Report & Accounts
2004 We provide high quality services for time sensitive
deliveries, offering excellent delivery performance
supported by information systems which are at the
forefront of the industry.
Following recent acquisitions and the development of
new services, we now offer an unparalleled range of
delivery options, all the way from heavier weight
palletised goods to letters under 60 grams.  In
particular UK Mail, the Group’s business mail
subsidiary, is the first company to offer nationwide
mail delivery services as an alternative to the 
Royal Mail.
Business Post is 
one of the UK’s
leading express
delivery companies
Contents
Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 4
Financial Review 14
Directors and Advisers 16
Corporate Governance 18
Corporate Social Responsibility 20
Remuneration Report 21
Directors’ Report 27
Independent Auditors’ Report 29
Consolidated Profit and Loss Account 30
Consolidated Balance Sheet 31
Company Balance Sheet 32
Consolidated Cash Flow Statement 33
Notes to the Financial Statements 34
Five Year Summary of Results 46
Notice of Meeting 47 Report & Accounts 2004
01
Business Post
Highlights
The year ended 31 March
2004 has seen another year
of successful progress in 
line with our three year plan.
Financial
Turnover up by 
23% to £192.7m
Operating profit before goodwill 
up by 22%
Operating profit after goodwill 
up by 20%
Earnings per share before 
goodwill up by 16%
Earnings per share after 
goodwill up by 12%
Dividends per share up 
7% to 18.0p
Operational
Deliveries of palletised goods now offered
through the acquisition of UK Pallets
Launch of UK Mail after the end of the year
Exceptional growth in home delivery
volumes via HomeServe I am pleased to report another year of considerable
progress, in line with the Three Year Plan set out in
November 2001.  In particular, pre-tax profit
increased substantially and a strong base has been
established for further profitable development.
FINANCE
On turnover up 23% at £192.7m, pre-tax profit increased
by 19% to £19.1m and earnings per share advanced by
16% to 24.5p, in both cases before deducting goodwill
amortisation of £0.4m (2003: £nil).
Pre-tax profit increased by 16% to £18.7m and earnings
per share advanced by 12% to 23.8p after the deduction
of goodwill amortisation.
Net cash inflow from operating activities rose strongly, to
£22.6m from £13.7m. For the first time since flotation in
1993, Business Post finished the year with net debt (of
£5.6m) and this was entirely due to the UK Pallets
acquisition.
Post-tax return on average net assets increased to 26.5%
from an already substantial 25.1%. 
DIVIDENDS
It is proposed that dividends per share be increased by
7% to 18.0p. 
The increased 1.36x cover by earnings per share before
goodwill amortisation (and 1.32x after goodwill
amortisation) is in the line with the Board’s policy of
increasing dividend cover whilst also increasing
dividends per share.
BUSINESS
The Three Year Plan envisaged two speed progress, with
the newer and smaller businesses advancing at a faster
rate than the traditional Express business-to-business
parcel activity, and this has proved to be the case in the
year under review. 
Whilst Express grew its turnover by 3% in the year, it
increased its market share to an estimated 7
1
/ 2% and
maintained its very high levels of service performance. 
Amongst the newer and smaller businesses, of special
note was the strong growth in HomeServe, operating in
the business-to-consumer market.Launched in January
2000, HomeServe’s turnover increase of 129% followed
an underlying 130% increase in the previous year.
In the year, Business Post made its most significant
acquisition to date, Weaver Pallet Express, since 
re-branded as UK Pallets, a nationwide express
palletised goods delivery service. This specialised
market is experiencing annual growth of around 30% and
we are delighted with this acquisition. 
Of historic significance, in February 2004 Business Post’s
subsidiary, UK Mail, and Royal Mail signed the first
agreement of its kind in Europe, enabling access to
Royal Mail’s downstream delivery network for UK Mail’s
Business Class service.  On 10 May 2004, UK Mail
transported its first letters on behalf of a customer, and
we are very optimistic about further developments this
year.
PERSONNEL
In October 2003, Russell Hodgson, Group Operations
Director, was promoted to Group Managing Director, Parcel
Services reporting to Paul Carvell, Chief Executive. Thereby,
Russell assumed responsibility for the Express, International
and HomeServe business units, all of which rely on the
shared parcels infrastructure of Network Services. By
bringing our parcel services together, we will bring additional
focus to the Group’s principal area of activities and assist us
in maximising our operational leverage.
Richard Saville retires as a non-executive Director on 31
May 2004, having been a non-executive Director since
October 1998. His replacement, who was appointed on 
1 April 2004, is Philip Stephens, aged 61, who was
involved in corporate finance and broking for more than
35 years until his retirement in 2002.
To all the Group employees and associates who are
involved in the owned and franchised depots, I extend
my thanks on behalf of all shareholders.
PROSPECTS
The Board expects further good progress in the current
year and remains very confident about the Group’s long
term potential.
Peter Kane
Chairman
‘‘
The Board remains very
confident about the Group’s
long-term potential
PETER KANE, CHAIRMAN
‘‘
Report & Accounts 2004
Chairman’s Statement
Business Post
02 Report & Accounts 2004
03
Business Post BUSINESS OVERVIEW
Business Post provides high quality services for
time sensitive deliveries, offering excellent delivery
performance supported by information systems
which are at the forefront of the industry.
Through partnerships and alliances, deliveries can be
made anywhere in the world. However, all the Group’s
business has a UK element and approaching 90% is
intra-UK.
Deliveries range from documents to pallet-based
heavy freight, but the vast majority comprises
packages weighing 5-30kg.
The sectors served are overnight business-to-business
(by the Express, International and UK Pallets business
units), time-definite business-to-consumer (by
HomeServe) and same day (by Courier).  UK Mail, the
Group’s UK business mail service, offers a two day
“Business Class” service.  
For letters and parcels, Express, International,
HomeServe and UK Mail all perform collection and
delivery activity in the UK through a network of 23
corporate and 38 franchised depots linked by an
overnight linehaul operation owned and managed
centrally. International has its gateway site at Bishops
Stortford linked to FedEx’s own air hub at Stansted.
UK Today currently operates from 14 of the depots
but, due to the same day nature of its business,
operates its own pool of drivers and does not utilise
the overnight linehaul operation.
For overnight deliveries, packages and bags of mail
are sorted into metal cages at collection locations, and
these cages transit the country to the relevant delivery
location, thereby reducing the level of manhandling
and risk of damage. Although there is a national hub
at Birmingham, regional sorting is also carried out at
certain mini-hub operations. This reduces vehicle
mileage and enables later collection times from
customers.
The requirements for handling pallet-based freight are
different from mail and parcels, and are managed
through a separate network, comprising a partnership
of 70 independent haulage companies throughout the
UK. Each partner transports pallets of freight into a
central hub in Lichfield, Staffordshire, for onward
shipment, and returns with pallets for delivery on
behalf of other partners.
Sales and customer services are decentralised at each
of the locations, but supported by central marketing
and sales management, and a telesales operation at
UK Today.
As an express delivery business, the Group’s
customers are from a wide range of industry sectors,
including retail (mainly HomeServe), building (UK
Pallets) and publishing. However, the nature of the
Group’s parcel operation, with the use of cages to
transport packages securely and with the minimum of
manhandling, makes our services particularly attractive
to the high-tech sector.
The entire market is deregulated, with the exception of
the UK letter market below 350g or £1, in which UK
Mail operates. This is regulated by Postcomm, an
independent body established by statute in 2000.
A summary of the main developments within each of
the business units is set out on the following pages.
‘‘
Strong increases in profit
have been achieved, both
through organic growth and
acquisition
PAUL CARVELL, CHIEF EXECUTIVE
‘‘
Report & Accounts 2004
Chief Executive’s Review
Business Post
04 05
Business Post
Chief Executive’s Review - Business Post Express
Express has improved
its quality of revenue
during the year through
greater focus on its
customer base
Express, which accounted for 66% (2003: 79%) of Group
turnover, is the Group’s core UK business-to-business parcel
service. It specialises in next-day deliveries for those
customers who need a reliable service backed up by
sophisticated information systems, thereby differentiating itself
from high volume/low price operators.
Express made good progress against subdued market
conditions, improving its market share to some 7
1
/ 2% and
increasing its annual turnover by 3% to £127.5m (2003:
£123.8m). The high quality of delivery performance continues to
assist in new business wins and reduction of customer churn.
Express implemented a number of pricing initiatives at the end of
last year which have held up well during the year, and also
improved the quality of revenue by targeting users of premium
services and by discontinuing less profitable business.
Recent levels of new business wins have been among the
Company’s highest on record and there are initial indications that
the high-tech sector may be experiencing a recovery. In the
current year, Express will maintain its focus on quality of revenue,
positioning itself further at the premium end of the market, and
will also look to introduce new services to existing customers.
The Directors therefore expect increased growth from Express 
in the current financial year.
£127.5m of revenues
66% of Group turnover
3% growth on last year
Financial Highlights - Express Chief Executive’s Review - Business Post International
Business Post
06
With the market estimated
to be worth approximately 
£1 billion, International has
considerable scope for
growth.
International, which accounted for 11% (2003: 12%) of Group
turnover, is responsible for all shipments coming into and
leaving the UK and the Republic of Ireland and is primarily a
business-to-business service. A high proportion of its activity
derives from Business Post’s agreement with FedEx, the
world’s largest express transportation company, as its Global
Service Participant in the UK.  Under this contract, Business
Post is responsible for collecting and delivering parcels for
FedEx customers in those areas of the UK not directly served
by FedEx, and Business Post offers a full outward-bound air
express service utilising the worldwide FedEx delivery network.
Additionally, as a member of the Eurodis network, International
handles road-based express shipments within Europe.
International increased its turnover during the year by 17% to
£21.2m (2003: £18.2m), with an increased rate of growth in the
second half.  International Mail continues to develop strongly,
offering business customers an alternative to Royal Mail for their
overseas postal requirements. First launched in July 2002, it
increased its turnover to £1.6m from £0.3m. FedEx-related
business also showed good progress, reflecting the higher rates
of growth in cross-border shipments than the domestic market.
The relationship remains strong, and FedEx has recently awarded
Business Post its international priority freight business, extending
the existing collection and delivery activity from small packages
to bulkier freight items. 
The new Eurodis road arrangement, providing a new delivery
network across Europe with full on-line track-and-trace
capabilities, was launched on schedule in January 2004 and
increased both outbound and inbound turnover in the fourth
quarter. Also in January 2004, International expanded its
operations in the Republic of Ireland through the appointment of
Nightline, an independent eight depot business, to carry out its
deliveries. This provides a strong platform for services into this
important market. 
Financial Highlights - International
£21.2m of revenues
11% of Group turnover
17%
growth on 
last year 07
Business Post
Chief Executive’s Review - Business Post HomeServe
Financial Highlights - HomeServe
£17.4m of revenues 
9% of Group turnover
129%
HomeServe is rapidly
increasing its share of the
fast-growing home delivery
market
growth on 
last year
HomeServe, which accounted for 9% (2003: 5%) of Group
turnover, is the Group’s UK business-to-consumer parcel
service, providing a high quality time-definite service to
residential addresses, with full proof of delivery and track-and-
trace facilities.
During the year, HomeServe increased its turnover by an
excellent 129% to £17.4m (2003: £7.6m). The continued success
of HomeServe, following an underlying increase of 130% last
year, reflects a rapidly growing market and also a targeted sales
approach, concentrating on the upper end of the market where
customers are looking for a high quality time-definite delivery
service.
HomeServe will continue to focus its sales efforts on major
manufacturers and retailers and will also continue to explore new
products, offering improved service and a wider range of drop-off
points. Chief Executive’s Review - Business Post Network Services
Business Post
08
Key Points - Network Services
Network Services is responsible for providing high quality
collection and delivery services to the business units within
Parcel Services at a low unit cost.
During the year, the level of on-time deliveries remained
consistently high, and cost increases were kept well below
inflationary levels. The operation benefited from the continued
introduction of double-decked trailers, which enable more
parcels to be shipped in one vehicle movement, and from the
introduction of a new breed of hand-held scanner. Capital
expenditure of £1.6m was incurred during the year on these two
initiatives and a further £2.1m will be spent in the current year as
the new generation scanners are rolled out across the network. 
As the major employer in the Group, Network Services’ principal
challenges for the current financial year are to enhance further
the level of both employee and customer satisfaction. The
Group’s new Employee Consultative Group is operating well and
the feedback from employee satisfaction surveys is being
incorporated into the Group’s practices. Customers are already
benefiting from the advantages of the Group’s new Customer
Relationship Management software, Discovery, and further action
is planned under an internal project, “Delta”, to enhance its use
and give customers improved service when they contact our
depots.
