Booker Group plc
equity House
Irthlingborough road 
Wellingborough
Northants NN8 1l T
www.bookergroup.com
Annu Al Repo Rt & Accounts 2013
Driving an D broa Dening the business Booker Group plc
aNNual repor T & accouNT s 2013 Booker Group is the UK’s leading food wholesaler. 
The Group now comprises Booker Wholesale, Makro, Booker Direct, Classic 
Drinks, Ritter Courivaud, Chef Direct and Booker India. Together we are 
privileged to serve 1.5 million customers.
Highlights 1
Business Profile 2
Chairman’s Statement 3
Chief Executive’s Review 4
Group Finance Director’s Report 7
Directors and Officers 10
Corporate Governance 12
Audit Committee Report 18
Nomination Committee Report 21
Remuneration Report 23
Directors’ Report 37
Consolidated Income Statement 42
Consolidated Statement of Comprehensive Income 42
Consolidated Balance Sheet 43
Consolidated Cash Flow Statement 44
Consolidated Statement of Changes in Equity 45
Notes to the Group Financial Statements 46
Company Balance Sheet  71
Notes to the Company Financial Statements 72
Statement of Directors’ Responsibilities 75
Independent Auditor’s Report to the Members of Booker Group plc 76
Directors, Officers and Professional Advisers 77
Notes: This document includes forward looking statements with respect to Booker Group plc’s (the Group’s) plans and its current goals and expectations relating to its future financial condition, 
performance and results. These forward looking statements sometimes contain words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘may’, ‘might’, ‘will’, ‘could 
‘ or other words of similar meaning. Any forward looking statements made throughout this document represent management’s best judgement as to what may occur in the future. However, 
by their nature, forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond the Group’s 
control, including, among other things, those risks listed in the Corporate Governance section of these Report and Accounts. As a result, the Group’s actual financial condition, performance 
and results for the current and future fiscal periods and corporate developments may differ materially from those expressed or implied by the plans, goals and expectations set forth in any 
forward-looking statements, and persons receiving this document should not place reliance on forward-looking statements. 
The Group expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other forward-
looking statements it may make or to reflect any change in the Group’s expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement 
is based. Forward-looking statements made in this document are current only as of the date on which such statements are made.  Booker Group plc 
annual report & accounts 2013
1
HIGHl IGHTS
“ In November 2005 we announced the plan to Focus, Drive and Broaden 
the business. We continue to make good progress.” 
 Charles Wilson, Chief Executive.
Financial Highlights (Makro not consolidated)
2012/13 was a 52 week reporting period, however 2011/12 was 
a 53 week reporting period. In order to make a comparison sales 
and profit are compared with the first 52 weeks of last year.
• Total sales £4.0bn, +3.5% 
• l ike-for-like sales +3.3%: non tobacco +4.5%, tobacco + 1.3%
• Operating profit (pre £3m exceptional charge related 
to Makro acquisition costs) +12% to £99.1m
• Profit before tax +13% to £101.4m 
• Profit after tax +12% to £83.1m 
• Basic earnings per share up 0.16 pence to 4.93 pence, 
after equity dilution arising from the share element of the 
Makro consideration
• Net cash of £77.2m (2012: £63.4m), after paying £15.8m  
in respect of the cash element of the Makro consideration
• Proposed final dividend up 15% at 2.25 pence per share, 
making a total dividend for the year of 2.63 pence per 
share, up 15%
Operational Highlights
• Customer satisfaction continued to improve and we 
increased sales by £135m 
• Sales to caterers +6.2% and sales to retailers +2.0% 
• Delivered sales up 9.5% to £1.15bn 
• Internet sales up 10.9% to £704m 
• Booker Direct, Ritter Courivaud and Classic are performing 
well and Chef Direct is becoming the new force in 
foodservice 
• Clearance from the Competition Commission was received 
on 19 April 2013. Makro and Booker are now coming 
together to improve choice, price and service for caterers, 
retailers and small business via the web, delivery and cash 
and carry 
• Our Indian business currently has four branches and 
continues to make progress with the opening of a further two 
in the year ahead
Sales change
%
Net (Debt)/Cash
£m
Operating Profit 
£m
Dividend Per Share 
p
(124.8)
2007
2006
2008
2009
2010
2011
2012
2013
(76.5) (0.9)
(47.2)
(24.9)
7.0
2.3 46.1 0.3p
35.7
21.7
57.8 1.0p
66.6 1.27p
76.5 1.67p
88.6 2.28p
99.1 2.63p
27.1
63.4
77.2
(5.9)
6.5
6.2
7.3
3.5
3.3 2
Booker Group plc 
annual report & accounts 2013
BUSINESS PROFIl E (EXCl UDING MAKRO)
In the UK, Booker has 172 cash and carry business centres and a national delivery network which includes the Ritter-Courivaud 
and Classic Drinks businesses acquired in October 2010. 
52 Weeks
Customer 
Numbers 
000’s
1
Sales 
£bn 
2009
Sales 
£bn 
2010
Sales
 £bn 
2011
Sales
2 
£bn 
2012
Sales 
£bn 
2013
Caterers 341 0.93 1.01 1.11 1.22 1.28
Retailers 86 2.19 2.31 2.41 2.56 2.62
Others 77 0.06 0.07 0.08 0.08 0.09
Total 504 3.18 3.39 3.60 3.86 3.99
Of our sales, £2.5bn is non-tobacco and £1.5bn is tobacco.
52 Weeks
Sales 
£bn 
2009
Sales 
£bn 
2010
Sales 
£bn 
2011
Sales
2 
£bn 
2012
Sales 
£bn 
2013
Non Tobacco 1.95 2.09 2.24 2.39 2.50
Tobacco 1.23 1.30 1.36 1.47 1.49
Total 3.18 3.39 3.60 3.86 3.99
£2.8bn of our sales are collected from the cash and carry by the customer. £1.2bn is delivered to the customers’ premises.
52 Weeks
Sales 
£bn 
2009
Sales 
£bn 
2010
Sales 
£bn 
2011
Sales
2 
£bn 
2012
Sales 
£bn 
2013
Collected from cash and carry 2.50 2.59 2.67 2.81 2.84
Delivered to customers’ premises 0.68 0.80 0.93 1.05 1.15
Total 3.18 3.39 3.60 3.86 3.99
Substantial progress has been achieved.
2009 2010 2011 2012
2
2013
Sales Change (52 Weeks) % +3.3 +6.5 +6.2 +7.3 +3.5
Operating Profit (52 Weeks) £m 57.8 66.6 76.5 88.6 99.1
Net (Debt) / Cash £m (24.9) 7.0 27.1 63.4 77.2
1
 Includes approximately 12,000 customers of Booker India, 3,000 of Ritter-Courivaud and 3,000 of Classic Drinks
2
 2012 was a 53 week statutory reporting period  Booker Group plc 
annual report & accounts 2013
3
CHAIRMAN’S STATEMENT
Booker Group 
plc has delivered 
another good 
performance
I am pleased to report that Booker 
Group plc has delivered another good 
performance. In the 52 weeks to 29 
March 2013 sales rose by 3.5% to 
£4.0bn and operating profit of £99.1m 
was up 12% as customer satisfaction 
continued to improve. The financial 
performance was good and the Group 
ended the financial year with net cash 
of £77.2m. The drive into the catering 
market is working, with sales to caterers 
up by 6.2%. Sales to retailers also rose 
by 2.0%. 
The plans to ‘Broaden’ the business 
are going well. In the 52 weeks to 29 
March 2013 Booker distributed £1.15bn 
of product to our customers’ premises 
versus £1.05bn last year as we continue 
to expand our delivered service. We 
launched Chef Direct last year and 
are pleased to have been awarded 
a number of prestigious accounts. 
Internet sales were £704m compared to 
£635m in the previous year and Booker 
India is making good progress. 
During the year we also acquired Makro. 
As the Competition Commission’s 
clearance of the transaction was 
received on 19 April 2013, Makro has not 
been consolidated into these accounts. 
We are delighted to have the team from 
Makro join Booker Group and we are 
also pleased to have Metro AG as a 
strategic partner and major shareholder.
I should like to thank all our colleagues 
for their contribution to the success of 
the Group in the year just ended.
Basic earnings per share were 4.93 
pence, up from 4.77 pence (52 weeks) 
last year, after a 9.99% equity dilution 
arising from the share element of the 
Makro consideration. Given the strong 
operational performance and cash flow 
of the business the Board recommends 
the payment of a final dividend of 2.25 
pence per share (2012: 1.95 pence per 
share) which, together with the interim 
dividend, makes a total dividend for the 
year of 2.63 pence per share (2012: 2.28 
pence per share). The final dividend is 
payable on 12 July 2013 to shareholders 
on the register on 14 June 2013.
Outlook
The economy is expected to remain 
difficult in the year ahead and the 
food wholesale market remains very 
competitive. Nevertheless, we expect 
to continue to make progress in this 
challenging environment. The Group’s 
trading in the first seven weeks of the 
current financial year is ahead of last 
year and we remain on course to meet 
our expectations for the year.
Annual General Meeting
Our Annual General Meeting will be 
held on 10 July 2013. The notice of 
Annual General Meeting separately 
accompanies this document.
Richard Rose
Chairman 4
Booker Group plc 
annual report & accounts 2013
Since November 2005 Booker Group 
has been seeking to ‘Focus, Drive and 
Broaden’ the business. We continue to 
make good progress. 
FOCUS  
(commenced November 2005)
Booker seeks to become the most 
efficient operator in our sector. Bryn 
Satherley and his team continue to 
improve business efficiency. We ‘stop, 
simplify and standardise’ work and 
invest most of the savings in customer 
service. Through tight cash management 
we have now increased net cash from 
£63.4m last year to £77.2m this year. 
This is after paying £15.8m as the cash 
consideration for the Makro deal.
DRIVE  
(commenced March 2006)
Booker Wholesale, our cash and carry 
business, served 486,000 customers 
this year up from 465,000 last year. Guy 
Farrant and the team continue to ‘Drive’ 
choice, price and service. Each year 
we survey 40,000 customers to identify 
where improvements can be made. 
Customer satisfaction improved again 
this year and our customer count has 
increased again, by 21,000 customers.
Choice Up
• In 2007 we launched Euro Shopper as 
an entry price brand for independent 
retailers. It now has retail sales of 
£156m. The range has 83 products 
and retailers achieve a minimum of 
30% margin. 
• In 2010 we launched Farm Fresh. 
Sales in the year to 29 March 2013 
were £55m. The quality and freshness 
of the produce is second to none and 
can be delivered to our customers 
within 48 hours of being harvested.
• Chef’s l arder is our own label brand 
for caterers. Sales were £207m, up 
13% on the prior year. Progress has 
been made across the range.
• During the year the UK food industry 
was challenged by horsemeat being 
found in some comminuted beef 
products. Over the past five years 
Booker has made good progress in 
tightening quality requirements and 
supply chain controls. None of our 
products were found to contain horse 
DNA. We will continue to improve 
quality and supply chain control in the 
years ahead.
Prices Down
• Ours is a very price competitive 
market. Every week we monitor 
prices versus competitors and 
during the year our price index 
remained competitive. In the year we 
“locked down” prices for caterers 
which has proved very effective in 
helping caterers plan their menu 
with confidence.
Better Service
• Stock availability further improved  
to be the best we have achieved.
• Our people are doing an excellent job. 
Our customers rate Booker people 
highly. Business Centre teams have 
been trained in PRIDE to help improve 
the Parking, Reception, Internal, 
Delivery and Exit experience.
• We have continued to expand  
and improve our delivery service.
• We have more specialist butchers and 
greengrocers within the business.
Catering
• Catering Sales grew by 6.2% to 
£1.4bn, as our choice, price and 
service continued to improve. Our 
catering development sales force 
continues to serve our existing 
customers and to introduce new 
customers to Booker.
CHIEF EXECUTIvE’S REvIEW
Since November 
2005 Booker Group 
has been seeking  
to ‘Focus, Drive  
and Broaden’  
the business Booker Group plc 
annual report & accounts 2013
5
Premier
• Premier, Booker’s symbol group, 
grew by 11%. The estate grew to 
2,802 stores. The retail development 
team has put a lot of work into 
compliance and building the sales 
and profits of existing Premier stores.
BROADEN  
(commenced April 2007)
In the UK, Booker seeks to offer the 
best choice, price and service to 
caterers, retailers and small business. 
We also seek to become the suppliers’ 
preferred route to market. We also want 
to sell new products and services and 
reach new customers. In India we seek 
to become the best supplier to Kirana 
stores. To achieve these objectives, 
we are ‘Broadening’ the business. 
‘Broaden’ includes:
Makro
• The most important change we have 
made to Broaden the Group is the 
acquisition of Makro. Makro serves 
1 million small business customers, 
has great people, good locations 
and excellent products. Through 
Booker and Makro coming together 
we seek to become the UK’s leading 
wholesaler to caterers, retailers and 
small businesses. We will offer our 
customers better choice, prices 
and service via the internet, delivery 
and cash and carry. The transaction 
was cleared by the Competition 
Commission on 19 April 2013 and as 
a result the Makro financials were not 
consolidated into the Group accounts 
for the year to 29 March 2013. The 
real merits of the transaction will 
appear in the next few years. We 
will combine the best ranges from 
Makro and Booker to improve overall 
choice. Through consolidating buying 
volumes we should improve prices 
for customers. Service will improve 
as we have increased capacity for 
delivery, and an integrated supply 
chain will improve availability. This 
should help the Group grow to an 
estimated £6bn of sales in the next 
few years. I am pleased that Steve 
Blan and the team at Makro are 
already settling into the Group. We 
paid for Makro through issuing 9.99% 
of our equity to Metro AG and a cash 
payment of £15.8m. We are delighted 
to have Metro AG as a strategic 
partner and major shareholder. We 
can see opportunities to source with 
Metro AG and to share expertise 
to the benefit of our UK business. 
The transaction has taken a year to 
complete and I am very grateful to all 
in Booker and Makro who have been 
patient during this process.
Improving the cash and carry 
business centre experience
• We have now converted 145 of our 
172 business centres to the ‘Extra’ 
format. This features a lighter, 
brighter business centre environment 
and an improved choice, price and 
service. The conversion pays back in 
around a year and we plan to convert 
a further 5 business centres to ‘Extra’ 
in the year ahead. The lessons from 
Extra will be rolled to the rest of the 
business and to Makro.
Harnessing the Internet
• Sales at booker.co.uk were £704m, 
up from £635m last year and £15m 
in 2005. All these sales are delivered 
to our customers’ premises. We have 
255,000 customers registered on 
the website compared to 170,000 
last year. Customers can view their 
account details, use an iPhone app 
and order products. We have also 
developed our first customer forum 
for Premier customers. 
Booker Direct/Ritter-Courivaud/
Classic Drinks/Chef Direct
• Mark Aylwin and his team are 
building our delivered wholesale 
business. Booker Direct has great 
customers including the prison 
service in England and Wales, Marks 
& Spencer and most of the cinema 
chains in the UK.
• In 2010 we acquired Classic Drinks, 
an on-trade wholesaler supplying 
pubs and licensed customers mainly 
in the North West. We are in the 
process of rolling this expertise out 
on a national basis.
• In 2010 we acquired Ritter-Courivaud, 
a leading speciality food supplier to 
restaurants. Through combining the 
logistics expertise we have in Booker 
Direct, with the catering knowledge 
from Ritter-Courivaud and the 
Groups’ buying scale, we launched 
Chef Direct in 2012. Chef Direct is 
based in Didcot and has won some 
important clients such as Aramark 
and l och Fyne Restaurants.
• In the last year the Group delivered 
£1.1bn of product to retailers and 
caterers in the UK. Through using 
some of the space in the Makro 
business centres we will be able to 
increase our delivered business. 
Booker India 
• In September 2009 we opened our 
first business centre in Mumbai. We 
now have 12,000 customers and 
the customer reaction has been 
excellent. We have also launched 
185 Happy Shopper symbol retailers 
which harness the lessons from 
Premier in the UK for the Kirana 
stores of Mumbai. In 2011 we opened 
our first joint venture business centre 
in Pune. Our partner in Pune is  6
Booker Group plc 
annual report & accounts 2013
continued
Satnam Arora, who has expertise 
which compliments our own. We now 
have 3 branches in Mumbai and one 
joint venture branch in Pune. We look 
forward to developing the Booker 
offer to become the best choice, 
price and service supplier to Kirana 
stores and caterers. We anticipate 
opening a further two branches in 
2013/14.
