subject to 
covenants set by the lenders using financial 
results prepared under uK Gaap . in the 
event of a failure to meet certain obligations 
or if there is a covenant breach, the principal 
amounts due and any interest accrued are 
repayable on demand.
the financial covenants are interest 
cover, measured by the ratio of eBitDa 
to interest (tested quarterly), and cash 
cover, measured by the ratio of cash inflow 
to interest (tested half yearly).
the Group complied with its covenants 
throughout the year. at 25 March 2011, 
under uK Gaap, the Group achieved 
interest cover of 18.6 and cash cover of 
5.3, comfortably exceeding its covenant 
obligations. the Group must have also not 
required its revolving credit facility for a total 
of ten working days within the financial year, 
a target that was also exceeded. 
Management has 
continued to focus 
on cash generation 
resulting in a net 
improvement of 
£20. 1m in the year  
to close with a 
net cash position 
of £27 . 1m at  
25 March 201 1. Booker Group plc
annual report & accounts 2011
9
in addition to these financial covenants 
the Group’ s borrowing agreements include 
general covenants and potential events 
of default. the Group has complied in all 
respects with the terms of its borrowing 
agreements at the date of this report. 
Interest Rates 
the bank loan and funds drawn on the 
revolving credit facility bear floating interest 
rates linked to liBor plus a margin of 
2.0% to 2.6%. 
the Group’s hedging policy in the course 
of the financial year was to maintain the 
profile of its £40.0m of borrowings at a 
fixed interest rate of 4.98% to 24 March 
2011, at which date the £40.0m interest 
swap expired. following the repayment 
of £20.0m of the outstanding loan on 24 
March 2011 the Group has chosen not to 
hedge its remaining £20.0m of borrowings. 
in the year the net cash interest cost of 
borrowing of £5.1m (2010: £6.8m) has 
reduced as core borrowings were lower 
than in the year ended 26 March 2010 
and ineffective hedge costs, incurred in 
the prior year, have been avoided.
Liquidity
at 25 March 2011, £46.2m was held in 
cash and cash equivalents. the Group’s 
borrowings related to its £20.0m bank loan 
and £0.4m of finance leases. 
at 25 March 2011, the Group had in issue 
£19.3m of guarantees (2010: £30.7m) 
leaving undrawn facilities of £116.7m.
the peak level of drawdown on the 
revolving credit facility on a cleared basis 
in the year to 25 March 2011 was £47.6m 
giving a minimum facility headroom in the 
year of £65.5m after taking into account 
the guarantees referred to above.
Risk Management
the Board is continually reviewing the risks 
to people, profits, assets, reputation and 
funding that the business faces. the year 
ended 25 March 2011 was challenging with 
the continued impact of the ‘credit crisis’, 
the poor weather in December and periods 
of commodity price uncertainty. Despite 
these and other challenges the Group’s 
risk management controls operated well.
Jonathan Prentis
Group finance Director
t he final dividend 
lifts the total dividend 
for the year to 1.67 
pence per share, up 
31% on 2010. 10
Booker Group plc
annual report & accounts 2011
Directors anD officers
Richard Rose (Age: 55)
non-Executive Chairman 
and Chairman of 
nomination Committee
richard was an executive 
Director and chairman of 
Blueheath Holdings plc 
(‘Blueheath’) immediately prior to the reverse 
acquisition of Blueheath by the Booker Group 
in 2007 and became non-executive chairman 
of the company upon completion of the merger. 
r ichard was formerly c hief executive of Whittard 
of chelsea plc, a multi site retailer of tea and 
coffee which was sold in 2006. previously he was 
a Director of Hagemeyer (uK) ltd, a distributor 
of professional products and services, with a 
uK turnover approaching £1 billion through 360 
outlets. prior to that he had been chief executive 
of Wf electrical plc, a fully listed electrical 
distributor, where he created a substantial 
improvement in shareholder value. Hagemeyer 
purchased Wf electrical plc in 2000. He was 
also non-executive chairman of ac electrical 
Wholesale ltd where he led a successful growth 
strategy resulting in a substantial increase in 
shareholder value. the business was sold to 
Wolseley in 2006. He is also executive chairman 
of Helphire Group plc, non-executive chairman 
of Kiotech international plc and crawshaw 
Group plc and a non-executive Director of 
Drl Group ltd. 
Charles Wilson (Age: 45)
Chief Executive 
charles started his career 
in 1986 with procter and 
Gamble following which he 
was a consultant with oc&c 
strategy consultants and a 
Director of abberton associates. in 1998 he 
became an executive Director of Booker plc 
which merged with iceland plc in 2000. in 
2001 he became an executive Director of 
arcadia Group plc and in 2004 he became an 
executive Director of Marks and spencer plc. 
in 2005 he was appointed as c hief executive 
of Booker.
Jonathan Prentis (Age: 49)
Group finance Director
Jonathan qualified as a 
chartered accountant in 1987 
with Deloitte & t ouche. He was 
appointed as Group finance 
Director of Booker in 2005. 
prior to this appointment, Jonathan was finance 
Director of Woodward foodservice ltd and then 
finance Director of Group logistics within the 
Big food Group plc. prior to 2003, he was with 
tDG plc. 
Mark Alywin (Age: 47)
Managing Director -  
Booker Direct
Mark is Managing Director 
of Booker Direct. prior to 
that, he was chief executive 
officer of Blueheath. 
Mark was previously supply chain and it 
director at Musgrave Budgens londis. 
He has over twenty years trading, supply 
chain and logistics experience in the food 
industry, principally at safeway where he 
was commercial director for non-foods and 
the supply chain director.
Guy Farrant (Age: 49)
Managing Director -  
Uk Cash and Carry
Guy joined the company 
on 14 october 2010 as 
Managing Director of the 
Group’s uK cash and carry 
business. Guy has a wealth of food experience 
having worked in the food industry for 25 years 
rising to be Director of food and, latterly, 
operations and retail Director at Marks and 
spencer plc.
Bryn Satherley (Age: 50)
operations Director
Bryn is operations Director 
responsible for property, it , 
logistics and supply chain of 
the Booker Group. Bryn was 
at Booker plc between 1999 
and 2001 and rejoined Booker in 2005. prior 
to 1999 he was at exel plc and was on the 
board of alldays ltd. 
Lord Bilimoria CBE, DL 
(Age: 49)  
non-Executive Director 
and Senior Independent 
Director 
Karan Bilimoria is the 
founder of cobra Beer and 
the chairman of the cobra Beer partnership 
ltd, a Joint v enture with Molson coors. Karan 
is an independent crossbench peer in the 
House of lords. Karan graduated in law from 
the university of cambridge and is a qualified 
chartered accountant. Karan is an honorary 
fellow of sidney sussex c ollege, university 
of cambridge and a former chancellor  
of thames v alley university. Karan is a 
former non-executive Director of Brake 
Brothers and is the president of the uK india  
Business council.
Andrew Cripps (Age: 53)
non-Executive Director 
and Chairman of audit 
Committee
andrew read economics at the 
university of cambridge prior 
to qualifying as a chartered 
accountant with KpMG. following twenty years 
with rothmans i nternational and British american 
tobacco plc, he has held a number of non-
executive Directorships in the uK and europe. 
andrew is currently non-executive Deputy 
chairman of swedish Match aB and a non-
executive Director of Helphire Group plc.
Stewart Gilliland  
(Age: 54)
non-Executive Director 
stewart joined the Board on 
8 December 2010. stewart 
recently retired as chief 
executive of Muller Dairies u K 
and ireland after a long career spent in senior 
roles with leading consumer facing companies, 
including Whitbread and interbrew. His current 
roles include non-executive Directorships of 
sutton and east surrey Water plc and Brulines 
Group plc, which provides volume and revenue 
protection systems for the licensed on-trade. 
Karen Jones CBE,  
(Age: 54)
non-Executive Director 
and Chairman of 
remuneration Committee
Karen was chief executive 
of spirit Group ltd, a private 
equity backed pub & restaurant group, which was 
built up by acquisition and sold to punch t averns 
in 2006. prior to spirit, Karen founded, grew and 
floated the pelican Group plc, owner of a number 
of restaurant chains including café rouge, which 
was acquired by Whitbread in 1996. Karen has a 
first class honours degree from u niversity of east 
anglia, and also attended Wellesley college, usa. 
Karen is a founder and chairman of food and 
fuel ltd, a hospitality company, which currently 
consists of ten gastropubs in london. Karen is 
a non-executive Director of v irgin active Group 
ltd, asos plc, cofra aG and of royal national 
theatre enterprises ltd. she is a Governor of 
ashridge Business school.
Mark Chilton (Age: 48)
Company Secretary
Mark acts as company 
secretary to the Group and 
was appointed to his present 
role in June 2007. Mark 
qualified as a solicitor in 1987. 
Mark was appointed as company secretary of 
the Booker Group in 2006. previously, he was 
head of legal at the Big food Group plc. prior 
to that, he was at the Greenalls Group plc. Booker Group plc
annual report & accounts 2011
11
Principles of Corporate Governance 
the company and the Group is committed to high standards of corporate governance. this statement, together with the remuneration 
report set out on pages 19 to 25, describes how the company has applied the provisions and principles set out in section 1 of 
the combined code on corporate Governance (the ‘code’). except as detailed below in relation to provision a.3.2 of the code in 
respect of the balance of executive and non-executive Directors, the company complied fully with the code. 
in June 2010, the financial reporting council (frc) published the uK corporate Governance code (the ‘revised code’) which 
supersedes the code and is applicable for companies with accounting periods beginning on or after 29 June 2010. a copy is publicly 
available at frc.org.uk/corporate/ukcgcode.cfm. 
although the company’s reporting period began on 27 March 2010, a number of the provisions of the revised code have already 
been addressed during the year. the Board will report on compliance against the revised code in its annual report for the year 
ending 30 March 2012. 
this report also includes the information required by paragraph 7.2 of the Disclosure and t ransparency rules (Dtr) to be contained 
in the company’s corporate governance statement, with the exception of the information required by Dtr 7.2.6, which is located 
in the Directors’ report.
The workings of the Board and its committees 
the Board 
the company is led and controlled by the Board of Directors (the ‘Board’) chaired by richard rose. the Board currently consists 
of five executive Directors and five non-executive Directors. 
the code requires that at least half the Board, excluding the chairman, should comprise independent non-executive Directors 
as determined by the Board. for operational reasons the company was not compliant with this provision of the code throughout 
the year. from 25 March 2011, when Bryan Drew, executive Director, resigned, until the resignation on 18 May 2011 of richard 
farr, the company was compliant with this provision of the code. richard farr decided to retire from the Board on 18 May 2011 
for business reasons and a recruitment process to identify a new non-executive Director to replace him was started immediately. 
an announcement confirming the outcome of this process will be made in due course. the Board is content that the independent 
judgement of the non-executive Directors has not been adversely impacted during the periods of non-compliance.
the independence of non-executive Directors is considered at least annually and is based on the criteria suggested in the code.
richard rose was an executive Director and chairman of Blueheath immediately prior to the reverse acquisition of Blueheath by 
the Booker Group in 2007 and became non-executive chairman of the company upon completion of the merger. the Group’s 
combined business is significantly different to and larger than Blueheath and there is a division of responsibilities between richard 
and the executive Directors and, in particular, charles Wilson as chief executive, such that his current and former roles can be 
considered incomparable. Both richard rose and andrew cripps serve as directors of Helphire Group plc. Having regard to all the 
circumstances, including the independence richard has demonstrated as chairman and andrew as chairman of the audit committee 
of the company, the Board is satisfied and has determined that richard and andrew are both independent.
consequently , all the non-executive Directors are considered by the Board to be independent of management and free from any business 
or other relationship that could materially interfere with the exercise of their independent judgement in accordance with the code. the 
non-executive Directors provide constructive challenge and bring independence to the Board and its decision making process.
the Board believes that it is appropriate to have a senior independent non-executive Director and lord Bilimoria fulfils this role. 
He is available to shareholders where concerns have not been resolved through the normal channels and for when such contact 
would be inappropriate. 
changes to Board composition during the year are set out below:
•	 on 14 october 2010 Guy farrant joined the company to become Managing Director of the Group’s uK cash and carry business. 
Guy has a wealth of food experience having worked in the food industry for 25 years rising to be Director of food and, latterly, 
operations and retail Director at Marks and spencer plc;
•	 on 8 December 2010 stewart Gilliland was appointed a non-executive Director for an initial term of 3 years. stewart recently 
retired as chief executive of Muller Dairies uK and ireland after a long career spent in senior roles with leading consumer facing 
companies, including Whitbread and interbrew. His current roles include non-executive Directorships of sutton and east surrey 
Water plc and Brulines Group plc, which provides volume and revenue protection systems for the licensed on-trade. 
•	 on 25 March 2011 Bryan Drew retired from the Board after 5 years service as commercial Director. 
corporate Governance 12
Booker Group plc
annual report & accounts 2011
continued
corporate Governance
the Board continued
subsequent to the year end, richard farr resigned from the Board for business reasons.
the Board believes that it has sufficient members to contain a balance of skills and experience, but it is not so large as to be unwieldy. 
the Board contains a balance of executive and non-executive Directors such that no individual, or group of individuals can dominate 
the Board’s decision making. no one individual has unfettered powers of decision. 
Details of the skills and experience of the Directors are contained in the Directors’ biographies on page 10. 
the Board meets regularly on at least twelve scheduled occasions during each year and more frequently if necessary. there were 
thirteen Board meetings, three audit committee meetings, four remuneration committee meetings and two nomination committee 
meetings held in the year under review and the attendance by Directors was as follows: 
Board Audit Remuneration Nomination
Executive
charles Wilson 
1 2 3
 13/13 3/3 4/4 2/2
Jonathan prentis 
1
 13/13 3/3
Mark aylwin 13/13
Guy farrant 
4
5/5
Bryan Drew 
5 a
11/13
Bryn satherley 13/13
Non-Executive
richard rose 
2 6
13/13 4/4 2/2
lord Bilimoria 
6 b
12/13 4/4 2/2
andrew cripps 
6 c
12/13 3/3 4/4 2/2
richard farr 
3 6 d
10/13 3/3 2/4 2/2
stewart Gilliland 
6 7 8
3/3 1/1
Karen Jones 
6 9 10
13/13 2/2 1/1
1
 not a member of the audit committee but attended by invitation
2
  not a member of the remuneration committee but attended by invitation
3 
not a member of the nomination committee but attended by invitation 
4 
Guy farrant was appointed to the Board on 14 october 2010
5 
Bryan Drew resigned from the Board on 25 March 2011
6
 independent non-executive Director
7 
stewart Gilliland was appointed to the Board on 8 December 2010
8 
stewart Gilliland was appointed to the audit committee on 18 January 2011 to replace Karen Jones 
9
  Karen Jones was appointed to the remuneration committee on 18 January 2011
10
  Karen Jones ceased to be a member of the audit committee on 18 January 2011
(a) Bryan Drew was unable to attend the february and March 2011 Board meetings due to personal commitments;
(b) lord Bilimoria was unable to attend the March 2010 Board meeting due to a prior business commitment;
(c)  andrew cripps was unable to attend the Board meeting in april 2010 due to a prior business commitment to attend the aGM 
and board meeting with swedish Match aB of which he is non-executive Deputy chairman;
(d)  richard farr was unable to attend the Board meetings in June, september and october 2010 and the remuneration meetings 
in June and october 2010 due to prior business commitments with BDo llp of which he is a partner.
the Board keeps the membership of committees under review to ensure gradual refreshing of skills and experience. accordingly 
on 18 January 2011 stewart Gilliland was appointed to the audit committee. on 18 January 2011 Karen Jones stepped down 
from the audit committee and was appointed to the remuneration committee. additionally Karen Jones was asked to chair the 
r emuneration committee. t he Board is satisfied that all Directors have sufficient time to devote to their roles and that it is not placing 
undue reliance on key individuals. Booker Group plc
annual report & accounts 2011
13
the Board is responsible to shareholders for ensuring that the Group is appropriately managed and that it achieves its objectives. 
the Board has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control 
over appropriate strategic, financial, operational and regulatory issues. at its meetings, the Board reviews trading performance, 
ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to 
shareholders. Matters not specifically reserved for the Board and its committees under its schedule of matters and the committees’ 
terms of reference, or for shareholders in general meeting, are delegated to members of the executive committee.
it is the company’s policy that the roles of the chairman and chief executive are separate, with their roles and responsibilities clearly 
divided and set out in writing. the chairman’ s main responsibility is the leadership and management of the Board and its governance. 
the chairman’s commitment to the company is usually 2 days per month. His other significant commitments are disclosed in his 
biography on page 10. the Board considers that these commitments do not hinder his ability to discharge his responsibilities to 
the company effectively.
t he c hief executive is responsible for the leadership and day-to-day management of the Group. t his includes formulating and 
recommending the Group’s strategy for Board approval in addition to executing the approved strategy.
recommendations for appointments to the Board are made by the nominations committee. the committee follows Board approved 
procedures (available on our website) which provide a framework for the different types of Board appointments on which the 
committee may be expected to make recommendations. appointments are made on merit and against objective criteria with due 
regard to diversity (including skills, experience and gender). non-executive appointees are also required to demonstrate that they 
have sufficient time to devote to the role.
these procedures were used by the nominations committee in recommending to the Board the appointment of Guy farrant as 
an executive Director and stewart Gilliland as a non-executive Director. the committee did not engage the services of an external 
search consultant in relation to their appointments, nor did it conduct open advertising, being aware of both appointees’ significant 
experience and expertise in their respective fields. 