On-time deliveries 
consistently over 98%
Major investments made in
double-decked trailers
The Network Services
infrastructure ensures the
Group retains its market -
leading delivery quality
Group Managing Director, Parcel Services, Russell Hodgson (right) 
and his team. 09
Business Post
Chief Executive’s Review - Courier
Business Post’s Courier activity, which comprises UK Today
and the re-branded BXTech, accounted for 5% (2003: 3%) of
Group turnover. During the year, Courier increased its turnover
by 133% to £10.5m (2003: £4.5m).   
UK Today is the Group’s UK nationwide same-day courier
service. It operates out of corporate and franchised depots, 
using dedicated delivery vehicles, and has access to the 
National Express coach network linking 1,200 locations each day.
UK Today increased its turnover by 48%, with customer wins both
nationally and locally, but its gross profit margins fell as difficulty
was experienced in recruiting high quality owner drivers at the
same rate as the growth of the business. In the current year,
growth rates for UK Today will be lower, but the current focus 
on improved margins is expected to result in a strong increase 
in profit.
BXTech, the Birmingham-based technical courier active in the
computer, medical and utilities sectors, continues to progress
well.  After a period of consolidation in its first year in the Group,
the emphasis in the current year will be to expand the
geographical spread of activities. The company’s first ever
technical sales director has been appointed, with a focus on
desktop support services.
Financial Highlights - Courier
£10.5m of revenues
5% of Group turnover
133%
Business Post’s Courier
activity has been enhanced
through the acquisition of 
BXTech, a specialist 
technical courier
growth on 
last year Chief Executive’s Review - UK Pallets
Business Post
10
Financial Highlights - UK Pallets
£14.4m of revenues 
8% of Group turnover
The acquisition of UK 
Pallets is Business Post’s
most significant to date and
adds another complementary
service for customers
UK Pallets provides a nationwide express palletised goods
delivery service through a partnership network with 70
independent haulage businesses throughout the UK. Run from
a national hub at Lichfield (Staffordshire), UK Pallets currently
handles more than 4,000 pallets each night and is estimated to
be the UK’s fourth largest pallet network company, in a market
that is experiencing annual growth of around 30%.
In the eight months since its acquisition, UK Pallets generated 
a turnover of £14.4m, a substantial increase on the comparable
period of the previous year and representing 8% of Group
turnover. Service levels have remained very high, with over 98% 
of all deliveries being made on time.
A focus for the current financial year is the transfer of existing IT
expertise from Business Post’s parcel businesses to benefit UK
Pallets’ customers and partnership network. Additionally,
following the receipt of planning permission in January 2004, 
it is intended to double the size of its national hub by September 
to enable it to handle daily volumes of up to 8,000 pallets. 11
Business Post
Chief Executive’s Review - UK Mail
UK Mail is at the 
vanguard of the introduction 
of competition into the UK
business mail market
Financial Highlights - UK Mail
Business mail market
c£5 billion
On 10 February 2004, following an extended period of
negotiation, UK Mail and Royal Mail signed the first agreement
of its kind in Europe, on mutually satisfactory terms. This
enables access to Royal Mail’s downstream delivery network
for UK Mail’s Business Class service, which offers two day mail
delivery with track-and-trace up to the point of handover to
Royal Mail and flexibility of collection to large mailers (initially,
businesses mailing over 4,000 and, typically, over 10,000 pre-
sorted letters a day). 
We were delighted to reach an amicable agreement with Royal
Mail.  The terms we agreed were substantially similar to those
that would have been determined by Postcomm. Following
successful trials during April, on 10 May 2004, UK Mail
commenced daily collections on behalf of a blue chip company,
and it is also in advanced stages of negotiation with other
significant mailers.
Business Post’s Chief Executive (right) and Royal Mail’s Chief 
Executive, Adam Crozier, pictured at the signing of UK Mail’s 
historic agreement with Royal Mail. Chief Executive’s Review - Staff & Associates
Business Post
12
Key Points - Staff & Associates
1,882 employees
17% growth on last year
2,000 associates
All of our business units have made good progress
during the financial year and we are well placed to build
further on this success. As always, we are entirely
dependent upon the hard work and enthusiasm of our
employees and also our associates, working both within
our franchised operations and as owner-drivers. Together
they have strived to provide our customers with a high
quality service and the Group's financial results are a
testament to their achievements.
I would like to extend my thanks to them all.
Paul Carvell
Chief Executive 13
Business Post
Business Post  ‘‘
The after tax return 
on average net assets 
has increased to 26.5%
PETER FITZWILLIAM, FINANCE DIRECTOR
‘‘
REVENUES
2004 2003 Increase
Turnover £192.7m £156.3m 23%
The 23% turnover increase represents like-for-like growth of 11% and a contribution from the acquisitions of BXT (since
re-branded BXTech) in February 2003 and Weaver Pallet Express (since re-branded UK Pallets) at the end of July 2003.
The overall increase reflects the two-speed strategy being pursued by the Company, with relatively modest growth in
Express, which operates in the more mature business-to-business sector, being complemented by rapid progress in the
newer businesses and also from acquisitions.  In the full year, turnover growth ranged from 3% for Express to 129% for
HomeServe and 133% for Courier (which comprises UK Today and BXTech). 
Reflecting the extremely strong increase experienced in the second half of last year, like-for-like growth reduced from
15% in the first half to 9% in the second half. With the acquisitions of BXTech and UK Pallets, the overall increase was
unchanged, at 23%, in both first and second halves.
PROFIT
2004 2003 Increase
Operating profit before goodwill amortisation £19.1m £15.6m 22%
Pre-tax profit before goodwill amortisation £19.1m £16.1m 19%
Operating profit after goodwill amortisation £18.7m £15.6m 20%
Pre-tax profit after goodwill amortisation £18.7m £16.1m 16%
The year ended 31 March 2004 was one of strong profit growth. The like-for-like increase in operating profit before
goodwill amortisation was 13% (compared with turnover growth of 11%) and margins at this level improved to 10.1%
from 10.0% last year. The effect of the acquisition of UK Pallets has been to dilute these margins slightly, to 9.9%. After
goodwill amortisation, operating profit increased by 20% to £18.7m (2003: £15.6m).
The figures for pre-tax profit before goodwill amortisation are stated after interest receivable of £nil (2003: £0.5m), the
reduction from the prior year reflecting the aggregate £11.5m cash costs of the two acquisitions. After goodwill
amortisation, the increase in pre-tax profit was 16% to £18.7m (2003: £16.1m).
EARNINGS
2004 2003 Increase
Earnings per share before goodwill amortisation 24.5p 21.2p 16%
Earnings per share after goodwill amortisation 23.8p 21.2p 12%
The 16% increase in earnings per share reflects an effective tax rate of 31.9% (2003: 30.4%) before goodwill amortisation.
This higher tax rate than in recent years reflects adjustments of £0.3m relating to prior years’ deferred tax. After goodwill
amortisation, earnings per share increased by 12% to 23.8p.
DIVIDENDS
2004 2003 Increase
Dividends per share 18.0p 16.9p 7%
A final dividend per share of 12.05p (2003: 11.3p), up 7%, is proposed, payable on 22 July 2004 to shareholders on the
register at close of business on 2 July 2004. The ex-dividend date is 30 June 2004.
T ogether with the interim dividend per share of 5.95p (2003: 5.6p), dividends per share are 7% higher at 18.0p (2003: 16.9p),
covered 1.36x (2003: 1.25x) by EPS before goodwill amortisation (1.32x after goodwill amortisation).
Report & Accounts 2004
Financial Review
Business Post
14 CASH FLOW
2004 2003
Cash inflow from operating activities £22.6m £13.7m
Net (debt)/cash £(5.6)m £1.6m
Net cash inflow from operating activities increased strongly from £13.7m to £22.6m. This result was assisted by
increased profits, a good reduction in working capital despite the significant growth in the business, and a reduction
in amounts due from franchisees.
Net capital expenditure increased to £5.8m from £4.1m, mainly as a result of continuing spend on double decked trailers
and IT . In the current year, with the extensive roll-out of new hand-held scanners to replace the ones bought in 2000,
capital expenditure is expected to increase to some £6.5m.
The acquisition of UK Pallets, representing £9.6m in cash consideration and expenses, was financed by a £10m term
loan, repayable over 10 years. As a result, for the first time since flotation in 1993, Business Post finished the year
with net debt of £5.6m compared with £13.9m at the half year end. This reduction reflects both the seasonality of the
business and also strong working capital management in the second half.
BALANCE SHEET
2004 2003
Goodwill £10.8m £1.7m
Equity shareholders’ funds £49.2m £45.8m
Gearing 11%
__
The acquisition of UK Pallets resulted in additional goodwill of £9.5m during the year and year-end gearing of 11% (2003:
£nil). The balance sheet remains strong, and the Group’s after-tax return on average net assets increased from
25.1% to 26.5%.
EXPOSURE TO FINANCIAL RISK
The Group is not significantly exposed to the effects of fluctuations in exchange rates since all income is in sterling
and costs denominated in foreign currency represent less than 5% of all expenditure.
During the year, the Group entered into a 10 year term loan, but the Group’s profitability and strong levels of cash
flow mean that it is not significantly exposed to liquidity risk.  The Group’s exposure to interest rate risk has been
reduced by entering into an interest rate cap hedging contract, and its exposure to fluctuations resulting from
movements in fuel prices has been reduced by entering into a fuel hedge contract.
TREASURY POLICY
The treasury function is run prudently, with cash invested in low risk cash deposits. The Group uses a deposit in Euros to
hedge the Group's limited exposure to purchases denominated in European currency, and gains and losses on the re-
translation of this account offset increases or decreases in the sterling equivalent value of foreign purchases. At the year
end, the balance on this account was £0.3m.
SHARE PRICE PERFORMANCE
The shares closed at 354p on the 31 March 2003. The beginning of
Business Post’s financial year coincided almost exactly with the
stockmarket’s seven year low. This market weakness had been
prompted by concerns over the imminent war in Iraq. As hostilities
commenced, the market recovered sharply and the Business Post
share price participated fully in the rise despite having substantially
outperformed in the second half of the previous year. The share
price retreated towards the end of the financial year to 460p  as
small investors took profits after the announcement of the historic
agreement with Royal Mail. The shares recovered in the second
week of March to close the year at 490.5p.
Peter Fitzwilliam
Finance Director
170
160
150
140
130
120
110
100
90
A          M           J            J           A          S           O N          D         J          F          M
BUSINESS POST GP .
FTSE A/S SUPPORT SERVICES INDEX Source: DATASTREAM
Business Post
Financial Review 15 Report & Accounts 2004
Directors & Advisers
Business Post
16 Financial Advisers - Hawkpoint Partners   4 Great St Helens   London   EC3A 6HA
Stockbrokers - Arbuthnot Securities   Arbuthnot House   20 Ropemaker Street   London   EC2Y 9AR
Financial PR - Bankside Consultants   St Mary Abchurch House   123 Cannon Street   London   EC4N 5AU
Auditors - PricewaterhouseCoopers LLP   Harman House   1 George Street   Uxbridge   Middlesex   UB8 1QQ
Solicitors - Dechert LLP   2 Serjeants’ Inn   London   EC4Y 1LT                    Eversheds LLP   115 Colmore Row   Birmingham   B3 3AL
Bankers - Lloyds TSB   125 Colmore Row   Birmingham   B3 2DS Barclays   54 Lombard Street   London   EC3P 3AH
Registrars - Computershare Services   PO Box 82   The Pavillions   Bridgwater Road   Bristol   BS99 7NH
Registered Office - Express House   464 Berkshire Avenue   Slough   SL1 4PL
Michael Kane (54) - 
Non-Executive Director
Joined Business Post in 1974,
became Managing Director in 1984,
Chief Executive in November 1995
and non-executive director in March
1997. Acted as Chief Operating
Officer from July 2000 until resuming
his non-executive role on 1 April
2001.
Standing - From left to right
Seated - From left to right
Not pictured
Philip Stephens (61) -
Non-Executive Director
Was appointed a non-executive
director on 1 April 2004.  He is non-
executive Chairman of Invesco
Geared Opportunities Trust and of
Oakdene Homes and a non-executive
Director of Advent 2 VCT.  Until his
retirement in 2002, he was involved
in corporate finance and broking for
more than 35 years.
Dennis Clark (60) - 
Non-Executive Director
Has been the Finance Director of
Hunting since 1989. He was
appointed to the Board on 1 October
1998.
Bill Cockburn CBE, TD (61) - 
Deputy Chairman
Is non-executive Chairman of Parity
Group and a non executive 
director of AWG. Was Chief
Executive of The Post Office from
1992 to 1995, Chief Executive of WH
Smith from 1995 to 1997 and Group
Managing Director of BT from 1997
to 2001. He was appointed as a non-
executive director on 1 April 2002.