Sustainability
• Booker was the first UK food 
wholesaler to be awarded the Carbon 
Trust Standard and the first to 
achieve certification. Booker are also 
The Grocer Gold “Green Wholesaler 
of the Year” 2012.
• Booker ranked higher than any major 
wholesaler or multiple retailer in the 
2012 Government Carbon Reduction 
Commitment league table.
• 13,000 customers are now recycling 
with Booker through the packaging 
and used cooking oil recycling 
services. This helps our customers 
save money, increase recycling 
levels and support more sustainable 
communities throughout the UK.
• Overall Booker recycling volumes are 
up 42% against last year.
• We donated 126,000 meals to charity 
in the last quarter. A national roll out 
is underway for every branch to link 
up with local food charities.
People
• The progress at Booker has been 
achieved by our great team of people. 
We are committed to continuing to 
make Booker better and safer for 
colleagues. We are also developing 
talent. For example, there is a 
shortage of butchers in the trade, so 
we have partnered with the University 
of West l ondon to develop a formal 
“butchery apprenticeship”. 28 new 
butchers graduated this year and 
42 signed up for the next scheme. 
We developed a similar scheme for 
greengrocers with 47 colleagues 
graduating this year and 85 signing 
up for the coming year.
• For the sixth year running, the 
performance of the business means 
our people have shared in our 
success through our bonus system. 
With this great team of people Booker 
will continue to make progress in the 
year ahead. 
• We are delighted to have the team 
at Makro join the Group. Together 
we will build a company which 
improves choice, price and service 
for our customers. 
Our plan to Focus, Drive and Broaden 
the business remains on track. 
Customer satisfaction continued to 
improve and we grew sales by over 
£135m. Most importantly we teamed 
up with Makro. Together Booker and 
Makro will become the UK’s leading 
wholesaler to caterers, retailers and 
small businesses. We will provide 
our customers with improved choice, 
prices and service via the internet, 
delivery and cash and carry. We have 
a great team at Booker and Makro and 
together we will help our customers 
prosper in the year ahead.
Charles Wilson
Chief Executive
CHIEF EXECUTIvE’S REvIEW Booker Group plc 
annual report & accounts 2013
7
GROUP FINANCE  
DIRECTOR’S REPORT
Financial Review 
2012/13 was a 52 week reporting period, however 2011/12 was a 53 week reporting period. In order to make a comparison  
to last year, all reported income statement numbers in the Financial Review are compared with the first 52 weeks of last year.
The summary of results for the group is as follows:
2013 
£m 
(52 weeks)
2012 
£m
 (53 weeks)
2012 
£m 
(52 weeks)
Change
 % 
(52 weeks)
Revenue 3,992.2 3,932.8 3,856.8 + 3.5
Operating profit (before exceptional items) 99.1 89.6 88.6 + 11.9
Profit before tax 101.4 90.8 89.7 + 13.0
Profit after tax 83.1 74.9 74.0 +12.3
Basic earnings per share (pence) 4.93 4.83 4.77 + 3.4
Overall Group revenue increased by 
3.5% to £4.0bn. Non tobacco like for like 
sales increased by 4.5% while like for like 
tobacco sales increased by 1.3%.
Operating margin increased by 0.18 
percentage points to 2.48% (2012: 
2.30%) increasing group operating profit 
by £10.5m to £99.1m. The improvement 
in margin was due to a favourable 
product mix and control of costs. 
Exceptional stamp duty and deal fees 
of £3m were charged in relation to 
acquiring Makro.
The net finance credit of £5.3m (2012: 
£1.1m) comprised:
• cost of borrowing of £0.5m (2012: 
£0.8m)
• the amortisation of fees and 
discounting of provisions of £1.7m 
(2012: £4.3m)
• a credit relating to the expected 
return on pension scheme assets 
less amortisation of liabilities of 
£7 .5m (2012: £6.2m). IAS 19 (Revised) 
‘Employee Benefits’ will be effective 
for the period commencing April 
2013. Had the standard been applied 
in the year ended 29 March 2013, the 
£7.5m credit arising in 2012/13 would 
have been a charge of £0.6m and 
£1.2m would have been charged to 
administrative expenses.
Profit before tax rose £11.7m to £101.4m 
(2012: £89.7m), an increase of 13.0%.
The underlying effective tax rate (being 
the tax charge as a percentage of profit 
before taxation and exceptional items) 
for the Group of 17 .5% (2012: 17 .5%) was 
below the standard rate of corporation 
tax in the UK, due principally to the 
utilisation of tax assets not recognised 
in prior years and utilisation of Makro’s 
post acquisition tax losses.
The Group has other unrecognised tax 
assets, including Makro tax losses, but 
the quantum and timing of utilisation 
is not certain. Utilisation of these tax 
assets could result in the effective tax 
rate remaining below 20% for the next 
three years, subject to the manner 
of integration of Makro into the wider 
Booker Group.
Profit after tax was £83.1m, an increase 
of £9.1m compared to 2012.
Basic earnings per share rose to 4.93p, 
up 3.4% from 4.77p in 2012, after a 9.99% 
equity dilution arising from the share 
element of the Makro consideration.
Dividend
The Board is recommending a final 
dividend of 2.25 pence per share 
(2012: 1.95 pence per share) payable 
(subject to shareholder approval at 
the Annual General Meeting, to be 
held on 10 July 2013) on 12 July 2013 
to shareholders on the register at 14 
June 2013. The shares will go ex-
dividend on 12 June 2013.
The final dividend increases the total 
dividend for the year to 2.63 pence 
per share, up 15% on 2012 (2012: 2.28 
pence per share). 
Cash Flow
Management has continued to focus 
on cash generation resulting in a net 
improvement of £13.8m in the year 
to close with a net cash position of 
£77.2m at 29 March 2013. Earnings 
before interest, tax, depreciation and 
amortisation (‘EBITDA’) of £113.4m, 
funded the part cash consideration 
of £15.8m for the Makro business, 
capital expenditure of £14.1m 
(2012: £24.1m) and the payment of 
£37.0m of dividends (2012: £26.5m). 
Pensions
The Booker Pension Scheme (‘the 
Scheme’) is a defined benefit scheme 
that was closed to new members in 
October 2001, and was closed to 
future accruals for existing members 
in August 2002. At 29 March 2013, the 
Scheme had an IAS 19 deficit of £6.8m 
(2012: £19.0m), comprising Scheme 
assets of £608.7m and estimated 
liabilities of £615.5m. The Group 
contributed £10.8m (2012: £8.4m) 
in the year of which £1.2m (2012: 
£1.2m) was in relation to the costs of 
administering the Scheme. 8
Booker Group plc 
annual report & accounts 2013
continued
GROUP FINANCE DIRECTOR’S 
REPORT
The 2010 Triennial valuation agreed 
with the pension fund Trustee reflects 
a Scheme Funding deficit of £67.6m 
at 31 March 2010 recovered through 
company contributions at the rate 
of £9.6m per annum from April 2011 
to October 2016. The next Triennial 
valuation date is 31 March 2013, any 
variation in annual contributions from 
the previously agreed schedule being 
effective from April 2014.
Goodwill
The net book value of goodwill on 
the balance sheet is £436.4m (2012: 
£436.4m). The goodwill carrying value is 
more than supported by expected future 
cash flows discounted back to present 
day values at a pre-tax discount rate of 
10.8% (2012: 10.8%). 
Capital Structure
The Group finances its operations through 
a combination of bank borrowings, 
leases and retained profits and its capital 
base is structured to meet the ongoing 
requirements of the business. As at 29 
March 2013, the Group had net cash of 
£77.2m (2012: £63.4m).
Borrowing Facilities
The Group entered into a five year facility 
on 28 July 2011 comprising an unsecured 
£120.0m revolving credit facility. The 
revolving credit facility is unsecured 
against the assets of the Group. 
The Group’s borrowings are subject 
to covenants set by the lenders using 
financial results prepared under UK 
GAAP. In the event of a failure to meet 
certain obligations, or if there is a 
covenant breach, the principal amounts 
due and any interest accrued are 
repayable on demand.
The financial covenants are Fixed 
Charge Cover, measured by the ratio of 
EBITDAR (earnings before interest, tax, 
depreciation, amortisation and rent) to 
interest plus rent (tested half yearly on a 
rolling basis) being greater than 1.5, and 
l everage, measured by the ratio of net 
debt to EBITDA (earnings before interest, 
tax, depreciation and amortisation) 
(tested half yearly on a rolling basis) 
being less than 3.0.
The Group complied with its covenants 
throughout the year. At 29 March 2013, 
under UK GAAP, the Group achieved 
a Fixed Charge Cover of 3.4 and 
l everage of nil, comfortably exceeding 
its covenant obligations. 
In addition to these financial covenants 
the Group’s borrowing agreements 
include general covenants and potential 
events of default. The Group has 
complied in all respects with the terms 
of its borrowing agreements at the date 
of this report. 
Interest Rates 
Funds drawn on the revolving credit 
facility bear floating interest rates linked 
to l IBOR plus a margin of 1.25%, where 
the ratio of net debt/ EBITDA is less than 
one. A commitment fee is payable at 
0.5% of the unutilised facility. 
The cost of borrowing during the year 
was £0.5m (2012: £0.8m).
Liquidity
At 29 March 2013, the Group held £77 .2m 
in cash and cash equivalents. The Group 
also had in issue £5.5m of guarantees 
(2012: £4.3m) leaving undrawn facilities at 
29 March 2013 of £114.5m.
Net cash, after 
paying £15.8m in 
respect of the cash 
element of the 
Makro consideration, 
increased by £13.8m 
in the year to £77 .2m Booker Group plc 
annual report & accounts 2013
9
The peak level of drawdown on the 
revolving credit facility on a cleared basis 
in the year to 29 March 2013 was £46.1m 
giving a minimum facility headroom 
in the year of £66.9m after taking into 
account the guarantees facility of £7m.
Risk Management
The Board is continually reviewing 
the risks to people, profits, assets, 
reputation and funding that the business 
faces. The year ended 29 March 2013 
was challenging with the continued 
impact of the ‘credit crisis’ and periods 
of commodity price uncertainty. Despite 
these and other challenges the Group’s 
risk management controls operated well.
The Acquisition of Makro
On 4 July 2012 Booker Group plc 
acquired Makro Holding l imited and 
two subsidiaries: Makro Self Service 
Wholesalers limited and Makro 
Properties l imited (together ‘Makro’). 
The terms of the transaction were that 
Makro was to be acquired cash free 
and debt free and that the acquired 
balance sheet reflected normalised 
working capital. The consideration paid 
comprised the issue of 156,621,525 new 
ordinary shares in Booker Group plc to 
Metro AG and £15.8m cash. In addition 
a further £4.9m was paid to reflect an 
above target cash and working capital 
position at 30 June 2012.
The transaction was subject to 
competition approval and, during this 
process, we were required to hold 
Makro separate from the rest of Booker 
in accordance with undertakings given 
to the competition authorities in the 
normal way. The competition review 
was still ongoing at 29 March 2013 
and during this hold separate period, 
under accounting rules (IFRS 3 and IAS 
27), Makro’s results were required to 
be excluded from the Group’s results. 
At 29 March 2013, therefore, the 
consideration paid for Makro was held 
as an investment in the Group’s balance 
sheet. Full clearance of the transaction 
was received by the Competition 
Commission on 19 April 2013 and Makro 
will be consolidated from this date.
In the year ending March 2014, we 
expect the Group’s operating profit to 
increase by circa £10m as a result of the 
acquisition. This is the aggregate of an 
estimated base operating loss of £16m 
for Makro and anticipated Group synergy 
benefits in the year of approximately 
£26m across the Group, estimated to 
comprise the following:
• £6m of cost savings already actioned 
by Makro management
• £3m to £4m of other cost  
savings, including some arising from 
supply chain
• £1m to £2m from goods not for resale
• £7m to £12m from cost of goods 
improvement
• £2m to £5m from margin 
improvements on fresh products
• £1m to £3m from rent and rates 
savings on branches
Although the synergy benefits relate 
mostly to the year as a whole, the 
majority will be realised in the second 
half of the financial year.
Booker is required to fair value Makro’s 
assets and liabilities at the date of 
consolidation. Makro has 24 freehold 
and 6 long leasehold properties which 
have been independently valued in 2012 
for Booker at £156m and for Makro at 
£144m on a vacant possession basis. 
The estimated fair value of Makro’s assets 
and liabilities at the date of consolidation 
was approximately £158m including 
properties of £144m (adopting Makro’s 
valuation). Our provisional view, subject 
to further investigation, is that the fair 
value of Makro’s acquired net assets at 
the date of consolidation will be greater 
than the fair value of consideration paid 
by circa £13m and this difference will be 
credited to the Group’s income statement 
as an exceptional item in 2013/14. Any 
reorganisation costs incurred in the 
year ending March 2014 and estimated 
to be up to £5m, will be charged as an 
exceptional item in 2013/14.
Jonathan Prentis
Group Finance Director 10
Booker Group plc 
annual report & accounts 2013
DIRECTORS AND OFFICERS
Richard Rose (Age: 57)
Non-Executive Chairman and Chairman 
of Nomination Committee
Richard was an Executive Director and 
Chairman of Blueheath Holdings plc (‘Blueheath’) 
immediately prior to the reverse acquisition 
of Blueheath by the Booker Group in 2007 
and became Non-Executive Chairman of the 
Company upon completion of the merger. 
Richard was formerly Chief Executive of Whittard 
of Chelsea plc, a multi site retailer of tea and 
coffee which was sold in 2006. Previously he was 
a Director of Hagemeyer (UK) l td, a distributor 
of professional products and services, with a 
UK turnover approaching £1 billion through 360 
outlets. Prior to that he had been Chief Executive 
of WF Electrical plc, a fully listed electrical 
distributor, where he created a substantial 
improvement in shareholder value. Hagemeyer 
purchased WF Electrical plc in 2000. He was 
also Non-Executive Chairman of AC Electrical 
Wholesale l td where he led a successful growth 
strategy resulting in a substantial increase in 
shareholder value. The business was sold to 
Wolseley in 2006. He was Executive Chairman 
of Helphire Group plc from 2009 to 2011. He is 
also Non-Executive Chairman of Anpario plc, 
Crawshaw Group plc and a Non-Executive 
Director of DRl Group l td. 
Charles Wilson (Age: 47)
Chief Executive 
Charles started his career in 1986 with Procter 
and Gamble following which he was a consultant 
with OC&C Strategy Consultants and a Director 
of Abberton Associates. In 1998 he became an 
Executive Director of Booker plc which merged 
with Iceland plc in 2000. In 2001 he became an 
Executive Director of Arcadia Group plc and in 
2004 he became an Executive Director of Marks 
and Spencer Plc. In 2005 he was appointed as 
Chief Executive of Booker.
Jonathan Prentis (Age: 51)
Group Finance Director
Jonathan qualified as a chartered accountant 
with Deloitte. He was appointed as Group 
Finance Director of Booker in 2005. Prior to this 
appointment, Jonathan was Finance Director of 
Woodward Foodservice l td and then Finance 
Director of Group l ogistics within The Big Food 
Group plc. Prior to 2003, he was with TDG plc. 
Bryn Satherley (Age: 52)
Operations Director
Bryn is Operations Director responsible for 
property, IT, logistics and supply chain of the 
Booker Group. Bryn was at Booker plc between 
1999 and 2001 and rejoined Booker in 2005. 
Prior to 1999 he was at Exel plc and was on 
the board of Alldays l td.
Guy Farrant (Age: 51)
Managing Director – UK Cash and Carry
Guy is Managing Director of the Group’s UK 
cash and carry business. Guy has a wealth 
of food experience having worked in the food 
industry for 25 years rising to be Director of Food 
and, latterly, Operations and Retail Director at 
Marks and Spencer plc.