Information and professional development 
Directors are continually updated on the Group’s businesses, the markets in which they operate and changes to the competitive 
and regulatory environment through briefings to the Board and meetings with senior executives. Board visits to Group business 
locations enable the Directors to meet with local management and employees and to update and maintain their knowledge and 
familiarity with the Group’s operations.
non-executive Directors are also encouraged to visit Group operations throughout their tenure to increase their exposure to the business.
the chairman is responsible for ensuring that Directors receive accurate, timely and clear information. the provision of information to 
the Board was reviewed during the year as part of the performance evaluation exercise referred to below. t o ensure that adequate 
time is available for Board discussion and to enable informed decision making, briefing papers are prepared and circulated to Directors 
in the week prior to scheduled Board meetings. all non-executive Directors are encouraged to make further enquiries as they feel 
appropriate of the executive Directors and senior executives. in addition, Board committees are provided with sufficient resources 
and the power to co-opt such additional support as they may require from time to time, to undertake their duties. 
all Directors are entitled to receive independent professional advice at the company’s expense and have access to the services of 
a professionally qualified and experienced company secretary, who is responsible for information flows to the Board and advising 
the Board on corporate governance matters. this ensures compliance with Board procedures and applicable laws and regulation. 
the Board has responsibility for the appointment and removal of the company secretary.
 on appointment, individual Directors undergo an induction programme covering, amongst other matters:
•	 the business of the Group;
•	 their legal and regulatory responsibilities as directors of the company;
•	 briefings and presentations from executive Directors and senior executives;
•	 opportunities to visit business operations. 14
Booker Group plc
annual report & accounts 2011
continued
corporate Governance
Performance evaluation
During the year, the Board conducted an evaluation of its own performance and that of its three principal committees. the individual 
performance of the non-executive Directors was also evaluated through one to one interviews with the chairman. in april 2011, each 
Director completed a questionnaire prepared by the chairman and the company secretary to rate the collective performance of the 
Board and its committees. the company secretary collated the evaluation results and the chairman then reviewed an unattributed 
executive summary, highlighting key outcomes. a report of the findings was then presented to and discussed by the Board. no 
actions were considered necessary as a result of these evaluations and the chairman confirms that each Director continues to make 
a valuable contribution to the Board and, where relevant, its committees and devotes sufficient time to the role. 
During the year, the chairman and the non-executive Directors met in the absence of the executive Directors. there was also one 
meeting of the non-executive Directors chaired by the senior independent non-executive Director at which the chairman was not 
present in order to appraise the chairman’s performance. 
the Board decided in 2010 to undertake an externally facilitated evaluation process every three years, which has since become a 
requirement within the revised code. the first externally facilitated evaluation will be undertaken in 2013. 
Committees
the Board has established an audit committee, a nomination committee and a remuneration committee to oversee and debate 
issues of policy outside main Board meetings. throughout the year, the chairman of each committee provided the Board with a 
summary of key issues considered at the committee meetings. Board committees are authorised to engage the services of external 
advisers as they deem necessary in the furtherance of their duties at the company’s expense. 
audit Committee 
chaired by andrew cripps, non-executive Director, the audit committee during the year comprised until 18 January 2011 andrew 
cripps and two other non-executives; richard farr and Karen Jones. from 18 January 2011, the audit committee comprised andrew 
cripps and two other non-executives; richard farr and stewart Gilliland. since 18 May 2011, the audit committee comprised 
andrew cripps and stewart Gilliland. all members of the audit committee are considered by the Board to be independent. the Board 
considers andrew cripps to have recent and relevant financial experience including his role as chairman and member of the audit 
committee at a number of fully listed companies and previous executive experience at a ftse 100 listed company. the company 
secretary is secretary to the audit committee.
the audit committee has defined terms of reference which were reviewed in May 2011 and are published on the Group’s website. 
charles Wilson (chief executive), Jonathan prentis (Group finance Director), the Head of internal audit and the external auditor 
attend meetings of the audit committee by invitation. the audit committee is primarily responsible for: 
•	 ensuring that the financial performance of the Group is properly monitored and reported on;
•	 reviewing and monitoring the independence of the external auditor and the effectiveness of the audit process; 
•	 meeting with the external auditor and reviewing reports from the external auditor relating to the Group’ s accounting and internal controls; 
•	 agreeing the terms of appointment and remuneration of the external auditor;
•	 reviewing the effectiveness of the Group’s systems of financial control;
•	 agreeing the scope and reviewing the work of the Group’s internal audit team.
the audit committee and KpMG audit plc, the external auditor, operate procedures to ensure that the external auditor remains 
objective and independent. these procedures include the pre-approval of the scope of the audit by the audit committee. the audit 
committee conducts a formal annual review of the independence of the external auditor, looking carefully at the level of non-audit 
work conducted by the external auditor and the detailed safeguards which they have in place. the fees paid to the external auditor 
during the year are set out in note 4 to the financial statements on page 40. the non-audit fees relate primarily to taxation, the 
streamlining of the group corporate structure and fees in connection with the acquisition of ritter and classic. the audit committee 
believes that there are sound commercial and practical reasons for this work being conducted by the external auditor. 
the audit committee additionally addressed the following main issues during the year:
•	 reviewing the operation and effectiveness of the Group’s system of internal controls; 
•	 consideration of the proposed ifrs on leases; and
•	 the disclosures in the annual report and accounts.  Booker Group plc
annual report & accounts 2011
15
t he Group has adopted a whistleblowing programme in all of its operations whereby employees can, in confidence, report on matters 
where they feel a malpractice is taking place, or if health and safety standards are being compromised. additional areas that are 
addressed by this procedure include criminal activities, improper or unethical behaviour and risks to the environment.
the procedures allow employees to raise their concerns with line management or, if this is inappropriate, to raise them on a confidential 
basis. an externally facilitated confidential helpline and confidential e-mail facility are provided to protect the identity of employees in 
these circumstances. any concerns will be investigated in a confidential manner by the Human resources Department and/or the 
company secretary and, after a decision has been made as to what (if any) further steps should be taken, feedback will be given 
to the person making the complaint. an official written record will be kept of each stage of the procedure. this policy and related 
procedures are monitored by the audit committee. 
nomination Committee 
the nomination committee is chaired by richard rose, the chairman, and comprises richard rose and two other non-executive 
Directors; lord Bilimoria and andrew cripps. it has defined terms of reference which were reviewed in May 2011 and published on 
the Group’s website. charles Wilson, chief executive, attends by invitation. During the year, richard farr was invited to attend two 
meetings. the nomination committee is responsible for making recommendations to the Board on the appointment of additional 
Directors and for reviewing the size, structure and composition of the Board and the membership of Board committees. appointments 
are made on merit and against objective criteria with due regard to diversity (including, skills, experience and gender). 
During the year, in accordance with the plans for the orderly succession for appointments to the Board, the nomination committee 
recommended the appointment of Guy farrant, as an executive Director, and stewart Gilliland, as an non-executive Director. prior 
to recommending each appointment, the candidates were interviewed by committee members and other Directors. 
remuneration Committee 
the remuneration committee is chaired by Karen Jones, non-executive Director, since 18 January 2011 and prior to that date 
by lord Bilimoria, the senior independent non-executive Director. the remuneration committee during the year comprised until 
18 January 2011 lord Bilimoria, andrew cripps and richard farr. from 18 January 2011 until 18 May 2011 the remuneration 
committee comprised Karen Jones, lord Bilimoria, andrew cripps and richard farr. since 18 May 2011 the remuneration committee 
comprised Karen Jones, lord Bilimoria and andrew cripps. richard rose (chairman) and charles Wilson (chief executive) attend 
by invitation. the remuneration committee has defined terms of reference which were reviewed in May 2011 and are published on 
the Group’s website. 
t he r emuneration c ommittee is responsible for setting the remuneration and other terms of employment of the c ompany’ s executive 
officers and senior executives and determining and reviewing any share incentive plans. 
the remuneration report, which includes details of the remuneration committee’s role, Directors’ remuneration and pension 
entitlements, together with information on service contracts, is set out on pages 19 to 25. Details of Directors’ interests in the ordinary 
shares of the company are shown in the Directors’ report on page 27.
re-election of Directors 
all Directors are required by the company’s articles of association to submit themselves to shareholders for re-election at the first 
annual General Meeting after their appointment and thereafter by rotation at least once every three years. in accordance with the 
revised code all directors will, however, stand for re-election at the 2011 annual General Meeting. those appointed during the 
preceding year will stand for election in accordance with the articles of association. 
relations with shareholders 
in fulfilling their responsibilities, the Directors believe that they govern the Group in the best interests of shareholders, whilst having 
due regard to the interests of other stakeholders in the Group including customers, employees and suppliers. 
the code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. the executive 
Directors have regular and ongoing communication with major shareholders throughout the year, by participating in investor roadshows 
and presentations to shareholders. feedback from these visits is reported to the Board. the Directors also have regular contact with 
analysts and brokers. the chairman, senior independent non-executive Director and other non-executive Directors receive reports 
on matters raised at the meetings with shareholders and are offered the opportunity to attend meetings with major shareholders. 
as a result of these procedures, the non-executive Directors believe that they are aware of shareholders’ views. in addition, lord 
Bilimoria, the senior independent non-executive Director, is available to meet with major shareholders. no shareholders asked to 
meet with him during the year.
arrangements can also be made through the company secretary for major shareholders to meet with newly appointed Directors.
the Group maintains a website at www.bookergroup.com which is regularly updated and contains information about the Group.  16
Booker Group plc
annual report & accounts 2011
continued
corporate Governance
relations with shareholders continued
the code encourages boards to use the annual General Meeting to communicate with investors and to encourage their participation. 
in compliance with the code, the Board welcomes as many shareholders as possible to attend the annual General Meeting to 
discuss any interest or concern, including performance, governance or strategy, with the Directors. 
all Directors are expected to attend the annual General Meeting. the chairs of the audit, remuneration and nomination committees 
are available at the annual General Meeting to answer shareholder questions, through the chairman of the Board, on the responsibilities 
and activities of their committees. shareholders also have the opportunity to meet with the Directors following the conclusion of 
the formal part of the meeting.
in compliance with the code, at the annual General Meeting, the chairman will announce the level of proxies lodged on each 
resolution, the balance for and against and abstentions, after it has been dealt with on a show of hands and such details will be 
placed on the Group’ s website following the meeting. a separate resolution will be proposed at the annual General Meeting in respect 
of each substantially separate issue. 
Directors’ conflicts of interest
following the changes made to the company’s articles of association at the annual General Meeting in 2008 and the subsequent 
introduction of section 175 of the companies act 2006 on 1 october 2008, which allows the Directors to authorise potential and 
actual conflicts of interest, formal procedures for the notification and authorisation of such conflicts have been approved by the Board. 
these procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure that 
only Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review the 
register of Directors’ conflicts annually and on an ad hoc basis when necessary. any potential conflicts of interest in relation to newly 
appointed Directors are considered by the Board prior to appointment. these procedures have operated effectively throughout the 
current financial period.
Internal controls and risk management 
the Board attaches considerable importance to, and acknowledges its responsibility for, the Group’s systems of internal control 
and risk management and receives regular reports on such matters. the Board’s policy is to have systems in place which optimise 
the Group’s ability to manage risk in an effective and appropriate manner. the Board has delegated to the executive committee 
responsibility for identifying, evaluating and monitoring the risks facing the Group and for deciding how these are to be managed. in 
addition to formal reviews of risk management by the executive committee, members are expected to report to the committee as 
necessary the occurrence of any material control issues, serious accidents or events that have had a major commercial impact, or 
any significant new risks which have been identified. such matters are reported to the next Board meeting and/or audit committee 
meeting as appropriate. 
the Group also has in place systems and procedures for exercising control and managing risk in respect of financial reporting and 
the preparation of consolidated accounts. these include:
•	 the formulation and deployment of Group accounting policies and procedures;
•	 Group policies governing the maintenance of accounting records, transaction reporting and key financial control procedures;
•	 monthly operational review meetings which include, as necessary, reviews of internal financial reporting issues and financial control 
monitoring; and
•	 ongoing training and development of financial reporting personnel. 
the Group’s systems and procedures are designed to identify, manage and, where practicable, reduce and mitigate the effects of 
the risk of failure to achieve business objectives. they are not designed to eliminate such risk, recognising that any system can only 
provide reasonable and not absolute assurance against material misstatement or loss.
the Board formally reviews the operation and effectiveness of the Group’s system of internal controls on an annual basis. the latest 
review covered the financial year to 25 March 2011. no significant failings or weaknesses were identified from this review.
the Board has a process for identifying, evaluating and managing the risks faced by the Group. this process is continual and has 
been in place for the year under review up to the date of this report, and is regularly reviewed by the Board in accordance with 
relevant guidance. there is an established framework of internal controls, which is set out in procedures approved by the Board and 
which include financial, operational and compliance controls and risk management. 
these procedures are readily accessible to staff, who follow their guidance. 
the more important elements of this framework are as follows:  Booker Group plc
annual report & accounts 2011
17
Management structure 
the Board has overall responsibility for the company and the executive committee has responsibility for specific aspects of the 
Group’s affairs. the Board and each of its committees operate under a schedule of matters or terms of reference and the Board 
determines how the chief executive and the executive committee may operate within a framework of delegated authorities and 
reserved powers which seek to ensure that certain transactions which are significant in terms of their size or type, are undertaken 
only after Board review. 
the executive committee is chaired by charles Wilson (chief executive) and comprises Jonathan prentis (Group finance Director), 
Mark aylwin (Managing Director - Booker Direct) , Guy farrant (Managing Director – uK cash and carry), Bryn satherley (operations 
Director), Mark chilton (company secretary and General counsel) and other senior executives representing the operational functions 
within the Group. it meets twice a month to discuss operational matters, compliance, health and safety and trading performance. 
Corporate accounting and procedures 
responsibility levels are communicated throughout the Group as part of the corporate communication procedure. accounting, 
delegation of authority and authorisation levels, segregation of duties and other control procedures, together with the general ethos 
of the Group are included in these communications, and standardised accounting policies are in place reflecting this policy. these 
procedures are subject to review to ensure that improvements to enhance controls can be made. 
Quality and integrity of personnel 
the integrity and competence of personnel is ensured through high recruitment standards and subsequent training. Quality personnel 
are seen as an essential part of the control environment and the ethical standards expected are communicated through senior 
members of staff. 
Budgetary process 
each year the Board approves the annual budget, which includes an assessment of key risk areas. performance is monitored and 
relevant action taken throughout the year by regular reporting to the Board of updated forecasts together with information on key 
risk areas.
risk management
the Board assesses risk management throughout the Group aided by detailed reviews of internal controls and risk  
management procedures.
Investment appraisal 
capital expenditure is regulated by the use of authorisation levels. f or all expenditure beyond specified levels, Board approval is required. 
Internal audit 
the Group’s internal audit function, which reports to the Group finance Director and chairman of the audit committee, monitors the 
effectiveness of key internal controls and the adequacy of these controls to manage business risk and to safeguard the Group’ s assets 
and resources, in accordance with a work plan approved and monitored by the audit committee. its conclusions are communicated 
to the relevant level of management and the function has a direct reporting responsibility to the audit committee.
risks and Uncertainties
the list below sets out the most significant risks to the achievement of the Group’s business goals. the list does not include all risks 
that the Group faces and it does not list the risks in any order of priority.
•	 Economic environment
the economy is expected to remain difficult in the year ahead with potential tax rises and the public reducing their levels of 
discretionary spend. customers will seek to obtain ‘best’ value from products and the Group aims to provide a wide range of 
products that meet this requirement.
•	 Competition
the industry is extremely competitive with the market being served by numerous competitors, ranging from national multiple 
retailers to regional independent wholesalers. the Group competes by closely monitoring the activities of competitors and ensuring 
it continues to improve the choice, price and service to its customers.
•	 Regulation
t he Group operates in an environment governed by strict regulations to ensure the safety and protection of customers, 
shareholders, staff and other stakeholders and the operation of an open and competitive market. these regulations include 
food hygiene, health and safety, data protection, the rules of the london stock exchange and competition law. in all cases, the 
Board takes its responsibilities very seriously, and recognises that any breach of regulation could cause reputational and financial 
damage to the Group. 18
Booker Group plc
annual report & accounts 2011
continued
corporate Governance
risks and Uncertainties continued
•	 Product quality and safety
the quality and safety of our products is of critical importance and any failure in this regard would affect the confidence of our 
customers in us. We work with our suppliers to ensure the integrity of the products supplied. food hygiene practices are taken 
very seriously throughout the Group, and are monitored both through internal audit procedures and by external bodies such as 
environmental health departments. We have well prepared procedures for crisis management in order to act quickly when required. 
We are aware that if we fail, or are perceived to have failed, to deliver to our customers’ satisfaction the expected standards 
of quality and safety in our products their loyalty to us may be potentially impacted. this in turn could adversely impact on our 
market share and our financial results.
•	 Employee engagement and retention
the continued success of the Group relies heavily on the investment in the training and development of our employees. the 
Group’ s employment policies, remuneration and benefits packages are designed to be competitive, as well as providing colleagues 
with fulfilling career opportunities. the Group continually engages with colleagues across the business to ensure that we keep 
strengthening our team at every level.
•	 Supplier credit
availability of supplier credit is essential for the Group’s financial performance. any reduction in the availability of supplier credit 
could adversely impact the Group. the Group regularly meets key credit insurers to ensure that they have an up to date view of 
the Group’s financial position.
•	 Financial and treasury
the Group’s financial results may be subject to volatility arising from movements in commodity prices, foreign currencies, interest 
rates and the availability of sources of funding. 