Peter Fitzwilliam (44) - 
Finance Director
Joined the Board on 1 February 
1999 from Rank Group, where he 
was head of finance at Odeon
Cinemas. Previously, he was with
PricewaterhouseCoopers.
Guy Buswell (42) - 
Managing Director, UK Mail
Joined Business Post in 1989 and
was appointed Sales Director in 1992. 
After a period elsewhere in the 
industry he rejoined the Company in
1997 and was appointed to the Board
on 12 August 1998. Became
Managing Director of UK Mail from 
1 July 2002.
Peter Kane (57) - 
Chairman
Founded the Company and, with
Michael Kane, his brother, was
responsible for its development until
becoming a non-executive director in
1996. After a period as Chief
Executive from August 1998, he
resumed his non-executive role on 
1 April 2001, and was appointed
Chairman on 10 July 2001.
Paul Carvell (49) - 
Chief Executive
Joined the Board on 27 February
2001 from Christian Salvesen where
he was Managing Director of the
Industrial division. Prior to that he
held a number of senior positions 
in the logistics and express parcels
sectors.
Russell Hodgson (55) -
Group Managing Director, 
Parcel Services
Joined the Board as Operations and
Franchise Director on 2 January 2001
from Jacobs Holdings after having
spent 25 years in the parcel industry,
holding a number of senior positions.
Was appointed Group Managing
Director, Parcel Services, from 
15 October 2003.
Alec Ross (48) - 
IT Director
Joined the Company in June 1997
with 20 years experience in systems 
development in transport and 
logistics and was appointed to the
Board on 15 September 1998. 
Richard Saville (55) - 
Non-Executive Director
Is the Finance Director of Craegmoor
Healthcare, prior to which he was
Finance Director of Halfords and
Finance Director of Wimpey. With
effect from 31 May 2004, he will be
retiring from the Board, having been
appointed on 1 October 1998. 
17
Business Post
Directors & Advisers Corporate Governance
The Listing Rules of the UK Listing Authority require listed companies to disclose
how they comply with the principles of good governance and code of best
practice known as the Combined Code. During 2003 the Combined Code,
originally adopted in 1998, was revised and the Company is required to comply
with the revised Code from 1 April 2004.  Prior to that, including the period
covered by this Annual Report, the Company was required to comply with the
1998 Code and this statement, which incorporates the statement on corporate
social responsibility, explains how the Company has applied the principles of
good governance set out in Section 1 of the 1998 Combined Code.
The Board
During the year Business Post maintained an equal balance of executive and non
executive directors. Biographical details of all directors, including those of Philip
Stephens, who was appointed on 1 April 2004, are set out in the Directors and
Advisers statement. Of the five non-executive directors who served during the
year, two are judged to be independent according to the guidelines set out by the
Association of British Insurers; the other three are not judged to be independent
due either to their shareholdings or their remuneration arrangements. All the non-
executive directors make a significant contribution to the functioning of the Board
and its committees, and no one individual or group dominates the Board’s
decision-making process.
Although the Combined Code recommends that a majority of non-executive
directors should be independent, the Board believes that it has maintained an
appropriate balance of directors, bringing a wide range of skills and experience
to the Board.
All directors are required by the Company’s Articles of Association to submit
themselves for re-election at least every three years. The names of those
directors standing for re-election to the Board this year are set out in the Notice
of the forthcoming Annual General Meeting.
The Board’s focus is on strategy formulation, policy and control. There is a formal
schedule of matters reserved for decision by the Board which retains all major
operational and risk management decisions with the Board.  These include the
approval of major items of expenditure or commitment, including acquisitions;
major operational projects, including new contract wins; financing, including
lease/buy decisions and the use of derivatives and insurance; and changes in
policy relating to the franchise network. The Board routinely monitors the various
financial, operational and commercial risks facing the Company through reports
from management. 
The Chairman is primarily responsible for the working of the Board, and the Chief
Executive for the running of the business and implementation of Board strategy
and policy. The Board meets formally at least 9 times a year, with other meetings
as necessary. The Board receives reports in advance of each meeting from the
Chief Executive and Finance Director addressing the financial performance of the
Company and developments since the previous meeting, with further reports on
particular issues as appropriate. All directors have access to the advice and
services of the company secretary, and there is a procedure whereby directors,
wishing to do so in the furtherance of their duties, may take independent
professional advice at the Company’s expense. In addition, detailed reports are
provided to the Board on a monthly basis to enable the Board to discharge its
duties.
The Board has a number of committees, the principal ones being the audit,
remuneration and nomination committees. Each of these committees operates
within written terms of reference. During the year the audit committee comprised
Dennis Clark, chairman and senior independent non-executive director, Richard
Saville, the other independent non-executive director, and Peter Kane, the non-
executive Chairman. Philip Stephens, who is an independent non-executive
director, joined the audit committee on his appointment to the Board on 1 April
2004, and Richard Saville will retire on 31 May 2004. The committee’s duties
include the review of the half year and annual financial statements, including
significant financial reporting judgements contained in them, before submission
to the Board; the review of the Company’s internal financial control system
through reports from management and internal and external auditors; and the
review of the scope and effectiveness of the Company’ s internal audit function. It
is also responsible for the selection of the external auditors, the assessment of
the scope and results of the external audit and its cost effectiveness, and the
independence and objectivity of the external auditors. Details of the
remuneration committee are set out in the Remuneration Report. During the year
the nomination committee comprised Peter Kane, the non-executive Chairman
and chairman of the committee, Paul Carvell, Chief Executive, and Dennis Clark
and Bill Cockburn, both of whom are non-executive directors. Philip Stephens
joined the nomination committee on his appointment to the Board on 1 April
2004. The committee makes recommendations to the Board of new Board
appointments, whether executive or non-executive. Approval of all appointments
is a matter for the Board as a whole.
Directors’ Remuneration
Details of directors’ remuneration are set out in the Remuneration Report.
Relations with Shareholders
The Company values its dialogue with both institutional and private investors
while carefully recognising statutory constraints concerning the disclosure of
information. Two-way communication with institutional investors, analysts and
private investors is actively pursued, and a series of presentations and meetings
are held through the year. Feedback from these meetings is collated by the
Company’s advisers and circulated to the Board to keep them informed
concerning the views of shareholders.
18   Business Post Group plc Corporate Governance
Report & Accounts 19
This year’s Annual General Meeting will be held on 13 July 2004 at which time
the chairmen of the audit, remuneration and nomination committees will be
available to answer shareholder questions. The Company will continue its
practice of proposing individual resolutions, including separate resolutions
relating to the Directors’ Report and Accounts and the Remuneration Report. 
Accountability and Directors’ Responsibilities
Company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the Company and Group
and of the profit of the Group for that period. 
After making due enquiries, the directors are satisfied that the Company and the
Group have adequate resources to continue in business for the foreseeable
future. For this reason, they continue to adopt the going concern basis in
preparing the accounts. 
In preparing the accounts, the directors are required to: select suitable accounting
policies and then apply them consistently; make judgements and estimates that
are reasonable and prudent; and state whether applicable accounting standards
have been followed, subject to any material departures disclosed and explained
in the accounts. 
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and Group and enable them to ensure that the accounts comply with
the Companies Act 1985. They are also responsible for safeguarding the assets
of the Company and Group and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The maintenance and integrity of the Business Post Group plc website is the
responsibility of the directors; the work carried out by the auditors does not
involve consideration of those matters and accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial statements
since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Internal Controls
The Board of directors has overall responsibility for ensuring that the Group
maintains a system of internal control to provide it with reasonable assurance
regarding effective and efficient operations, internal financial control and
compliance with laws and regulations. There are inherent limitations in any
system of internal control and, accordingly, even the most effective system can
provide only reasonable, and not absolute, assurance.
The Turnbull report issued by the Institute of Chartered Accountants in England
and Wales in September 1999 provided further guidance as to how the Combined
Code principle on internal control should be applied in practice. 
The Board considers that the Company has complied with the Turnbull report
throughout the year. There is a formal ongoing process for identifying, managing
and reviewing any changes in the risks faced by the Company. This process
operates under the direction of, and is regularly reviewed by, the Board.
The key features of the internal control system within the Group are:
• clearly defined delegation of responsibilities, including relevant
authorisation levels,
• clearly documented internal procedures set out in operational and
administration manuals,
• regular compliance audit visits to all owned and franchised locations which
monitor compliance with procedures and assess the integrity of financial
information,
• review of financial procedures by the internal auditor,
• close personal involvement of executive directors in monitoring and
managing the main risk areas of the business,
• regular information provided to senior management, covering financial
performance and key business indicators, and
• monthly monitoring of results against budget and forecast, with major
variances being followed up and management action taken where necessary.
Details of the Group’s activities in relation to its environmental, employment and
health and safety responsibilities are set out in the Corporate Social
Responsibility statement.
The Board has reviewed the effectiveness of the internal control systems during
the period covered by the accounts and up to the date of the approval of the
accounts. This review covered all controls, including financial, operational and
compliance controls and risk management. The business has grown significantly
during recent years and this has put increased strain on the Company’s financial
systems. During the year certain weaknesses in procedures and financial control
were identified. These have been addressed and controls have been
strengthened by the recruitment of an internal auditor and additional financial
staff, and the introduction of enhanced internal controls.
Compliance with the Combined Code
With the exception of the number of non-executive directors judged to be
independent, the Board considers that the Company has complied with the
provisions of Section 1 of the Combined Code 1998 throughout the financial year. Corporate Social Responsibility
The Board recognises its environmental and employment responsibilities and
devotes significant resources towards both monitoring compliance with
existing standards and improving those standards.
Environmental
The Board is responsible for the Group’s Environmental Policy.  Responsibility
for communicating the policy and monitoring the Group’s compliance with it
rests with the Group’s Transport Manager and Health & Safety Manager.
The policy identifies the following areas as having the most significant impact
on the environment:
• Consumption of non-renewable fuel resources through the use of diesel
to fuel vehicles, and
• Air pollution through vehicle emissions.
Some examples of the actions taken by the Group to minimise its
environmental impact include:
• use of automated vehicle routing to eliminate unnecessary mileage,
• use of double-decked trailers to minimise vehicle journeys,
• a vehicle replacement programme designed to use the latest engine
technology, thereby improving fuel consumption and reducing emissions,
• use of fuel only which is low in both sulphur and lead,
• use of road-friendly air suspension wherever possible, reducing road
damage and noise levels, and
• selection of vehicles which are over 90% recyclable at the end of their
economic lives.
The Group is committed to minimising its environmental impact through
target-setting across different areas of the Group’s operations (eg the
proportion of double-decked trailers in the fleet; average fuel consumption; the
proportion of vehicles driven by personnel with minimum attained skill levels)
and monitoring actual performance against those targets. The most significant
progress made during the year was in the introduction of double-decked
trailers for parcel movements, where numbers increased by 80%.  This brings
the proportion of double-decked trailers to around 30% of the Company’s
trailer fleet and this proportion will increase further over the coming year.
Health & Safety 
The Group has well-established Health & Safety systems which report
accident rates to the Board on a monthly basis.  The Employee Consultative
Group plays a key role in health and safety consultation with employees.
Health & Safety training is a routine part of employee and management
development.  The Group’s commitment in this area was recognised in 2003 by
the ROSPA Gold Award for Health & Safety.
Employment
The Group has made significant progress in its human resource management
since the establishment of a central HR function two years ago. 
The Group’s employment terms and conditions are clearly set out in the
employment handbook, which is given to each new employee upon their
appointment.During the year, significant levels of training were provided
throughout the Group on recruitment, objectives-setting, performance
management and appraisal to improve the rate at which the best people are
attracted, retained and developed. A major exercise was also undertaken
throughout Network Services, the principal employer within the Group, to
evaluate the skill levels within the management group, and individual long
term development plans were devised for all those taking part.
The Employee Consultative Group, established in April 2003 to facilitate
improved communication with staff and enable employees to have the
opportunity to input into matters that affect them, has proved popular with
employees and a range of improvements have been made in working
conditions and health and safety as a direct result of the work of this Group.
As a result, the levels of staff satisfaction and retention have both improved
over the prior year and this work will continue during the current year.
Charitable Support
The Group is an active supporter of charities. For every consignment handled
by the Group which is paid for using direct debit, 1p is contributed to the
National Children’s Home Charity. In addition, the Group has run a "Charity
Challenge" throughout the year, aimed at raising £1,000 at each of its 65
locations.  As a result of these initiatives, the Group and its employees raised
over £100,000 for NCH over the past 12 months.