Mark Aylwin (Age: 49)
Managing Director – Booker Direct
Mark is Managing Director of Booker Direct. 
Prior to that, he was Chief Executive of 
Blueheath. Mark was previously Supply 
Chain and IT Director at Musgrave Budgens 
l ondis. He has over twenty years trading, 
supply chain and logistics experience in the 
food industry, principally at Safeway where 
he was Commercial Director for Non-Foods 
and Supply Chain Director.
Mark Chilton (Age: 50)
Company Secretary
Mark acts as Company Secretary and General 
Counsel to the Group and was appointed to 
his present role in June 2007. Mark qualified 
as a solicitor in 1987. Mark was appointed as 
Company Secretary of the Booker Group in 
2006. Previously, he was head of legal at The 
Big Food Group plc. Prior to that, he was at 
The Greenalls Group Plc. Booker Group plc 
annual report & accounts 2013
11
Lord Bilimoria CBE, DL (Age: 51)
Non-Executive Director and Senior 
Independent Director 
Karan Bilimoria is the founder of Cobra Beer, 
Chairman of the Cobra Beer Partnership 
l imited, a Joint venture with Molson Coors, 
and Chairman of Molson Coors Cobra India. 
He is the Founder of the UK India Business 
Council and a founding member of the Prime 
Minster of India’s Global Advisory Council. 
Karan is a former Chancellor of Thames valley 
University (now the University of West l ondon), 
He is an honorary fellow of Sidney Sussex 
College Cambridge and a Member of the 
Advisory Board of the Judge Business School, 
Cambridge University. Karan is an Independent 
Crossbench Peer in the House of l ords. He 
qualified as a Chartered Accountant with 
Ernst & Young and graduated in law from the 
University of Cambridge. He is also an alumnus 
of the Cranfield School of Management, the 
l ondon Business School and the Harvard 
Business School.
Andrew Cripps (Age: 55)
Non-Executive Director and Chairman  
of Audit Committee
Andrew read Economics at the University of 
Cambridge prior to qualifying as a Chartered 
Accountant with KPMG. Following twenty years 
with Rothmans International and British American 
Tobacco Plc, he has held a number of Non-
Executive Directorships in the UK and Europe. 
Andrew is currently Non-Executive Deputy 
Chairman of Swedish Match AB and a Non-
Executive Director of Boparan Holdings l imited.
Stewart Gilliland (Age: 56)
Non-Executive Director 
Stewart was formerly Chief Executive of Muller 
Dairies UK and Ireland after a long career 
spent in senior roles with leading consumer 
facing companies, including Whitbread and 
Interbrew. His current roles include Non-
Executive Directorships of Sutton and East 
Surrey Water Plc, v ianet Group plc, (formerly 
Brulines Group plc), Natures Way Food l imited 
and C&C Group Plc.
Karen Jones CBE, (Age: 56)
Non-Executive Director and Chairman  
of Remuneration Committee
Karen was Chief Executive of Spirit Group l td, 
a private equity backed pub & restaurant group, 
which was built up by acquisition and sold to 
Punch Taverns in 2006. Prior to Spirit, Karen 
founded, grew and floated The Pelican Group 
Plc, owner of a number of restaurant chains 
including Café Rouge, which was acquired 
by Whitbread in 1996. Karen has a first class 
honours degree from University of East Anglia, 
and also attended Wellesley College, USA. 
Karen is a founder and Chairman of Food and 
Fuel l td, a hospitality company, which currently 
consists of eleven gastropubs in l ondon. Karen 
is a Non-Executive Director of ASOS Plc, 
COFRA AG, Firmenich International SA, Rex 
Restaurant Associates l td and Royal National 
Theatre Enterprises l td. She is a Governor 
of Ashridge Business School and has been 
appointed to the Board of the Women’s Prize 
for Fiction. 
Helena Andreas (Age: 38)
Non-Executive Director 
Helena is Group Head of Retail & Distribution 
at vodafone Group and covers retail channel 
strategy, in-store customer experience, 
operational efficiency including processes, 
people and IT. She is also leading a global 
in-store transformation programme. Prior to 
joining vodafone Helena held senior positions 
in marketing and operations at Tesco Group 
plc and as a business consultant within Retail 
and Consumer at Accenture. Helena holds an 
MBA from INSEAD. Helena is a Non-Executive 
Director of Extenda, a leading supplier of retail 
POS systems. 12
Booker Group plc 
annual report & accounts 2013
Compliance with the UK Corporate Governance Code
CORPORATE GOvERNANCE
Throughout the year ended 29 March 2013 and to the date of this document, the Company complied with the provisions and applied 
the Main Principles of the UK Corporate Governance Code 2010 (the “Code”), except in relation to provision B.1.2 in respect of the 
balance of Executive and Non-Executive Directors, where the Company was only compliant from 14 November 2012.
This Corporate Governance Report, together with the Nomination Committee Report, the Audit Committee Report and the 
Remuneration Report describes how the Company has complied with the provisions of the Code.
The Role of the Board and its committees 
The Board 
The Company is led and controlled by the Board of Directors (the ‘Board’) chaired by Richard Rose. The Board currently consists 
of five Executive Directors and six Non-Executive Directors. 
The Code requires that at least half the Board, excluding the Chairman, should comprise independent Non-Executive Directors 
as determined by the Board. The Nomination Committee has been searching for a complimentary Non Executive Director and 
the Board appointed Helena Andreas as a Non-Executive Director on 14 November 2012, since which date the Company has 
been fully compliant with the Code. 
The Board is content that the independent judgement of the Non-Executive Directors has not been adversely impacted during 
the period of non-compliance.
The independence of Non-Executive Directors is considered at least annually and is based on the criteria suggested in the Code.
Richard Rose was an Executive Director and Chairman of Blueheath immediately prior to the reverse acquisition of Blueheath by 
the Booker Group in 2007 and became Non-Executive Chairman of the Company upon completion of the merger. The Group’s 
combined business is significantly different to and larger than Blueheath and there is a division of responsibilities between Richard 
and the Executive Directors and, in particular, Charles Wilson as Chief Executive, such that his current and former roles can be 
considered incomparable. Having regard to all the circumstances, including the independence Richard has demonstrated as 
Chairman, the Board is satisfied and has determined that Richard is independent.
Consequently, all the Non-Executive Directors are considered by the Board to be independent of management and free from any 
business or other relationship that could materially interfere with the exercise of their independent judgement in accordance with 
the Code. The Non-Executive Directors provide constructive challenge and bring independence to the Board and its decision 
making process.
The Board believes that it is appropriate to have a Senior Independent Non-Executive Director and l ord Bilimoria fulfils this role. 
He is available to shareholders where concerns have not been resolved through the normal channels and for when such contact 
would be inappropriate. 
The Board believes that it has sufficient members to contain a balance of skills and experience, but it is not so large as to be 
unwieldy. The Board contains a balance of Executive and Non-Executive Directors such that no individual, or group of individuals 
can dominate the Board’s decision making. No one individual has unfettered powers of decision. 
Details of the skills and experience of the Directors are contained in the Directors’ biographies on pages 10 and 11. Booker Group plc 
annual report & accounts 2013
13
The Board meets regularly on at least twelve scheduled occasions during each year and more frequently if necessary. There 
were fourteen Board meetings, five Audit Committee meetings, five Remuneration Committee meetings and two Nomination 
Committee meetings held in the year under review and the attendance by Directors was as follows:
Board Audit Remuneration Nomination
Executive
Charles Wilson 
a b c
 14/14 2/5 3/5 1/2
Jonathan Prentis 
a
 14/14 5/5
Mark Aylwin 14/14
Guy Farrant 14/14
Bryn Satherley 
d
13/14
Non-Executive
Richard Rose 
a b e
14/14 1/5 1/5 2/2
l ord Bilimoria 
e
 14/14 5/5 5/5 2/2
Andrew Cripps 
e
14/14 5/5 5/5 2/2
Stewart Gilliland 
e f
14/14 4/5
Karen Jones 
c e
 14/14 1/5 5/5 1/2
Helena Andreas 
e g
5/5
a Not a member of the Audit Committee but attended by invitation 
b Not a member of the Remuneration Committee but attended by invitation 
c Not a member of the Nomination Committee but attended by invitation  
d Bryn Satherley was unable to attend the July 2012 Board meeting due to a prior personal commitment 
e Independent Non-Executive Director 
f Stewart Gilliland was unable to attend the October 2012 Audit Committee meeting due to a prior personal commitment 
g Helena Andreas was appointed to the Board on 14 November 2012 
The Board is responsible to shareholders for ensuring that the Group is appropriately managed and that it achieves its objectives. 
The Board has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control 
over appropriate strategic, financial, operational and regulatory issues. At its meetings, the Board reviews trading performance, 
ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses 
reports to shareholders. Matters not specifically reserved for the Board and its committees under its schedule of matters and the 
committees’ terms of reference, or for shareholders in general meeting, are delegated to members of the Executive Committee.
It is the Company’s policy that the roles of the Chairman and Chief Executive are separate, with their roles and responsibilities 
clearly divided and set out in writing. The Chairman’s main responsibility is the leadership and management of the Board and its 
governance. The Chairman’s commitment to the Company is usually two days per month. His other significant commitments are 
disclosed in his biography on page 10. The Board considers that these commitments do not hinder his ability to discharge his 
responsibilities to the Company effectively.
The Chief Executive is responsible for the leadership and day-to-day management of the Group. This includes formulating and 
recommending the Group’s strategy for Board approval in addition to executing the approved strategy.
Recommendations for appointments to the Board are made by the Nomination Committee. The Committee follows Board 
approved procedures (available on our website) which provide a framework for the different types of Board appointments on 
which the Committee may be expected to make recommendations. Appointments are made on merit and against objective 
criteria with due regard to diversity (including skills, experience and gender). Non-Executive appointees are also required to 
demonstrate that they have sufficient time to devote to the role.
Information and professional development 
Directors are continually updated on the Group’s business, the markets in which it operates and changes to the competitive 
and regulatory environment through briefings to the Board and meetings with senior executives. Board visits to Group business 
locations enable the Directors to meet with local management and employees and to update and maintain their knowledge and 
familiarity with the Group’s operations.
Non-Executive Directors are also encouraged to visit Group operations throughout their tenure to increase their exposure to  
the business.
The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information. The provision of information 
to the Board was reviewed during the year as part of the performance evaluation exercise referred to below. To ensure that adequate 
time is available for Board discussion and to enable informed decision making, briefing papers are prepared and circulated to 
Directors in the week prior to scheduled Board meetings. All Non-Executive Directors are encouraged to make further enquiries as 
they feel appropriate of the Executive Directors and senior executives. In addition, Board committees are provided with sufficient 
resources and the power to co-opt such additional support as they may require from time to time, to undertake their duties.  14
Booker Group plc 
annual report & accounts 2013
CORPORATE GOvERNANCE
continued
Information and professional development continued
All Directors are entitled to receive independent professional advice at the Company’s expense and have access to the services 
of a professionally qualified and experienced Company Secretary, who is responsible for information flows to the Board and 
advising the Board on corporate governance matters. This ensures compliance with Board procedures and applicable laws and 
regulation. The Board has responsibility for the appointment and removal of the Company Secretary.
On appointment, individual Directors undergo an induction programme covering, amongst other matters:
• the business of the Group;
• their legal and regulatory responsibilities as directors of the Company;
• briefings and presentations from Executive Directors and senior executives; and
• opportunities to visit business operations.
Performance evaluation
The Board undertook an externally facilitated evaluation in 2013. This evaluation was led by the Chairman and was externally 
facilitated by the Institute of Directors (“IoD”). The IoD had no other connection with the Company and was not subject to any 
conflict of interest. 
The methodology of the evaluation was via a detailed questionnaire. The review covered the following main areas, which were 
determined by the Chairman and the IoD to be of most importance or value to the Board:
• key board issues;
• strategy and corporate principles;
• internal controls and risk management;
• performance management;
• shareholders and stakeholders; and
• performance in the boardroom.
Feedback was provided by a comprehensive written report to the Chairman and a report to the Board meeting in May 2013. At that 
meeting the Board discussed the evaluation process and the findings. Good progress was noted across all the areas of review. 
The evaluation process gave assurance that each Director continued to contribute effectively and demonstrated commitment to 
the role. Whilst there were no specific training needs identified for Directors, it was felt that in a changing regulatory environment 
it would be helpful to establish a programme of continuing development tailored to Directors’ needs and requirements.
No other actions or changes to Board or Committee practice were considered necessary in the immediate term following  
the evaluation.
During the year, the Chairman and the Non-Executive Directors met in the absence of the Executive Directors. There was also 
one meeting of the Non-Executive Directors chaired by the Senior Independent Non-Executive Director at which the Chairman 
was not present in order to appraise the Chairman’s performance. 
Board Committees
The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee to oversee and debate 
issues of policy outside main Board meetings. Throughout the year, the Chairman of each committee provided the Board with 
a summary of key issues considered at the committee meetings. Board committees are authorised to engage the services of 
external advisers as they deem necessary in the furtherance of their duties at the Company’s expense. 
Re-election of Directors 
All Directors are required by the Company’s Articles of Association to submit themselves to shareholders for re-election at the first 
Annual General Meeting after their appointment and thereafter by rotation at least once every three years. In accordance with the 
Code all directors will, however, stand for re-election annually.  Booker Group plc 
annual report & accounts 2013
15
Relations with shareholders 
In fulfilling their responsibilities, the Directors believe that they govern the Group in the best interests of shareholders, whilst having 
due regard to the interests of other stakeholders in the Group including customers, employees and suppliers. 
The Code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. The Executive 
Directors have regular and ongoing communication with major shareholders throughout the year, by participating in investor 
roadshows and presentations to shareholders. Feedback from these visits is reported to the Board. The Executive Directors 
also have regular contact with analysts and brokers. The Chairman, Senior Independent Non-Executive Director and other Non-
Executive Directors receive reports on matters raised at the meetings with shareholders and are offered the opportunity to attend 
meetings with major shareholders. As a result of these procedures, the Non-Executive Directors believe that they are aware of 
shareholders’ views. In addition, l ord Bilimoria, the Senior Independent Non-Executive Director, is available to meet with major 
shareholders. No shareholders asked to meet with him during the year. 
Arrangements can also be made through the Company Secretary for major shareholders to meet with newly appointed Directors.
The Group maintains a website at www.bookergroup.com which is regularly updated and contains information about the Group. 
The Code encourages boards to use the Annual General Meeting to communicate with investors and to encourage their 
participation. In compliance with the Code, the Board welcomes as many shareholders as possible to attend the Annual General 
Meeting to discuss any interest or concern, including performance, governance or strategy, with the Directors. 
All Directors are expected to attend the Annual General Meeting. The Chairs of the Audit, Remuneration and Nomination 
Committees are available at the Annual General Meeting to answer shareholder questions, through the Chairman of the Board, on 
the responsibilities and activities of their Committees. Shareholders also have the opportunity to meet with the Directors following 
the conclusion of the formal part of the meeting.
In compliance with the Code, at the Annual General Meeting, the Chairman will announce the level of proxies lodged on each 
resolution (the balance for and against and abstentions) after it has been dealt with on a show of hands and such details will be 
placed on the Group’s website following the meeting. A separate resolution will be proposed at the Annual General Meeting in 
respect of each substantially separate issue. 
Directors’ conflicts of interest
In accordance with the Company’s Articles of Association and section 175 of the Companies Act 2006, formal procedures for the 
notification and authorisation of potential and actual conflicts of interest have been approved by the Board. 
These procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure 
that only Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review 
the register of Directors’ conflicts annually and on an ad hoc basis when necessary. Any potential conflicts of interest in relation 
to newly appointed Directors are considered by the Board prior to appointment. These procedures have operated effectively 
throughout the year ended 29 March 2013.
Internal controls and risk management 
The Board attaches considerable importance to, and acknowledges its responsibility for, the Group’s systems of internal control 
and risk management and receives regular reports on such matters. The Board’s policy is to have systems in place which 
optimise the Group’s ability to manage risk in an effective and appropriate manner. The Board has delegated to the Executive 
Committee detailed responsibility for identifying, evaluating and monitoring the risks facing the Group and for deciding how these 
are to be managed. In addition to formal reviews of risk management by the Executive Committee, members are expected to 
report to the Executive Committee as necessary the occurrence of any material control issues, serious accidents or events that 
have had a major commercial impact, or any significant new risks which have been identified. Such matters are reported to the 
next Board meeting and/or Audit Committee meeting as appropriate. 