•	 Pensions
the Group operates a closed defined benefit scheme, where judgements are required to determine the assumptions for future 
salary and pension increases, discount rate, inflation, investment returns and member longevity. there is a risk of underestimating 
this liability. this risk is mitigated by maintaining a relatively strong funding position over time, taking advice from independent 
qualified actuaries, agreeing appropriate investment policies with the t rustees and closely monitoring the funding position with 
the t rustees. 
•	 Information technology (IT)
the Group is exposed to the risk that the it systems upon which it relies fail. the Group has appropriate controls in place to 
mitigate the risk of systems failure, including systems back up procedures and disaster recovery plans, and also has appropriate 
virus protection and network security controls.
this report was approved by the Board of Directors on 18 May 2011. 
Mark Chilton
Company Secretary  Booker Group plc
annual report & accounts 2011
19
this section of the annual report and accounts describes the role and composition of the remuneration committee established by 
the Board (the ‘committee’), the company’s remuneration policy and the arrangements currently in place for remuneration of both 
executive and non-executive Directors. 
Unaudited Information
The Remuneration Committee
Membership 
the committee during the year from 26 March 2010 to 18 January 2011 comprised lord Bilimoria (chairman), andrew cripps and 
richard farr. from 18 January 2011 until 18 May 2011 the committee comprised Karen Jones (chairman), lord Bilimoria, andrew 
cripps and richard farr. since 18 May 2011, the committee has comprised Karen Jones (chairman), lord Bilimoria and andrew 
cripps. all members of the committee are considered to be independent non-executive Directors. richard rose, chairman, and 
charles Wilson, chief executive, attend committee meetings by invitation. Details of attendance at committee meetings during the 
year under review are set out on page 12. 
role of the Committee 
the remuneration committee advises the Board and makes recommendations to it:
•	 on the remuneration packages for the executive officers and senior executives including remuneration, incentives and other benefits;
•	 on the terms of service contracts with executive officers and senior executives and any compensation arrangements resulting 
from the termination of an executive officer or senior executive’s service contract; and
•	 concerning share incentive plans. 
the committee’s responsibilities are set out in its terms of reference, which are published on the Group’s website.
in determining remuneration, the committee consults where appropriate with the chief executive about its proposals. no Director 
participates in discussions about their own remuneration. no external consultants were engaged in relation to the design of remuneration 
packages during the year, however pricewaterhousecoopers llp (‘pwc’) was engaged by the remuneration committee to provide 
benchmarking on executive and n on-executive Directors’ remuneration packages. When setting its remuneration policy the committee 
gives due consideration to the provisions and principles of the code.
the remuneration committee addressed the following main issues during the year:
•	 reviewing the remuneration of the executive Directors with the assistance of benchmark data provided by pwc;
•	 reviewing the executive and employee bonus arrangements and targets; 
•	 overseeing remuneration policy for senior executives and employees;
•	 overseeing employee share plans; and
•	 the disclosures in this report.
also, as part of this year’s review, a number of major shareholders were consulted regarding long-term incentives and other aspects 
of executive remuneration. 
remuneration policy 
the committee’s overall policy is to provide competitive and potentially rewarding remuneration packages. the company wishes 
to attract, retain and motivate executive Directors and senior management of the requisite quality. accordingly, its policy, in a 
competitive market, is to design remuneration packages which reward executive Directors and senior management fairly for their 
individual contribution. in determining remuneration, consideration is (and was, in respect of the year under review) given to reward 
levels throughout the organisation as well as in the external employment market. 
reMuneration report 20
Booker Group plc
annual report & accounts 2011
continued
Executive Directors’ remuneration 
the remuneration package of the executive Directors includes the following elements: 
•	 Basic salary 
in october 2010, benchmarking data was sourced from pwc which showed that the executive Directors’ remuneration (other 
than in respect of charles Wilson, chief executive, and Guy farrant) were below the market median of comparator companies 
and were increased, in line with that data, from october 2010. Details of the Directors’ remuneration are set out on page 21. 
salaries are normally reviewed annually taking into account individual performance, prevailing market conditions, Group profitability, 
recent pay awards in the Group generally and external benchmark data. any changes are effective from 1 april. salaries effective 
from 1 april 2011 are set out on page 22.
•	 Bonus 
payments under the annual scheme are based upon year on year improvement in eBitDa. no bonus is paid unless there is an 
improvement in the eBitDa for the company on an annual basis. payments to Directors are based upon a percentage of basic 
salary and do not form part of pensionable earnings. Jonathan prentis, Mark a ylwin, Guy farrant and Bryn satherley have each 
been awarded a bonus as set out on page 23. charles Wilson, chief executive, does not participate in the scheme. 
the remuneration committee has agreed to exercise its discretion and allow Bryan Drew, notwithstanding his resignation from 
the company on 25 March 2011 but having regard to his contribution to the success of the company and his continuing support 
thereafter, to receive an ex-gratia sum equivalent to the bonus he would have received had he been employed as at 8 July 2011.
•	 Share incentives
the executive Directors are entitled to participate in the psp and the sa Ye. Details of awards made to the executive Directors 
under the sa Ye and the psp are set out later in this report.
•	 Pensions 
the normal retirement age for executive Directors is 65. all executive Directors are entitled to a pension contribution at the rate 
of 15% of pensionable pay to be paid into their own personal pension arrangement or the Group defined contribution personal 
pension plan, which is open to all of its permanent employees. pensionable pay is set at the prior year’s basic salary. Details of 
pension contributions in relation to the executive Directors are set out in the table on page 23.
•	 Other benefits 
Benefits for executive Directors comprise critical illness cover, permanent health cover, car (or car allowance), life cover of four 
times basic salary, private medical insurance and permanent health insurance for themselves and their families. 
External appointments 
executive Directors are not permitted to hold directorships or offices of companies whose shares are listed on a recognised stock 
exchange and, accordingly, no executive Director serves as a non-executive Director of any such company.
non-Executive Directors’ letters of appointment
the non-executive Directors are paid a fixed fee and have letters of appointment for an initial period of 3 years subject to termination 
on one month’s notice by the relevant Director or the company. these appointments are also subject to the articles of association 
of the company. the table below summarises the dates of appointment and most recent re-election dates for the chairman and 
each of the non-executive Directors serving at 25 March 2011.
Date of appointment 
as a Non-Executive Director Most recent date of re-election at AGM
richard rose 
1
9 May 2007 9 July 2008
lord Bilimoria 
2
22 november 2007 7 July 2010
andrew cripps 
2
22 november 2007 7 July 2010
richard farr 27 May 2009 8 July 2009
stewart Gilliland 
3
8 December 2010 n/a
Karen Jones 19 february 2009 8 July 2009
1
 prior to his appointment as a non-executive Director, richard rose had been executive chairman of Blueheath from september 2006
2
  following the expiry of lord Bilimoria and andrew cripps’s initial period of appointment as a non-executive Director for a period of 3 years, they were 
reappointed for a further 3 year term on 18 January 2011
3
   a resolution will be proposed at the 2011 annual General Meeting to elect stewart Gilliland as a non-executive Director in accordance with the company’ s articles 
of association
reMuneration report Booker Group plc
annual report & accounts 2011
21
copies of the letters of appointment will be available for inspection at the company’s registered office during business hours and 
at the 2011 annual General Meeting. 
in accordance with the code, all non-executive Directors will be standing for re-election at the 2011 annual General Meeting. 
in october 2010, benchmarking data was sourced from pwc, which showed that the non-executive Directors’ fees were below 
the market median of comparator companies and were increased in line with that data. fees have been set to reflect the individual 
commitments of the non-executive Directors to the Board and to the Board’s committees. the non-executive Directors are not 
involved in any discussions or decisions about their own remuneration. 
the Board has determined that the time commitment of non-executive Directors should be 12 days per annum. the time commitment 
for non-executive Directors is set out in the relevant non-executive Director’s letter of appointment. 
the non-executive Directors do not receive bonuses or pension contributions and are not entitled to participate in any of the 
company’s share schemes. they are entitled to be reimbursed for reasonable expenses incurred by them in carrying out their duties 
as Directors of the company. 
With effect from 1 april 2011, the non-executive Directors’ fees in relation to the company will be as follows:
Non-Executive
Basic Fee
£’000
Additional Fee -  
As Chairman of 
Committee
£’000
Additional Fee -  
For representation on 
Committee
£’000
Total 
£’000
richard rose 125 4 – 129
lord Bilimoria 37 – 5 42
andrew cripps 37 6 5 48
stewart Gilliland 37 – 3 40
Karen Jones 37 6 – 43
Executive Directors’ service contracts
the Board’s policy is that service contracts of executive Directors should provide for termination by the company on twelve months’ 
notice. the service contracts of each of the current executive Directors provide for such a period of notice. none of the contracts 
provides for specific contractual termination payments other than payment in lieu of notice.
the company’s approach to the termination of contracts of service of executive Directors is dictated by the relevant events, bearing 
in mind the circumstances of termination and the interests of the company. 
the table below summarises the service contracts of the executive Directors.
copies of the service contracts will be available for inspection at the company’s registered office during business hours and at the 
2011 annual General Meeting.
Date 
of appointment
Date 
of re-election
Notice period 
(months) by the 
Company
Notice period 
(months) by the 
Director
Unexpired term of 
contract
charles Wilson 4 June 2007 8 July 2009 12 9 rolling contract
Jonathan prentis 4 June 2007 7 July 2010 12 6 rolling contract
Mark aylwin 9 november 2007 7 July 2010 12 12 rolling contract
Guy farrant 14 october 2010 n/a 12 12 rolling contract
Bryn satherley 12 november 2008 8 July 2009 12 6 rolling contract
Bryan Drew resigned from the board on 25 March 2011. 
all Directors will stand for election or re-election (as the case may be) at the 2011 annual General Meeting. 22
Booker Group plc
annual report & accounts 2011
continued
Executive Directors’ service contracts continued
With effect from 1 april 2011, subject to the annual pay review, the executive Directors’ basic salary in relation to the company will 
be as follows:
Executive £’000
charles Wilson 510
Jonathan prentis 291
Mark aylwin 256
Guy farrant 280
Bryn satherley 268
Sums paid to third parties 
no consideration was paid to third parties for making available the services of any person as a Director of the company during the year. 
t erms of appointment 
in accordance with the revised code, all Directors will be required to stand for re-election annually. in addition, as required by the 
company’s articles of association, all Directors appointed during the year must retire at the annual General Meeting and may offer 
themselves for election. Guy farrant and stewart Gilliland having been appointed during the year, will therefore retire at the 2011 
annual General Meeting and will offer themselves for election. 
Directors’ Share Interests 
the beneficial interests in the ordinary shares of the company of Directors who held office at the end of the financial year are set 
out in the Directors’ report.
Performance Graph
the company’s performance from June 2007 to March 2011 measured by t otal shareholder return (‘tsr’), is compared in the 
chart below with the performance of the ftse 250 index (excluding investment trusts) and ftse aiM all share index. these are 
considered the most appropriate indices against which to measure performance following the reverse acquisition of Blueheath in 
June 2007, which was at that time listed on aiM, the company’s admission to listing on the official list and to trading on the london 
stock exchange plc’s main market for listed securities in July 2009 and its inclusion in the ftse 250 index in December 2009. 
 
 
tsr is defined as the return a shareholder would receive if they held a notional number of shares and received dividends over a 
period of time. assuming dividends are reinvested into the company’s shares, it measures the percentage growth in the company’s 
share price together with any dividends paid.
FULTON to update
Booker Group plc FTSE 250 (excluding investment trusts) FTSE AIM All Share 
250
200
150
100
50
0
Total Shareholder Return Since 4 June 2007
reMuneration report Booker Group plc
annual report & accounts 2011
23
Audited Information
the following information has been audited by the company’s auditors, KpMG audit plc. 
Directors emoluments
the figures below represent the Directors’ emoluments earned as Directors of the company from 28 March 2009 or from date of appointment.
Basic Annual Bonus Benefits in Kind
Total before 
Pension 
Contributions
Pension 
Contributions
2011 
£’000
2010 
£’000
2011 
£’000
2010 
£’000
2011 
£’000
2010 
£’000
2011 
£’000
2010 
£’000
2011 
£’000
2010 
£’000
Executive 
charles Wilson 510 510 – – 1 – 511 510 77 77
Jonathan prentis 250 206 136 114 26 26 412 346 31 31
Mark aylwin 233 80 120 44 18 4 371 128 31 12
Bryan Drew 
1 2
212 206 99 114 12 12 323 332 31 31
Guy farrant 
3
130 – 60 – 5 – 195 – 20 –
Bryn satherley 239 206 125 114 31 29 395 349 31 31
Non-Executive 
richard rose 
4
103 78 – – – – 103 78 – –
lord Bilimoria 
4
40 36 – – – – 40 36 – –
andrew cripps 
4
42 36 – – – – 42 36 – –
richard farr 
4
40 31 – – – – 40 31 – –
Karen Jones 
4
40 36 – – – – 40 36 – –
stewart Gilliland 
4 5
12 – – – – – 12 – – –
Kevin l yon 
6
– 6 – – – – – 6 – –
1,851 1,431 540 386 93 71 2,484 1,888 221 182
1
 resigned from the Board on 25 March 2011
2
 the figure shown in annual Bonus is payable as an ex-gratia sum equivalent to the bonus he would have received had he been employed as at July 2011
3
 appointed to the Board on 14 october 2010
4
 fees include amounts paid for representation on various committees
5
 appointed to the Board on 8 December 2010
6
 resigned from the Board on 27 May 2009 24
Booker Group plc
annual report & accounts 2011
Directors’ options
options over ordinary shares of the company under the psp held by the executive Directors who served during the year, together 
with any movements in those options in the year, are shown below:
Name Date of Grant
Shares under 
option 
26 March 2010
Options 
granted 
during year
Options 
lapsed during 
year
Options 
exercised 
during year 
a
Shares under 
option 25 
March 2011
Exercise 
price (pence)
Exercisable 
from 
b
Exercisable 
to 
b
charles Wilson 3 July 2008 1,400,000 – – – 1,400,000 nil 3 July 2010/11 3 July 2018
Jonathan prentis 3 July 2008 1,400,000 – – – 1,400,000 nil
3 July 
2010/11
3 July 
2018
19 october 
2010 –
1,432,560 
55,813
(csop)* – –
1,432,560
55,813
(CSOP)* nil
19 october 
2013
19 october 
2020
Mark aylwin 3 July 2008 2,000,000 – – 1,000,000 
c
1,000,000 nil
3 July 
2010/11
3 July 
2018
19 october
2010 –
1,432,560 
55,813 
(csop)* – –
1,432,560 
55,813 
(CSOP)* nil
19 october 
2013
19 october 
2020
Guy farrant
14 october
2010 – 3,900,000 – – 3,900,000 nil
14 october
2011/12/13
14 october 
2020
Bryn satherley 3 July 2008 1,400,000 – – – 1,400,000 nil
3 July 
2010/11 3 July 2018
19 october
2010 –
1,432,560
55,813 
(csop)* – –
1,432,560
55,813 
(CSOP)* nil
19 october 
2013
19 october 
2020
Bryan Drew 3 July 2008 1,400,000 – – – 1,400,000 nil
3 July 
2010/11 3 July 2018
(a) the aggregate gains made by Directors on the exercise of options was £550,070 (2010: £nil).
(b)  represents the earliest exercise date (assuming satisfaction of the relevant performance condition) and latest expiry date of options held by the Director 
during the year. the performance condition is described below.
(c)  the options were exercised on 4 november 2010, on which date the closing mid market price of a ordinary share was 55.07p.
* at the time of exercise, to the extent that there is a gain on the csop option, psp options will be forfeited to the same value.
 the closing mid market price of an ordinary share on 25 March 2011 was 58.35p and the price range during the year was 38.64p 
to 60.55p.
PSP options 
the committee established a performance share plan (the ‘psp’) in July 2008, which was extended on a discretionary basis to 
certain employees only. certain information relating to the psp was set out in the remuneration report contained in the company’s 
2008 annual report and accounts which was approved by shareholders at the company’s annual General Meeting in 2008. 
PSP options granted in 2008
in 2008, the company made awards under the psp in relation to a total of 36.5 million new ordinary shares. under the psp , 
employees selected to participate are entitled to acquire ordinary shares for no payment at the end of a vesting period (which will 
normally be 3 years). the Directors believe that the best indicator of performance of the company and its Directors is its share 
price performance. vesting is subject to continued employment and the requirement that the company’s share price be equal to or 
exceed certain share price targets for 60 consecutive days ending on or before the relevant vesting date. in certain circumstances, 
however, a proportion of awards may vest early. 
a quarter of the ordinary shares subject to each award will vest on reaching share prices of 28.75p, 30.5p, 34.5p and 46p over a 
consecutive 60 day period. as at the 25 March 2011, all four share price targets had been met. consequently, half of the shares 
vested in July 2010, with the remainder vesting in July 2011, subject to continued employment at the dates of vesting. the options 
will lapse if not exercised within ten years of the date of award.
the remuneration committee has agreed to exercise it’s discretion and allow the balance of Bryan Drew’s psp options awarded in 
2008 to vest in July 2011, notwithstanding his resignation from the company on 25 March 2011 having regard to his contribution 
to the success of the company and his continuing support thereafter.
continued
reMuneration report Booker Group plc
annual report & accounts 2011
25
PSP options granted in 2010
in october 2010, the company made further awards under the psp in relation to a total of 11.3 million new ordinary shares. the 
options granted will vest and become exercisable three years from the date of the award subject to continued employment and 
the performance conditions mentioned below being satisfied and will lapse if not exercised within ten years of the date of award. 
a quarter of each option will vest on reaching each of the share prices of 60p, 62.5p, 70p and 90p, in each case sustained over a 
consecutive 60-day period. as at 25 March 2011, none of the four share price targets had been met.