20   Business Post Group plc Remuneration Report
The directors present the Remuneration Report for the year ended 31 March 2004. This report is unaudited except for those parts which are indicated otherwise.
The members of the remuneration committee during the year were: Richard Saville (Chairman), Dennis Clark and Peter Kane. During the year and at their request,
the Group’s Chief Executive, Paul Carvell, and New Bridge Street Consultants gave advice and assistance to the remuneration committee. Richard Saville has
notified the Board of his intention to retire from the Board with effect from 31 May 2004 and will be succeeded as Chairman of the remuneration committee by
Philip Stephens. 
Remuneration policy
The remuneration policy of the Group, including the policy for executive directors, is determined by the remuneration committee of the Board, the membership of
which consists entirely of non-executive Board members. The remuneration policy for non-executive directors is determined by the Board. 
The objectives of the committee are:
1. To ensure that directors and senior executives are fairly rewarded for their individual contributions to the Group’s overall performance.
2. To ensure that the remuneration of the executive directors and senior executives of the Group is set by a committee of Board members who have no personal
interest in the outcome of the decisions and who will give due regard to the interests of shareholders and to the financial and commercial health of the Group.
The remuneration policy of the Group is to provide competitive remuneration arrangements for executive directors and senior executives which are commensurate
with those of other companies of a similar nature, size and standing and which reflect the Group’s business and financial objectives and the goals of Corporate
Governance.
Remuneration arrangements are addressed within the context of the Group’s current performance, its progress towards strategic objectives and individual
executives’ personal performance. In developing remuneration arrangements, the remuneration committee (and, in regard to non-executive directors, the Board)
refers to external consultants and relevent market survey data.
Elements of the remuneration package of executive directors
Remuneration of executive directors comprises the following elements:
Base salary
Base salaries are determined in relation to job responsibilities and sustained level of individual performance, and are reviewed annually.
Bonuses
The company operates a bonus scheme for executive directors. The level of bonus payment is dependent upon the Group’s performance evaluated against both
the prior year and annual budget, and also upon each director’s achievement of personal objectives, set out at the beginning of the year. In normal circumstances,
the maximum payment is limited to 50% of annual salary and payments in respect of personal objectives may not exceed payments in respect of the Group’s
financial performance.
Benefits
Health and sickness insurance schemes are provided for executive directors and include private health cover and permanent health insurance. Executive directors
receive an annual car allowance and contributions of 12.5% of each individual director’s base salary into a defined contribution pension scheme.
Share-based incentive schemes
The company utilises both a Long Term Incentive Plan and Executive Share Option Schemes to provide longer term share-based incentives for senior executives
and directors. The schemes are designed to motivate and reward achievement of a combination of corporate financial targets and enhancement of shareholder
value. Executive directors also participate in the Group’s Sharesave scheme. Specific details of the incentive schemes are shown later in this report.
Report & Accounts 21 Remuneration Report
The targeted composition of each executive director’s remuneration, excluding long term incentives, is that 75% is non-performance related and that 25% is
performance related. The remuneration of each non-executive director is 100% non-performance related except that, in addition to his director’s and consultancy
fees, Bill Cockburn has a long-term incentive arrangement whereby he is entitled to receive bonuses if the profit of UK Mail Limited exceeds specified targets
within a four year period of the commencement of trading.
Directors’ service contracts
It is Business Post Group’s policy that, whilst there should not be a fixed duration in respect of directors’ service contracts, each contract contains notice periods
of not more than one year and contains a clause whereby the contractual termination payments do not exceed the director’s remuneration for the previous calendar
year. Non-executive directors are initially appointed for a three year term. All directors are required by the Company’s Articles of Association to submit themselves
for re-election at least every three years.
The details of the service contracts of those who have served as directors during the year are:
Contract date Notice period Contractual
termination payment
Guy Buswell 01.02.01 6 months 6 months remuneration*
Paul Carvell 26.02.01 12 months 12 months remuneration
Dennis Clark 01.10.01 3 months None
Bill Cockburn 01.04.02 3 months None
Peter Fitzwilliam 01.02.99 6 months 6 months remuneration*
Russell Hodgson 02.01.01 6 months 6 months remuneration*
Michael Kane 01.10.01 3 months None
Peter Kane 01.10.01 12 months None
Alec Ross 01.02.01 6 months 6 months remuneration*
Richard Saville 01.10.01 3 months None
Richard Saville has resigned his position as non-executive director with effect from 31 May 2004.
Philip Stephens was appointed a non-executive director with effect from 1 April 2004. His notice period is three months and he is not entitled to any contractual
termination payment.
*In the event of termination following a change of control, executive directors are entitled to termination payments of 12 months’ remuneration.
Performance graph
The adjacent graph compares the total shareholder return for an
investment in the ordinary shares of Business Post Group plc with the
return for the same investment in the FTSE Support Services index over a
five year period commencing on 1 April 1999. In the opinion of the
directors, the FTSE Support Services index, of which the Company is a
constituent, is currently the most appropriate index against which the
total shareholder return of the Company should be measured because it
is widely used by our investors, shareholders and management as a
measure of performance.
BUSINESS POST GP . - TOT RETURN IND
FTSE A/S SUPPORT SERVICES INDEX - TOT RETURN IND Source: DATASTREAM
180
160
140
120
100
80
60
40
1999          2000     2001                         2002                        2003
22   Business Post Group plc Remuneration Report
Directors’ remuneration
(This part of the Remuneration Report is audited information)
Salary Benefits 2004 2003
& Fees In kind Bonus Total Total
£000 £000 £000 £000 £000
Guy Buswell 116 12 50 178 131
Paul Carvell 225 14 90 329 255
Dennis Clark 26 –– –– 26 24
Bill Cockburn* 75 –– –– 75 90
Peter Fitzwilliam 135 12 34 181 149
Russell Hodgson 155 13 70 238 149
Michael Kane** 23 –– –– 23 23
Peter Kane 60 2 –– 62 61
Alec Ross 108 12 38 158 122
Richard Saville 26 –– –– 26 24
949 65 282 1,296 1,028
* Included in Bill Cockburn’s remuneration are fees of £40,000 as a non-executive director and payments of £35,125 in respect of consultancy provided to the 
Company’s UK Mail subsidiary. The Company has a separate long term incentive agreement with Bill Cockburn in relation to his consultancy services. Under this
agreement, Mr Cockburn will be entitled to receive bonuses if the profit of UK Mail exceeds specified targets within a four year period of the commencement of trading.
** Michael Kane’s remuneration was paid to his company, Beaufield Management Ltd, for the provision of his services as a director.
No director waived emoluments in respect of the year ended 31 March 2004.
Philip Stephens was appointed a non-executive director with effect from 1 April 2004. 
Pensions
(This part of the Remuneration Report is audited information)
The following amounts were contributed during the year to the directors’ personal pension schemes, which are defined contribution schemes.
2004 2003
£000 £000
Guy Buswell 14 14
Paul Carvell 25 24
Peter Fitzwilliam 17 15
Russell Hodgson 16 16
Alec Ross 14 13
Report & Accounts 23 Remuneration Report
Interests in share options
(This part of the Remuneration Report is audited information)
Details of the options held by each director are set out below:
Directors’ Executive Share Options
Date of Earliest Expiry Exercise Number at Granted Exercised Lapsed Number at
Grant Exercise Date Price 1 April in year in year in year 31 March
Date 2003 2004
Guy Buswell
15.12.00 15.12.03 15.12.07 173p 57,803 –– –– 57,803 ––
05.12.01 05.12.04 05.12.11 362.5p 28,551 –– –– –– 28,551
31.05.02 31.05.05 31.05.12 418p 26,315 –– –– –– 26,315
30.05.03 30.05.06 30.05.13 411p –– 28,101 –– –– 28,101
30.07.03 30.07.06 31.07.13 450p –– 25,667 –– –– 25,667
112,669 53,768 –– 57,803 108,634
Paul Carvell
08.06.01 08.06.04 08.06.08 226p 163,716 –– –– –– 163,716
08.06.01 08.06.04 08.06.11 226p 13,274 –– –– –– 13,274
13.07.01 01.12.05 13.07.11 204p 294,117 –– –– –– 294,117
31.05.02 31.05.05 31.05.12 418p 50,239 –– –– –– 50,239
30.05.03 30.05.06 30.05.13 411p –– 54,744 –– –– 54,744
521,346 54,744 –– –– 576,090
Peter Fitzwilliam
15.12.00 15.12.03 15.12.07 173p 62,312 –– –– 62,312 ––
15.12.01 05.12.04 05.12.11 362.5p 31,724 –– –– –– 31,724
31.05.02 31.05.05 31.05.12 418p 29,904 –– –– –– 29,904
30.05.03 30.05.06 30.05.13 411p –– 32,846 –– –– 32,846
30.07.03 30.07.06 31.07.13 450p –– 30,000 –– –– 30,000
123,940 62,846 –– 62,312 124,474
Russell Hodgson
12.01.01 12.01.04 12.01.08 226p 30,973 –– –– 30,973 ––
12.01.01 12.01.04 12.01.11 226p 13,274 –– –– 13,274 ––
05.12.01 05.12.04 05.12.11 362.5p 30,344 –– –– –– 30,344
31.05.02 31.05.05 31.05.12 418p 29,904 –– –– –– 29,904
30.05.03 30.05.06 30.05.13 411p –– 32,846 –– –– 32,846
30.07.03 30.07.06 31.07.13 450p –– 30,000 –– –– 30,000
18.11.03 18.11.06 18.11.13 487p –– 71,868 –– –– 71,868
104,495 134,714 –– 44,247 194,962
Alec Ross
15.12.00 15.12.03 15.12.07 173p 51,502 –– –– 51,502 ––
05.12.01 05.12.04 05.12.11 362.5p 25,517 –– –– –– 25,517
31.05.02 31.05.05 31.05.12 418p 24,521 –– –– –– 24,521
30.05.03 30.05.06 30.05.13 411p –– 26,277 –– –– 26,277
30.07.03 30.07.06 31.07.13 450p –– 24,000 –– –– 24,000
101,540 50,277 –– 51,502 100,315
No other directors have been granted share options in the shares of the company or other group entities. None of the terms and conditions of the share options
were varied during the year. All options were granted in respect of qualifying services. 
The options were granted at nil cost to the directors and were in respect of past performance. The performance criteria for all the above share options were
consistent with the remuneration policy outlined earlier in this report.
24   Business Post Group plc Remuneration Report
The exercise of options is subject to the condition that the growth in the Company’s earnings per share shall exceed the increase in the Index of retail prices from
the date of grant by more than 3%. In addition, the exercise of share options granted to Paul Carvell in July 2001 is conditional upon the Company’s share price
exceeding certain targets for a minimum of 100 consecutive days between 48 and 66 months from issue. Of the 294,117 options granted, 98,039 become
exerciseable if the share price exceeds 600p, a further 98,039 become exerciseable if the share price exceeds 750p and a further 98,039 become exerciseable if
the share price exceeds 900p.
Following a recent review of the Company’s remuneration policies, the remuneration committee has deteminded that, going forward, awards made under the
Company’s Long Term Incentive Plan would be a more effective means of incentivising the Company’s executives. Accordingly, options will only be granted to senior
executives in exceptional circumstances.
Sharesave scheme
Date of Exercise Expiry Exercise Number at Granted Exercised Lapsed Number at Gains
Grant Date Date Price 1 April in year in year in year 31 March on exercise
Earliest 2003 2004 £000
Guy Buswell
09.01.01 01.02.04 01.08.04 170p 5,698 –– –– –– 5,698 ––
Paul Carvell
03.01.02 01.02.05 01.08.05 290p 3,275 –– –– –– 3,275 ––
Peter Fitzwilliam
09.01.01 01.02.04 01.08.04 170p 5,698 –– 5,698 –– –– 21
Russell Hodgson
03.01.02 01.02.05 01.08.05 290p 3,275 –– –– –– 3,275 ––
Alec Ross
03.01.02 01.02.05 01.08.05 290p 3,275 –– –– –– 3,275 ––
The Sharesave scheme provides a savings plan to purchase shares and has no performance criteria in order to participate.
The market price of the Company’s shares at the end of the financial year was 490.5p and the range of market prices during the year was between 351.5p and 542.5p.
Exercise gains in the above table are calculated at the exercise date, although shares may have been retained.