The Group also has in place systems and procedures for exercising control and managing risk in respect of financial reporting 
and the preparation of consolidated accounts which are monitored by the Audit Committee on the Board’s behalf and reviewed 
annually by the Board. These include:
• the formulation and deployment of Group accounting policies and procedures;
• Group policies governing the maintenance of accounting records, transaction reporting and key financial control procedures;
• monthly operational review meetings which include, as necessary, reviews of internal financial reporting issues and financial 
control monitoring; and
• ongoing training and development of financial reporting personnel. 
The Group’s systems and procedures are designed to identify, manage and, where practicable, reduce and mitigate the effects 
of the risk of failure to achieve business objectives. They are not designed to eliminate such risk, recognising that any system can 
only provide reasonable and not absolute assurance against material misstatement or loss. 16
Booker Group plc 
annual report & accounts 2013
CORPORATE GOvERNANCE
continued
Internal controls and risk management continued
The Board formally reviews the operation and effectiveness of the Group’s system of internal controls on an annual basis. The 
latest review covered the financial year to 29 March 2013. No significant failings or weaknesses were identified from this review.
The Board has a process for identifying, evaluating and managing the risks faced by the Group. This process is continual and has 
been in place for the year under review up to the date of this report, and is regularly reviewed by the Board in accordance with 
relevant guidance. There is an established framework of internal controls, which is set out in procedures approved by the Board 
and which include financial, operational and compliance controls and risk management. 
These procedures are readily accessible to staff, who follow their guidance. 
The more important elements of this framework are as follows: 
Management structure 
The Board has overall responsibility for the Company and the Executive Committee has responsibility for specific aspects of the 
Group’s affairs. The Board and each of its committees operate under a schedule of matters or terms of reference and the Board 
determines how the Chief Executive and the Executive Committee may operate within a framework of delegated authorities and 
reserved powers which seek to ensure that certain transactions which are significant in terms of their size or type, are undertaken 
only after Board review. 
The Executive Committee is chaired by Charles Wilson (Chief Executive) and comprises Jonathan Prentis (Group Finance Director), 
Mark Aylwin (Managing Director - Booker Direct), Guy Farrant (Managing Director – UK Cash and Carry), Bryn Satherley (Operations 
Director), Mark Chilton (Company Secretary and General Counsel) and other senior executives representing the operational functions 
within the Group. It meets twice a month to discuss operational matters, compliance, health and safety and trading performance. 
Corporate accounting and procedures 
Responsibility levels are communicated throughout the Group as part of the corporate communication procedure. Accounting, 
delegation of authority and authorisation levels, segregation of duties and other control procedures, together with the general 
ethos of the Group are included in these communications, and standardised accounting policies are in place reflecting this policy. 
These procedures are subject to review to ensure that improvements to enhance controls can be made. 
Quality and integrity of personnel 
The integrity and competence of personnel is ensured through high recruitment standards and subsequent training. Quality 
personnel are seen as an essential part of the control environment and the ethical standards expected are communicated 
through senior members of staff. 
Budgetary process 
Each year the Board approves the annual budget, which includes an assessment of key risk areas. Performance is monitored 
and relevant action taken throughout the year by regular reporting to the Board of updated forecasts together with information 
on key risk areas.
Risk management
The Board assesses risk management throughout the Group aided by detailed reviews of internal controls and risk management 
procedures. The Group’s risk register is reviewed by the Board as part of annual strategic planning and budgetary cycles.
Investment appraisal 
Capital expenditure is regulated by the use of authorisation levels. For all expenditure beyond specified levels, Board approval  
is required. 
Internal audit 
The Group’s internal audit function, which reports to the Group Finance Director and Chairman of the Audit Committee, monitors 
the effectiveness of key internal controls and the adequacy of these controls to manage business risk and to safeguard the Group’s 
assets and resources, in accordance with a work plan approved and monitored by the Audit Committee. Its conclusions are 
communicated to the relevant level of management and the function has a direct reporting responsibility to the Audit Committee. Booker Group plc 
annual report & accounts 2013
17
Risks and Uncertainties
The list below sets out the most significant risks to the achievement of the Group’s business goals. The list does not include all 
risks that the Group faces and it does not list the risks in any order of priority.
• Economic environment
 The economy is expected to remain difficult in the year ahead with the public reducing their levels of discretionary spend. 
Customers will seek to obtain ‘best’ value from products and the Group aims to provide a wide range of products that meet 
this requirement.
•  C o mp etiti o n
 The industry is extremely competitive with the market being served by numerous competitors, ranging from national multiple 
retailers to regional independent wholesalers. The Group competes by closely monitoring the activities of competitors and 
ensuring it continues to improve the choice, price and service to its customers.
• Regulation
 The Group operates in an environment governed by strict regulations to ensure the safety and protection of customers, 
shareholders, employees and other stakeholders and the operation of an open and competitive market. These regulations 
include food hygiene, health and safety, data protection, the rules of the l ondon Stock Exchange and competition law. In all 
cases, the Board takes its responsibilities very seriously, and recognises that any breach of regulation could cause reputational 
and financial damage to the Group.
• Product quality and safety
 The quality and safety of our products is of critical importance and any failure in this regard would affect the confidence of our 
customers in us. We work with our suppliers to ensure the integrity of the products supplied. Food hygiene practices are taken 
very seriously throughout the Group, and are monitored both through internal audit procedures and by external bodies such 
as environmental health departments. We have well prepared procedures for crisis management in order to act quickly when 
required. We are aware that if we fail, or are perceived to have failed, to deliver to our customers’ satisfaction the expected 
standards of quality and safety in our products their loyalty to us may be potentially impacted. This in turn could adversely 
impact on our market share and our financial results.
• Employee engagement and retention
 The continued success of the Group relies heavily on the investment in the training and development of our employees. The 
Group’s employment policies, remuneration and benefits packages are designed to be competitive, as well as providing 
colleagues with fulfilling career opportunities. The Group continually engages with employees across the business to ensure 
that we keep strengthening our team at every level.
• Supplier credit
 Availability of supplier credit is essential for the Group’s financial performance. Any reduction in the availability of supplier credit 
could adversely impact the Group. The Group Finance Director regularly meets key credit insurers to ensure that they have an 
up to date view of the Group’s financial position.
• Financial and treasury
 The Group’s financial results may be subject to volatility arising from movements in commodity prices, foreign currencies, 
interest rates and the availability of sources of funding. 
• Pensions
 The Group operates a closed defined benefit scheme, where judgements are required to determine the assumptions for 
investment returns, future salary and pension increases, member longevity and discount rate. There is a risk of underestimating 
this liability. This risk is mitigated by agreeing appropriate investment policies with the Trustee and closely monitoring the 
funding position with the Trustee. Both the Company and the Trustee take advice from independent qualified actuaries. 
• Information technology (IT)
 The Group is exposed to the risk that the IT systems upon which it relies fail. The Group has appropriate controls in place 
to mitigate the risk of systems failure, including systems back up procedures and disaster recovery plans, and also has 
appropriate virus protection and network security controls.
This report was approved by the Board of Directors on 22 May 2013 
Mark Chilton
Company Secretary  18
Booker Group plc 
annual report & accounts 2013
Chairman’s Introduction to the Audit Committee Report
I am pleased to present the Report of the Audit Committee for 2013. This Report provides shareholders with an overview of the 
activities carried out during the year. The Committee has an annual cycle of work which is described in more detail below together 
with more significant specific topics which received particular attention from the Committee.
On behalf of the Board
Andrew Cripps
Chairman of the Audit Committee
22 May 2013 
Role of the Committee
The Committee has defined Terms of Reference, which were reviewed in May 2011 and can be found in the Investor Relations/
l egal Documents section of the Group’s website. A copy may be obtained from the Company Secretary. In addition to monitoring 
the integrity of the financial statements and other announcements of financial results published by the Group, the principal 
purpose of the Committee is to review the effectiveness of the Group’s internal controls and external audit.
Membership
The Committee is chaired by Andrew Cripps and also comprises l ord Bilimoria and Stewart Gilliland all of whom are independent 
Non-Executive Directors. Andrew Cripps, who is a Chartered Accountant, is considered by the Board to have recent and relevant 
financial experience, as required by the Code. He has substantial and recent audit committee experience and ensures that the 
Committee remains abreast of accounting and regulatory developments. l ord Bilimoria is also a Chartered Accountant and 
Stewart Gilliland has substantial relevant commercial experience. The Committee has access to the Group’s finance team, to its 
internal audit function and to its external auditors and can seek further professional training and advice, at the Group’s cost, as 
appropriate. Details of the skills and experience of the Directors are contained in the Directors’ biographies on page 11 and their 
remuneration is set out in the Remuneration Report. 
The quorum necessary for the transaction of business is two, each of whom must be a Non-Executive Director. Only members of 
the Committee have the right to attend committee meetings, however, during the year, Charles Wilson, Chief Executive, Jonathan 
Prentis, Group Finance Director, the Head of Internal Audit and representatives from the external auditor were invited to attend 
meetings. The Committee also meets separately with the Head of Internal Audit and the external auditor without management 
being present. 
The Company Secretary is Secretary to the Audit Committee.
Meeting Frequency and Main Activities in the Year
The Committee met five times during the year ended 29 March 2013 to: 
• review the Preliminary Results Announcement for the period to 30 March 2012, the 2012 Annual Report and Accounts and 
the Interim Results Announcement for the period to 14 September 2012. Inherent in these reviews was consideration of the 
accounting principles, policies and procedures adopted in the Group’s financial statements, including, where necessary, 
challenge to the judgements made and the accompanying narrative when appropriate;
• receive reports from the Group Finance Director, the Head of Internal Audit and the external auditor;
• approve the internal and external auditor’s work plans for the Group;
• review and monitor the external auditor’s independence and objectivity, consider the effectiveness of the audit process, the 
re-appointment of the external auditor and approve the external auditor’s remuneration; and
• approve the appropriateness of the external auditor providing non-audit services and related fees.
AUDIT COMMITTEE REPORT Booker Group plc 
annual report & accounts 2013
19
Since 29 March 2013, the Audit Committee has met twice to:
• consider the accounting for the acquisition of Makro;
• review the significant judgement areas affecting the financial statements, including those related to properties, taxation and 
pension valuation; and
• review the Preliminary Results Announcement for the period to 29 March 2013 and the 2013 Annual Report and Accounts.
Members’ attendance record was as follows:
Attendance
Committee member Number of meetings attended Percentage attendance
Andrew Cripps (Chairman) 5 100%
l ord Bilimoria 5 100%
Stewart Gilliland 4 80%
Stewart Gilliland was unable to attend a Committee meeting in October 2012 due to a prior personal commitment.
Accounting Policies
The Committee reviewed the suitability of the Group’s Accounting Policies and changes to regulatory requirements. There were 
no changes to accounting standards that are significant to the Group’s results for the year. The Committee noted that for the 
next financial year the Group will adopt revisions to IAS 19, Defined Benefit Plans, which require recognition of a net return on the 
excess of pension fund liabilities over assets in the Income Statement, with differences going to Other Comprehensive Income, 
and a consequential reduction in reported earnings per share, which will require restatement of comparative information.
Judgemental Areas
Key risk and judgement areas are reviewed in assessing the external auditor’s plan, their areas of audit focus and the internal audit 
plan. In advance of approval of each set of published financial statements, the Committee considers the key assumptions and 
judgements made and reviews these with the Group Finance Director. These potential alternative treatments are discussed with the 
external auditor. The Committee also examines the impact of sensitivities around future cash flows and other risks in considering the 
appropriateness of the going concern assumption. This year, particular attention was paid to accounting for the acquisition of Makro, 
property provisions, taxation and the assumptions underpinning the pension valuation.
Internal Controls
The Committee discussed the control environment with the Group Finance Director and received reports from the internal 
auditors. This included steps taken to ensure the effective implementation of new systems in the growing business in India.
Whistleblowing Programme
The Group has a whistleblowing programme in all of its operations whereby employees can, in confidence, report on matters 
where they feel a malpractice is taking place, or if health and safety standards are being compromised. Additional areas that are 
addressed by this procedure include criminal activities, improper or unethical behaviour and risks to the environment.
The programme allows employees to raise their concerns with their line manager or, if that is inappropriate, to raise them on a 
confidential basis. An externally facilitated confidential helpline and confidential email facility are provided to protect the identity of 
employees in these circumstances. Any concerns are investigated on a confidential basis by the Human Resources Department 
and/or the Company Secretary and feedback is given to the person making the complaint as appropriate via the confidential email 
facility. An official written record is kept of each stage of the procedure and reported to the Committee. 
Internal Audit
The Committee approves the appointment of the Head of Internal Audit who has open access to the Chairman of the Committee. 
The Committee also routinely meet alone with the Head of Internal Audit. During the year the Committee reviewed the focus 
of the internal audit team, its skills and resources and approved its annual plan. Compliance with the plan and findings 
from internal audit reports are regularly reviewed. The Committee also sought further controls over timely implementation of 
recommendations made. 20
Booker Group plc 
annual report & accounts 2013
Non-audit services
The Committee recognises the potential for any non-audit services to compromise auditor independence and the external auditor 
is not permitted to conduct any assignment which may affect objectivity or independence. Subject to this, where it is helpful to 
the Group for KPMG to provide assistance, the Committee monitor the services provided and fees charged.
In view of their knowledge of the Group’s ways of working and the importance of efficient integration of the acquired business, 
KPMG were asked to provide due diligence and reporting accountant services in respect of the acquisition of Makro. It is rare and 
relatively inefficient for other than the Company’s external auditor to perform the role of the reporting accountant. The aggregate 
fee for this amounted to £645,000.
Other non-audit work comprised small assignments to assist with tax compliance and other matters for aggregate fees of 
£87,000. The Committee believes that there are sound commercial and practical reasons for this work being conducted by the 
external auditor and that it is not of a nature which would affect their independence as auditors. 
As a result of their role as reporting accountants, the aggregate non-audit fees paid to the external auditor during the year were 
relatively high at £732,000. Nonetheless the Committee are satisfied that the external auditor’s independence was not affected 
by this work or level of fees.
Appointment and independence of external auditor
At its first meeting after the year end audit, the Committee regularly reviews the quality and efficiency of the previous year-end 
procedures and audit. This year the Committee have been assisted by a letter from the Audit Quality Review Team of the Financial 
Reporting Council who review the audits of a sample of major companies as part of their statutory duty. Conclusions of the 
Committee’s review are taken up the following year and enable the Committee to be confident in recommending reappointment 
of the external auditors. The Committee also reviews the auditor’s annual plan, paying particular attention to the proposed areas 
of audit focus, the continuity and experience of the audit team and their independence.
KPMG has been the Company’s external auditor since 2005. To ensure the external auditor’s independence is safeguarded, the 
lead audit partner is changed at least every five years which last occurred in 2010. The Committee reviews the relationship the 
Company has with KPMG annually and for the year ended 29 March 2013, the Committee was satisfied with the performance, 
objectivity and independence of KPMG as the external auditor. 
The Committee has therefore recommended to the Board and to shareholders that KPMG should be re-appointed as the 
Company’s auditor at the AGM on 10 July 2013 and KPMG has signified its willingness to continue in office. 
Committee performance and effectiveness
The Board undertook an annual review of the Committee’s performance and effectiveness and concluded that the Committee 
operated effectively.
This report was approved by the Board of Directors on 22 May 2013.
Andrew Cripps
Chairman of the Audit Committee
AUDIT COMMITTEE REPORT
continued Booker Group plc 
annual report & accounts 2013
21
Chairman’s Introduction to the Nomination Committee Report
I am pleased to present the Report of the Nomination Committee for 2013. This Report provides shareholders with an overview 
of the activities carried out during the year. This year the Committee was principally involved in the selection process for a new 
Non-Executive Director and the subsequent recommendation that Helena Andreas be appointed to the Board. In addition, in my 
absence, the Committee conducted a review of my performance leading to a recommendation that I be re-appointed for a further 
three year term. 