Guy Farrant
on 14 october 2010, Guy was granted a special performance share award (in the form of a nil-cost option) over 3.9 million ordinary 
shares in the company (‘the option’). the option was granted specifically in connection with Guy’s appointment as a Director and 
shareholder approval was not sought because of these unusual circumstances. 
the option is in two parts: one part relates to 2.1 million ordinary shares in the company and the other part relates to 1.8 million 
ordinary shares in the company. a third of the 2.1 million shares will vest on reaching each of the share prices of 52p, 56p and 58p. 
this part of the option can be exercised in three annual instalments, assuming that the relevant share price target has been reached 
by the end of each year (otherwise, the option can be exercised after three years to the extent that the targets have subsequently 
been reached by that time). as at the 25 March 2011, two of the three share price targets had been met. a quarter of the 1.8 million 
shares will vest on reaching each of the share prices of 60p, 62.5p, 70p and 90p. t o the extent that these share price targets are met, 
this part of the option can be exercised after three years. for each part of the option, each share price target has to be sustained 
over a consecutive 60 day period in order for the relevant part of the option to vest. other than as set out above, the vesting and 
exercise terms applying to the option are the same as if it had been granted under the psp . 
the option is not pensionable and, in the event of a variation in the company’s share capital, the number of shares subject to the 
option and the share price targets can be adjusted, as determined by the Board. the company will not amend the terms of the 
option which relate to the number of shares subject to the option, the basis for determining Guy’s right to exercise the option or 
the adjustment provisions without shareholder approval.
the terms of the option are set out in an addendum to the rules of the psp and will be on display at the 2011 annual General 
Meeting for at least 15 minutes before and during the meeting.
SaYE 
the committee established in July 2008 a savings related share option scheme (the ‘sa Ye’), as approved by HM revenue & customs, 
which was offered to all employees within the Group. certain information relating to the sa Ye was set out in the remuneration report 
contained in the company’s 2008 annual report and accounts which was approved by shareholders at the company’s annual 
General Meeting in 2008. options under the sa Ye are exercisable three years from the commencement of the relevant savings 
contract and not more than six months thereafter. these incentive arrangements reward participants if shareholder value is created, 
thereby aligning the interests of executive Directors and employees with those of shareholders. 
on 3 July 2008, Jonathan prentis was granted an option under the sa Ye in respect of 50,321 ordinary shares. this option will vest 
on 1 september 2011 with an option price of 18.68 pence per share, subject to continued employment at the date of vesting, and 
will lapse on 1 March 2012.
it is expected that the company will offer further options under the sa Ye in the course of 2011.
this report was approved by the Board of Directors on 18 May 2011. 
Karen Jones
Chairman of the remuneration Committee 26
Booker Group plc
annual report & accounts 2011
Directors’ report
the Directors present their report and audited accounts for the 52 week period ending 25 March 2011. 
Business review 
information contained in the chief executive’s review and the Group finance Director’s report fulfilling the requirements of section 
417 companies act 2006 are incorporated by reference into this Directors’ report. the corporate Governance report and the 
remuneration report also form part of and are incorporated by reference into this Directors’ report. 
Financial risk management
policies on financial risk management are set out in note 16 to the financial statements.
Key performance indicators (KPIs)
the principal Kpis used to monitor the financial performance of the business are operating profit margin, operating profit, profit 
after tax and levels of net debt relative to plan. other key non-financial measures are customer satisfaction and health and safety.
Results and dividends 
the Group recorded a profit for the period of £59.1m (2010: £47.6m) as shown in the consolidated income statement for the year 
which is set out on page 30.
the Directors have recommended a final dividend of 1.40 pence per ordinary share. if approved by shareholders at the annual 
General Meeting, this final dividend will be payable on 8 July 2011 to shareholders on the register of members at the close of business 
on 3 June 2011. an interim dividend of 0.27 pence per share was paid on 26 november 2010.
if the final dividend is approved by shareholders, dividends for the year will total 1.67 pence per ordinary share. 
Interests of Directors in contracts
During the year ended 25 March 2011 no Director had any material interest in any significant contract to which the company or 
any subsidiary was a party.
Changes of control
all of the company’s share schemes contain provisions relating to a change of control. outstanding options and awards normally vest 
and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time. the company is 
not a party to any other significant agreements that take effect, alter or terminate upon a change of control following a takeover bid other 
than its bank facility agreement, which provides that on a change of control the lender, Bank of scotland plc, shall not be obliged to fund 
a utilisation (except for a rollover loan) and, if it so requires, may cancel its commitment and declare its participation in all outstanding 
utilisations immediately due and payable. further the company is not party to any agreement with the Directors or employees providing 
for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs as a 
result of a takeover bid other than with charles Wilson, in that in the event of a change of control of the company, charles Wilson has the 
right to terminate his employment on 30 days notice and to receive a payment equal to his gross salary for his contractual notice period.
Directors
the names of those persons serving as Directors of the company during the year are set out below. the Directors held office 
throughout the period unless otherwise stated.
charles Wilson 
Jonathan prentis 
Mark aylwin 
Bryan Drew (resigned 25 March 2011) 
Guy farrant (appointed 14 october 2010) 
Bryn satherley 
richard rose 
lord Bilimoria 
andrew cripps 
richard farr (resigned 18 May 2011) 
Karen Jones 
stewart Gilliland (appointed 8 December 2010)
Biographical details of the Directors are set out in the section headed Board of Directors and officers.  Booker Group plc
annual report & accounts 2011
27
in accordance with the company’s articles of association, Guy farrant and stewart Gilliland, having been appointed since the 
last annual General Meeting will offer themselves for election at the 2011 annual General Meeting. in accordance with the revised 
code all of the other Directors have resolved to stand for re-election annually and will be standing for re-election at the 2011 annual 
General Meeting.
Conflicts of Interest
following the changes made to the company’s articles of association at the annual General Meeting in 2008 and the subsequent 
introduction of section 175 of the companies act 2006 on 1 october 2008 which allows the Directors to authorise potential and 
actual conflicts of interest, formal procedures for the notification and authorisation of such conflicts have been approved by the Board. 
these procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure that 
only Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review the 
register of Directors’ conflicts annually and on an ad hoc basis when necessary. any potential conflicts of interest in relation to newly 
appointed Directors are considered by the Board prior to appointment. these procedures have operated effectively throughout the 
current financial period.
the company maintains appropriate Directors’ and officers’ liability insurance in respect of itself and its Directors. the Directors may 
also be indemnified in accordance with the c ompany’s articles of a ssociation and to the maximum extent permitted by law, although 
no such indemnities are currently in place. the insurance does not, and any indemnities if granted would not, provide cover where 
the relevant Director or officer has acted fraudulently or dishonestly.
the company prepares a separate corporate Governance report (see pages 11 to 18) and Directors’ remuneration report (see 
pages 19 to 25). 
the interests of the Directors in the ordinary shares of the company were as follows: 
Ordinary Shares in Booker Group plc 
25 March 2011
Ordinary Shares in Booker Group plc 
26 March 2010
charles Wilson 108,241,986 123,241,986
Jonathan prentis 10,363,486 15,363,486
Mark aylwin 1,673,170 1,673,170
Bryan Drew 
1
10,363,486 16,863,486
Guy farrant 
2
668,547 n/a
Bryn satherley 10,363,486 15,363,486
richard rose 910,282 910,282
lord Bilimoria 
3
 50,000 200,000
andrew cripps 200,000 200,000
richard farr 
4
0 0
Karen Jones 145,000 100,000
stewart Gilliland 
5
0 n/a
1
 Bryan Drew resigned from the Board on 25 March 2011
2
 Guy farrant was appointed to the Board on 14 october 2010
3
 on the 4 november 2010, lord Bilimoria sold 150,000 ordinary shares. sG Hambros Bank limited released the pledge on his remaining shareholding
4
 richard farr resigned from the Board on 18 May 2011 
5
 stewart Gilliland was appointed to the Board on 8 December 2010
Details of the interests of Directors in options over ordinary shares of the company are set out on page 24. 
there have been no changes in the interests of any of the Directors between 25 March 2011 and 18 May 2011. 28
Booker Group plc
annual report & accounts 2011
continued
Substantial interests 
the company has been notified of the following shareholdings of 3% or more of the total voting rights attaching to its issued share 
capital as at 18 May 2011: 
%
Morley fund investment 7.77%
charles Wilson 7.06%
schroder investment Management 6.31%
ameriprise financial inc 5.52%
axa investment Managers 5.40%
prudential plc 5.05%
Blackrock inc 5.00%
artemis investment Management 4.99%
cazenove capital Management 4.66%
legal & General Group plc 3.06%
Employees 
it is the Group’s policy to involve employees in the business and to ensure that matters of concern to them, including the Group’s 
aims and objectives and its financial performance, are communicated in an open and regular way. this is achieved through the use 
of business briefings, newsletters and other less formal communications.
the Directors encourage employees to become shareholders to improve active participation in and commitment to the Group’s 
success. this policy has been pursued for all employees through the sa Ye scheme. as at the year end 1,118 employees were 
contributing monthly to the sa Ye scheme. 
the promotion of equal opportunities for all employees, including disabled persons, is regarded as an important Group priority. 
applications for employment and promotion of disabled persons are treated on the same basis as those from other applicants having 
regard to aptitude, ability, requirements of the job and experience. the Group’s policy is to seek to continue the employment of, and 
to arrange appropriate training for, employees who have become disabled during the period when they were employed by the Group. 
in the year the average number of persons employed by the Group (including Directors) increased from 8,741 to 9,063 primarily due 
to the acquisition of classic Drinks and ritter-courivaud limited. 
Suppliers 
the Group works closely with its suppliers to ensure the delivery of its policies on product quality and integrity, health and safety, and 
the environment. payments to suppliers are made in accordance with terms and practices agreed with individual suppliers. t rade 
creditors for the Group at the financial year end represented 38 days of purchases (2010: 40 days)
Share capital
as at 25 March 2011, the company’s share capital consisted of 1,532,631,329 issued and fully paid ordinary shares with a 
nominal value of 1 pence per share, listed on the london stock exchange. a total of 9,346,748 ordinary shares were issued 
during the year in connection with the exercise of options under the company’s share option schemes. ordinary shares may 
be held in certificated or uncertificated form. further details of the company’s authorised and issued share capital are set out in  
note 20 to the financial statements.
at the annual General Meeting held in 2010, the company was granted authority by shareholders to purchase up to 148 million 
ordinary shares, representing less than 10% of the company’s ordinary share capital as at 11 June 2010. no ordinary shares were 
purchased pursuant to this authority during the year. in accordance with current best practice, the company will seek to renew this 
authority at the forthcoming annual General Meeting. 
the rights and obligations attaching to the company’ s ordinary shares are contained in the company’ s articles of association, a copy 
of which can be viewed on the company’s website or obtained by request to the company secretary. the articles of association 
can only be changed by special resolution passed in a general meeting of shareholders. 
Directors’ report Booker Group plc
annual report & accounts 2011
29
each ordinary share carries the right to one vote on a poll, and to attend and speak at a general meeting of the company, to appoint 
proxies to exercise full voting rights and to participate in any distribution of income or capital. there are no restrictions on transfer or 
limitations on the holding of the o rdinary s hares, nor are there any requirements for prior approval for their transfer. u nder the a rticles 
of association, the Directors have the power to suspend voting rights and the right to receive dividends in respect of ordinary shares 
in circumstances where the holder of those shares fails to comply with a notice issued under section 793 of the companies act 2006.
ordinary shares acquired through the company’s share option schemes rank equally with all other ordinary shares in issue and 
have no special rights. Details of share options granted but not exercised or lapsed as at 25 March 2011 are set out in note 23 to 
the financial statements.
in respect of Directors’ shareholdings, there are no known arrangements under which financial rights are held by persons other than 
holders of the shares.
Annual General Meeting
the annual General Meeting of the company will be held at 11:00am on Wednesday 6 July 2011 at Booker business centre  
st pancras, 106 camley street, elm v illage, camden, london nW1 0pf .
the notice of annual General Meeting, which separately accompanies this document, includes details of the business to be transacted 
at the meeting and contains an explanation of all resolutions to be considered at the annual General Meeting. 
it is the intention that the entire Board will stand for re-election other than those appointed during the year who will stand for election 
in accordance with the articles. 
Electronic Communications
the company is authorised under its articles of association and pursuant to the companies act 2006 to communicate with 
shareholders or anyone with an indirect interest in shares by making such communication available on its website. t he c ompany has 
written to all shareholders to invite them to indicate how they wish to receive copies of the annual report and accounts. accordingly, 
the company will distribute its printed annual report and accounts only to shareholders who have indicated to the company that 
they wish to receive it in that form. the company will periodically canvas new shareholders on the form in which they wish to receive 
their shareholder communications.
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. accordingly, they continue to adopt the going concern basis in preparing the Group and company 
financial statements.
Political and charitable contributions 
the Group made no political contributions or donations during the period, nor has it incurred any other political expenditure, either in 
the uK or overseas. staff and Directors have raised £53,300 for 132 local charities across the country. the Group donated £11,000 
each to caravan and sweet charity. in addition donations totalling £59,394 have been made to charities by colleagues through the 
‘Give as you earn’ scheme. 
Disclosure of information to auditors 
each of the Directors who held office at the date of approval of this Directors’ report confirms that, so far as he or she is aware, 
there is no relevant audit information of which the company’s auditors are unaware and that he or she has taken all the steps that 
he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that 
the company’s auditors are aware of that information. 
Auditors
the company’s auditors, KpMG audit plc, have expressed their willingness to continue in office and a resolution will be proposed 
at the annual General Meeting for their reappointment as the external auditor to the company.
this report was approved by the Board of Directors on 18 May 2011. 