Interests in shares
The interests of the directors in the ordinary shares of 10p each of the Company were as follows:
1 April 31 March
2003 2004
Guy Buswell 2,900 3,377
Paul Carvell 6,000 6,000
Dennis Clark 3,500 3,500
Bill Cockburn –– 4,000
Peter Fitzwilliam 4,500 5,955
Russell Hodgson 4,800 4,800
Michael Kane 7,000,000 7,001,294
Peter Kane 20,438,201 18,133,801
Alec Ross 5,960 6,437
Richard Saville 4,500 4,500
All directors’ interests are beneficially held save for 3,333,334 ordinary shares which are held by beneficiaries who are persons connected with Peter Kane.
There has been no change in the interests set out above between 31 March and 18 May 2004.
Report & Accounts 25 Remuneration Report
Long Term Incentive Plan
(This part of the Remuneration Report is audited information)
Director’s interests in shares held in the Long Term Incentive Plan are as follows:
Performance Award At 1 April Granted Exercised Lapsed At 31 March Gains
period date 2003 in year in year in year 2004 on exercise
ending £000
Guy Buswell 31.03.03 02.06.00 16,160 –– 3,232 –– 12,928 14
Peter Fitzwilliam 31.03.03 02.06.00 19,551 –– 3,910 –– 15,641 17
Alec Ross 31.03.03 02.06.00 16,160 –– 3,232 –– 12,928 14
45
No awards were made during the year. Exercise gains in the above table are calculated as at the exercise date, although the shares may have been retained.
Awards granted in June 2000 may be exercised between June 2003 and June 2010, determined partly by reference to the Company’s earnings per share growth
relative to inflation and partly by reference to the Company’s total shareholder return performance over the three years to 31 March 2003. Based on the Company’s
performance over the three years to 31 March 2003, 40% of the awards granted in June 2000 may be exercised. Although the Company’s performance is measured
over a three year period, in order to enhance the retentive impact of the Long Term Incentive Plan, only 20% of the award may be exercised after three years, with
the remaining 20% exerciseable four years after it is granted. In addition, on the exercise of awards under the Plan or options previously granted under any of the
Company’s other share option schemes, directors are expected to retain a proportion of the after-tax profit in the form of shares until they have acquired a
shareholding equal to their basic salaries. In relation to prior years this proportion was expected to be 25%. An increase in this proportion is being introduced and,
with effect from no later than 1 April 2005, this proportion is expected to be 50%.
Amendments to the Business Post Group Long Term Incentive Plan
Following a recent review of the Company’s remuneration policies, the remuneration committee has determined that, going forward, awards made under the Company’s
Long Term Incentive Plan (“L TIP”)  would be a more effective means of incentivising the Company’ s executives, rather than grants made under the Company’ s Executive Share
Option Scheme 2001. Corporate governance best practice and general market practice have both evolved since the LTIP was introduced in 1999. Accordingly, the
remuneration committee is seeking shareholder approval for a number of changes to the LTIP which will apply to future awards. These changes are explained fully in the
accompanying circular to shareholders.
Proposed new Share Matching Plan
The remuneration committee considers it appropriate to closely align the interests of senior executives with those of long-term shareholders, through the
introduction of a share matching scheme. Accordingly, the remuneration committee is seeking shareholder approval for the introduction of the Business Post Group
Share Matching Plan (“SMP”).
Under the proposed SMP , selected executives will be invited to invest a proportion of their cash bonus in the acquisition of Company shares up to 25% of their pre-
tax salary. Where such an investment is made, the executives will receive the grant of a matching award over shares in the Company with an equivalent value. Full
details of the SMP are explained in the accompanying circular to shareholders.
By order of the Board
Peter Fitzwilliam
Company Secretary
18 May 2004
26   Business Post Group plc Directors’ Report
The directors present their report on the audited financial statements for the
year ended 31 March 2004.
Principal Activity and Review of the Business
The Group’s principal activity is the provision of express collection and delivery
services for parcels, mail and palletised goods. A review of the Group’s
business during the year and its prospects for the future is set out in the
Chairman’s Statement, Chief Executive’s Review and Financial Review. 
Results and Dividend
The profit for the financial year of £12.6 million is reported in the Group Profit
and Loss Account. An interim dividend of 5.95p per share was paid on 5
January 2004, and the directors recommend a final dividend of 12.05p per
share payable on 22 July 2004 to shareholders on the register on 2 July 2004.
This, when added to the interim dividend, will make a total of 18.0p for the
year (2003 :16.9p). 
Corporate Governance
A statement on corporate governance and the Group’s compliance with the
Combined Code is set out in the Corporate Governance statement.
Charitable Donations
During the year, the Group made charitable donations of £58,434 (2003:
£63,783) to the National Children’s Home Charity for general charitable
purposes.
Directors
Details of the directors are shown in the Directors and Advisers statement
together with their biographical details and dates of appointment. 
Philip Stephens, having been appointed on 1 April 2004, which was after the
last Annual General Meeting, retires and, being eligible, offers himself for
election.  In accordance with the Articles of Association, Guy Buswell, Paul
Carvell and Russell Hodgson retire by rotation at the Annual General Meeting
and, being eligible, offer themselves for re-election. 
Directors’ Interests
The interests of the directors and their families as appearing in the register
maintained under the provisions of section 325 of the Companies Act 1985 in
the share capital of the Company on 31 March 2004 are set out in the
Remuneration Report. 
Substantial Shareholders
In addition to the interests of Peter Kane (34.0%) and Michael Kane (13.1%),
as at 18 May 2004 the Company had been notified that Ms Joanna Bailey and
Mr John Kane, the adult children of Peter Kane, are each beneficial holders of
3,333,333 shares, each representing 6.3% of the issued share capital of the
Company. In addition, the Company had been notified that Fidelity
International Limited and its direct and indirect subsidiaries are non-beneficial
holders of 1,802,686 shares representing 3.4% of the issued share capital of
the Company. 
Annual General Meeting - special business
The notice of the Annual General Meeting to be held on 13 July 2004 may be
found at the back of the Report and Accounts. In addition to the routine
business of the meeting, the special business set out below will be transacted.
On 10 July 2003 resolutions were passed by the Company’s shareholders
whereby the directors were given authority, under Section 80 of the
Companies Act 1985, until the conclusion of the 2004 Annual General
Meeting, to allot shares up to a maximum of the authorised but unissued share
capital of the Company. The directors recommend by Resolution 9 to be
proposed at the forthcoming Annual General Meeting that this authority
should be renewed so that it applies until the conclusion of the next Annual
General Meeting of the Company.  
If Resolution 9 is approved by shareholders the directors will have authority
to allot up to 16,702,386 ordinary shares, representing 31.3% of the ordinary
shares currently in issue of which 3,306,181 (6.2% of the ordinary shares
currently in issue) are currently reserved for issue under the Company’s share
option schemes. The balance available for allotment is therefore 13,399,205
ordinary shares, representing 25.1% of the ordinary shares currently in issue.
The Company does not currently have any treasury shares in issue. The
directors have no present intention of exercising the authority except in
connection with the issue of shares under the Company’s share option
schemes or under the Business Post Group plc Franchise Share Option
Scheme 2002, or for satisfying the deferred consideration in respect of the
acquisition of UK Pallets Ltd (see note 15).
In addition, the directors were given authority under Section 95 of the
Companies Act 1985 until the conclusion of the 2004 Annual General Meeting
to allot equity securities for cash, other than to existing shareholders in
proportion to their holdings, up to an aggregate nominal amount equal to 5%
of the issued ordinary share capital. The directors recommend by Resolution
10 to be proposed at the forthcoming Annual General Meeting that this
authority should be renewed up to an aggregate nominal amount of £266,488,
being equal to 5% of the ordinary shares currently in issue, until the conclusion
of the 2005 Annual General Meeting or 13 October 2005, whichever is the
earlier.
Report & Accounts 27 Directors’ Report
Since December 2003 the Companies Act 1985 allows shares purchased by the
Company to be held as treasury shares, which may then be cancelled, sold for
cash or used to meet the Company’s obligations under its share option
schemes. The requirements to allot equity securities for cash to existing
shareholders in proportion to their holdings will also apply to the sales by the
Company of any shares it holds as treasury shares. These requirements may
be similarly disapplied by shareholders. The authority sought, and limits set,
by Resolution 10 will then apply also to a sale of treasury shares. However, the
directors have no present intention of holding shares in treasury pursuant to
the Companies Act 1985.
At the 2003 Annual General Meeting the Company was given authority under
Article 9 of its Articles of Association and Section 166 of the Companies Act
1985 until the conclusion of the 2004 Annual General Meeting to make market
purchases of up to 10% of the issued ordinary share capital for cancellation at
a price of not less than 10 pence per ordinary share and not more than 105%
of the average of the mid-market quotations for an ordinary share of the
Company (as derived from the Daily Official List of the London Stock Exchange)
for the five business days prior to the date of purchase.
The authority sought by Resolution 11 to make market purchases of its own
ordinary shares is intended to apply equally to shares to be held by the
Company as treasury shares in accordance with the Companies Act. However,
as mentioned above, the directors have no present intention of holding shares
in treasury pursuant to the Companies Act 1985.
The directors recommend by Resolution 11 to be proposed at the forthcoming
Annual General Meeting that this authority should be renewed until the
conclusion of the 2005 Annual General Meeting. The directors did not exercise
the Company’s power to purchase its own shares in the year ended 31 March
2004 and do not intend to exercise this power other than in circumstances
where they consider this to be in the shareholders’ interests and where this
would result in an increase in earnings per share.
If they do utilise this authority, the directors will neither be encouraging nor
recommending shareholders to buy or sell shares in the Company nor in any
way suggesting that it is an appropriate time to deal in such shares.
Extraordinary General Meeting
As described in the Remuneration Report, the directors will recommend by
Resolutions to be proposed at an Extraordinary General Meeting, to be held
immediately after the forthcoming Annual General Meeting, amendments to
the Long Term Incentive Plan originally adopted by shareholders in 1999, and
the introduction of a new Share Matching Plan. Details of the proposals are
set out in the accompanying circular to shareholders.
Employment Policy
The Group’s policy is to maintain, as far as practicable, close consultations
with employees on matters likely to affect their interests and, to this end,
established an Employee Consultative Group in April 2003. The Company is an
equal opportunities employer and holds an Investors in People certificate. 
The Group’s policy and practice is to encourage the recruitment and
subsequent training, career development and promotion of disabled persons
according to their aptitudes and abilities and the retention and retraining of
employees who also become disabled during their employment. 
Further information concerning the Group’s human resource management
activities is set out in the Corporate Social Responsibility statement.
Directors and Officers Liability Insurance
The Company maintains insurance against certain liabilities which could arise
from a negligent act or a breach of duty by its directors and officers in the
discharge of their duties.
Supplier Payment Policy
The Group’s policy concerning the payment of its trade creditors is to follow
the CBI’s Prompt Payers’ Code. The Group endeavours to agree standard terms
of payment with its major suppliers at the commencement of business.
Suppliers fulfilling the conditions of supply are paid in accordance with the
agreed standard terms. Other suppliers are paid in accordance with
contractual terms as agreed from time to time. The Company does not have
trade creditors and accordingly no creditor days calculation is presented.
Environmental Responsibility and Health and Safety
A statement on the steps taken to operate the business in pursuit of good
environmental and health standards is set out in the Corporate Social
Responsibility statement.
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the
Group will be proposed at the Annual General Meeting.
By order of the Board
Peter Fitzwilliam
Company Secretary
18 May 2004
28   Business Post Group plc Independent Auditors’ Report
Independent auditors' report to the members of Business Post Group plc
We have audited the financial statements which comprise the Consolidated
Profit and Loss Account, the Consolidated and Company Balance Sheets, the
Consolidated Cash Flow Statement and the related notes. We have also
audited the disclosures required by Part 3 of Schedule 7A to the Companies
Act 1985 contained in the  Remuneration Report ("the auditable part").
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the
financial statements in accordance with applicable United Kingdom law and
accounting standards are set out in the statement of accountability and
directors' responsibilities. The directors are also responsible for preparing
the Remuneration Report.
Our responsibility is to audit the financial statements and the auditable part of
the Remuneration Report in accordance with relevant legal and regulatory
requirements and United Kingdom Auditing Standards issued by the Auditing
Practices Board. This report, including the opinion, has been prepared for and
only for the company’s members as a body in accordance with Section 235 of
the Companies Act 1985 and for no other purpose. We do not, in giving this
opinion, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true
and fair view and whether the financial statements and the auditable part of
the Remuneration Report have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the directors'
report is not consistent with the financial statements, if the company has not
kept proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law
regarding directors' remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the
implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements. The other
information comprises only the Chairman’s Statement, the Chief Executive’s
Review, the Financial Review, the Directors’ Report, the unaudited part of the
Remuneration Report, the Corporate Social Reponsibility statement and the
Corporate Governance statement (issued in June 1998).