On behalf of the Board
Richard Rose
Chairman of the Nomination Committee
22 May 2013
Role of the Committee
The Committee has defined Terms of Reference which were reviewed in May 2011 and can be found in the Investor Relations/
l egal Documents section of the Group’s website. A copy may be obtained from the Company Secretary. The Committee is 
responsible for making recommendations to the Board on the appointment of additional Directors and for reviewing the size, 
structure and composition of the Board and the membership of Board committees to ensure that they have the necessary range 
of competencies, knowledge and experience required for the direction and oversight of the business.
Membership
The Committee is chaired by Richard Rose, the Chairman, and also comprises l ord Bilimoria and Andrew Cripps, all of whom are 
independent Non-Executive Directors. Richard Rose does not chair the Committee when it is dealing with his re-appointment or 
the evaluation of his performance. Details of the skills and experience of the Directors are contained in the Directors’ biographies 
on pages 10 and 11. Their remuneration is set out in the Remuneration Report. 
The quorum necessary for the transaction of business is two, each of whom must be a Non-Executive Director. Only members 
of the Committee have the right to attend committee meetings, however, during the year, Charles Wilson (Chief Executive), Karen 
Jones (Non-Executive Director) and the Human Resources director were invited to attend meetings. 
The Company Secretary is Secretary to the Committee.
Meeting Frequency and Main Activities in the Year
The Nomination Committee met twice during the year ended 29 March 2013 to:
• Recommend to the Board that Helena Andreas be appointed as a Non-Executive Director; 
• Review the size, structure and composition of the Board; and
• Recommend to the Board the re-appointment of Richard Rose as Chairman for a further three year term to expire in May 2016.
Following a rigorous review, the Committee concluded that notwithstanding Richard Rose’s length of service (6 years as Non-
Executive Chairman of the Company, preceded by a period of 9 months as Executive Chairman of Blueheath Holdings plc, the 
AIM listed company the Company reversed into in June 2007), Richard Rose was still independent in character and judgement. 
Members’ attendance record was as follows:
Attendance
Committee member Number of meetings attended Percentage attendance
Richard Rose (Chairman) 2 100%
l ord Bilimoria 2 100%
Andrew Cripps 2 100%
NOMINATION COMMITTEE REPORT 22
Booker Group plc 
annual report & accounts 2013
Board Composition/Succession
The Board plans for its own succession, with the support of the Committee. The Committee remains focused, on behalf of 
the Board, on Board succession planning for both Executive and Non-Executive Directors. As part of this planning, the Board 
has made valuable additions in terms of strength, skills and experience of the Board, and has continued its programme to 
progressively refresh the Board. By way of example, since June 2009, 4 Directors have joined the Board and 2 Directors have 
left the Board.
The Committee aims to ensure that:
• the succession pipeline for senior executive and business critical roles in the organisation is adequate;
• processes are in place to identify potential successors and manage succession activity;
• there is a structured approach to developing and preparing possible successors; and
• processes are in place to identify “at risk” posts. 
Diversity
The Group operates within a traditionally male dominated industry. The current proportion of men to women within the Group 
(excluding Makro) is 73% men and 27% women. Following the appointment of Helena Andreas, the Board consists of nine men 
and two women. 
The Board does not consider it appropriate to set targets for the number of women on the Board. The search for Board candidates 
is conducted, and appointments made, on merit and overall suitability for the role against objective criteria with due regard to the 
benefits of diversity (including skills, experience and gender). 
Appointment of Helena Andreas
After considering a number of candidates, and following an interview process led by the Chairman of the Board, Helena Andreas 
was proposed by the Committee as a prospective candidate to the Board, the Committee having considered that her experience 
as a cross channel retail general manager with international experience was valuable to the Company. Helena Andreas was 
invited to meet board members individually prior to her appointment. No external search consultancy was used in her recruitment.
Board Composition
As in previous years, as part of the Company’s annual evaluation of Board performance, all Directors were consulted on the 
composition of the Board, and were of the view that it has sufficient members to contain a balance of skills and experience, but it 
is not so large as to be unwieldy. The Board contains a balance of executive and non-executive directors such that no individual, 
or group of individuals can dominate the Board’s decision making. No one individual has unfettered powers of decision.
Committee performance and effectiveness
The Board additionally undertook an annual review of the Committee’s performance and effectiveness and concluded that the 
Committee operated effectively.
This report was approved by the Board of Directors on 22 May 2013.
Richard Rose
Chairman of the Nomination Committee
NOMINATION COMMITTEE REPORT
continued Booker Group plc 
annual report & accounts 2013
23
Chairman’s Introduction to the Remuneration Report
I am pleased to present the Report of the Remuneration Committee for 2013, which sets out the remuneration paid to the 
directors in the financial year ended 29 March 2013 and the policy for the forthcoming year.
In 2012 the Department for Business Innovation and Skills (“BIS”) announced a programme of legislative reforms to executive 
pay. These proposals will change the way that we are required to report to you on directors’ remuneration in the future and the 
Remuneration Committee has agreed to adopt some of the key requirements in advance of the formal regulations coming into 
force. The Report therefore follows a new structure this year (and includes this summary statement) which the Committee hopes 
you will find informative.
The work of the Remuneration Committee in 2013 was influenced by the shareholder vote in respect of the Remuneration Report 
at the 2012 AGM where 76.2% of votes cast were in favour of the resolution to approve the Report. Following the AGM, the 
Committee sought feedback from the Company’s major shareholders. This feedback indicated that the votes against the Report 
were largely as a result of an objection to the single performance condition required under the Performance Share Plan (“PSP”), 
which was based on the share price exceeding certain pre-determined targets for at least sixty consecutive days at any time 
during the three year vesting period. The Committee considered the points raised by shareholders and decided to change the 
performance conditions for future PSP awards so that they are more similar to those in other FTSE companies’ equivalent plans. 
The Committee aims to ensure that the remuneration policies of the Company are in line with the BIS proposals, whereby: 
Directors should not be rewarded for failure and incentives for senior management should be closely linked to performance, thus 
aligning the interests of executives and shareholders; and Directors’ rewards should be correlated with those received by other 
employees of the business. The Committee believes that the Company’s remuneration system conforms with these objectives 
whilst retaining and attracting individuals capable of promoting the success of the business. 
Alignment between the senior management and shareholders is also significantly increased by personal shareholdings. Directors, 
senior managers and colleagues own in aggregate over 8% of the issued share capital of the Company.
The Committee is of the view that we have a structure of reasonable base pay, bonuses and long term incentives which are 
aligned to the creation of shareholder value. 
The Committee believes that this remuneration system is simple to understand, has a proven track record of encouraging strong 
performance, does not reward failure and reflects the Company’s goal of creating value for shareholders.
Moreover, we believe that the remuneration policy and incentive framework in place is working well to support the Company’s 
strategy, is helping to retain and motivate our management team and is helping to drive strong returns for our shareholders. 
We look forward to hearing your views in the future and hope to receive your continued support at this year’s AGM.
On behalf of the Board
Karen Jones
Chairman of the Remuneration Committee
22 May 2013 
REMUNERATION REPORT 24
Booker Group plc 
annual report & accounts 2013
continued
The Remuneration Committee
Role of the Committee
The Remuneration Committee has defined Terms of Reference which were reviewed in May 2011 and can be found in the 
Investor Relations/l egal Documents section of the Group’s website. A copy may be obtained from the Company Secretary. The 
Remuneration Committee advises the Board and makes recommendations to it:
• on the remuneration packages for the Executive Directors and senior executives including remuneration, share incentives and 
other benefits;
• on the terms of service contracts with Executive Directors and senior executives and any compensation arrangements resulting 
from the termination of an Executive Director or senior executive’s service contract; and 
• concerning the grant and vesting of awards under the PSP.
Membership
The Remuneration Committee is chaired by Karen Jones and also comprises l ord Bilimoria and Andrew Cripps, all of whom 
are independent Non-Executive Directors. Details of the skills and experience of the Directors are contained in the Directors’ 
biographies on page 11. Their remuneration is set out later in this Report. The quorum necessary for the transaction of business 
is two, each of whom must be a Non-Executive Director. Only members of the Committee have the right to attend committee 
meetings, however, during the year, Richard Rose (Chairman), Charles Wilson (Chief Executive) and the Human Resources 
director were invited to attend meetings. 
The Company Secretary is Secretary to the Remuneration Committee.
Meeting Frequency and Main Activities in the Year
The Remuneration Committee met five times during the year ended 29 March 2013 to:
• Approve the 2012 bonus; 
• Review and approve the Remuneration Report 2012;
• Consider the 2013 Pay Award Strategy;
• Review Executive Directors’ and other senior executives’ remuneration packages; 
• Consider auto-enrolment for employees in the Group’s pension scheme; 
• Consider, approve and adopt the new performance conditions for 2012/15 and future PSP awards; 
• Provide an update upon the Committee Chairman’s meetings and conference calls with shareholders;
• Consider the approach to Remuneration Report 2013; and
• Consider the bonus scheme for 2014.
Since 29 March 2013, the Remuneration Committee met twice to:
• Approve the 2013 bonus;
• Review and approve the Remuneration Report for 2013;
• Consider and approve the 2014 Pay Award Strategy; 
• Approve the 2014 bonus scheme; and 
• Consider and approve the introduction of ‘clawback’ provisions in relation to bonus and PSP awards made from 2013.
REMUNERATION REPORT Booker Group plc 
annual report & accounts 2013
25
Attendance
Committee member Number of meetings attended Percentage attendance
Karen Jones (Chairman) 5 100%
l ord Bilimoria 5 100%
Andrew Cripps 5 100%
Committee interaction with stakeholders
The Committee actively engages with shareholders on remuneration matters. In November 2012, the Chairman of the Committee 
approached major shareholders outlining potential changes to future PSP performance conditions. Meetings and conference 
calls were held with many of them, as well as shareholder representative organisations, at which details of the changes were 
discussed.
voting in respect of the Remuneration Report at the 2012 AGM was as follows:
For Against Withheld Total
Approve the Remuneration Report 934,228,466 291,167,313 57,277,131 1,225,395,779
External Advisors
PricewaterhouseCoopers ll P (“PwC”) at the request of the Committee provided benchmarking information on executive 
remuneration and advice in relation to the operation of the Company’s PSP. PwC did not provide any other services to the Group 
during the year. 
Policy: Remuneration policy for the 2014 financial year
In this forward-looking section we describe our reward principles along with a description of the elements of the reward package 
and an indication of the future value of this package for each of the Executive Directors.
Key remuneration principles
The principles supporting the Executive Directors’ reward package are reviewed each year to ensure that they continue to 
underpin the Group’s strategy. 
The Committee’s overall policy is to provide competitive and potentially rewarding remuneration packages. The Company wishes 
to attract, retain and motivate Executive Directors and senior management of the requisite quality. Accordingly, the Committee’s 
policy, in a competitive market, is to design remuneration packages which reward Executive Directors and senior employees 
fairly for their individual contribution. The Committee will take into account the pay and employment conditions of other Group 
employees when determining Executive Directors’ remuneration, particularly when determining base salary increases.  26
Booker Group plc 
annual report & accounts 2013
continued
REMUNERATION REPORT
Remuneration policy summary
The following table shows a summary of the individual elements of remuneration provided to the Executive Directors for 2014:
Reward  
element
Purpose and  
link to strategy Operation Opportunity
Performance 
metrics Changes in year
Salary (cash) Recognises the market 
value of the role and 
the individual’s skill, 
performance and 
experience.
Reviewed annually and fixed for  
12 months from 1 April.
Committee considers:
•  Business and individual 
performance;
•  Current remuneration against internal 
and external benchmarks; and
•  Average salary increases for the 
wider Company workforce.
When external benchmarking is used, 
the comparator groups are chosen 
having regard to:
•  Size – market capitalisation, 
turnover, profits and the number  
of employees;
•  Diversity and complexity of  
the business.
Determined 
annually on the 
factors set out  
to the left.
None. Directors’ salaries increased 
between 0% and 20% in 2013.
Bonus (cash) Drives and rewards  
annual performance 
against financial metric.
Reviewed annually with target set  
in line with prior year performance.
Payment is determined by the 
Committee.
Threshold =  
0% of salary.
Maximum =  
100% of salary.
EBIT growth  
year on year.
Target 
measured  
over one year.
The basis of the bonus calculation 
has changed from an increase in 
annual EBITDA to EBIT in order 
that the measure of performance 
is based on identifiable reported 
figures that are more commonly 
used by stakeholders and 
commentators.
PSP (shares) Drives and rewards 
delivery of sustained 
long term performance 
on measures that are 
aligned with the interests 
of shareholders.
Annual awards over Company shares, 
which vest after 3 years, subject 
to the achievement of corporate 
performance targets. 
Reviewed annually. vesting is 
confirmed by the Committee after  
the end of the vesting period.
Threshold =  
0% of salary.
Maximum for 
2013/16 PSP 
cycle = 150%  
of salary.
50% subject 
to an 
absolute TSR 
performance 
target, 
with 50% 
linked to an 
absolute EPS 
performance 
target.
Multiple single share price targets 
have been replaced by reference to 
cumulative TSR and EPS targets. 
Pension Helps recruit and retain. Group defined contribution scheme. 6.25% employee 
contribution (of 
which 1.25% 
represents 
salary sacrifice) 
with 15% 
Company 
contribution.
None. None.
Fixed and variable pay mix
Individual reward elements for all Executive Directors (excluding Charles Wilson, Chief Executive, who does not participate in 
any incentive schemes) are designed to provide a balance between fixed remuneration and variable “at risk” reward, linked to 
the performance of the Company. Charles Wilson, Chief Executive, has chosen from the outset not to participate in the bonus 
scheme. The Committee views this as appropriate given the alignment with shareholder interests which arises from his significant 
shareholding in the Company.
The usual pay mix for Executive Directors is as follows at target and maximum levels: Booker Group plc 
annual report & accounts 2013
27
Executive Director
Target Maximum Opportunity
Fixed Pay (%) Variable Pay (%) Fixed Pay (%) Variable Pay (%)
Charles Wilson 100 0 100 0
Jonathan Prentis 48 52 32 68
Mark Aylwin 48 52 32 68
Guy Farrant 48 52 32 68
Bryn Satherley 48 52 32 68
• Fixed pay comprises base salary and pension contributions (equivalent to 15% of base salary). Benefits are excluded. 
• variable pay comprises the annual bonus and the long term incentive opportunity delivered via the PSP.
• Target performance assumes Bonus award is at target 50% of salary and PSP award is valued at 75% of salary, measured at 
the time of grant.
• Maximum performance assumes Bonus award is at maximum 100% of salary and PSP award is valued at 150% of salary, 
measured at the time of grant.
Salary and benefits
• Base salary is the only element of remuneration which is pensionable.
• In addition to salary, certain usual benefits are provided to Executive Directors.
• All colleagues are eligible for an annual pay award and in the past year the average pay increase for the Group’s employees was 
2.23% year on year. Due to the enlargement of the Group following the acquisition of Makro, the responsibilities and workload of 
the Executive Directors increased. To address this the Committee engaged PwC to conduct a benchmarking review of Executive 
Directors’ remuneration and, as a consequence, the base salary of four Executive Directors was increased. Charles Wilson, 
Chief Executive, did not receive a salary increase. The average pay increase year on year of the Executive Directors was 10.87%, 
although following these increases all Executive Directors’ salaries remain at or below the median benchmark.
With effect from 1 April 2013, subject to the annual pay rise, the Executive Director’s annual salary in relation to the Company will 
be as follows:
Executive Director
2013 
(£’000)
Charles Wilson 510
Jonathan Prentis 345
Mark Aylwin 315
Guy Farrant 335
Bryn Satherley 280
Bonus
The bonus scheme covers Executive Directors, senior managers, branch managers and sales teams, comprising approximately 
1,200 employees of the Group. The aggregate bonus pool is determined each year by the level of improvement in Group EBIT 
year on year (previously EBITDA) and no bonus is paid unless there is an improvement. The maximum bonus achievable for an 
Executive Director is 100% of basic salary. Charles Wilson, Chief Executive, has chosen not to participate in this bonus scheme. The 
Committee views this as appropriate given the alignment with shareholder interests which arises from his significant shareholding in 
the Company. Payments to Executive Directors are based upon a percentage of basic salary and do not form part of pensionable 
earnings. The proportion of the bonus pool accruing to Executive Directors is less than 15%. 