Mark Chilton
Company Secretary
  30
Booker Group plc
annual report & accounts 2011
For the 52 weeks ended 25 March 2011
consolidated incoMe stateMent
Note
2011
£m
2010
£m
Revenue 3 3,595.8 3,386.9
cost of sales (3,466.9) (3,271.9)
Gross profit 128.9 115.0
administrative expenses (52.4) (48.4)
Operating profit 76.5 66.6
Finance income 6 4.0 1.2
Finance expenses 6 (9.1) (10.6)
Net financing costs 6 (5.1) (9.4)
Profit before tax 4 71.4 57.2
tax 7 (12.3) (9.6)
Profit for the period attributable to the owners of the Company 59.1 47.6
Earnings per share (Pence)
Basic 8 3.90p 3.19p
Diluted 8 3.79p 3.11p
 
consolidated stateMent oF 
coMprehensive incoMe
For the 52 weeks ended 25 March 2011
Note
2011
£m
2010
£m
profit for the period 59.1 47.6
actuarial loss arising in the pension scheme 18 (1.2) (32.6)
t ax relating to actuarial losses 7,11 0.3 9.1
effective portion of changes in the fair value of cash flow hedge 16 1.6 1.4
ineffective portion of cash flow hedge recycled to consolidated income statement - 1.4
t ax relating to cash flow hedge 7,11 (0.4) (0.8)
Other comprehensive income/(expense) 0.3 (21.5)
Total comprehensive income for the period attributable to the owners of the Company 59.4 26.1 Booker Group plc
annual report & accounts 2011
31
Note
25 March 
2011 
£m
26 March 
2010 
£m
ASSETS
Non-current assets
property, plant and equipment 9 60.5 59.5
intangible assets 10 437.3 423.9
deferred tax asset 11 13.7 17.1
511.5 500.5
Current assets
inventories 12 220.4 214.1
t rade and other receivables 13 87.1 72.2
cash and cash equivalents 46.2 43.7
353.7 330.0
Total assets 865.2 830.5
LIABILITIES
Current liabilities
interest bearing loans and borrowings 15 (0.3) –
t rade and other payables 14 (424.2) (408.8)
current tax (17.1) (18.0)
other financial liabilities 16 – (1.6)
(441.6) (428.4)
Non-current liabilities
interest bearing loans and borrowings 15 (18.8) (36.7)
other payables 14 (28.3) (28.2)
retirement benefit liabilities 18 (8.0) (21.8)
provisions 19 (34.6) (38.2)
(89.7) (124.9)
Total liabilities (531.3) (553.3)
Net assets 333.9 277.2
EQUITY
share capital 20 15.3 14.9
share premium account 45.3 31.0
Merger reserve 260.8 260.8
share option reserve 4.1 3.0
hedge reserve – (1.2)
retained earnings 8.4 (31.3)
Total equity attributable to equity holders 333.9 277.2
these financial statements were approved by the Board of directors on 18 May 2011 and were signed on its behalf by:
Charles Wilson Jonathan Prentis
Director Director
as at 25 March 2011
consolidated Balance sheet 32
Booker Group plc
annual report & accounts 2011
For the 52 weeks ended 25 March 2011
Note
2011
£m
2010
£m
Cash flows from operating activities
profit before tax 71.4 57.2
depreciation 9 12.6 14.0
amortisation 10 0.1 –
net finance cost 5.1 9.4
loss on disposal of property, plant and equipment 0.1 0.1
equity settled share based payments 2.1 1.4
increase in inventories (0.3) (17.3)
increase in debtors (9.5) (8.6)
increase in creditors 11.8 44.6
decrease in provisions 19 (5.6) (3.7)
contributions to pension scheme 18 (11.0) (11.6)
Net cash flow from operating activities 76.8 85.5
interest paid (5.2) (7.4)
partial settlement of interest swap – (7.2)
t ax paid (10.3) (8.6)
Cash generated from operating activities 61.3 62.3
Cash flows from investing activities
acquisition of property, plant and equipment (11.9) (15.5)
acquisition of intangibles (0.5) –
sale of property, plant and equipment – 0.1
net debt arising from acquisition of subsidiary 24 (3.3) –
acquisition of trade and assets 24 (3.7) –
Net cash outflow from investing activities (19.4) (15.4)
Cash flows from financing activities
payment of finance lease liabilities (0.1) (0.2)
repayment of borrowings (20.0) (10.0)
proceeds from issue of ordinary shares 0.2 0.2
dividends (19.5) (13.6)
Net cash outflow from financing activities (39.4) (23.6)
Net increase in cash and cash equivalents 2.5 23.3
cash and cash equivalents at the start of the period 43.7 20.4
cash and cash equivalents at the end of the period 46.2 43.7
cash and cash equivalents consist of:
cash and cash equivalents 46.2 43.7
Bank overdrafts – –
46.2 43.7
consolidated cash Flow stateMent Booker Group plc
annual report & accounts 2011
33
52 weeks ended 25 March 2011
Note
Share 
capital
£m
Share 
premium
£m
Merger 
reserve
£m
Share 
option 
reserve
£m
Hedge 
reserve
£m
Retained 
earnings
£m
Total
£m
at 26 March 2010 14.9 31.0 260.8 3.0 (1.2) (31.3) 277.2
profit for the period – – – – – 59.1 59.1
defined benefit plan actuarial losses 18 – – – – – (1.2) (1.2)
effective portion of changes in fair value  
of cash flow hedge 16 – – – – 1.6 – 1.6
t ax relating to components of other  
comprehensive income 7,11 – – – – (0.4) 0.3 (0.1)
t otal comprehensive income for the period – – – – 1.2 58.2 59.4
shares issued 0.3 14.2 – – – – 14.5
share options exercised 0.1 0.1 – (1.0) – 1.0 0.2
share based payments 23 – – – 2.1 – – 2.1
dividends to shareholders 22 – – – – – (19.5) (19.5)
at 25 March 2011 15.3 45.3 260.8 4.1 – 8.4 333.9
52 weeks ended 26 March 2010
Note
Share 
capital
£m
Share 
premium
£m
Merger 
reserve
£m
Share 
option 
reserve
£m
Hedge 
reserve
£m
Retained 
earnings
£m
Total
£m
at 27 March 2009 14.9 30.8 260.8 1.6 (4.0) (41.0) 263.1
profit for the period – – – – – 47.6 47.6
defined benefit plan actuarial losses 18 – – – – – (32.6) (32.6)
effective portion of changes in fair value  
of cash flow hedge 16 – – – – 1.4 – 1.4
ineffective portion of cash flow hedge recycled 
to consolidated income statement – – – – 1.4 – 1.4
t ax relating to components of other 
comprehensive income 7,11 – – – – (0.8) 9.1 8.3
t otal comprehensive income for the period – – – – 2.0 24.1 26.1
shares options excercised – 0.2 – – – – 0.2
share based payments 23 – – – 1.4 – – 1.4
dividends to shareholders 22 – – – – – (13.6) (13.6)
reserves reclassification – – – – 0.8 (0.8) –
at 26 March 2010 14.9 31.0 260.8 3.0 (1.2) (31.3) 277.2
consolidated stateMent oF 
chanGes in equity 34
Booker Group plc
annual report & accounts 2011
notes to the Group Financial stateMents
1. General information
Overview
Booker Group plc is a public limited company incorporated in the united Kingdom (registration number 05145685). the company is 
domiciled in the united Kingdom and its registered address is equity house, irthlingborough road, w ellingborough, northamptonshire, 
nn8 1lt . the nature of the Group’ s operations and its principal activities are set out in the chief executive’ s review and directors’ report.
Basis of accounting
in accordance with eu law (ias regulation ec 1606/2002), the group financial statements have been prepared in accordance with 
international Financial reporting standards (‘iFrs’) adopted for use in the eu as at 25 March 2011 (‘adopted iFrs’), international 
Financial reporting interpretations committee (‘iFric’) interpretations and those parts of the companies act 2006 applicable to 
companies reporting under iFrs. the company has elected to prepare its parent company accounts in accordance with uK Generally 
accepted accounting principles (‘uK Gaap’); these are presented on pages 59 to 62.
the group financial statements consolidate those of the company and its subsidiaries (together referred to as the ‘Group’). the parent 
company financial statements present information about the company as a separate entity and not about its Group.
the financial statements are presented in sterling and rounded to the nearest hundred thousand. 
the financial statements for the current and prior period have been prepared for a 52 week period to reflect internal management reporting.
Accounting standards adopted in the period
iFrs 3 (revised) ‘Business combinations’ is effective prospectively to business combinations for which the acquisition date is on 
or after the beginning of the first annual reporting date beginning on or after 1 July 2009. during the period, the Group made two 
acquisitions as set out in note 24, and the requirements of these standards has been applied in accounting for these transactions.
the following do not have a material effect on the financial statements:
•	 amendments to ias 27 ‘consolidated and separate Financial statements’ 
•	 amendments to ias 39 ‘Financial instruments: recognition and Measurement: eligible hedged items’ 
•	 amendments to ias 39 ‘reclassification of Financial assets: effective date and t ransition’ 
•	 improvements to iFrss (issued 16 april 2009)
•	 amendments to ias 17 ‘leases’
•	 amendments to ias 32 ‘Financial instruments: presentation’ 
New IFRS and amendments to IAS and interpretations
there are a number of standards and interpretations issued by the international accounting standards Board that are effective for 
financial statements after this reporting period. the following have not been adopted by the Group:
Effective for accounting 
periods starting on or after
amendments to iFric 14 ias 19 ‘the limit on a defined Benefit  
asset, Minimum Funding requirements and their interaction’ * 1 January 2011
iFric 19 ‘extinguishing Financial liabilities with equity instruments’ * 1 July 2010
revised ias 24 ‘related party disclosure’ * 1 January 2011
improvements to iFrss (issued May 2010) * 1 January 2011
amendments to iFrs 7 ‘Financial instruments: disclosures’ 1 July 2011
iFrs 9 ‘Financial instruments’ 1 January 2013
* these standards and interpretations have been endorsed by the european union.
the application of these standards and interpretations is not anticipated to have a material effect on the Group’s financial statements. Booker Group plc
annual report & accounts 2011
35
Basis of consolidation
subsidiaries are entities controlled by the Group. control exists when the Group has the power, directly or indirectly, to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities. in assessing control, potential voting rights that 
are currently exercisable or convertible are taken into account. the financial statements of subsidiaries are included in the consolidated 
financial statements from the date that control commences until the date that control ceases.
on 13 october 2010, the Group acquired the entire share capital of ritter-courivaud ltd and its subsidiaries in a share-for-share 
transaction. the Group obtained control on that date and these financial statements include the results from that date.
Going concern
the directors consider that the risks noted in the directors’ report are those known to the directors at the date of such report which 
the directors consider to be material to the Group but these do not necessarily comprise all risks to which the Group is exposed. 
in particular, the Group’s performance could be adversely affected by poor economic conditions. additional risks and uncertainties 
currently unknown to the directors, or which the directors currently believe are immaterial, may also have a material adverse effect 
on the business, financial condition or prospects of the Group.
the Group’s forecasts and projections, taking account of possible changes in trading performance and considering the risks 
identified, show that the Group should be able to operate within the level of its current debt facility, which is in place until June 2012. 
the directors have already started discussing future banking facilities with current and prospective lenders with an aim to secure 
funding in the next few months.
after making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational 
existence for the foreseeable future. accordingly, they continue to adopt the going concern basis in preparing the Group and company 
financial statements. 
Use of assumptions and estimates
the preparation of accounts in accordance with generally accepted accounting principles requires the directors to make judgements, 
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. 
the estimates and associated assumptions are based on historical experience and various other factors that are believed to be 
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets 
and liabilities that are not readily apparent from other sources. actual results may differ from these estimates.
these estimates and underlying assumptions are reviewed on an ongoing basis. revisions to accounting estimates are recognised 
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods 
if the revision affects both current and future periods. 
some of these policies require a high level of judgement and the directors and the audit committee believes that the most critical 
accounting policies and significant areas of judgement and estimation arise from the accounting for:
•	 ias19 ‘employee benefits’. defined benefit schemes are accounted for in accordance with the advice of an independent qualified 
actuary but significant judgements are required in relation to the assumptions for future salary and pension increases, inflation, 
investment returns and mortality that underpin their valuations.
•	 ias37 ‘provisions, contingent liabilities and contingent assets’. the Group is party to a number of leases on properties that are 
no longer required for trading. whilst every effort is made to profitably sublet these properties, it is not always possible to do so. 
where a lease is onerous to the Group, a provision is established for the difference between amounts contractually payable to 
the landlord and amounts contractually receivable from the tenant (if any) for the period up until the point it is judged that the 
lease will no longer be onerous. in addition, provisions exist for the expected future dilapidation cost on leasehold properties and 
the expected future costs of removing asbestos from leasehold properties. the directors believe that their estimates, which are 
based upon the advice of an in-house property department who monitor the uK property market, are appropriate. 
•	 ias36 ‘impairment of assets’. in testing for impairment of goodwill, the directors have made certain assumptions concerning 
the future development of the business that are consistent with its annual budget and forecast into perpetuity. should these 
assumptions regarding the discount rate or growth in the profitability be unfounded then it is possible that goodwill included in 
the balance sheet could be impaired. at 25 March 2011, the directors do not consider that any reasonably likely changes in key 
assumptions would cause the carrying value of the goodwill to become impaired.
•	 ias12 ‘income taxes’. in applying the Group’s accounting policy in relation to deferred tax, as set out below, the directors are 
required to make assumptions regarding the Group’s ability to utilise historical tax assets following an assessment of the likely 
quantum and timing of future taxable profits. a deferred tax asset is recognised to the extent that the directors are confident that 
the Group’s future profits will utilise historical tax assets. 36
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
2. Accounting policies
the accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these 
Group financial statements. 
Intangible assets
a) Business combinations and goodwill
subject to the transitional relief in iFrs 1, all business combinations are accounted for by applying the purchase method. Goodwill 
represents amounts arising on acquisition of subsidiaries. in respect of business acquisitions that have occurred since 1 april 2006, 
goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and contingent 
liabilities acquired. identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of 
whether those rights are separable.
Goodwill is capitalised and is subject to an impairment review, both annually and when there are indications that its carrying value 
may not be recoverable. 
on 4 June 2007 the company, then named Blueheath holdings plc, became the legal parent company of Giant t opco limited in a 
share-for-share transaction. due to the relative values of the companies, the former Giant t opco limited shareholders became the 
majority shareholders with 90.36% of the enlarged share capital. as part of the business combination Blueheath holdings plc changed 
its name to Booker Group plc and changed its accounting reference date to 31 March. Following the transaction the company’s 
continuing operations and executive management were predominantly those of Giant t opco limited.
iFrs 3 ‘Business combinations’ defines the acquirer in a business combination as the entity that obtains control. accordingly, the 
combination was accounted as a reverse acquisition i.e. as if Giant t opco limited had acquired Blueheath holdings plc in return for 
consideration equal to the fair value of the shares issued.
acquisition costs for acquisitions after 27 March 2010 are expensed to the income statement when incurred.
b) Other intangibles
customer relationships and know how are capitalised and amortised over 5 years.
Cash and cash equivalents
cash and cash equivalents comprise cash balances and deposits repayable on demand. Bank overdrafts that are repayable on 
demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for 
the purpose only of the statement of cash flows.
Cost of sales
cost of sales represents all costs incurred up to the point of sale including the operating expenses of the trading outlets.
Employee benefits
Defined contribution plans
obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.
Defined benefit plans
the Group’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that 
employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present 
value, and the fair value of any plan assets (at bid price) is deducted. the liability discount rate is the yield at the balance sheet date 
on aa credit rated bonds that have maturity dates approximating to the terms of the Group’ s obligations. the calculation is performed 
by a qualified actuary using the projected unit credit method.
all actuarial gains and losses as at 1 a pril 2006, the date of transition to a dopted iFrs s, were recognised. in respect of actuarial gains 
and losses that arise subsequent to 1 april 2006 the Group recognises them in the period they occur directly in other comprehensive 
income.
where the calculation results in a benefit to the Group, the asset recognised is limited to the present value of any future refunds from 
the plan or reductions in future contributions to the plan.
the expected return on pension scheme assets (recorded net of the costs to administer the scheme) and the interest on pension 
scheme liabilities are shown in net finance costs within the income statement. Booker Group plc
annual report & accounts 2011
37
Short-term benefits
short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. 
a provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has 
a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation 
can be estimated reliably.
Financial instruments
Cash flow hedges
the Group used a cash flow hedge to manage its exposure to interest rate risks arising from financing activities and they are stated 
at fair value. the fair value is the estimated amount the Group would receive or pay to terminate these instruments at the balance 
sheet date, taking into account current interest rates and the current creditworthiness of the instruments’ counterparties. changes in 
the fair value, that are designated and effective as hedges of the future volatility of interest expense, are recognised directly in other 
comprehensive income. the ineffective portion is recognised in the income statement.
Financial instruments issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions: 
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to ex-change financial assets 
or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and 
(b) where the instrument will or may be settled in the company’s own equity instruments, it is either a non-derivative that includes 
no obligation to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the 
company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
t o the extent that this definition is not met, the proceeds of issue are classified as a financial liability. where the instrument so classified 
takes the legal form of the company’s own shares, the amounts presented in these financial statements for called up share capital 
and share premium account exclude amounts in relation to those shares. 
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with 
financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.
Foreign currency
t ransactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. 
Foreign exchange differences arising on translation are recognised in the income statement. non-monetary assets and liabilities that 
are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Guarantees
third party property guarantees are initially recognised as a financial liability under ias 37 ‘provisions, contingent liabilities and 
contingent assets’. these are measured and recognised at fair value. these property guarantees are included within ‘provisions’ 
on the balance sheet.
Impairment 
the carrying values of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date 
to determine whether there is any indication of impairment. if any such indication exists, the asset’s recoverable amount is estimated 
and compared to the carrying amount.
an impairment loss is recognised to the extent that the carrying value of an asset exceeds its recoverable amount and is recognised 
in the income statement.
Inventories
inventories are stated at the lower of cost and net realisable value. cost is based on the weighted average principle and includes 
certain warehousing and distribution costs incurred in bringing the inventory to their existing location less supplier volume rebates. 
net realisable value is the estimated selling price less the estimated costs of disposal.
Interest bearing borrowings
interest bearing borrowings are recognised in the balance sheet at amortised cost. costs associated with extending the bank facility 
are recognised in the income statement over the life of the facility. all other borrowing costs are recognised in the income statement 
in the period in which they are incurred. 38
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
2. Accounting policies continued
Leases
Operating lease payments
payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. 
where a lease has a minimum fixed increase, the total minimum lease payments are spread over the lease term. the total amount 
payable over the life of the lease remains unchanged but the timing of the income statement charge changes. the excess of the rent 
charged over the cash payment in any period will be held on the balance sheet within ‘accruals and deferred income’.
lease incentives received are recognised in the income statement as an integral part of the total lease expense. 
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. the finance 
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining 
balance of the liability.
Net financing costs
interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.
Operating segments
iFrs 8 ‘operating segments’ requires that the segments should be reported on the same basis as the internal reporting information 
that is provided to the chief operating decision maker. the chief operating decision maker has been identified as the ceo. internal 
reports reviewed regularly by the ceo focus on the operations of the Group as a whole and report the results and financial position 
on an iFrs basis. whilst turnover is reported internally by customer and product types, it is not possible to analyse profitability 
and balance sheets in this way. products flow through the same distribution channels and there are a large amount of expenses 
and assets/ (liabilities) that are not specific. none of these possible segments have a unique management structure responsible for 
getting the product from the supplier to the customer. the Group has no significant reliance on any individual customers. at present 
the operation in india is insignificant and the directors therefore present the financial statements as a single reportable segment.
Property, plant and equipment
property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. where parts of an item of 
property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. 
labour and associated costs that have been incurred specifically on the ‘extra’ business centre conversions have been capitalised 
in leasehold improvements and are being depreciated over the lesser of 10 years or the number of years remaining on the lease.
leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance 
leases. where land and buildings are held under leases the accounting treatment of the land is considered separately from that 
of the buildings. leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and 
the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. 
depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of 
property, plant and equipment. Freehold land is not depreciated. the estimated useful lives are as follows:
•	 leasehold improvements  lesser of the unexpired term of the lease and 50 years
•	 plant and equipment  3-10 years
•	 Motor vehicles   4 years
Provisions
a provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past 
event, and it is probable that an outflow of economic benefits will be required to settle the obligation. if the effect is material, provisions 
are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax rate that reflects the time value of money 
and the risks specific to the liability.
Revenue 
revenue is recognised when goods are received by the customer and the risks and rewards of ownership have passed to them. 
revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods net of 
discounts, volume rebates and value added tax. discounts are accounted for in the period they are earned. provision is made for 
expected customer returns. Booker Group plc
annual report & accounts 2011
39
Share based payments
the Group has issued equity settled share based payments to certain employees in exchange for services rendered by them. the 
fair value is measured using an option valuation model at the date of grant and is recognised as an employee expense over the 
period in which the employees become unconditionally entitled to the options, with a corresponding increase in equity, shown in 
a separate share option reserve. this valuation is based on estimates of the number of options that will eventually vest, taking into 
account service conditions and market performance.
the dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Supplier rebates
supplier allowances and credits are recorded as a reduction of cost of sales as they are earned according to the underlying agreement. 
allowances consist primarily of promotional allowances, quantity discounts and payments under merchandising agreements. amounts 
received under promotional or other merchandising allowance agreements that require specific performance are recognised when 
the performance is satisfied, the amount is fixed and determinable and the collection is reasonably assured. 