We review whether the Corporate Governance statement reflects the
company's compliance with the seven provisions of the Combined Code
specified for our review by the Listing Rules of the Financial Services
Authority, and we report if it does not. We are not required to consider
whether the board's statements on internal control cover all risks and controls,
or to form an opinion on the effectiveness of the Group's corporate governance
procedures or its risk and control procedures.
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements
and the auditable part of the Remuneration Report. It also includes an
assessment of the significant estimates and judgements made by the directors
in the preparation of the financial statements, and of whether the accounting
policies are appropriate to the company's circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
and the auditable part of the Remuneration Report are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming
our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements.
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of affairs
of the Company and the Group at 31 March 2004 and of the profit and
cash flows of the Group for the year then ended;
• the financial statements have been properly prepared in accordance with
the Companies Act 1985; and
• those parts of the Remuneration Report required by Part 3 of Schedule 7A
to the Companies Act 1985 have been properly prepared in accordance
with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Uxbridge
18 May 2004
Report & Accounts 29 2004 2004 2004 2003
Continuing Acquired Total Total
Operations Businesses Operations Operations
Notes £m £m £m £m
Turnover 2 178.3 14.4 192.7 156.3
Cost of sales 137.8 11.8 149.6 122.1
Gross profit 40.5 2.6 43.1 34.2
Administrative expenses 22.6 1.8 24.4 18.6
Operating profit before goodwill amortisation 18.0 1.1 19.1 15.6
Goodwill amortisation 0.1 0.3 0.4 ––
Operating profit 3 17.9 0.8 18.7 15.6
Net interest receivable 7 - 0.5
Profit on ordinary activities before taxation 18.7 16.1
Taxation 9 6.1 4.9
Profit for the financial year 12.6 11.2
Dividends 11 9.6 9.0
Retained profit transferred to reserves 21 3.0 2.2
Earnings per share - basic 10 23.8p 21.2p
- diluted 10 23.6p 21.2p
Dividends per share 11 18.0p 16.9p
The profit for the financial years presented above is derived from continuing activities and acquisitions (see note 15) and includes all recognised gains and losses
for the year.
Consolidated Profit and Loss Account
for the year ended 31 March 2004
The related notes numbered 1 to 28 form part of these financial statements.
30   Business Post Group plc Consolidated Balance Sheet
at 31 March 2004
2004 2003
Notes £m £m
Fixed assets
Intangible assets 12 10.8 1.7
Tangible assets 13 32.7 30.4
Investments 14 0.1 0.1
43.6 32.2
Current assets
Debtors due within one year 16 37.4 29.8
Debtors due after one year 16 4.8 5.1
Cash at bank and in hand 4.6 1.6
46.8 36.5
Current liabilities
Creditors: Amounts falling due within one year 17 30.6 21.9
Net current assets 16.2 14.6
Total assets less current liabilities 59.8 46.8
Creditors: Amounts falling due after more than one year 18 9.0 ––
Provisions for liabilities and charges 19 1.6 1.0
Net assets 49.2 45.8
Capital and reserves
Called up share capital 20 5.3 5.3
Share premium account 21 10.3 9.9
Profit and loss account 21 33.6 30.6
Equity shareholders’ funds 22 49.2 45.8
The financial statements on pages 30 to 45 were approved by the board of directors on 18 May 2004 and were signed on its behalf by:
Peter Kane Peter Fitzwilliam
Chairman Finance Director
The related notes numbered 1 to 28 form part of these financial statements.
Report & Accounts 31 Company Balance Sheet
2004 2003
Notes £m £m
Fixed asset investments
In subsidiaries 14 13.9 2.7
In own shares 14 0.1 0.1
14.0 2.8
Current assets
Debtors 16 48.9 44.9
Cash at bank and in hand 2.8 1.6
51.7 46.5
Current liabilities
Creditors: Amounts falling due within one year 17 9.5 6.0
Net current assets 42.2 40.5
Total assets less current liabilities 56.2 43.3
Creditors: Amounts falling due after more than one year 18 9.0 -
Net assets 47.2 43.3
Capital and reserves
Called up share capital 20 5.3 5.3
Share premium account 21 10.3 9.9
Profit and loss account 21 31.6 28.1
Equity shareholders’ funds 47.2 43.3
The financial statements on pages 30 to 45 were approved by the board of directors on 18 May 2004 and were signed on its behalf by:
Peter Kane Peter Fitzwilliam
Chairman Finance Director
at 31 March 2004
The related notes numbered 1 to 28 form part of these financial statements.
32   Business Post Group plc Consolidated Cash Flow Statement
2004 2004 2003 2003
Notes £m £m £m £m
Net cash inflow from operating activities 25 22.6 13.7
Returns on investment and servicing of finance
Interest received 0.4 0.5
Interest paid (0.4) ––
Issue costs of hedging instrument (0.2) ––
(0.2) 0.5
Taxation (5.5) (4.9)
Capital expenditure and financial investment
Purchase of tangible assets (5.9) (4.3)
Proceeds from sale of tangible fixed assets 0.1 0.2
Net cash outflow from capital expenditure and financial investment (5.8) (4.1)
Acquisitions
Purchase of subsidiary undertakings 15 (9.6) (2.7)
Net cash acquired with subsidiary undertakings 15 –– 0.8
Net cash outflow from acquisitions (9.6) (1.9)
Equity dividends paid (9.1) (8.6)
Net cash outflow before financing (7.6) (5.3)
Financing
Term loan 10.0 ––
Issue of ordinary share capital 0.4 0.2
Net cash inflow from financing 10.4 0.2
Increase/(decrease) in cash 26 2.8 (5.1)
for the year ended 31 March 2004
The related notes numbered 1 to 28 form part of these financial statements.
Report & Accounts 33 Notes to the Financial Statements
1 Accounting Policies
Accounting convention
The financial statements are prepared under the historical 
cost convention and in accordance with applicable accounting standards.
The  principal accounting policies which have been applied consistently
throughout the year and the preceding year are summarised below.
Basis of consolidation
The Group financial statements consolidate the financial statements of
Business Post Group plc and its subsidiary companies for the year ended
31 March 2004. Advantage has been taken of Section 230 of the
Companies Act 1985 not to include the Company’s own profit and loss
account. The profit of the company for the year is £3.5m (2003: £2.2m).
Acquisitions and disposals
The results of businesses acquired or disposed of are consolidated from
or to the effective dates of acquisition or disposal.
Goodwill
Purchased goodwill, being the excess of the purchase consideration over
the fair value of identifiable net assets of the newly acquired
undertakings, is capitalised and written off evenly over its estimated
useful economic life.
Turnover
Turnover comprises the value of services provided and income earned in
respect of franchises sold, net of value added tax.
Pension costs
Contributions to the Group sponsored employees’ personal pension plans
and defined contribution schemes are charged to the profit and loss
account in the year in which they accrue.
Leases
Operating lease rentals are charged to the profit and loss account on a
straight line basis over the period of the lease except for non-operational
properties, where full provision is made for future rental costs, less any
rental income, up to the first break in the lease. Provision is also made for
the cost of making good dilapidations where required under property leases.
The benefits of rent free periods on property leases are spread evenly
over the period of the lease up to the date of the next rent review.
Rentals received under operating leases are credited on a straight line
basis over the lease term, even if the payments are not received on such
a basis.
Foreign exchange
Transactions in foreign currencies are recorded in Sterling at the rate
ruling at the transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate ruling at the
balance sheet date. All exchange differences are taken to the profit and
loss account as they arise.
Derivatives and financial instruments
Financial assets are recorded at the lower of cost and net realisable
value.
Gains and losses arising as a result of interest rate derivatives, which
manage the interest rate exposure on borrowings, are carried forward so
that the profit and loss account reflects the rate of interest applicable to
the financial instrument that has been entered into.
The Group does not hold or issue derivative financial instruments for
speculative purposes.
Investments
Fixed asset investments are shown at cost less provision for impairment.
Shares held by the Employee Share Ownership Trust for the purposes of
satisfying the Company’s commitments under the Long Term Incentive
Plan are amortised over the life of the Plan.
Impairment
The directors carry out a review of the carrying value of intangible and
tangible fixed assets if an event has taken place that suggests that there
could be an impairment in value. Where, in their opinion, there has been
an impairment then the assets concerned are written down to their
recoverable amount. The amount of the impairment is charged to the
profit and loss account.
Depreciation
Depreciation is calculated to write down the cost of tangible fixed assets
to their estimated residual values over the following useful economic
lives:
• Freehold buildings - fifty years on a straight line basis
• Short leasehold premises - the period of the lease on a straight line
basis
• Motor vehicles, plant, and equipment - 10% to 33.3% annually on a
reducing balance basis
• Computer equipment - 20% to 33% annually on a straight line basis.
Deferred taxation
Deferred tax is provided in full on timing differences between the
recognition of gains and losses in the financial statements and their
recognition in tax computations, except that a net deferred tax asset is
recognised only when it can be regarded as more likely than not it will be
recovered. Deferred tax is provided at current rates and is not discounted.
Deferred tax assets and liabilities are offset where they relate to taxes
levied by the same tax authority and are in the same taxable entity or
group.
34   Business Post Group plc Notes to the Financial Statements
2 Segmental Analysis of Results
Continuing
Operations Acquisitions Total Total
Turnover 2004 2004 2004 2003
Business segment £m £m £m £m
Express 127.5 –– 127.5 123.8
International 21.2 –– 21.2 18.2
HomeServe 17.4 –– 17.4 7.6
Courier 10.5 –– 10.5 4.5
Other 1.7 –– 1.7 2.2
UK Pallets –– 14.4 14.4
––
Consolidated Turnover 178.3 14.4 192.7 156.3
Operating Profit 17.9 0.8 18.7 15.6
The business does not allocate or apportion any costs or assets to any business segments. All turnover originates in one geographical area, being the 
United Kingdom.
3 Operating Profit
2004 2003
£m £m
Operating profit is stated after charging/(crediting):
Depreciation of tangible fixed assets 3.9 3.3
Amortisation of goodwill 0.4 ––
Loss on disposal of fixed assets 0.1 ––
Operating lease rentals payable      - plant and machinery 4.7 4.1
- other 2.4 1.8
Operating lease rentals receivable   - plant and machinery (0.9) (0.9)
- other (0.2) ––
Auditors’ remuneration 0.1* 0.1*
* This includes £10,000 (2003: £10,000) for the audit of the Company.
Services provided by the Group’s auditor
During the year the Group obtained the following services from the Group’s auditor at costs as detailed below:
2004 2003
£m £m
Audit services
- statutory audit 0.1 0.1
Tax services
- compliance services 0.1 ––
0.2 0.1
4 Employees
2004 2003
Number Number
The average number of persons (including executive directors) employed by the Group during the year was as follows:
Administrative 206 139
Operational 1,676 1,468
1,882 1,607
5 Employment Costs
2004 2003
£m £m
The employment costs incurred by the Group, including executive directors, were:
Wages and salaries 31.9 24.1
Social security costs 2.8 2.0
Other pension costs 0.5 0.5
35.2 26.6
Report & Accounts 35 Notes to the Financial Statements
6 Pension Costs
The Group sponsors employees’ personal pension plans. Contributions were made by the Group at rates of between 3 per cent and 12.5 per cent of the
eligible employees' salaries in the year ended 31 March 2004. The directors’ pension arrangements are set out in the Remuneration Report
7 Net Interest Receivable
2004 2003
£m £m
Interest receivable 0.4 0.5
Interest payable (0.4) ––
–– 0.5
8 Directors’ Remuneration
Details of directors’ remuneration are set out in the Remuneration Report.
9 Taxation
2004 2003
£m £m
The charge for taxation is based on the profit for the year and comprises:
UK Corporation tax at 30% (2003: 30%)
- current year 5.7 4.9
Deferred tax
- current year 0.1 ––
- prior year 0.3 ––
6.1 4.9
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before
tax is as follows:
2004 2003
£m £m
Profit on ordinary activities before tax 18.7 16.1
Tax at 30% (2003: 30%) thereon 5.6 4.9
Expenses not deductible for tax purposes 0.2 ––
Depreciation in excess of capital allowances (0.1) ––
Current tax change 5.7 4.9
10 Earnings per share
The basic earnings per share has been calculated by dividing the profit for the financial year of £12.6m (2003: £11.2m) by the weighted average number of
ordinary shares in issue for the year ended 31 March 2004 of 53,155,846 (2003: 53,048,564). Diluted earnings per share have been calculated by adjusting
the weighted average number of ordinary shares by 413,426 (2003: 66,914) for the effect of the exercise of share options, increasing the number of shares to
53,569,272 (2003: 53,115,478).