Of the Group’s average 9,658 employees (excluding Makro), over 6,000 employees are eligible for a bonus payment based 
on “customer satisfaction”. Customer satisfaction is measured independently by calling 10,000 customers selected at random 
covering retailers, caterers, delivered and collect across our 172 branches each quarter to ask them to rate key areas of service. 
Around 1,300 logistics employees are eligible for a quarterly bonus payment based on achieving productivity and efficiency 
targets at the site at which they are employed. 
From 2014 the Group’s bonus schemes will be extended to cover Makro’s employees. 28
Booker Group plc 
annual report & accounts 2013
PSP 
The PSP allows Executive Directors and approximately 900 employees to receive share awards, subject to the achievement of 
performance targets set by the Committee, measured over a three year period. Awards are made annually and, other than in 
exceptional circumstances, will not be more than 150% of annual salary for Executive Directors.
For the 2010/13 and 2011/14 PSP cycle, the performance measures were share price based. Details of structure and outcome 
are set out on page 36.
For the 2012/15 PSP cycle, the Committee resolved to grant maximum awards at 150% of base salary for the Executive Directors. 
vesting for points between Threshold and Maximum will be calculated on a straight line basis, as follows:
• 50% of each award will be linked to an Absolute TSR performance target with 25% of this element vesting at 8% growth per 
annum and rising on a straight line basis with full vesting for 15% growth per annum, when measured over the 3 years from 
the award date.
• 50% of each award will be linked to an Absolute EPS performance target with 25% of this element vesting for achieving 
Absolute EPS growth of 6% per annum and rising on a straight line basis with full vesting requiring 12% growth per annum, as 
measured between March 2012 and March 2015.
In setting the TSR performance target, the Committee has taken into account the TSR returns achieved by companies in the 
FTSE350 commencing with the three year period to May 2002 and then walking forward on a weekly basis with the last data point 
being the returns of each company through to July 2012.
There is no re-testing of performance targets under the PSP, and awards lapse if they are not met.
The performance measures for the 2013/16 cycle for the Executive Directors (excluding Charles Wilson) are expected to be similar 
to the 2012/15 PSP cycle.
From 2014 the Group’s PSP schemes will be extended to cover Makro’s employees.
Pensions 
The Company operates and has open to all permanent employees the Group defined contribution personal pension plan.
As an alternative to the pension arrangement, pensionable pay may be paid into the Executive Directors own personal 
pension arrangement.
The normal retirement age for Executive Directors is 65. 
All Executive Directors are entitled to a pension contribution at the rate of 15% of pensionable pay. Pensionable pay is set at 
the prior year’s basic salary. A salary sacrifice arrangement was introduced for the Group Personal Pension Scheme in order to 
maximise benefits available to the Scheme’s members. 
Other benefits 
Benefits for Executive Directors comprise car (or car allowance), life cover of four times basic salary, private medical insurance 
and permanent health insurance for themselves and their families. 
Clawback in incentive plans
For awards made from 2013, the Bonus schemes and PSP allow the Committee discretion to claw back bonus and unvested 
share awards in the following circumstances:
• misconduct that causes significant damage or potential damage to the Company’s prospects, finances or brand reputation; 
and/or
• actions that lead to material misstatement or restatement of accounts.
This feature helps ensure alignment between executive rewards and shareholder returns.
continued
REMUNERATION REPORT Booker Group plc 
annual report & accounts 2013
29
Sums paid to third parties 
No consideration was paid to third parties for making available the services of any person as a Director of the Company during 
the year. 
Implementation: Outcomes for 2013 financial year
Single figure remuneration in 2013 – actual and maximum
The table below shows all remuneration that was received by individual Directors during the year ending 29 March 2013. 
Total Remuneration for 2013 Financial Year*
Director
Salary 
Received 
£’000
Taxable 
Benefits 
£’000
Pension 
Contributions 
£’000
Bonus 
£’000 
Shares 
Vested 
£’000
Total 
£’000
Charles Wilson 510 1 77 0 0 588
Jonathan Prentis 317 26 45 191 0 579
Mark Aylwin 284 21 39 174 0 518
Guy Farrant 306 22 43 185 0 556
Bryn Satherley 277 30 41 155 0 503
Details of elements shown:
• Salary – salary for the year.
• Taxable benefits – all taxable benefits in kind arising from the individual’s employment in 2013.
• Pension Contributions – the value of Company contributions to pension plans or any cash allowances paid in lieu of pension 
contributions.
• Bonus – the bonus relating to the Company’s performance in 2013, paid in 2014.
• Shares vested – the value of PSPs at the date of vesting. No value is attributed to PSP awards in 2013 as no shares were 
awarded in 2010, which would have vested during the year had any such PSPs been granted then. 
*All figures are calculated in accordance with our understanding of the requirements of the current draft BIS regulations on 
disclosure of executive pay.
Executive shareholding requirement
Alignment to shareholder interests is a key element of the Group’s remuneration policy which maintains commitment over the 
long term and ensures that the interests of the Executive Directors are aligned with those of shareholders. The Committee 
sets shareholding guidelines for Executive Directors. The current guideline is to build and maintain, over time, a personal (and/
or spousal) holding of shares in the Company equivalent in value to at least the Director’s annual base salary. The Executive 
Directors currently meet these guidelines. Details of the share interests of all Directors are shown below. Shares held outright by 
each Executive Director at 29 March 2013 with no restrictions:
Director Ordinary Shares 
Charles Wilson 108,241,986
Jonathan Prentis 10,413,807
Mark Aylwin 1,100,000
Guy Farrant 668,547
Bryn Satherley 8,363,486 30
Booker Group plc 
annual report & accounts 2013
Bonus
In 2013 the bonus scheme covered Executive Directors, senior managers, branch managers and sales teams, comprising 
approximately 1,200 employees of the Group. The aggregate bonus pool was determined by the level of improvement in Group 
EBITDA year on year and no bonus would have been paid if there were no improvement. The maximum bonus achievable for 
an Executive Director was 100% of basic salary. Charles Wilson, Chief Executive, has chosen not to participate in this bonus 
scheme, and the Committee views this as appropriate given the alignment with shareholder interests which arises from his 
significant shareholding in the Company. Payments to Executive Directors are based upon a percentage of basic salary and do 
not form part of pensionable earnings.
The level of pre-bonus EBITDA achieved in 2013 gave rise to the following awards to the Executive Directors:
Director EBITDA award as % of salary
Jonathan Prentis 55.26
Mark Aylwin 55.26
Guy Farrant 55.26
Bryn Satherley 55.26
Bonus payments awarded to each Executive Directors, other than Charles Wilson who received no bonus, as a proportion of 
salary in the three previous financial years.:
Financial Year Bonus Payment
2012 58.16%
2011 46.69%
2010 55.62%
Share Incentives
Structure and outcome for 2013:
• No awards were made in 2010 for vesting in 2013 
Current position on outstanding awards:
• Details of the performance measures and potential vesting outcomes for outstanding awards as at 29 March 2013 are  
as follows:
Performance 
Measure
Threshold 
performance
Additional 
performance 
Maximum 
performance
Value of PSPs 
awards –  
% of salary
PSPs vested 
at 2013
Exercisable 
from
2010/13 cycle
Share Price 60.0p 62.5p/70.0p 90.0p 150% All targets met October 2013
2011/14 cycle
Share Price 85.8p 89.4p/100.1p/128.7p 153.0p 150% 3 of 5 targets met November 2014
From 2012, the performance measures for the PSP were changed:
Performance 
Measure
Threshold 
performance
Maximum 
performance
Threshold/
Maximum 
vesting Weighting
Maximum 
award –  
% of salary
Potential vesting 
outcomes
2012/15 cycle
TSR Growth by 8%  
per year or more
Growth by 15 % 
per year or more
25%/100% 50% 75% Between Threshold and 
Maximum vesting if current 
performance maintained
EPS Growth by 6%  
per year or more
Growth by 12 % 
per year or more
25%/100% 50% 75% Between Threshold and 
Maximum vesting if current 
performance maintained
continued
REMUNERATION REPORT Booker Group plc 
annual report & accounts 2013
31
Participation
As well as the Executive Directors, approximately 900 employees have received PSP options. In addition 1,951 employees 
participate in the 2012 and 1,821 are in the 2011 SAYE scheme (in which the Executive Directors have chosen not to participate).
The high number of employees participating in these schemes is consistent with the Group’s policy of ensuring that the 
remuneration of the Executive Directors is aligned with that of the overall workforce and with the interests of shareholders. 
Since 2007, when the reverse takeover of Blueheath was completed and the Company became admitted to trading on AIM, the 
equity value of the Company has increased from approximately £300m to over £2,100m. The value of the PSP options awarded 
has been equivalent to 2% of the value generated.
Chief Executive
The total remuneration for Charles Wilson, Chief Executive during the period under review from 31 March 2012 is as follows:
Total 
Remuneration
Variable 
Element (%)
Percentage increase 
from FY12 to FY13 – 
Chief Executive (%)
Percentage increase 
from FY12 to FY13 
Employees (%)
2012 588 0 0 2.94
2013 588 0 0 2.23
Spend on Pay
The percentage spend on and total amounts paid on executive and overall pay in relation to the profit and dividend for FY13 is set 
out in the table below, together with tax paid.
Tax charged in 2013
In the year ended 29 March 2013, the Group charged taxes payable to the UK Government of £50.3m being £18.3m of corporation 
tax, £14.8m employer’s National Insurance Contributions and £17.2m of building rates. In addition, the Group collected tax on 
behalf of the UK Government of £267.2m, being £79.6m net vAT payments, £35.6m of employee taxes, and £152.0m of customs 
and excise duty.
Employee costs charged (excluding Directors) £191.5m 58.4%
Retained profit 46.1m 14.1% 
Dividend paid £37.0m 11.3% 
Tax charged £50.3m 15.3% 
Directors costs charged £3.1m 0.9%  32
Booker Group plc 
annual report & accounts 2013
continued
REMUNERATION REPORT
Other matters
Performance Graph
The Company’s performance from 28 March 2008 to 29 March 2013 measured by Total Shareholder Return (‘TSR’), is compared 
in the chart below with the performance of the FTSE 250 Index (excluding investment trusts) and FTSE AIM All Share Index. 
These are considered the most appropriate indices against which to measure performance following the reverse acquisition 
of Blueheath in June 2007, which was at that time listed on AIM, the Company’s admission to listing on the Official l ist and to 
trading on the l ondon Stock Exchange plc’s main market for listed securities in July 2009 and its inclusion in the FTSE 250 Index 
in December 2009. 
TSR is defined as the return a shareholder would receive if they held a notional number of shares and received dividends over 
a period of time. Assuming dividends are reinvested into the Company’s shares, it measures the percentage growth in the 
Company’s share price together with any dividends paid. 
Non-Executive Directors’ pay policy and structure
Determination of fee levels
The Non-Executive Directors are paid a fixed fee. The Board has determined that the time commitment of Non-Executive 
Directors should be 12 days per annum, other than the Chairman whose time commitment should be 24 days per annum. The 
time commitment for Non-Executive Directors is set out in the relevant Non-Executive Director’s letter of appointment. 
The Non-Executive Directors do not receive bonuses or pension contributions and are not entitled to participate in any of the 
Company’s share schemes. They are entitled to be reimbursed for reasonable expenses incurred by them in carrying out their 
duties as Directors of the Company. Fees for the Non-Executive Directors (other than the Chairman) are determined by the 
Chairman and the Executive Directors, having regard to fees paid to Non-Executive Directors in other comparable UK quoted 
companies, the time commitment and responsibilities of the role.
600
March 2008 March 2013 March 2011
Booker Group plc Total Shareholder Return Since 28 March 2008
March 2012 March 2009 March 2010
400
200
500
300
100
0
Booker Group plc FTSE 250 (excluding investment trusts) FTSE AIM All Share Booker Group plc 
annual report & accounts 2013
33
With effect from 1 April 2013, the Non-Executive Directors’ fees in relation to the Company will be as follows:
Non-Executive
Basic Fee 
£’000
Additional Fee 
As Chairman of 
Committee
£’000
Additional Fee For 
representation on 
Committee
£’000
Total
£’000
Richard Rose 131 4 – 135
Helena Andreas 38 – – 38
l ord Bilimoria 39 – 5 44
Andrew Cripps 39 6 5 50
Stewart Gilliland 39 – 3 42
Karen Jones 39 6 – 45
Service Contracts
Notice periods
The Board’s policy is that service contracts of Executive Directors should provide for termination by the Company on not more 
than twelve months’ notice. 
The service contracts of each of the current Executive Directors provide for such a period of notice. 
Termination
None of the contracts (except for Charles Wilson’s contract) provides for specific contractual termination payments other than 
payment in lieu of notice. Under Charles Wilson’s contract, in the event of a change of control of the Company, Charles Wilson 
has the right to terminate his employment on 30 days’ notice and to receive a payment equal to his gross salary for his contractual 
notice period. 
It is the Committee’s policy to ensure that a Director’s duty to mitigate his loss is taken into account in the calculation of any 
termination payments.
The Company’s approach to the termination of contracts of service of Executive Directors is dictated by the relevant events, 
bearing in mind the circumstances of termination and the interests of the Company. 
External appointments 
Executive Directors are not permitted to hold directorships or offices of companies whose shares are listed on a recognised stock 
exchange and, accordingly, no Executive Director serves as a Non-Executive Director of any such company.
Non-Executive Directors’ letters of appointment
Non-Executive Directors have letters of appointment for an initial period of 3 years subject to termination on one month’s notice. In 
addition, the Code requires that all Non-Executive Directors stand for re-election annually. Non-Executive Director appointments 
are also subject to the Articles of Association of the Company.
The table below summarises the dates of appointment and most recent re-election dates for the Chairman and each of the Non-
Executive Directors serving as at 29 March 2013.
Date of appointment as 
a Non-Executive Director
Most recent date of 
re-election at AGM
Richard Rose 
a
9 May 2007 18 July 2012
Helena Andreas 14 November 2012 N/A
l ord Bilimoria 22 November 2007 18 July 2012
Andrew Cripps 22 November 2007 18 July 2012
Stewart Gilliland 8 December 2010 18 July 2012
Karen Jones 19 February 2009 18 July 2012
a Prior to his appointment as a Non-Executive Director, Richard Rose had been Executive Chairman of Blueheath from September 2006
Copies of the letters of appointment will be available for inspection at the Company’s registered office during business hours and 
at the 2013 Annual General Meeting.  34
Booker Group plc 
annual report & accounts 2013
continued
REMUNERATION REPORT
Executive Directors
The table below summarises the service contracts of the Executive Directors.
Copies of the service contracts will be available for inspection at the Company’s registered office during business hours and at 
the 2013 Annual General Meeting.
Date of 
appointment
Date of  
re-election
Notice period 
(months) by the 
Company
Notice period 
(months) by the 
Director
Unexpired term  
of contract
Charles Wilson 4 June 2007 18 July 2012 12 9* Rolling Contract
Jonathan Prentis 4 June 2007 18 July 2012 12 6 Rolling Contract
Mark Aylwin 9 November 2007 18 July 2012 12 12 Rolling Contract
Guy Farrant 14 October 2010 18 July 2012 12 12 Rolling Contract
Bryn Satherley 12 November 2008 18 July 2012 12 6 Rolling Contract
* In the event of a change of control, Charles Wilson can terminate on 30 days’ notice. Further details are set out on page 33.
All Executive Directors will stand for re-election at the 2013 Annual General Meeting.
Audited information on Directors’ emoluments
Audited Information
The following information has been audited by the Company’s auditor, KPMG Audit Plc. 