Taxation
t ax expense included in the income statement comprises current and deferred tax.
current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at 
the balance sheet date, and any adjustment to tax payable in respect of previous periods.
tax is recognised in the income statement except to the extent it relates to items recognised directly in equity, in which case it is 
recognised in equity.
deferred tax is provided using the Balance sheet liability method, providing for temporary differences between the carrying amounts 
of assets (excluding goodwill) and liabilities for financial reporting purposes and the amounts used for taxation purposes. deferred 
tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. deferred 
tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which 
case deferred tax is also dealt with in equity. deferred tax assets are only recognised to the extent that, following an assessment of 
the quantum and timing of future taxable profits, it is probable that future taxable profits will be available against which deductible 
temporary differences can be utilised.
the carrying amount of deferred tax assets is reviewed at each balance sheet date and the amount which is recognised is increased 
or reduced to the extent that it is then probable or no longer probable that sufficient taxable profits will be available to allow all or part 
of the asset to be recovered. deferred tax assets and liabilities are offset against each other when they relate to income taxes levied 
by the same tax jurisdiction and when the Group intends to settle its current tax assets and liabilities on a net basis. 40
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
3. Revenue
2011
£m
2010
£m
non tobacco 2,236.2 2,091.3
t obacco 1,359.6 1,295.6
3,595.8 3,386.9
4. Profit before tax
this is stated after charging: 
2011
£m
2010
£m
depreciation of property, plant and equipment (note 9) 12.6 14.0
amortisation of intangibles (note 10) 0.1 –
loss on disposal of property, plant and equipment 0.1 0.1
operating lease rentals – land and buildings 44.6 40.4
operating lease rentals – plant and machinery 8.2 7.4
during the period the Group incurred the following costs for services provided by the company’s auditors:
audit of these financial statements 0.1 0.1
audit of financial statements of subsidiaries pursuant to legislation 0.2 0.2
other services 0.1 0.2
0.4 0.5
5. Staff numbers and costs
the average number of persons employed by the Group during the period, was as follows:
2011
Number
2010
Number
Business centre, distribution and selling 8,533 8,282
administration 530 459
9,063 8,741
the increase in the average number of persons employed by the Group was partly due to the inclusion of those persons employed 
in the businesses acquired during the period and additional operational staff employed to support the increase in trading activity.
the aggregate payroll costs of these persons were as follows: £m £m
wages and salaries 150.1 139.1
social security costs 15.4 14.1
equity settled share based payments 2.1 1.4
other pension costs 3.3 3.1
170.9 157.7
details of directors’ remuneration are provided in the remuneration report.
  Booker Group plc
annual report & accounts 2011
41
6. Finance income and expense 
2011
£m
2010
£m
expected return on pension scheme assets 35.5 30.0
interest on pension scheme liabilities (31.5) (28.8)
net income attributable to pension scheme 4.0 1.2
Finance income 4.0 1.2
interest on bank loans and overdrafts (5.1) (6.8)
unwinding of discount on provisions (2.0) (2.2)
amortisation of financing costs (2.0) (1.6)
Finance expense (9.1) (10.6)
net financing costs (5.1) (9.4)
7. Tax
i) Analysis of charge in the period
2011
£m
2010
£m
Arising in respect of current period
current tax 14.5 10.5
deferred tax 3.3 4.4
17.8 14.9
Arising in respect of prior periods
adjustments in respect of prior periods (5.5) (4.4)
Benefit of recognition of deferred tax asset – (0.9)
(5.5) (5.3)
t otal tax charge 12.3 9.6
uK corporation tax is calculated at 28% (2010: 28%) of the estimated assessable profit for the period. t axation in other jurisdictions 
is calculated at the rates prevailing in respective jurisdictions. 42
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
7. Tax continued
ii) Reconciliation of effective tax rate
the differences between the total tax charge shown above and the amount calculated by applying the standard rate of uK corporation 
tax to the profit before tax is as follows:
2011
£m
2010
£m
profit before tax 71.4 57.2
t ax using the current uK corporation tax rate of 28% (2010: 28%) 20.0 16.0
non deductible expenses 1.4 1.4
recognition of previously unrecognised temporary differences (4.0) (3.4)
impact of change in future tax rates 0.4 –
adjustments in respect of prior periods (5.5) (4.4)
t otal tax charge 12.3 9.6
effective tax rate 17.2% 16.8%
iii) Tax relating to components of other comprehensive income 
2011
£m
2010
£m
deferred tax credit/(charge) on:
retirement benefit obligations 0.3 9.1
cash flow hedge (0.4) (0.8)
(0.1) 8.3
Factors that may affect future current and total tax charge:
the corporation tax applicable to the company was 28% in the current period. From 1 april 2011 the corporation tax rate payable 
by the company was to reduce to 27% with further 1% reductions each year until 2014/15 (stabilising at a rate of 24%). in the 
chancellor’s budget in March 2011, it was announced that the corporation tax rate in the uK would instead reduce to 26% from 1 
april 2011, with further 1% reductions each year until 2014/15 (stabilising at a rate of 23%). as the change in rate of corporation tax 
to 27% was enacted as at 25 March 2011, deferred tax has been accounted for at that rate in these financial statements. as the 
subsequent change in rate of corporation tax to 26% was not enacted as at 25 March 2011 deferred tax has not been accounted 
for at this new rate and the impact of the change is not expected to be material.
8. Earnings per share
Basic earnings per share are calculated by dividing the profit after tax by the weighted average number of ordinary shares outstanding 
during the period.
diluted earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding 
share options and dilutive shares issuable under the Group’s share plans.
2011 2010
Earnings 
£m
Weighted 
average 
shares 
Number m
Earnings 
per share 
Pence
Earnings 
£m
Weighted 
average 
shares 
Number m
Earnings 
per share 
Pence
Basic eps 59.1 1,515.0 3.90 47.6 1,491.2 3.19
share options – 44.4 (0.11) – 36.8 (0.08)
diluted eps 59.1 1,559.4 3.79 47.6 1,528.0 3.11
the number of shares included in the diluted eps in relation to the saye and the share option schemes has been calculated in 
accordance with ias 33 ‘earnings per share’. Booker Group plc
annual report & accounts 2011
43
9. Property, plant & equipment
Freehold
£m
Long 
Leasehold
£m
Short 
Leasehold
£m
Plant & 
Equipment
£m
Motor 
Vehicles
£m
Total
£m
Cost
at 27 March 2009 0.3 10.4 36.0 217.2 6.6 270.5
additions – 5.9 0.3 9.3 – 15.5
disposals (0.2) – (0.8) (3.0) (0.3) (4.3)
reclassifications – 0.2 – (0.2) – –
at 26 March 2010 0.1 16.5 35.5 223.3 6.3 281.7
additions – 4.1 0.1 7.7 – 11.9
disposals – – – (1.4) (0.9) (2.3)
acquired (note 24) 0.2 – 0.1 2.8 1.7 4.8
At 25 March 2011 0.3 20.6 35.7 232.4 7.1 296.1
Depreciation
at 27 March 2009 – 1.0 23.3 182.1 5.9 212.3
provided during the period – 1.2 1.6 11.0 0.2 14.0
disposals – – (0.8) (3.0) (0.3) (4.1)
at 26 March 2010 – 2.2 24.1 190.1 5.8 222.2
provided during the period – 1.6 1.0 9.7 0.3 12.6
disposals – – – (1.4) (0.8) (2.2)
acquired (note 24) – – 0.1 2.1 0.8 3.0
At 25 March 2011 – 3.8 25.2 200.5 6.1 235.6
Net book value
At 25 March 2011 0.3 16.8 10.5 31.9 1.0 60.5
at 26 March 2010 0.1 14.3 11.4 33.2 0.5 59.5
at 27 March 2009 0.3 9.4 12.7 35.1 0.7 58.2
the cost of freehold properties includes land of £0.3m (2010: £0.1m) on which depreciation is not provided.
the net book value of plant and equipment includes £0.2m (2010: £nil) and motor vehicles £0.3m (2010: £nil) in respect of assets 
held under finance leases.  44
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
10. Intangible assets 
Goodwill 
£m
Customer 
relationships 
£m
Know how 
£m Total £m
Cost 
at 26 March 2010 423.9 – – 423.9
acquired in a business combination (note 24) 12.5 0.5 – 13.0
additions – – 0.5 0.5
At 25 March 2011 436.4 0.5 0.5 437.4
Amortisation
at 26 March 2010 – – – –
charge for the period – 0.1 – 0.1
At 25 March 2011 – 0.1 – 0.1
Net book value
At 25 March 2011 436.4 0.4 0.5 437.3
at 26 March 2010 423.9 – – 423.9
Goodwill arose in the Group following
•	 the acquisition of the Big Food Group limited by Giant t opco limited in 2005
•	 the reverse acquisition of Blueheath holdings plc in 2007
•	 the acquisition of ritter-courivaud limited in 2010
•	 the acquisition of the trade and assets of classic drinks in 2010
under ias 36 ‘impairment of assets’, the Group is required to test its fixed assets for impairment at least annually, or more frequently 
if indicators of impairment exist. impairment reviews compare the carrying value of the goodwill contained in each cash generating 
unit (‘cGu’) with its recoverable amount.
the recoverable amount of each cGu is considered to be its value in use, calculated by reference to the Group’s pre tax cash flow 
projections based on the Group’s approved budget for 2012 and plan for 2013. cash flows beyond this period are extrapolated 
into perpetuity using an estimated growth rate of 2% (2010: 2%), being the directors’ estimated view of the long term compound 
growth in the economy. this is considered appropriate because the cGu is considered to be a long term business. the discount 
rate used reflects the market assumptions for the risk free rate and equity risk premium and also takes into account the cost of debt.
the main assumptions on which the forecast cash flows were based include the level of sales, gross margin and expenses within 
the business and have been set by the directors based on their past experience of the business and its industry together with their 
future plans for the business and expectations of the market. the level of sales depends upon the size of the markets in which the 
Group operates together with the directors’ estimations of its market share and competitive pressures. Gross margin is dependent 
upon the net costs to the business of purchasing products together with the level of supplier rebates and income to support sales 
activities. expenses are based on the current cost base of the Group adjusted for variable costs and known plans for the business. 
the directors believe that two cGus now exist within the Group:
a) Ritter
a pre tax discount rate of 10.8% has been applied to the projected cash flows. 
a sensitivity analysis has been performed in order to review the impact of changes in key assumptions. w ith all other assumptions 
held constant, an increase in the pre tax discount rate to 32% or a decline in growth of -27% does not identify that an impairment 
is required. the headroom is assessed in the impairment review as £35m.
b) remaining business excluding Ritter
a pre tax discount rate of 11.2% (2010: 11.2%) has been applied to the projected cash flows.  Booker Group plc
annual report & accounts 2011
45
a sensitivity analysis has been performed in order to review the impact of changes in key assumptions. w ith all other assumptions 
held constant, an increase in the pre tax discount rate to 18.5% or a decline in growth of -6.5% does not identify that an impairment 
is required. the headroom is assessed in the impairment review as £395m.
the directors believe that the assumptions on which the carrying value of fixed assets is supported are reasonable and that no 
impairment to fixed assets is required.
during the period, the Group paid £0.5m for a 50% shareholding in provenance t oo limited which holds the intellectual property in 
provenance limited (‘provenance’). provenance provides procurement services to the Group. 
11. Deferred tax assets and liabilities
Recognised deferred tax assets
the following are the major deferred tax assets recognised by the Group:
Decelerated 
tax 
depreciation
£m
Short term 
timing 
differences
£m
Retirement 
benefit 
obligations
IAS 19
£m
Property 
leases
IAS17
£m
Financial 
instruments
IAS 39
£m
Share based 
payments
IFRS 2
£m
Total
£m
at 27 March 2009 4.8 – 0.6 3.3 3.2 0.4 12.3
credit/(charge) 
to the income statement 0.9 0.5 (3.6) 0.3 (2.0) 0.4 (3.5)
credit/(charge) to equity – – 9.1 – (0.8) – 8.3
at 26 March 2010 5.7 0.5 6.1 3.6 0.4 0.8 17.1
credit/(charge) 
to the income statement 0.5 0.1 (4.2) – – 0.3 (3.3)
credit/(charge) to equity – – 0.3 – (0.4) – (0.1)
at 25 March 2011 6.2 0.6 2.2 3.6 – 1.1 13.7
ias 12 ‘income t axes’ permits the offsetting of balances within the same tax jurisdiction. all of the deferred tax assets were available 
for offset against deferred tax liabilities.
Unrecognised deferred tax assets
Based on an assessment of the quantum and timing of future taxable profits, deferred tax assets have not been recognised in 
respect of the following:
2011 
£m
2010 
£m
property, plant and equipment – 3.0
t ax losses 6.7 12.6
surplus act carried forward 30.0 30.0
36.7 45.6
the amounts of unrecognised deferred tax assets disclosed in the above table represent net amounts. at the balance sheet date 
the Group had surplus unclaimed capital allowances of £23m (2010: £31m) of which £nil (2010: £10m) are not recognised. the 
Group also has unutilised tax trading losses of £23m (2010: £33m), unutilised non trading losses of £1m (2010: £12m) and surplus 
act of £30m (2010: £30m), all of which are not recognised on the basis that recovery is not probable. there are no expiry dates 
attributed to any of the above.
the Group does not have any unremitted overseas earnings.
12. Inventories
2011 
£m
2010 
£m
Goods held for resale 220.4 214.1 46
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
13. Trade and other receivables 
2011 
£m
2010 
£m
t rade receivables 49.1 37.2
allowance for doubtful debts (4.7) (3.8)
44.4 33.4
prepayments and accrued income 42.7 38.8
87.1 72.2
t rade receivables of £44.4m (2010: £33.4m) comprise principally of amounts receivable from the sale of goods and are classified 
as loans and receivables in note 16.
the movement in the allowance for doubtful debts is as follows:
2011
 £m
2010 
£m
at start of period 3.8 3.8
acquired through business combinations 0.2 –
utilised in the period (0.8) (0.7)
charged to income statement 1.5 0.7
4.7 3.8
14. Trade and other payables 
2011
£m
2010 
£m
i) Current
t rade payables 367.0 357.7
other taxes and social security costs 24.3 20.0
other payables 4.7 5.2
accruals and deferred income 28.2 25.9
424.2 408.8
ii) Non-Current
accruals and deferred income 28.3 28.2
t rade payables, other payables and accruals and deferred income of £399.9m (2010: £388.8m) are classified under financial liabilities 
in note 16.
the non-current accruals and deferred income relate mainly to lease incentives and guaranteed minimum lease payments. Booker Group plc
annual report & accounts 2011
47
15. Interest bearing loans and borrowings
a) Summary  
2011 
£m
2010 
£m
Bank loan 20.0 40.0
obligations under finance leases 0.4 –
20.4 40.0
less: unamortised arrangement fees (1.3) (3.3)
19.1 36.7
current liabilities 0.3 –
non-current liabilities 18.8 36.7
19.1 36.7
b) Borrowings contractually repayable 
2011 
£m
2010 
£m
on demand or within one year 0.3 –
Between one and two years 20.1 –
Between two to five years – 40.0
20.4 40.0
c) Obligations under finance leases 
2011 
£m
2010 
£m
the maturity of these amounts is as follows:
w ithin one year 0.3 –
Between one and two years 0.1 –
0.4 –
there is no material difference between the net amounts payable under finance leases disclosed above and the gross amounts 
including interest payments.
d) Borrowing facilities
the Group held at 25 March 2011 a £20.0m bank loan and a £136.0m revolving credit facility available until June 2012. these 
facilities are provided by Bank of scotland plc and Barclays plc. the bank loan and revolving credit facility are secured against the 
assets of the Group. there are cross guarantees between all Group companies (other than dormant subsidiaries). the bank loan and 
revolving credit facility bear floating interest rates linked to liBor plus a margin of 2.0% to 2.6%. in the event of default of covenants 
on the bank facility, the principal amounts and any interest accrued are repayable on demand.
2011 
£m
2010 
£m
Bank loan repayable 20.0 40.0
Facility available 136.0 146.0
Bank guarantees (19.3) (30.7)
overdraft – –
undrawn facility available 116.7 115.3
of the £136.0m facility available, £22.9m (2010: £32.9m) related to bank guarantees.
subsequent to the year end, bank guarantees of £15.0m were released and the revolving credit facility was reduced to £121.0m. 48
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
16. Financial instruments
details of significant accounting policies and methods adopted, including the basis of measurement and the basis on which income 
and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2.
the book value and fair value of the financial instruments are as follows:
Book value Fair value
Note
2011 
£m
2010 
£m
2011 
£m
2010 
£m
Financial assets
loans and other receivables 44.4 33.4 44.4 33.4
cash and cash equivalents 46.2 43.7 46.2 43.7
90.6 77.1 90.6 77.1
Financial liabilities
other financial liabilities a – (1.6) – (1.6)
Borrowings b (20.0) (40.0) (18.7) (37.7)
t rade and other payables (399.9) (388.8) (399.9) (388.8)
property guarantees c (4.0) (4.0) (4.0) (4.0)
(423.9) (434.4) (422.6) (432.1)
loans and other receivables represent amounts receivable from the sale of goods, together with amounts due from rebates (see 
note 13) and are initially measured at fair value and then subsequently held at amortised cost.