11 Dividends
2004 2003
£m £m
Interim of 5.95p (2003: 5.6p) paid on 5 January 2004 3.2 3.0
Final of 12.05p (2003: 11.3p) payable on 22 July 2004 6.4 6.0
9.6 9.0
Total dividends per share 18.0p 16.9p
Dividends amounting to £4,433 (2003: £5,915) in respect of the company’s shares held by an employee share trust (note 14) have been deducted in arriving
at the total dividends shown in the profit and loss account.
36   Business Post Group plc 12 Intangible Fixed Assets - the Group
Goodwill
2004 2003
£m £m
Cost
At 1 April 1.7 ––
Additions 9.5 1.7
At 31 March 11.2 1.7
Amortisation
At 1 April –– ––
Charge for the year 0.4 ––
At 31 March 0.4 ––
Net book amount at 31 March 10.8 1.7
The goodwill arising on the acquisition of both BXT Ltd and Weaver (Four Oaks) Ltd is being amortised on a straight line basis over 20 years. This period is
the period over which the directors estimate that the value of the underlying business acquired is expected to exceed the value of the underlying assets.
13 Tangible Fixed Assets - the Group
Motor
Freehold Short vehicles,
land and leasehold plant and Computer
buildings premises equipment equipment Total
£m £m £m £m £m
Cost
1 April 2003 23.0 0.7 12.0 12.7 48.4
Additions –– –– 4.1 1.8 5.9
Acquisition of subsidiary undertaking –– 0.2 0.3 –– 0.5
Disposals –– (0.1) (1.3) (6.2) (7.6)
31 March 2004 23.0 0.8 15.1 8.3 47.2
Depreciation
1 April 2003 2.0 0.2 7.0 8.8 18.0
Disposals –– –– (1.2) (6.2) (7.4)
Charge for the year 0.4 0.1 1.6 1.8 3.9
31 March 2004 2.4 0.3 7.4 4.4 14.5
Net book value
31 March 2004 20.6 0.5 7.7 3.9 32.7
31 March 2003 21.0 0.5 5.0 3.9 30.4
Included in freehold land and buildings is freehold land with a cost of £7.7m (2003: £7.7m) which is not depreciated.
The Company owned no tangible fixed assets at 31 March 2004 (2003: £Nil).
Notes to the Financial Statements
Report & Accounts 37 14 Investments
Investment in subsidiaries
2004 2003
£m £m
Cost
1 April 2.7 ––
Additions (See note 15) 11.6 2.7
31 March 14.3 2.7
Amortisation
1 April –– ––
Amortisation charge 0.4 ––
31 March 0.4 ––
Net book amount as at 31 March 13.9 2.7
The company has the following principal wholly owned trading subsidiaries, all operating within the United Kingdom:
Percentage
Country of of ordinary shares
Nature of business incorporation held by the Group
Business Post Ltd Parcel and express mail collection and delivery services England 100%
BXT Ltd Technical courier services England 100%
UK Pallets Ltd Collection and delivery services for palletised goods England 100%
Own shares
£m
Cost
1 April 2003 and 31 March 2004 0.2
Amortisation
1 April 2003 and 31 March 2004 0.1
Net book value
31 March 2003 and 31 March 2004 0.1
The Company established an Employee Share Ownership Trust on 4 August 1999, whose purpose is to hold shares in the Company for subsequent transfer 
to employees under the Long Term Incentive Plan. At 31 March 2004 the trust held 24,626 (2003: 35,000) shares with a nominal value of £2,463 (2003: £3,500)
in the Company which have been conditionally gifted to employees under the Plan. The market value of these shares at 31 March 2004 was £0.1m (2003 :
£0.1m). Dividends are waived on all shares held by the trust until vested and the cost of the shares purchased are charged to the profit and loss account over
the relevant performance periods. Costs of administration are dealt with in the profit and loss account.
15 Acquisitions
On 26 July 2003 the Group purchased Weaver (Four Oaks) Ltd, trading as Weaver Pallet Express, a Midlands-based express palletised goods delivery business,
for an initial amount of £8.9m in cash and a deferred amount of up to £3.5m comprising cash and shares in equal proportions. On 4 August 2003 the company
name was changed to UK Pallets Ltd and trades under that name. From the date of acquisition to 31 March 2004, the acquisition contributed £14.4m to turnover and
£0.8m to operating profit. The contingent element is dependent on the results of UK Pallets Ltd for the year ended 31 March 2004. Management have estimated
that the deferred consideration payable is £2.0m, due no later than 31 July 2004.
The last financial period for Weaver (Four Oaks) Ltd was for a fifteen month period ending 31 March 2003, and was audited by BDO Stoy Hayward. The accounts
show a profit after tax of £0.9m. For the period since that date to the date of acquisition, Weaver (Four Oaks) Ltd unaudited management accounts show:
£m
Turnover 7.0
Operating loss 0.1
Loss before taxation 0.1
Taxation ––
Loss attributable to shareholders 0.1
Notes to the Financial Statements
38   Business Post Group plc Notes to the Financial Statements
Book Fair Value
Value adjustments Fair Value
Weaver (Four Oaks) Ltd Acquisition £m £m £m
Tangible fixed assets 0.5 –– 0.5
Debtors and prepayments 4.3 –– 4.3
Creditors and accruals (2.0) (0.1) (2.1)
Taxation (0.5) –– (0.5)
Defered taxation (0.1) –– (0.1)
Net assets acquired 2.2 (0.1) 2.1
Goodwill 9.5
Total consideration 11.6
Represented by:
Professional fees 0.7
Consideration settled by cash 8.9
Deferred consideration 2.0
11.6
The book value of assets and liabilities have been taken from the management accounts of Weaver (Four Oaks) Ltd at 26 July 2003, the date of acquisition.
Fair value adjustments comprise additional accruals for operating costs.
16 Debtors
Group Company
2004 2003 2004 2003
£m £m £m £m
Trade debtors 34.5 25.9 –– ––
Amounts due from subsidiary undertakings –– –– 48.7 44.9
Amounts due from franchisees 5.2 6.0 –– ––
Other debtors 0.8 1.6 –– ––
Prepayments and accrued income 1.7 1.4 0.2 ––
42.2 34.9 48.9 44.9
Included in amounts due from franchisees are amounts recoverable after more than one year in respect of loans of £4.8m (2003: £5.1m) for the Group and
£Nil for the Company (2003: £Nil).
17 Creditors: Amounts Falling Due Within One Year
Group Company
2004 2003 2004 2003
£m £m £m £m
Term loan (note 18) 1.0 –– 1.0 ––
Bank overdraft 0.2 –– –– ––
Trade creditors 7.6 5.0 –– ––
Amounts owed to franchisees 3.9 2.9 –– ––
Corporation tax 2.8 2.2 –– ––
Other taxes and social security 3.1 4.4 –– ––
Other creditors 0.1 –– –– ––
Deferred consideration 2.0 –– 2.0 ––
Accruals and deferred income 3.4 1.4 –– ––
Dividends 6.5 6.0 6.5 6.0
30.6 21.9 9.5 6.0
Included within dividends payable is £50,000 of unclaimed dividends.
Report & Accounts 39 18 Creditors: Amounts Falling due After One Year
Group Company
2004 2003 2004 2003
£m £m £m £m
Unsecured term loan 9.0 –– 9.0 ––
The term loan, whilst unsecured, is guaranteed by subsidiaries of Business Post Group plc and is repayable in equal annual instalments of £1m.
19 Provisions for Liabilities and Charges - the Group
Deferred Property
taxation leases Total
£m £m £m
1 April 2003 0.7 0.3 1.0
Charged to Profit and Loss Account
Deferred taxation 0.4 –– 0.4
Dilapidations –– 0.1 0.1
Acquisition of subsidiary undertaking 0.1 –– 0.1
31 March 2004 1.2 0.4 1.6
The provision for property leases relates to dilapidations on properties under leases expiring within 1 year and up to 17 years.
Deferred Taxation 2004 2003
£m £m
Deferred taxation potential and provided in respect of:
Accelerated capital allowances 1.2 0.8
Other timing differences –– (0.1)
31 March 1.2 0.7
20 Called up Share Capital
2004 2003
£m £m
(1) Authorised
70,000,000 ordinary shares of 10p each 7.0 7.0
(2) Issued, allotted and fully paid
53,297,614 ordinary shares of 10p each (2003: 53,105,014) 5.3 5.3
All of the shares issued during the year relate to the exercise of share options. The consideration received was £0.4m.
(3) Share options
Options granted as at 31 March 2004 under the Business Post Group plc share option schemes were as follows:
Subscription Normal
Number price per share exercise date
Senior executive share option scheme I 13,274 226p 08.06.04 to 08.06.11
Senior executive share option scheme II 163,716 226p 08.06.04 to 08.06.11
Employee share option scheme 12,641 214p 30.06.98 to 30.06.05
Sharesave scheme 213,045 170p - 338p 01.02.04 to 01.08.06
New Executive 2001 share option scheme 2,623,917 204p - 487p 31.07.04 to 30.07.13
Franchisee 279,588 380p - 411p 12.07.05 to 30.06.13
Notes to the Financial Statements
40   Business Post Group plc 21 Reserves
Profit and loss account Group Company
£m £m
1 April 2003 30.6 28.1
Retained profit for the year 3.0 3.5
31 March 2004 33.6 31.6
Share premium account Group Company
£m £m
1 April 2003 9.9 9.9
Premium on shares issued 0.4 0.4
31 March 2004 10.3 10.3
22 Reconciliation of Movements in Equity Shareholders’ Funds Group
2004 2003
£m £m
Retained profit for the year 3.0 2.2
New share capital subscribed 0.4 0.2
Net addition to shareholders’ funds 3.4 2.4
Opening shareholders’ funds 45.8 43.4
Closing shareholders’ funds 49.2 45.8
23 Derivatives and other financial instruments
Short term debtors and creditors
Short term debtors and creditors have been excluded from all the following disclosures, other than the currency risk disclosures.
Interest rate risk profile of financial liabilities
The interest risk profile of the Group's financial liabilities at 31 March 2004, after taking account of the interest rate cap used to manage the interest 
profile was:
2004 2003
Book Floating Rate Book Floating Rate
Value Financial Value Financial
Total Liabilities Total Liabilities
Currency £m £m £m £m
Sterling term loan 10.0 10.0 –– ––
Sterling bank overdraft 0.2 0.2 –– ––
10.2 10.2 –– ––
The interest rate on the term loan is based on a floating rate linked to the London Inter Bank Offer Rate (“LIBOR”). A separate interest rate cap exists to reduce
exposure to fluctuations in the LIBOR rate, ensuring that the interest exposure is capped at 6.0%. The loan has been disclosed as a floating rate financial liability
as the interest rate cap has not been breached. The interest rate on the overdraft is based on a floating rate linked to the Bank of England rate.
All the Group's creditors falling due within one year (other than bank and other borrowings) are excluded from the above table either due to the exclusion of
short term items or because they do not meet the definition of a financial liability, such as tax balances.
Notes to the Financial Statements
Report & Accounts 41 Notes to the Financial Statements
Interest rate risk profile of financial assets
2004 2003
Long term Long term
interest- interest-
Cash at bank earning Cash at bank earning
and in hand debtors Total and in hand debtors Total
£m £m £m £m £m £m
Currency
Sterling 4.3 5.2 9.5 1.1 6.0 7.1
Euro 0.3 –– 0.3 0.5 –– 0.5
At 31 March 4.6 5.2 9.8 1.6 6.0 7.6
Floating rate 4.6 5.2 9.8 1.6 6.0 7.6
At 31 March 4.6 5.2 9.8 1.6 6.0 7.6
Long term debtors earn interest based on a floating rate linked to the Bank of England rate.
Maturity of financial liabilities
The maturity profile of the carrying amount of the Group’s financial liabilities, other than short term trade creditors and accruals was as follows:
2004 2003
Group Company Group Company
debt debt debt debt
£m £m £m £m
On demand or within one year (note 17) 3.2 3.0 –– ––
Between one and two years 1.0 1.0 –– ––
Between two and five years 4.0 4.0 –– ––
After five years 4.0 4.0 –– ––
12.2 12.0 –– ––
The Group has undrawn borrowing facilities of £10m. These facilities are in place until 30 June 2004.
The only monetary asset or liability that is denomination in a foreign currency is a Euro bank account balance of £0.3m (2003: £0.5m).
Fair value of financial assets and liabilities
The following table provides a comparison by category of the carrying amounts and the fair values of the Group's financial assets and liabilities at 31 March
2004 and 2003. Fair value is the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing
parties, other than a forced or liquidation sale and excludes accrued interest. Where available, market values have been used to determine fair values. Where
market values are not available, fair values have been calculated by discounting expected cash flows at prevailing interest rates. Set out below is a summary
of the methods and assumptions used for each category of financial instrument. 