Directors’ remuneration
The figures below represent the Directors’ remuneration earned during the period under review as Directors of the Company from 
31 March 2012 or from date of appointment.
Basic
Annual 
Bonus
Benefits 
in Kind
Total before Pension 
Contributions
Pension 
Contributions
2013 
£’000
2012 
£’000
2013 
£’000
2012 
£’000
2013 
£’000
2012 
£’000
2013 
£’000
2012 
£’000
2013 
£’000
2012 
£’000
Executive 
Charles Wilson 510 510 – – 1 1 511 511 77
a
77
a
Jonathan Prentis 317 298 191 173 26 26 534 497 45 38
Mark Aylwin 284 262 174 153 21 20 479 435 39 35
Guy Farrant 306 287 185 167 22 12 513 466 43 42
Bryn Satherley 277 275 155 160 30 31 462 466 41 36
Non-Executive 
Richard Rose
 b
135 132 – – – – 135 132 – –
Helena Andreas
 
14 – – – – – 14 – – –
l ord Bilimoria
 b
44 43 – – – – 44 43 – –
Andrew Cripps
 b
50 49 – – – – 50 49 – –
Richard Farr 
b c
– 6 – – – – – 6 – –
Stewart Gilliland
 b
42 41 – – – – 42 41 – –
Karen Jones
 b
45 44 – – – – 45 44 – –
Total 2,024 1,947 705 653 100 90 2,829 2,690 245 228
a The balance in excess of the annual £50,000 pensions funding limit is paid as a taxable salary supplement
b Fees include amounts paid for representation on various committees 
c Resigned from the Board on 18 May 2011 Booker Group plc 
annual report & accounts 2013
35
Directors’ options
Options over Ordinary Shares of the Company under the PSP held by the Executive Directors who served during the year, 
together with any movements in those options in the year, are shown below:
Name
Date of 
Grant
Shares 
under 
option 30 
March 2012
Options 
granted 
during year
Options 
lapsed 
during year
Options 
exercised 
during 
year 
a
Shares 
under 
option 29 
March 2013
Exercise 
price 
(pence)
Exercisable 
from 
b
Exercisable 
to 
b
Charles Wilson 3 July 2008 1,400,000 – – – 1,400,000 Nil
3 July 
2010/11 3 July 2018
Jonathan Prentis 3 July 2008 1,400,000 – – – 1,400,000 Nil
3 July 
2010/11 3 July 2018
19 October 
2010
1,432,560
55,813
(CSOP)* – – –
1,432,560 
55,813
(CSOP)* Nil
19 October
 2013
19 October
2020
9 November 
2011 585,010 – – – 585,010 Nil
9 November 
2014
9 November 
2021
22 November
 2012 – 522,622 – – 522,622 Nil
22 November
 2015
22 November 
2022
Mark Aylwin 3 July 2008 1,000,000 – – – 1,000,000 Nil
3 July 
2010/11
3 July 
2018
19 October
 2010 
1,432,560
55,813
(CSOP)* – – –
1,432,560 
55,813
(CSOP)* Nil
19 October 
2013
19 October
 2020
9 November
 2011 514,645 – – – 514,645 Nil
9 November
 2014
9 November
 2021
22 November
 2012 – 477,176 – – 477,176 Nil
22 November
 2015
22 November
 2022
Guy Farrant
14 October 
2010 3,900,000 – – – 3,900,000 Nil
14 October 
2011/12/13
14 October 
2020
9 November 
2011 562,895 – – – 562,895 Nil
9 November
 2014
9 November 
2021
22 November
 2012 –
507,473
30,296 
(CSOP)* – –
507,473
30,296 
(CSOP)* Nil
22 November 
2015
22 November
 2022
Bryn Satherley
19 October 
2010
1,432,560
55,813
(CSOP)* – – –
1,432,560 
55,813
(CSOP)* Nil
19 October 
2013
19 October
 2020
9 November
 2011 538,770 – – – 538,770 Nil
9 November
 2014
9 November
 2021
22 November
 2012 – 424,157 – – 424,157 Nil
22 November
 2015
22 November
 2022
a The aggregate gains made by Directors on the exercise of options was £nil (2012: £1,029,000).
b Represents the earliest exercise date (assuming satisfaction of the relevant performance condition) and latest expiry date of options held by the Director during the year. The 
performance condition is described below.
*  At the time of exercise, to the extent that there is a gain on the Company Share Option Plan (‘CSOP’) option (which is a tax-approved option granted under the PSP with an 
exercise price equal to the market value of the shares at the time of grant), PSP options will be forfeited to the same value.
The maximum award permitted under the PSP is 400% of base salary. Since 2011, annual awards have been made at up to 150% 
of base salary.
The closing mid market price of an Ordinary Share on 29 March 2013 was 121.5p and the price range during the year was 72.60p 
to 125.30p.
PSP options 
The Committee established the PSP in July 2008, which was extended on a discretionary basis to certain employees only. 
Certain information relating to the PSP was set out in the Remuneration Report contained in the Company’s 2008 Annual Report 
and Accounts which was approved by shareholders at the Company’s Annual General Meeting in 2008. 36
Booker Group plc 
annual report & accounts 2013
continued
REMUNERATION REPORT
PSP options granted in 2010
In October 2010, the Company made awards under the PSP in relation to a total of 11.3m new Ordinary Shares. 
The options granted will vest and become exercisable three years from the date of the award subject to continued employment and 
the performance conditions mentioned below being satisfied and will lapse if not exercised within ten years of the date of award. 
A quarter of each option will vest on reaching each of the share prices of 60p, 62.5p, 70p and 90p, in each case sustained over 
a consecutive 60-day period. As at 29 March 2013, all of the four share price targets had been met.
In October 2010, Guy Farrant was granted a special performance share award (in the form of a nil-cost option) over 3.9 million 
Ordinary Shares in the Company (‘the Option’). The Option was granted specifically in connection with Guy’s appointment as a 
Director. Additional information about the Option can be found in the Company’s 2011 Annual Report and Accounts which was 
approved by shareholders at the Company’s Annual General Meeting in 2011. 
The Option is in two parts: one part relates to 2.1 million Ordinary Shares in the Company and the other part relates to 1.8 million 
Ordinary Shares in the Company. A third of the 2.1 million shares will vest on reaching each of the share prices of 52p, 56p and 
58p. This part of the Option can be exercised in three annual instalments, assuming that the relevant share price target has been 
reached by the end of each year (otherwise, the Option can be exercised after three years to the extent that the targets have 
subsequently been reached by that time). As at 29 March 2013, all three of the share price targets had been met. 
A quarter of the 1.8 million shares will vest on reaching each of the share prices of 60p, 62.5p, 70p and 90p. To the extent that 
these share price targets are met, this part of the Option can be exercised after three years. For each part of the Option, each 
share price target has to be sustained over a consecutive 60 day period in order for the relevant part of the Option to vest. Other 
than as set out above, the vesting and exercise terms applying to the Option are the same as if it had been granted under the 
PSP. As at 29 March 2013, all four of the share price targets had been met.
PSP options granted in 2011
In November 2011, the Company made awards under the PSP in relation to a total of 7.0m new Ordinary Shares. 
The options granted will vest and become exercisable three years from the date of the award subject to continued employment 
and the performance conditions mentioned below being satisfied and will lapse if not exercised within ten years of the date of 
award. A fifth of each option will vest on reaching each of the share prices of 85.8p, 89.4p, 100.1p. 128.7p and 153.0p, in each 
case sustained over a consecutive 60-day period.
As at 29 March 2013, three of the five share price targets had been met.
PSP options granted in 2012
In November 2012, the Company made awards under the PSP in relation to a total of 6.3m new Ordinary Shares.
As a result of concerns expressed by shareholders during 2012, the Committee decided to review the structure of the PSP 
performance conditions so that they were more in line with equivalent plans used by other FTSE companies. 
As a result new performance conditions relating to the 2012 PSP awards were adopted and will apply as follows:
• 50% of each award would be linked to an Absolute TSR performance target with 25% of this element vesting at 8% growth 
per annum and rising on a straight line basis with full vesting for 15% growth per annum, when measured over the 3 years from 
the award date.
• 50% of each award would be linked to an Absolute EPS performance target with 25% of this element vesting for achieving 
Absolute EPS growth of 6% per annum and rising on a straight line basis with full vesting requiring 12% growth per annum, as 
measured between March 2012 and March 2015.
The options granted will vest and become exercisable three years from the date of award, subject to continued employment and 
the performance conditions outlined above being satisfied and will lapse if not exercised within 10 years of the date of award.
This report was approved by the Board of Directors on 22 May 2013.
Karen Jones CBE
Chairman of the Remuneration Committee Booker Group plc 
annual report & accounts 2013
37
DIRECTORS’ REPORT
The Directors present their report and audited accounts for the 52 week period ended 29 March 2013.
Business review 
Information contained in the Chief Executive’s Review and the Group Finance Director’s Report fulfilling the requirements of 
Section 417 Companies Act 2006 are incorporated by reference into this Directors’ Report. The Corporate Governance Report 
(incorporating the Audit Committee Report and the Nomination Committee Report) and the Remuneration Report also form part 
of and are incorporated by reference into this Directors’ Report. 
Financial risk management
Policies on financial risk management are set out in note 18 to the Financial Statements.
Key performance indicators (KPIs)
The principal KPIs used to monitor the financial performance of the business are operating profit margin, operating profit, profit 
after tax and levels of net debt relative to plan. Other key non-financial measures are customer satisfaction and health and safety.
Results and dividends 
The Group recorded a profit for the period of £83.1m (2012: £74.9m) as shown in the Consolidated Income Statement for the 
period ended 29 March 2013 which is set out on page 42.
The Directors have recommended a final dividend of 2.25 pence per Ordinary Share. If approved by shareholders at the Annual 
General Meeting on 10 July 2013, this final dividend will be payable on 12 July 2013 to shareholders on the register of members 
at the close of business on 14 June 2013. An interim dividend of 0.38 pence per share was paid on 30 November 2012.
If the final dividend is approved by shareholders, dividends for the year will total 2.63 pence per Ordinary Share (2012: 2.28 pence).
Interests of Directors in contracts
During the period no Director had any material interest in any significant contract to which the Company or any subsidiary was a party.
Changes of control
All of the Company’s share schemes contain provisions relating to a change of control. Outstanding options and awards normally 
vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time. The 
Company is not a party to any other significant agreements that take effect, alter or terminate upon a change of control following 
a takeover bid other than its bank facility agreement, which provides that on a change of control the lender shall not be obliged 
to fund a utilisation (except for a rollover loan) and, if it so requires, may cancel its commitment and declare its participation in all 
outstanding utilisations immediately due and payable. Further the Company is not party to any agreement with the Directors or 
employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or 
otherwise) that occurs as a result of a takeover bid other than with Charles Wilson, in that in the event of a change of control of 
the Company, Charles Wilson has the right to terminate his employment on 30 days’ notice and to receive a payment equal to his 
gross salary for his contractual notice period.
Directors
The names of those persons serving as Directors of the Company during the year are set out below. The Directors held office 
throughout the period unless otherwise stated.
Charles Wilson
Jonathan Prentis
Mark Aylwin
Guy Farrant 
Bryn Satherley
Richard Rose
l ord Bilimoria
Andrew Cripps
Karen Jones
Stewart Gilliland
Helena Andreas (appointed 14 November 2012)
Biographical details of the Directors are set out in the section headed Directors and Officers on pages 10 and 11. 
In accordance with the Company’s Articles of Association Helena Andreas will be standing for election at the 2013 Annual General 
Meeting and, in accordance with the Code, each of the other Directors has resolved to stand for re-election annually and will be 
standing for re-election at the 2013 Annual General Meeting. 38
Booker Group plc 
annual report & accounts 2013
continued
DIRECTORS’ REPORT
Conflicts of Interest
In accordance with the Company’s Articles of Association and section 175 of the Companies Act 2006, formal procedures for the 
notification and authorisation of potential and actual conflicts of interest have been approved by the Board.
These procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure 
that only Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review 
the register of Directors’ conflicts annually and on an ad hoc basis when necessary. Any potential conflicts of interest in relation 
to newly appointed Directors are considered by the Board prior to appointment. These procedures have operated effectively 
throughout the current financial period.
Directors’ and Officers’ Liability Insurance
The Company maintains appropriate directors’ and officers’ liability insurance in respect of itself and its Directors and officers. 
The Directors may also be indemnified in accordance with the Company’s Articles of Association and to the maximum extent 
permitted by law, although no such indemnities are currently in place. The insurance does not, and any indemnities if granted 
would not, provide cover where the relevant Director or officer has acted fraudulently or dishonestly.
Corporate Governance
The Company prepares a separate Corporate Governance Report, Audit Committee Report, Nomination Committee Report and 
Directors’ Remuneration Report. 
Substantial interests 
The Company has been notified under the Disclosure and Transparency Rules of the following interests in the voting rights 
attaching to the Company’s issued share capital as at 22 May 2013. 
Metro Cash & Carry International Holding Bv 9.07%
Prudential Plc 6.32%
Charles Wilson 6.27%
Ameriprise Financial Inc 4.78%
Artemis Investment Management 4.43%
Blackrock Inc 4.33%
Schroder Investment Management 4.29%
Cazenove Capital Management 4.01%
Aviva Plc 3.89%
l egal & General Group Plc 3.17% Booker Group plc 
annual report & accounts 2013
39
Directors’ share interests
Details of the share interests of all Directors, and their connected persons, as at 29 March 2013 are shown below. There have 
been no changes in the interests between 29 March 2013 and 22 May 2013.
Ordinary Shares in Booker Group plc 
29 March 2013
Ordinary Shares in Booker Group plc
30 March 2012
Charles Wilson 108,241,986 108,241,986
Jonathan Prentis 10,413,807 10,413,807
Mark Aylwin 1,100,000 1,100,000
Guy Farrant 668,547 668,547
Bryn Satherley 8,363,486 8,363,486
Richard Rose 910,282 910,282
l ord Bilimoria 50,000 50,000
Andrew Cripps 200,000 200,000
Karen Jones 145,000 145,000
Stewart Gilliland 50,000 50,000
Helena Andreas – n/a
Employees 
It is the Group’s policy to involve employees in the business and to ensure that matters of concern to them, including the Group’s aims 
and objectives and its financial performance, are communicated in an open and regular way and, when appropriate, employees’ 
views are taken into account. This is achieved through the use of business briefings and other less formal communications. 
The Directors encourage employees to become shareholders to promote active participation in and commitment to the Group’s 
success. This policy has been pursued for all employees through the SAYE scheme. As at the year end 1,951 employees were 
contributing monthly to the 2012 SAYE scheme and 1,821 employees were contributing monthly to the 2011 SAYE scheme. 
The promotion of equal opportunities for all employees, including disabled persons, is regarded as an important Group priority. 
Applications for employment and promotion of disabled persons are treated on the same basis as those from other applicants 
having regard to aptitude, ability, requirements of the job and experience. The Group’s policy is to seek to continue the employment 
of, and to arrange appropriate training for, employees who have become disabled during the period when they were employed 
by the Group. 
In the year the average number of persons employed by the Group (excluding Makro employees but including Directors) increased 
from 9,375 to 9,658. 
Suppliers 
The Group works closely with its suppliers to ensure the delivery of its policies on product quality and integrity, health and safety, 
and the environment. Payments to suppliers are made in accordance with terms and practices agreed with individual suppliers. 
Trade creditors for the Group at the financial year end represented 41 days of purchases (2012: 41 days). 40
Booker Group plc 
annual report & accounts 2013
continued
DIRECTORS’ REPORT
Share capital
As at 29 March 2013, the Company’s share capital consisted of 1,727,090,560 issued and fully paid Ordinary Shares with a 
nominal value of 1 pence per share, listed on the l ondon Stock Exchange. A total of 156,621,525 Ordinary Shares were issued to 
Metro Cash & Carry International Holdings Bv on 4 July 2012 which, as at that date, represented 9.99% of the Company’s issued 
share capital. A total of 3,079,233 Ordinary Shares were issued during the year in connection with the exercise of options under 
the Company’s share option schemes. Ordinary Shares may be held in certificated or uncertificated form. 