Fair values have been calculated as follows:
a) estimated by discounting estimated future cash flows based on the applicable yield curves derived from quoted interest rates
b) based on discounted expected future principal and interest cash flows
c) estimated by discounting estimated future cash flows based on the terms and maturity and risk of each guarantee crystallising
the following is an analysis of the undiscounted contractual cash flows payable under financial liabilities:
Due within 
1 year
£m
Due between 
1 and 2 years
£m
Due between 
2 and 3 years
£m
Due between 
3 and 4 years
£m
Over 4 years
£m
2011
Borrowings – 20.0 – – –
t rade and other payables 399.9 – – – –
399.9 20.0 – – –
2010
Financial instruments 1.6 – – – –
Borrowings – – 40.0 – –
t rade and other payables 388.8 – – – –
390.4 – 40.0 – –
it is not possible to quantify the timing of the cash flows relating to the property guarantees.
the undiscounted cash flows for borrowings differ from their carrying value in the balance sheet due to the inclusion of contractual 
interest payments and the adjustment for non cash items including unamortised borrowing costs. the undiscounted cash flows for 
financial instruments reflect the amounts payable on these instruments which differs from the fair value recorded on the balance 
sheet. there is no difference between the discounted and undiscounted cash flows associated with trade payables due to their 
short term nature. Booker Group plc
annual report & accounts 2011
49
Credit risk
the Group is predominantly a cash sales business with low levels of trade receivables in comparison to total sales for the year and has no 
significant concentration of credit risk, with exposure spread over a large number of customers. it is the Group’ s policy that all customers 
who wish to trade on credit terms are subject to credit verification procedures. the Group has an accounting policy to provide for certain 
overdue trade receivables based on past experience, and believe that there are no significant unprovided overdue financial assets.
Liquidity risk
the Group will finance operations and growth from existing cash resources, finance leases and committed borrowing facilities to ensure 
the constant availability of an appropriate amount of reasonably priced funding to meet both current and future forecast requirements.
Interest rate risk
the Group is exposed to interest rate risk as it has bank borrowings with a floating interest rate. this risk was managed by the use 
of interest rate contracts so that £40m was fixed at 4.98% and this swap expired on 24 March 2011. Following the repayment of 
£20m bank loans, the Group has chosen not to hedge its remaining £20m of borrowings.
2011 
£m
2010 
£m
interest rate swap designated and effective as cash flow hedging instrument – (1.6)
current liabilities – (1.6)
the movement in the fair value is as follows:
at start of period (1.6) (11.6)
effective portion of changes in the fair value of interest rate hedge 1.6 1.4
ineffective hedge transferred to the income statement – 1.4
cash settlement – 7.2
at end of period – (1.6)
a table showing the period cash flows associated with the interest rate contracts is shown on the previous page.
the impact on the income statement is considered to be equivalent to the impact on cash flows.
sensitivity analysis has been based on the exposure to interest rates on the borrowings that were outstanding at the balance sheet date. 
as the only borrowings outstanding are £20m of bank loans, a 1% increase in liBor will only increase the interest charge by £0.2m.
Capital risk
the Group’s objectives when managing capital are:
•	 to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and 
benefits for other stakeholders; and
•	 to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
the Group sets the amount of capital in proportion to risk. the Group manages the capital structure and makes adjustments to it 
in the light of changes in economic conditions and the risk characteristics of the underlying assets. in assessing the level of capital 
all components of equity are taken into account (i.e. share capital and retained earnings). the Group has £27.1m of net cash as at 
25 March 2011 and is not subject to externally imposed capital requirements. Management of capital therefore focuses around its 
ability to generate cash from its operations.
in order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to 
shareholders, issue new shares, or sell assets to raise funds. the Group believes it is meeting its objectives for managing capital as funds 
are available for reinvestment where necessary as well as being in a position to make returns to shareholders where this is felt appropriate.
Foreign currency risk
less than 1% of purchases are denominated in foreign currencies.
the majority of sales are denominated in sterling, with the exception of sales made from the Group’s indian operation which are 
denominated in rupees.
the directors do not consider that the Group has significant exposure to movements in foreign exchange and the Group does not 
hold any foreign exchange contracts. 50
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
17. Analysis of net cash
At 26 March 2010 
£m
Debt acquired on 
acquisition 
£m
Cash flow 
£m
Non cash 
items
 £m
At 25 March 2011 
£m
cash and cash equivalents 43.7 – 2.5 – 46.2
overdrafts – (3.2) 3.2 – –
43.7 (3.2) 5.7 – 46.2
Finance leases – (0.5) 0.1 – (0.4)
Bank loans (40.0) – 20.0 – (20.0)
unamortised arrangement fees 3.3 – – (2.0) 1.3
(36.7) (0.5) 20.1 (2.0) (19.1)
net cash 7.0 (3.7) 25.8 (2.0) 27.1
the £3.7m of debt acquired on acquisition relates to:
•	 ritter-courivaud limited £3.3m (see note 24)
•	 the trade and assets of classic drinks £0.4m (see note 24).
cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months 
or less. the carrying amount of these assets approximates their fair value.
18. Post employment benefits
the Group operates a variety of post employment benefit arrangements, covering both funded defined benefit and funded defined 
contribution schemes to provide benefits to both full-time and part-time employees. 
Defined contribution schemes
pension contributions of £3.3m (2010: £3.1m) were charged to defined contribution schemes in the period. included within accruals 
is £0.3m (2010: £0.3m) of outstanding pension contributions.
Defined benefit schemes
the Booker pension scheme (‘the scheme’) is a funded pension arrangement based on final salary and was closed to new entrants 
in o ctober 2001 with benefits ceasing to accrue from July 2002. h owever, active members’ benefits retain a link to their final salaries. 
the assets of the scheme are held separately from those of the Group and are invested by independent fund managers appointed 
by the t rustees. 
the benefit obligations as at 25 March 2011 have been calculated by an independent actuary on an ias 19 basis using membership 
data obtained from the 31 March 2010 triennial actuarial valuation which has then been updated to 25 March 2011.
(a) Major assumptions used by the actuary
2011 2010
discount rate 5.50% 5.70%
rate of increase in salaries 4.65% 5.00%
pension increases 3.40% 3.50%
rpi inflation 3.40% 3.50%
cpi inflation 2.70% –
expected rate of return on scheme assets
equities 8.00% 8.00%
Bonds 5.50% 5.70%
property 8.00% –
cash 0.50% 0.50% Booker Group plc
annual report & accounts 2011
51
on 8 July 2010, the Government announced its intention to change the measure of price inflation for private sector schemes from the 
retail prices index (‘rpi’) to the consumer prices index (‘cpi’). in light of this, the statutory revaluation orders published in January 
2011 were based on cpi for the first time and the statutory minimum requirement for pension increases in payment has been linked 
to cpi rather than rpi. the scheme’s t rust deed and rules are drafted in a way such that only the benefits of a small historical 
section of the scheme are impacted by this change. the revaluations in deferment and pension increases in payment for most of the 
scheme’s membership will continue to be linked to rpi. this has resulted in a credit of £3.7m recognised in other comprehensive 
income within actuarial losses during the period.
the average life expectancy in years of a member is as follows:
2011 2010
aged 65 retiring immediately (current pensioner) Male 20.7 19.4
Female 22.9 22.4
aged 40 retiring at 65 (future pensioner) Male 22.4 20.2
Female 24.2 23.1
(b) The amounts recognised in the balance sheet
2011 2010
£m % £m %
equities 278.6 51% 285.9 51%
Bonds 221.8 41% 253.0 45%
property 39.3 7% – –
cash 2.1 1% 24.6 4%
Fair value of scheme assets 541.8 100% 563.5 100%
present value of scheme liabilities (549.8) (585.3)
deficit in the scheme (8.0) (21.8)
(c) Movement in the fair value of Scheme assets
2011 
£m
2010 
£m
at start of period 563.5 437.8
employer contributions 11.0 11.6
expected return on scheme assets 35.5 30.0
actuarial gains 1.4 116.3
Benefits paid (69.6) (32.2)
at end of the period 541.8 563.5
the expected rate of return on assets is a weighted average based on the respective returns expected on the separate asset classes 
held by the scheme and then deducting the expected administration costs borne by the Group and an amount in respect of the 
ppF levy.
the expected rates of return on equities is set with reference to the expected long term return taking into account the expected 
out performance of equities over bonds. the expected return on property is set with the expectation of a similar return to an equity 
investment. the expected return on bonds is measured directly from actual market yields from corporate bonds at the balance sheet 
date reflecting the mandates held by the investment managers. 52
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
18. Post employment benefits continued
(d) Movement in the present value of Scheme liabilities
2011
£m
2010 
£m
at start of period (585.3) (439.8)
interest on scheme liabilities (31.5) (28.8)
actuarial losses (11.1) (148.9)
experience gains 8.5 –
Benefits paid 69.6 32.2
at end of the period (549.8) (585.3)
(e) Movement in the Scheme net liability
2011 
£m
2010
£m
at start of period (21.8) (2.0)
employer contributions 11.0 11.6
credit recognised in the income statement 4.0 1.2
actuarial loss recognised in other comprehensive income (1.2) (32.6)
at end of the period (8.0) (21.8)
(f) Amounts recognised in the income statement
2011 
£m
2010 
£m
expected return on scheme assets 35.5 30.0
interest on scheme liabilities (31.5) (28.8)
credited to finance income 4.0 1.2
(g) Cumulative actuarial gains and losses recognised in other comprehensive income
2011 
£m
2010 
£m
actuarial gain at start of period 87.9 120.5
actuarial loss recognised in other comprehensive income (1.2) (32.6)
actuarial gain at end of period 86.7 87.9
these cumulative gains reflect the total recognised since the acquisition of the Big Food Group plc by Giant t opco limited in 
February 2005.
(h) Actual return on Scheme assets
2011 
£m
2010 
£m
expected return 35.5 30.0
actuarial gains 1.4 116.3
36.9 146.3 Booker Group plc
annual report & accounts 2011
53
(i) Historical information
2011 
£m
2010 
£m
2009 
£m
2008 
£m
2007 
£m
Fair value of scheme assets 541.8 563.5 437.8 516.8 619.8
present value of scheme liabilities (549.8) (585.3) (439.8) (507.0) (647.1)
(deficit)/surplus in the scheme (8.0) (21.8) (2.0) 9.8 (27.3)
difference between actual and expected 
return on assets 1.4 116.3 (93.9) (47.2) (19.4)
percentage of scheme assets (%) 0.3% 20.6% 21.4% 9.1% 3.1%
experience gains/(losses) on scheme liabilities 8.5 (1.0) – 11.7 37.8
percentage of scheme liabilities (%) 1.5% 0.2% – 2.3% 5.8%
(j) Sensitivities
Below is listed the impact on the scheme liabilities of changing key assumptions whilst holding other assumptions constant:
discount rate +/- 0.1% decrease/increase liabilities by £9m
rpi inflation rate +/- 0.1% increase/decrease liabilities by £8m
life expectancy for current and future pensioners +/- 1 year increase/decrease liabilities by £15m
(k) Contributions to be paid
the t rustees of the scheme and Group have agreed a schedule of contributions for the next 5.5 years (up to october 2016) of £9.6m 
per annum. the Group has also agreed to meet the cost of certain expenses of the scheme estimated to be around £1.3m per annum.
19. Provisions
Property 
provisions
£m
Other
£m
Total
£m
at 26 March 2010 34.2 4.0 38.2
unwinding of discount 2.0 – 2.0
released to income statement – – –
utilised (5.6) – (5.6)
at 25 March 2011 30.6 4.0 34.6
the property provisions principally relate to:
•	 the onerous leases on property currently vacant or sublet for less than the cost of the underlying head lease
•	 the expected future dilapidation cost on leasehold properties
•	 the expected future costs of removing asbestos from leasehold properties. although not a health risk, the Group is legally required 
to undertake a programme of removal
property provisions are discounted at 7.0% (2010: 7.0%), being the long term expected yield for the Group’s leased properties and 
are expected to be utilised over the terms of the leases, with approximately £5.0m expected to be utilised in the year to March 2012.
other provisions relate to third party property guarantees, for which the timing and quantum of payments is uncertain. payment could 
be made on demand and the provision represents management’s current estimate of the future liability. 54
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
20. Share capital 
Number of 
shares
Share capital 
£m
Allotted, called up and fully paid
at start of period 1,494,038,480 14.9
shares issued 29,246,101 0.3
share options exercised 9,346,748 0.1
At end of period 1,532,631,329 15.3
the total authorised number of ordinary shares is 2,000,000,000 (2010: 2,000,000,000) with a nominal value of £0.01 per share.
the holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the company.
6,661,793 ordinary shares in the company (representing 0.43% of total shares issued) are held in trust by the trustee of the Booker 
employee Benefit t rust which was established in 2006 to hold shares on a discretionary basis for the benefit of employees of the 
Group from time to time. there has been no movement in the number of shares held in the trust during the year. 
21. Share capital and reserves
For movements in share capital and reserves please refer to the consolidated statement of changes in equity.
the merger reserve represents the capital adjustment required to reserves to effect the reverse acquisition.
the share option reserve comprises the fair value of outstanding share options charged to the profit and loss account.
the hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments 
related to hedged transactions that have yet to occur.
22. Dividends
dividends charged to reserves
2011 
£m
2010 
£m
Final dividend of 1.03 pence per share (2010: 0.67 pence per share) 
paid in respect of the prior period 15.4 10.0
interim dividend of 0.27 pence per share (2010: 0.24 pence per share) 
paid in respect of the current period 4.1 3.6
19.5 13.6
the directors are proposing a final dividend of 1.40 pence per share (2010: 1.03 pence per share), which will absorb £21.5m of 
equity (distributable reserves). subject to shareholder approval at the aGM, to be held on 6 July 2011, the dividend will be paid on 
8 July 2011 to shareholders on the register at 3 June 2011. the shares will go ex-dividend on 1 June 2011.  Booker Group plc
annual report & accounts 2011
55
23. Share based payments
the Group has a number of share schemes for employees. the total charge for the period relating to employee share-based payments 
was £2.1m (2010: £1.4m), all of which related to equity-settled share based transactions.
during the period the Group established a new performance share plan – psp 2010.
options were granted to senior employees which will vest and become exercisable three years from the date of the award subject 
to continued employment and the performance conditions mentioned below being satisfied and will lapse if not exercised within 
ten years of the date of award. a quarter of the shares subject to each option will vest on reaching each of the share prices of 60p, 
62.5p, 70p and 90p, in each case sustained over a consecutive 60 day period.
in connection with his appointment to the board, Guy Farrant was granted a special performance share award (in the form of a nil-
cost option) over 3.9 million shares in the company (‘the option’). the option is in two parts: one part relates to 2.1 million shares 
in Booker and the other part relates to 1.8 million shares. a third of the 2.1 million shares will vest on reaching each of the share 
prices of 52p, 56p and 58p. this part of the option can be exercised in three annual instalments, assuming that the relevant share 
price target has been reached by the end of each year (otherwise, the option can be exercised after three years to the extent that 
the targets have subsequently been reached by that time). a quarter of the 1.8 million shares will vest on reaching each of the share 
prices of 60p, 62.5p, 70p and 90p. to the extent that these share price targets are met, this part of the option can be exercised 
after three years. For each part of the option, each share price target has to be sustained over a consecutive 60 day period in order 
for the relevant part of the option to vest. 
awards under the psp 2008 vest over a two to three year period, subject to continued employment and certain share price targets 
being met. a quarter of the shares subject to each award will vest on reaching share prices of 28.75p, 30.5p, 34.5p and 46p over 
a consecutive 60 day period. as at 25 March 2011, all four share price targets have been met with half of the shares vesting in 
July 2010 and the remaining half vesting in July 2011, subject to continued employment at the dates of vesting.
the save as y ou earn scheme (‘saye’) is an all employee scheme under which employees were offered the opportunity to save up 
to £250 per month over a three year period with a fixed purchase price of 18.68 pence per share.
the fair value per option granted during the period and the assumptions used were as follows:
PSP 2010 (a) PSP 2010 (b) PSP 2008 SAYE 2008
pricing model Monte carlo Monte carlo Monte carlo Black scholes
share price at grant date 53.75p 53.75p 23.75p 24.25p
expected volatility 30% 30% 25% 25%
expected life 3 years 1-3 years 2-3 years 3 years 
risk free rate 1.1% 1.1% 5.0% 4.9%
expected dividend yield 2.4% 2.4% 2.5% 2.5%
Fair value at grant date 25.7p 25.7p 8.4p 7.4p
the Group also has one legacy share option scheme remaining which was granted by Blueheath holdings plc and vested following 
the reverse takeover in June 2007. 56
Booker Group plc
annual report & accounts 2011
continued
notes to the Group Financial stateMents
23. Share based payments continued 
the terms and conditions of the various share based payments are as follows:
Grant date Number (m) Vesting conditions Expiry date Exercise price
psp 2010 (a) option granted to
 senior employees
october 2010 11.3 3 year service october 2020 nil
psp 2010 (b) option granted to
 senior employee
october 2010 3.9 1-3 year service october 2020 nil
psp 2008 option granted to
 senior employees
July 2008 -
July 2009
27.1 2-3 year service July 2018 - 
July 2019
nil
saye saye to all staff July 2008 21.4 3 year service March 2012 18.68p
option granted to
 senior employees
May 2002 -
 december 2005
0.1 vested 2012-2015 80.5p to 110.0p
63.8
the number and weighted average exercise price of options is as follows:
2011 2010
Number of share
 options
Million
Weighted average 
exercise price
Pence
Number of share 
options
Million
Weighted average
exercise price
Pence
outstanding at beginning of period 59.1 7.4 65.9 7.5
Granted 15.2 – 0.4 –
Forfeited (1.2) 14.8 (1.9) 16.3
exercised (9.3) 0.4 (5.3) 5.1
outstanding at end of period 63.8 6.5 59.1 7.4
exercisable at end of period 8.1 0.1 Booker Group plc
annual report & accounts 2011
57
24. Acquisitions in the current period
a) Ritter-Courivaud Ltd
on 13 october 2010, the Group acquired the entire share capital of ritter-courivaud ltd and its subsidiaries in a share-for-share 
transaction. the consideration was £14.5m, reflecting the fair value of the 29.2m shares issued. a fair value adjustment of £0.1m 
has been made to writedown the trade receivables.