42   Business Post Group plc Notes to the Financial Statements
2004 2003
Book Value Fair Value Book Value Fair Value
£m £m £m £m
Primary financial instrument held or issued to finance 
the Group's operations:
Short term borrowings (1.2) (1.2) –– ––
Long term borrowings (9.0) (9.0) –– ––
Cash at bank and in hand 4.6 4.6 1.6 1.6
Interest earning long term debtors 5.2 5.2 6.0 6.0
Derivative financial instrument held to manage the
interest rate profile:
Interest rate cap 0.2 0.2 –– ––
An interest rate cap agreement, expiring on 31 July 2008, with interest capped at 6%, was taken out during the year to minimise exposure to increases in
the floating rate of interest on the term loan (note 18).
Derivative financial instrument held to manage 
fuel volatility profile:
2004 2003
Book Value Fair Value Book Value Fair Value
£m £m £m £m
Fuel forward contract –– –– –– 0.1
The fuel forward contract hedges against fluctuations in the purchase price of diesel and expired on 31 March 2004. A new contract was entered into on 
1 April 2004, which expires on 31 March 2005.
Summary of methods and assumptions
Interest rate cap
Short-term deposits and borrowings
Long term borrowings
Hedges
As explained in the Financial Review section of the Report and Accounts, entitled "Exposure to Financial Risk" the Group's policy is to hedge the following
exposures:
Interest rate risk - using interest hedges
Fuel fluctuation - using specific price hedges
There are no unrecognised gains or losses arising from the above hedges which have not been charged to the profit and loss account during the year.
Fair value is based on the market price of comparable instruments at the balance
sheet date.
The fair value of short-term deposits, loans and overdrafts approximates to the
carrying amount because of the short maturity of these instruments.
The fair value of the bank loan approximates to the value reported in the balance
sheet since it carries a floating rate where payments are reset to market rates at
intervals less than one year.
Report & Accounts 43 Notes to the Financial Statements
Financial instruments held for trading purposes
The Group does trade in financial instruments.
2004 2003
Book Value Fair Value Book Value Fair Value
£m £m £m £m
Primary financial instrument: Cash at bank and in hand 4.6 4.6 1.6 1.6
Derivative financial instrument: Fuel forward contract –– –– –– 0.1
Derivative financial instrument: Interest rate cap 0.2 0.2 –– ––
24 Financial Commitments
(1) Operating leases
At 31 March the Group had the following annual commitments in respect of non-cancellable operating leases:
Group Group
2004 2003
Land and Land and
buildings Other buildings Other
£m £m £m £m
Expiring within one year 0.1 0.5 0.1 0.3
Expiring within two to five years 0.8 3.9 0.5 3.0
Expiring after five years 1.2 –– 1.1 ––
2.1 4.4 1.7 3.3
(2) Capital commitments Group
2004 2003
£m £m
Contracted for at 31 March 0.4 ––
25 Reconciliation of Operating Profit to Operating Cash Flows 2004 2003
£m £m
Operating profit 18.7 15.6
Depreciation and amortisation 4.3 3.3
Increase in debtors (3.6) (6.3)
Increase in creditors 1.3 1.6
Increase in provisions 0.1 ––
Decrease/(increase) in net amounts due from franchisees 1.8 (0.5)
Net cash inflow from operating activities 22.6 13.7
The cashflow contribution from the acquisition of UK Pallets Ltd, formerly Weaver (Four Oaks) Ltd, includes £0.8m inflow from operating activities, £0.4m
outflow from taxation paid, and a net £0.4m outflow from capital expenditure.
44   Business Post Group plc Notes to the Financial Statements
26 Analysis of Net Funds
2004 2003
£m £m
1 April 1.6 6.7
Increase/(decrease) in cash 2.8 (5.1)
31 March 2004 4.4 1.6
All cash was denominated in sterling at 31 March 2004 except for £0.3m held in Euro current accounts. A commentary of the Group’s treasury policy is
included in the financial review.
27 Analysis of Net Debt
At 1 April At 31 March
2003 Cash Flow 2004
£m £m £m
Cash at bank in hand 1.6 3.0 4.6
Overdrafts –– (0.2) (0.2)
1.6 2.8 4.4
Debt due within one year –– (1.0) (1.0)
Debt due after one year –– (9.0) (9.0)
–– (10.0) (10.0)
Net debt 1.6 (7.2) (5.6)
28 Ultimate Controlling Party
P Kane, a director of the Company, and members of his close family and certain family trusts the beneficiaries of which are persons connected with P Kane,
control directly and indirectly 46.5% of the issued share capital of the Company. In addition his brother, M Kane controls a further 13.1% of the issued share
capital of the Company.
Report & Accounts 45 Five Year Summary of Results
2004 2003 2002 2001 2000
£m £m £m £m £m
Turnover 192.7 156.3 131.7 123.7 114.3
Cost of sales 149.6 122.1 100.1 95.1 84.8
Gross profit 43.1 34.2 31.6 28.6 29.5
Administrative expenses 24.4 18.6 17.0 16.3 13.3
Operating profit before goodwill amortisation 19.1 15.6 14.6 12.3 16.2
Goodwill amortisation 0.4 –– –– –– ––
Operating profit 18.7 15.6 14.6 12.3 16.2
Net interest receivable –– 0.5 0.5 0.4 0.4
Profit on ordinary activities before taxation 18.7 16.1 15.1 12.7 16.6
Taxation 6.1 4.9 4.5 3.8 5.0
Profit for the financial year 12.6 11.2 10.6 8.9 11.6
Dividends 9.6 9.0 8.5 8.0 8.0
Retained profit transferred to reserves 3.0 2.2 2.1 0.9 3.6
Earnings per share - basic 23.8p 21.2p 20.0p 16.9p 21.9p
Dividends per share 18.0p 16.9p 16.0p 15.1p 15.1p
The calculation of earnings per share for the five years ended 31 March 2004 is based on the following weighted numbers of shares in issue:
31 March 2004 53,155,846
31 March 2003 53,048,564
31 March 2002 53,012,798
31 March 2001 53,007,905
31 March 2000 52,903,803
46   Business Post Group plc Notice of Meeting
Notice is hereby given that the Annual General Meeting of Business Post Group plc will be held at the London Capital Club, 15 Abchurch Lane, London EC4 at 12
noon on 13 July 2004 for the following purposes: 
Ordinary Business
1 To receive the directors’ report and the accounts for the year ended 31 March 2004. Resolution 1
2 To declare a final dividend of 12.05p net per ordinary share for the year ended 31 March 2004, payable to 
shareholders on 22 July 2004 who are on the register on 2 July 2004. Resolution 2
3 To approve the Remuneration Report of the Directors Resolution 3
4 To elect Philip Stephens as a director. Resolution 4
5 To re-elect Guy Buswell as a director. Resolution 5
6 To re-elect Paul Carvell as a director. Resolution 6
7 To re-elect Russell Hodgson as a director. Resolution 7
8 To re-appoint the auditors, PricewaterhouseCoopers LLP , and to authorise the directors to determine the auditors’ remuneration. Resolution 8
Special Business
To consider and, if thought fit, to pass the following resolutions which will be proposed as to Resolution 9 as an Ordinary Resolution and as to Resolutions 10 and
11 as Special Resolutions:- 
9 That: 
9.1 the directors be and they are hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (“the Act”) to
exercise all the powers of the Company to allot relevant securities (within the meaning of section 80(2) of the Act) up to a maximum aggregate nominal
amount of £1,670,239 provided that this authority shall (unless previously revoked or varied by the Company in general meeting) expire at the conclusion
of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in  pursuance
of such an offer or agreement as if the authority conferred hereby had not expired; and 
9.2 the authority hereby conferred upon the directors replaces the authority conferred upon the directors pursuant to the resolution passed by shareholders of
the Company on 10 July 2003 provided that such replacement shall not have retrospective effect. 
Resolution 9
10 That: 
10.1 the directors be and they are hereby empowered to allot equity securities (within the meaning of section 94 of the Companies Act 1985 (“the Act”))
wholly for cash pursuant to the authority conferred on the directors by resolution 9 contained in the notice of the Annual General Meeting of the
Company of which this resolution forms part as if sub-section (1) of section 89 of the Act did not apply to any such allotment provided that this power
shall be limited to: 
10.1.1 the allotment of equity securities in connection with a rights issue open offer or otherwise in favour of ordinary shareholders where the equity 
securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of
ordinary shares held by them and for the purposes of this resolution “rights issue” means an offer of equity securities open for acceptance for a
period fixed by the directors to: 
(a) holders on the register on a fixed record date of ordinary shares in proportion to their respective holdings; and 
(b) holders on the register on a fixed record date of other equity securities to the extent expressly required or (if considered appropriate by the 
directors) permitted by the rights attached thereto; 
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements 
or legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange or otherwise in any territory, and 
10.1.2 the allotment (otherwise than pursuant to paragraph 10.1.1 above) of equity securities up to an aggregate nominal value of £266,488; 
and shall (unless previously revoked or varied by the Company in general meeting) expire on the earlier of 13 October 2005 or the conclusion of the 
next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or 
agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance 
of such offer or agreement as if the power conferred hereby had not expired; and 
10.2 all authorities conferred under section 95 of the Companies Act 1985 prior to the date of this Annual General Meeting be and they are hereby revoked
provided that such revocation shall not have retrospective effect. 
Resolution 10
Report & Accounts 47 Notice of Meeting
11. That pursuant to Article 9 of the Company’s Articles of Association and Section 166 of the Companies Act 1985, the Company be and is hereby authorised
to make market purchases of ordinary shares of 10p each in the capital of the Company provided that: 
11.1 the maximum number of ordinary shares hereby authorised to be purchased is 5,329,761; 
11.2 the minimum price which may be paid for each ordinary share is 10 pence per ordinary share which amount shall be exclusive of expenses; 
11.3 the maximum price which may be paid for each ordinary share is, in respect of an ordinary share contracted to be purchased on any day, an amount
(exclusive of expenses) equal to 105% of the average of the mid-market quotations for an ordinary share of the Company as derived from the Daily Official
List of the London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; 
11.4 the authority hereby conferred shall expire on the earlier of 13 October 2005 or the conclusion of the next Annual General Meeting of the Company
after the date of passing this resolution, unless such authority is renewed prior to such time; and 
11.5 the Company may conclude a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will
or may be exercised wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract
as if the authority hereby conferred had not expired. 
Resolution 11
By order of the Board 
Peter Fitzwilliam 
Company Secretary 
18 May 2004 
Notes
1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of
him.  Such proxy or  proxies need not be a member of the Company. 
2. A form of proxy is provided. To be effective, a form of proxy must be completed, signed and (together with the original or a notarially certified copy of any
power of attorney or other authority under which it is executed) lodged at the Company’s registered office at 464 Berkshire Avenue, Slough, Berkshire, SL1 4PL
not later than 48 hours before the time of the meeting. Depositing a completed form of proxy will not preclude a member from attending the meeting and voting
in person. 
3. There will be available for inspection at the registered office of the Company on any weekday (except Saturday) during normal business hours from the date
of this notice until the day of the Annual General Meeting and at the place of the Annual General Meeting for a period of 15 minutes prior to and during the
Annual General Meeting copies of contracts of service between directors and the Company, and the register of directors’ interests in shares of the Company
kept in accordance with section 325 of the Act. 
4. The Company, pursuant to Regulation 41 of the Uncertified Securities Regulations 2001 specifies that only those shareholders registered in the register of
members of the Company as at 6.00 pm on 9 July 2004 shall be entitled to attend and vote at the aforesaid general meeting in respect of the number of shares
registered in their name at that time. Changes to entries on the relevant register of securities after 6.00 pm on 9 July 2004 shall be disregarded in determining
the right of any person to attend or vote at the meeting. 
48   Business Post Group plc 30 June 2004 Shares become ex dividend
2 July 2004 Record date for dividend
13 July 2004 Annual General Meeting
22 July 2004 Payment of final dividend for the year ended 31 March 2004
November 2004 Announcement of interim results and interim dividend for the year ending 31 March 2005
January 2005 Payment of interim dividend for the year ending 31 March 2005
Financial Calendar
Operations
Express House, Wolseley Drive
Heartlands, Birmingham  B8 2SQ
Tel: 0121 335 1000
Fax: 0121 335 1003
www.businesspost.biz
Finance
464 Berkshire Avenue
Slough, Berkshire  SL1 4PL
Tel: 01753 706000
Fax: 01753 706141
www.businesspost.biz
Company Number
02800218
Head Offices
Designed and Produced by Business Post Marketing