the profit and loss account of the ritter Group can be summarised as follows:
36 weeks to 
13 October 2010 
£m
Year to 
31 January 2010 
£m
t urnover 23.4 27.9
profit before tax 1.5 1.4
b) Classic Drinks
on 13 october 2010, the Group acquired the trading business and assets of classic drinks limited. the consideration was £3.7m 
of cash.
the acquisitions had the following effect on the Group’s assets and liabilities:
Ritter-Courivaud Ltd 
£m
Classic Drinks 
£m
property, plant and equipment 1.4 0.4
stocks 2.8 3.2
t rade and other receivables 5.4 –
t rade and other payables (4.3) –
Bank overdraft (3.2) –
interest-bearing borrowings (0.1) (0.4)
net fair value of identifiable assets and liabilities 2.0 3.2
Goodwill on acquisition (note 10) 12.0 0.5
customer relationships (note 10) 0.5 -
t otal consideration 14.5 3.7
the intangible assets have arisen as the acquisitions have provided access to a new customer base and a foothold in new areas of 
the wholesale market. accordingly, customer relationships and goodwill have been recognised on acquisition.
acquisition related costs have been expensed and included within administrative expenses, in accordance with iFrs 3 (revised) 
‘Business combinations’.  58
Booker Group plc
annual report & accounts 2011
25. Operating leases
the Group leases a number of trading properties under operating leases. the leases are typically of 5 to 20 years duration, although 
some have lessee only break clauses. lease payments are reviewed as contracted and increases applied accordingly. the Group 
also leased certain items of plant and equipment.
operating lease payments represent rents payable by the Group for certain of its wholesale, distribution and office properties and 
other assets such as motor vehicles. the leases have varying terms, escalation charges and renewal rights.
at the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable 
operating leases, which fall due are as follows:
Land and buildings Others
2011 
£m
2010 
£m
2011 
£m
2010 
£m
w ithin one year 50.0 48.0 5.2 3.6
w ithin two to five years 189.1 185.8 6.9 3.4
after five years 377.1 404.0 – –
616.2 637.8 12.1 7.0
t he Group subleases various wholesale, distribution and office properties under non-cancellable operating leases. t he total minimum 
operating sublease receipts expected to be received are as follows:
2011 
£m
2010 
£m
w ithin one year 1.9 1.8
w ithin two to five years 3.2 3.2
after five years 2.3 2.3
7.4 7.3
26. Capital commitments
the outstanding commitments at 25 March 2011 in respect of contracted capital expenditure not provided for amounted to 
approximately £2.5m (2010: £1.4m).
27. Related party transactions
only members of the Board are key management personnel. it is the Board who have responsibility for planning, directing and 
controlling the activities of the Group. Board compensation is disclosed in the remuneration report.
during the year, there were no material transactions or balances between the Group and its key management personnel or members 
of their close family.
continued
notes to the Group Financial stateMents Booker Group plc
annual report & accounts 2011
59
as at 25 March 2011
coMpany Balance sheet
Note
25 March 
2011
£m
26 March 
2010
£m
Fixed assets
investments 3 24.9 22.8
Debtors 4 116.2 71.6
Creditors due within one year 5 (41.7) (22.2)
Net current assets 74.5 49.4
Net assets 99.4 72.2
Capital and reserves
called-up share capital 6 15.3 14.9
share premium account 8 45.3 31.0
share option reserve 8 4.1 3.0
profit and loss account 8 34.7 23.3
Shareholders’ funds 9 99.4 72.2
these financial statements were approved by the Board of directors on 18 May 2011 and were signed on its behalf by:
Charles Wilson Jonathan Prentis
Director Director 60
Booker Group plc
annual report & accounts 2011
1. Accounting policies
Basis of preparation
the accounts have been prepared under the historical cost convention in accordance with applicable united Kingdom Generally 
accepted accounting practice (‘uK Gaap’). the following principal accounting policies have been applied consistently in dealing 
with items which are considered material in relation to the financial statements.
the company has taken advantage of the exemption contained in section 408 of the companies act 2006 from presenting its own 
profit and loss account.
Guarantees
where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, 
the company considers these to be insurance arrangements and accounts for them as such. in this respect, the company treats 
the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make 
a payment under the guarantee.
Investments
investments are stated at cost less any provision for impairment in value. the carrying values of investments are reviewed for 
impairment if events or changes in circumstances indicate the carrying values may not be recoverable.
Share based payments
the company has issued equity settled share based payments to employees of a subsidiary. the fair value is measured using 
an option valuation model, taking into account the terms and conditions upon which the options were granted. this fair value is 
accounted as an investment in the subsidiary with a corresponding increase in equity.
2. Profit and loss account
in accordance with the exemption permitted by section 408 of the companies act 2006, the profit and loss account of the company 
is not presented separately. the profit recognised for the 52 weeks ended 25 March 2011 was £29.9m (2010: profit £20.0m).
the audit fee of £0.1m (2010: £0.1m) for the current and prior period was borne by another group undertaking without recharge.
3. Investments
Shares in subsidiary 
undertakings £m
Capital contribution 
£m
Total £m
Cost and net book value
At start of period 20.0 2.8 22.8
capital contribution – 2.1 2.1
At end of period 20.0 4.9 24.9
the capital contribution relates to the cost of granting share based payments to employees of subsidiary undertakings – details are 
shown in note 23 of the Group financial statements.
the company’s principal subsidiary undertakings at 25 March 2011, all of which are wholly owned and registered in the united 
Kingdom are as follows:
Name of company Principal activities
Booker limited wholesaler
Booker direct limited wholesaler
Giant t opco limited* intermediate holding company
ritter-courivaud limited wholesaler
* direct subsidiary of Booker Group plc
Full details of all Group subsidiary undertakings are included in the company’s annual return filed with companies house.
notes to the coMpany Financial stateMents Booker Group plc
annual report & accounts 2011
61
4. Debtors
2011 
£m
2010 
£m
amounts owed by Group undertakings 116.2 71.6
amounts owed by Group undertakings are interest free, unsecured and payable on demand.
5. Creditors due within one year
2011 
£m
2010 
£m
amounts owed to Group undertakings 41.7 22.2
amounts owed to Group undertakings are interest free, unsecured and repayable on demand.
6. Share capital 
Number of shares Share capital 
£m
Allotted, called up and fully paid
at start of period 1,494,038,480 14.9
shares issued 29,246,101 0.3
share options exercised 9,346,748 0.1
At end of period 1,532,631,329 15.3
the total authorised number of ordinary shares is 2,000,000,000 (2010: 2,000,000,000) with a nominal value of £0.01 per share.
the holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the company.
7. Share options
the company has a number of share schemes for employees of the Group, details are shown in note 23 of the Group financial statements.
8. Reserves
Share capital
 £m
Share 
premium 
account 
£m
Share option 
reserve 
£m
Profit and 
loss account
 £m
Total
 £m
at start of period 14.9 31.0 3.0 23.3 72.2
retained profit for the period – – – 29.9 29.9
dividend – – – (19.5) (19.5)
capital contribution – – 2.1 – 2.1
shares issued 0.3 14.2 – – 14.5
share options exercised 0.1 0.1 (1.0) 1.0 0.2
At end of period 15.3 45.3 4.1 34.7 99.4 62
Booker Group plc
annual report & accounts 2011
8. Reserves continued
dividends charged to reserves
2011 
£m
2010 
£m
Final dividend of 1.03 pence per share (2010: 0.67 pence per share) paid in respect of the prior period 15.4 10.0
interim dividend of 0.27 pence per share (2010: 0.24 pence per share) paid in respect of the current period 4.1 3.6
19.5 13.6
the directors are proposing a final dividend of 1.40 pence per share (2010: 1.03 pence per share), which will absorb £21.5m of 
equity (distributable reserves). subject to shareholder approval at the aGM, to be held on 6 July 2011, the dividend will be paid on 
8 July 2011 to shareholders on the register at 3 June 2011. the shares will go ex-dividend on 1 June 2011.
9. Reconciliation of movement in shareholders’ funds
2011 
£m
2010 
£m
profit for the period 29.9 20.0
dividend (19.5) (13.6)
capital contribution 2.1 1.4
shares issued 14.5 –
share options exercised 0.2 0.2
shareholders’ funds at the start of the period 72.2 64.2
shareholders’ funds at the end of the period 99.4 72.2
10. Related party transactions
the company has taken advantage of the exemption under Frs 8 ‘related party t ransactions’ not to provide details of related 
party transactions with other wholly owned Group companies, as the company financial statements are presented together with 
the consolidated Group financial statements.
11. Contingent liabilities
the company has cross guaranteed the borrowings of other subsidiaries in the Group which at the period end amounted to £nil 
(2010: £21.1m).
notes to the coMpany Financial stateMents
continued Booker Group plc
annual report & accounts 2011
63
Statement of Directors’ responsibilities in respect of the Annual Report and Accounts
the directors are responsible for preparing the annual report and the Group and parent company financial statements in accordance 
with applicable law and regulations.
company law requires the directors to prepare Group and parent company financial statements for each financial year. under that 
law they are required to prepare the Group financial statements in accordance with iFrss as adopted by the eu and applicable law 
and have elected to prepare the parent company financial statements in accordance with uK accounting standards and applicable 
law (uK Generally accepted accounting practice).
under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair 
view of the state of affairs of the Group and parent company and of their profit or loss for that period. in preparing each of the Group 
and parent company financial statements, the directors are required to:
•	 select suitable accounting policies and then apply them consistently;
•	 make judgements and estimates that are reasonable and prudent;
•	 for the Group financial statements, state whether they have been prepared in accordance with iFrss as adopted by the 
eu;
•	 for the parent company financial statements, state whether applicable uK accounting standards have been followed, subject 
to any material departures disclosed and explained in the parent company financial statements; and
•	 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent 
company will continue in business. 
the directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s 
transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to 
ensure that its financial statements comply with the companies act 2006. they have general responsibility for taking such steps as 
are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
under applicable law and regulations, the directors are also responsible for preparing a directors’ report, directors’ remuneration 
report and corporate Governance statement that complies with that law and those regulations.
the directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s 
website. legislation in the uK governing the preparation and dissemination of financial statements may differ from legislation in 
other jurisdictions. 
Responsibility statement of the Directors in respect of the Annual Report and Accounts
w e confirm that to the best of our knowledge:
•	 the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the 
assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken 
as a whole; and
•	 the directors’ report includes a fair review of the development and performance of the business and the position of the issuer and 
the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties 
that they face.
By order of the Board
Charles Wilson Jonathan Prentis
Director Director
18 May 2011
stateMent oF directors’ responsiBilities 64
Booker Group plc
annual report & accounts 2011
we have audited the financial statements of Booker Group plc 
for the period ended 25 March 2011 set out on pages 30 to 
62. the financial reporting framework that has been applied in 
the preparation of the Group financial statements is applicable 
law and international Financial reporting standards (iFrss) as 
adopted by the eu. the financial reporting framework that has 
been applied in the preparation of the parent company financial 
statements is applicable law and uK accounting standards (uK 
Generally accepted accounting practice).
this report is made solely to the company’ s members, as a body, in 
accordance with chapter 3 of part 16 of the companies act 2006. 
our audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to 
them in an auditor’ s report and for no other purpose. t o the fullest 
extent permitted by law, we do not accept or assume responsibility 
to anyone other than the company and the company’ s members, 
as a body, for our audit work, for this report, or for the opinions 
we have formed.
Respective responsibilities of Directors and 
Auditor
as explained more fully in the directors’ responsibilities statement 
set out on page 63, the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a 
true and fair view. our responsibility is to audit, and express an 
opinion on, the financial statements in accordance with applicable 
law and international standards on auditing (uK and ireland). 
those standards require us to comply with the auditing practices 
Board’s (‘apB’s’) ethical standards for auditors.
Scope of the audit of the financial statements
a description of the scope of an audit of financial statements is 
provided on the (apB’s) website at www.frc.org.uk/apb/scope/
private.cfm.
Opinion on financial statements
in our opinion:
•	 the financial statements give a true and fair view of the state 
of the Group’s and of the parent company’s affairs as at  
25 March 2011 and of the Group’s profit for the 52 weeks 
then ended;
•	 the Group financial statements have been properly prepared 
in accordance with iFrss as adopted by the eu;
•	 the parent company financial statements have been properly 
prepared in accordance with uK Generally accepted 
accounting practice;
•	 the financial statements have been prepared in accordance 
with the requirements of the companies act 2006; and, as 
regards the Group financial statements, article 4 of the ias 
regulation.
Opinion on other matters prescribed by the 
Companies Act 2006
in our opinion:
•	 the part of the directors’ remuneration report to be 
audited has been properly prepared in accordance with the 
companies act 2006;
•	 the information given in the directors’ report for the financial 
period for which the financial statements are prepared is 
consistent with the financial statements.
Matters on which we are required to report  
by exception
w e have nothing to report in respect of the following:
under the companies act 2006 we are required to report to you 
if, in our opinion:
•	 adequate accounting records have not been kept by the 
parent company, or returns adequate for our audit have not 
been received from branches not visited by us; or
•	 the parent company financial statements and the part of 
the directors’ remuneration report to be audited are not in 
agreement with the accounting records and returns; or
•	 certain disclosures of directors’ remuneration specified by 
law are not made; or
•	 we have not received all the information and explanations we 
require for our audit.
under the listing rules we are required to review:
•	 the directors’ statement, set out on page 29, in relation to 
going concern;
•	 the part of the corporate Governance statement relating to the 
company’s compliance with the nine provisions of the June 
2008 combined code specified for our review; and
•	 certain elements of the report to shareholders by the Board 
on directors’ remuneration.
Nicola Quayle
(Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
st. James’ square 
Manchester 
M2 6ds
18 May 2011
independent auditor’s report to 
the MeMBers oF BooKer Group plc booker is the u K’s leading food wholesaler.
Highlights 1
business profile 2
chairman’s statement 3
chief executive’s review 4
group Finance Director’s report 7
Directors and officers 10
corporate governance 11
remuneration report 19
Directors’ report 26
consolidated Income statement 30
consolidated statement of comprehensive Income 30
consolidated balance sheet 31
consolidated cash Flow statement 32
consolidated statement of changes in equity 33
notes to the group Financial statements 34
company balance sheet  59
notes to the company Financial statements 60
statement of Directors’ responsibilities 63
Independent auditor’s report to the Members of booker group plc 64
Directors, officers and professional advisers 65
notes: this document includes forward looking statements with respect to Booker Group plc’s (the Group's) plans and its current goals and expectations relating to its future financial condition, 
performance and results. these forward looking statements sometimes contain words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'may', 'might', 'will', 'could ' or 
other words of similar meaning. Any forward looking statements made throughout this document represent management's best judgement as to what may occur in the future. However, by their nature, 
forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond the Group's control, including, among 
other things, those risks listed in the corporate Governance section of these Report and Accounts. As a result, the Group's actual financial condition, performance and results for the current and 
future fiscal periods and corporate developments may differ materially from those expressed or implied by the plans, goals and expectations set forth in any forward-looking statements, and persons 
receiving this document should not place reliance on forward-looking statements. 
the Group expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other forward-
looking statements it may make or to reflect any change in the Group's expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement is 
based. Forward-looking statements made in this document are current only as of the date on which such statements are made. 
65
directors
richard rose
Non-Executive Chairman
charles Wilson
Chief Executive
Jonathan prentis
Group Finance Director
Mark aylwin
Executive Director
guy Farrant
Executive Director
bryn satherley
Executive Director
lord karan bilimoria
Non-Executive Director
andrew cripps
Non-Executive Director
stewart gilliland
Non-Executive Director
karen Jones
Non-Executive Director
Company secretary
Mark chilton
registered office
equity House
Irthlingborough road 
Wellingborough
northants 
nn8 1lt
registered number 
05145685 (england)
Website 
www.bookergroup.com
bankers 
bank of scotland plc
155 bishopsgate 
london 
ec2M 3Yb
auditors
kpMg audit plc
st James’ square
Manchester 
M2 6Ds
brokers
Investec
2 gresham street
london 
ec2V 7Qp
Jp Morgan cazenove
10 aldermanbury
london 
ec2V 7rF
solicitors
clifford chance llp
10 upper bank street
london 
e14 5JJ
registrars 
computershare Investor services plc
po box 82
the pavillions
bridgwater road
bristol 
bs99 2nH
Financial Pr
t ulchan communications group
85 Fleet street
london
ec4Y 1ae
DIrectors, oFFIcers anD 
proFessIonal aDVIsers driving and broadening the business
booker group plc
annual report & accounts 2011
AnnuAl RepoRt & Accounts 2011
booker group plc
equity House
Irthlingborough road 
Wellingborough
northants nn8 1lt
www.bookergroup.com