At the Annual General Meeting held in 2012, the Company was granted authority by shareholders to purchase up to 156.7 million 
Ordinary Shares, representing less than 10% of the Company’s ordinary share capital as at 29 May 2012. No Ordinary Shares 
were purchased pursuant to this authority during the year. In accordance with current best practice, the Company will seek to 
renew this authority at the forthcoming Annual General Meeting. 
The rights and obligations attaching to the Company’s Ordinary Shares are contained in the Company’s Articles of Association, 
a copy of which can be viewed on the Company’s website or obtained by request to the Company Secretary. The Articles of 
Association can only be changed by special resolution passed in a general meeting of shareholders. 
Each Ordinary Share carries the right to one vote on a poll, and to attend and speak at a general meeting of the Company, to 
appoint proxies to exercise full voting rights and to participate in any distribution of income or capital. There are no restrictions on 
transfer or limitations on the holding of the Ordinary Shares, nor are there any requirements for prior approval for their transfer. 
Under the Articles of Association, the Directors have the power to suspend voting rights and the right to receive dividends in 
respect of Ordinary Shares in circumstances where the holder of those shares fails to comply with a notice issued under section 
793 of the Companies Act 2006.
Ordinary Shares acquired through the Company’s share option schemes rank equally with all other Ordinary Shares in issue and 
have no special rights. Details of share options granted but not exercised or lapsed as at 29 March 2013 are set out in note 25 to 
the Financial Statements.
Provisions dealing with the appointment and replacement of Directors are contained in the Articles of Association, which provide 
that a Director may be appointed by ordinary resolution of shareholders or by the existing Directors, either to fill a vacancy or as 
an additional Director. 
The Directors may exercise all the powers of the Company subject to the provisions of the applicable legislation, the Articles of 
Association and any directions given by the Company in general meeting. The powers of the Directors include those in relation 
the issue and buy-back of shares.
There are no known arrangements under which financial rights are held by persons other than holders of the shares, nor any 
known arrangements on restrictions on share transfers or voting rights.
Annual General Meeting
The Annual General Meeting of the Company will be held at 11:00am on Wednesday 10 July 2013 at Booker Branch Wimbledon, 
Endeavour Way, Durnsley Road, l ondon SW19 8Pl G.
The Notice of Annual General Meeting, which separately accompanies this document, includes details of the business to be 
transacted at the meeting and contains an explanation of all resolutions to be considered at the Annual General Meeting. 
It is the intention that the entire Board will stand for election or re-election, as applicable, at the forthcoming Annual  
General Meeting. 
Electronic Communications
The Company is authorised under its Articles of Association and pursuant to the Companies Act 2006 to communicate with 
shareholders or anyone with an indirect interest in shares by making such communication available on its website. The Company 
has written to all shareholders to invite them to indicate how they wish to receive copies of the Annual Report and Accounts. 
Accordingly, the Company will distribute its printed Annual Report and Accounts only to shareholders who have indicated to the 
Company that they wish to receive it in that form. The Company will periodically canvas new shareholders on the form in which 
they wish to receive their shareholder communications. Booker Group plc 
annual report & accounts 2013
41
Ethical Code
Details of the Group’s Ethical Code can be found on the Group’s website, www.bookergroup.com
Going concern 
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in 
operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the 
Group and Company financial statements. Further information in relation to the Directors’ assessment of going concern is 
contained in note 1 to the financial statements.
Political and charitable contributions 
The Group made no political contributions or donations during the period, nor did it incur any other political expenditure, either 
in the UK or overseas. During the year to 29 March 2013, employees and Directors raised £47,043 for local charities across 
the country and the Group donated £4,436 to Grocery Aid, formerly Caravan and Sweet Charity. In addition donations totalling 
£59,188 were made to charities by employees through the ‘Give as you Earn’ scheme. 
Disclosure of information to auditor
Each of the Directors who held office at the date of approval of this Directors’ Report confirms that, so far as he or she is aware, 
there is no relevant audit information of which the Company’s auditor is unaware and that he or she has taken all the steps that he 
or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that 
the Company’s auditor is aware of that information. 
Auditor
The Committee has recommended to the Board and to shareholders that KPMG should be re-appointed as the Company’s 
auditor at the AGM on 10 July 2013 and KPMG has signified its willingness to continue in office.
This report was approved by the Board of Directors on 22 May 2013
 
Mark Chilton
Company Secretary 42
Booker Group plc 
annual report & accounts 2013
For the 52 weeks ended 29 March 2013
For the 52 weeks ended 29 March 2013
Consolidated i n Co Me s tate Ment
Consolidated s tate Ment  
o F Co Mprehensive i n Co Me
Note
52 weeks ended 
29 March 2013
53 weeks ended
30 March 2012
Before 
exceptional 
items
£m
Exceptional 
items 
(Note 4)
£m
Total
£m
Total
£m
Revenue 3 3,992.2 – 3,992.2 3,932.8
Cost of sales (3,832.8) – (3,832.8) (3,784.1)
Gross profit 159.4 – 159.4 148.7
administrative expenses (60.3) (3.0) (63.3) (59.1)
Operating profit 99.1 (3.0) 96.1 89.6
Finance income 6 7.5 – 7.5 6.3
Finance expenses 6 (2.2) – (2.2) (5.1)
Net financing income 6 5.3 – 5.3 1.2
Profit before tax 4 104.4 (3.0) 101.4 90.8
tax 7 (18.3) – (18.3) (15.9)
Profit for the period attributable to the owners of the Group 86.1 (3.0) 83.1 74.9
Earnings per share (Pence)
Basic 8 4.93p 4.83p
Diluted 8 4.84p 4.74p
all of the Group’s operations during the period shown above represent continuing operations.
Note
52 weeks ended
29 March 2013
£m
53 weeks ended
30 March 2012
£m
profit for the period 83.1 74.9
actuarial loss arising in the pension scheme 20 (6.1) (25.7)
t ax relating to actuarial losses 7,13 1.4 6.2
Other comprehensive expense (4.7) (19.5)
Total comprehensive income for the period attributable to the owners of the Group 78.4 55.4 Booker Group plc 
annual report & accounts 2013
43
as at 29 March 2013
Consolidated Balan Ce sheet
Note
29 March 2013
£m
30 March 2012
£m
ASSETS
Non-current assets
property, plant and equipment 9 71.9 71.9
intangible assets 10 436.9 437.1
investment in joint venture 11 0.6 0.5
o ther investments 12 144.9 –
deferred tax asset 13 13.5 13.3
667.8 522.8
Current assets
inventories 14 267.1 268.5
t rade and other receivables 15 96.6 81.7
Cash and cash equivalents 77.2 63.5
440.9 413.7
Total assets 1,108.7 936.5
LIABILITIES
Current liabilities
interest bearing loans and borrowings 17 – (0.1)
t rade and other payables 16 (486.5) (471.8)
Current tax (21.2) (15.2)
(507.7) (487.1)
Non-current liabilities
o ther payables 16 (28.0) (28.2)
r etirement benefit liabilities 20 (6.8) (19.0)
provisions 21 (28.1) (32.8)
(62.9) (80.0)
Total liabilities (570.6) (567.1)
Net assets 538.1 369.4
EQUITY
share capital 22 17.3 15.7
share premium 34.9 49.1
Merger reserve 260.8 260.8
o ther reserve 136.8 –
share option reserve 6.6 3.8
retained earnings 81.7 40.0
Total equity attributable to equity holders 538.1 369.4
t hese financial statements were approved by the Board of directors on 22 May 2013 and were signed on its behalf by:
Charles Wilson  Jonathan Prentis
Director  Director 44
Booker Group plc 
annual report & accounts 2013
Consolidated Cash Flow s tate Ment 
For the 52 weeks ended 29 March 2013
Note
52 weeks ended
29 March 2013
£m
53 weeks ended
30 March 2012
£m
Cash flows from operating activities
profit before tax 101.4 90.8
depreciation 9 14.1 12.6
amortisation 10 0.2 0.2
n et finance income (5.3) (1.2)
equity settled share based payments 3.1 2.4
decrease/(increase) in inventories 1.4 (48.1)
(increase)/decrease in debtors (14.9) 5.4
increase in creditors 8.9 47.8
increase in amount due to investment 5.6 –
Contributions to pension scheme 20 (10.8) (8.4)
decrease in provisions 21 (6.4) (3.7)
Net cash flow from operating activities 97.3 97.8
interest paid (0.5) (2.2)
tax paid (11.1) (11.2)
Cash generated from operating activities 85.7 84.4
Cash flows from investing activities
acquisition of property, plant and equipment (14.1) (24.1)
acquisition of investment 12 (20.7) –
investment in joint venture (0.1) (0.5)
s ale of property, plant and equipment – 0.1
Net cash outflow from investing activities (34.9) (24.5)
Cash flows from financing activities
payment of finance lease liabilities (0.1) (0.3)
r epayment of borrowings – (20.0)
proceeds from issue of ordinary shares – 4.2
dividends 24 (37.0) (26.5)
Net cash outflow from financing activities (37.1) (42.6)
Net increase in cash and cash equivalents 13.7 17.3
Cash and cash equivalents at the start of the period 63.5 46.2
Cash and cash equivalents at the end of the period 77.2 63.5
 
Reconciliation of net cash flow to movement in net cash in the period
£m £m
Net increase in cash and cash equivalents 13.7 17.3
Cash outflow from decrease in debt and lease financing 0.1 20.3
o ther non-cash items – (1.3)
o pening net cash 63.4 27.1
n et cash at the end of the period 19 77.2 63.4 Booker Group plc 
annual report & accounts 2013
45
Consolidated s tate Ment  
o F Chan Ges in e quity
52 weeks ended 29 March 2013
53 weeks ended 30 March 2012
Note
Share 
capital
£m
Share 
premium
£m
Merger 
reserve
£m
Other 
reserve
£m
Share 
option 
reserve
£m
Retained 
earnings
£m
Total
£m
at 30 March 2012 15.7 49.1 260.8 – 3.8 40.0 369.4
profit for the period – – – – – 83.1 83.1
defined benefit plan actuarial losses 20 – – – – – (6.1) (6.1)
t ax relating to components of  
other comprehensive income 7,13 – – – – – 1.4 1.4
t otal comprehensive income for the period – – – – – 78.4 78.4
share options exercised – – – – (0.3) 0.3 –
shares issued for acquisition 1.6 – – 122.6 – – 124.2
r eclassification between reserves – (14.2) – 14.2 – – –
dividends to shareholders 24 – – – – – (37.0) (37.0)
s hare based payments 25 – – – – 3.1 – 3.1
at 29 March 2013 17.3 34.9 260.8 136.8 6.6 81.7 538.1
Note
Share 
capital
£m
Share 
premium
£m
Merger 
reserve
£m
Other 
reserve
£m
Share 
option 
reserve
£m
Retained 
earnings
£m
Total
£m
at 25 March 2011 15.3 45.3 260.8 – 4.1 8.4 333.9
profit for the period – – – – – 74.9 74.9
defined benefit plan actuarial losses 20 – – – – – (25.7) (25.7)
t ax relating to components of  
other comprehensive income 7,13 – – – – – 6.2 6.2
t otal comprehensive income for the period – – – – – 55.4 55.4
share options exercised 0.4 3.8 – – (2.7) 2.7 4.2
dividends to shareholders 24 – – – – – (26.5) (26.5)
s hare based payments 25 – – – – 2.4 – 2.4
at 30 March 2012 15.7 49.1 260.8 – 3.8 40.0 369.4 46
Booker Group plc 
annual report & accounts 2013
 
notes to the Group Finan Cial s tate Ments
1. General information
Overview
Booker Group plc is a public limited company incorporated in the united Kingdom (r egistration number 05145685). t he 
Company is domiciled in the united Kingdom and its registered address is e quity house, i rthlingborough r oad, w ellingborough, 
northamptonshire, nn 8 1lt . t he nature of the Group’s operations and its principal activities are set out in the Chief executive’s 
r eview and directors’ r eport.
Basis of accounting
in accordance with eu law ( ias r egulation eC 1606/2002), the group financial statements have been prepared in accordance with 
international Financial r eporting s tandards (‘iFrs ’) adopted for use in the eu as at 29 March 2013 (‘adopted i Frs ’), international 
Financial r eporting interpretations Committee (‘iFri C’) interpretations and those parts of the Companies act 2006 applicable 
to companies reporting under iFrs . t he company has elected to prepare its parent company accounts in accordance with u K 
Generally accepted accounting principles (‘u K Gaap ’); these are presented on pages 71 to 74.
t he group financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’). t he 
parent company financial statements present information about the Company as a separate entity and not about its Group.
t he financial statements are presented in s terling and rounded to the nearest hundred thousand. 
t he financial statements for the current period have been prepared for a 52 week period (prior period is for a 53 week period) to 
reflect internal management reporting.
Accounting standards adopted in the period
t he Group has adopted the following amendents and interpretations which do not have a material effect on the financial statements: 
• a mendments to iFrs 7 ‘Financial instruments: d isclosures’
• a mendments to ias 12 ‘ deferred t ax: r ecoverability of u nderlying assets’
New IFRS and amendments to IAS and interpretations
t here are a number of standards and interpretations issued by the international accounting s tandards Board that are effective for 
financial statements after this reporting period and all have been endorsed by the european u nion. t he following have not been 
adopted early by the Group:
Effective for accounting 
periods starting on or after
amendments to ias 1 ‘ presentation of items of o ther Comprehensive income (2010)’ 1 July 2012
amendments to ias 19 ‘ defined Benefit plans (2011)’ 1 January 2013
amendments to ias 27 ‘Consolidated and s eparate Financial s tatements (2011)’ 1 January 2014
amendments to ias 28 ‘ investments in associates and Joint ventures (2011)’ 1 January 2014
amendments to iFrs 7 ‘disclosures – o ffsetting Financial assets and Financial l iabilities’ 1 January 2014
iFrs 10 ‘Consolidated Financial s tatements’ 1 January 2014
iFrs 11 ‘Joint a rrangements’ 1 January 2014
iFrs 12 ‘ disclosure of interests in o ther entities’ 1 January 2014
iFrs 13 ‘Fair v alue Measurement’ 1 January 2013
amendments to ias 32 ‘o ffsetting Financial assets and Financial l iabilities’ 1 January 2014
t he application of these standards and interpretations is not anticipated to have a material effect on the Group’s financial 
statements apart from amendments to ias 19 ‘ defined Benefit plans’. a key amendment relates to the calculation of the finance 
charge. t he revision eliminates the ‘expected return on assets’ from the measurement of a pension’s expense and directs entities 
to instead charge a cost of finance against its net unfunded liability or surplus position. t his is performed by determining a 
discount rate by reference to market yields from high quality corporate bonds. For the current year, there is a net pension finance 
credit of £7.5m and under the revised standard this would have been an interest charge of £0.6m and an administrative expense 
of £1.2m. Booker Group plc 
annual report & accounts 2013
47
Basis of consolidation
s ubsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities. in assessing control, potential voting rights 
that are currently exercisable or convertible are taken into account. t he financial statements of subsidiaries are included in the 
consolidated financial statements from the date that control commences until the date that control ceases.
during the period, the Group acquired the entire share capital of Makro h olding l imited (‘Makro’) which has two subsidiaries: 
Makro properties l imited and Makro s elf s ervice w holesalers l imited. t he transaction was subject to Competition Commission 
approval and, whilst this process was in progress, the Group was required to hold Makro separate from the rest of Booker in 
accordance with undertakings given to the competition authorities in the normal way. as a result, the Group had neither control 
nor significant influence over Makro at the balance sheet date, and therefore it has not met the requirements for consolidation as 
set out in iFrs 3 (revised) ‘Business Combinations’ and ias 27 ‘Consolidated and s eparate Financial s tatements’. s ee note 12 for 
more details.
Going concern
t he risks noted in the d irectors’ r eport are those known to the d irectors at the date of this r eport which the d irectors consider to 
be material to the Group, but these do not necessarily comprise all risks to which the Group is exposed. in particular, the Group’s 
performance could be adversely affected by poor economic conditions. additional risks and uncertainties currently unknown to 
the directors, or which the directors currently believe are immaterial, may also have a material adverse effect on the business, 
financial condition or prospects of the Group.
in July 2011, the Group negotiated a new unsecured bank facility of £120m for a period of 5 years. t he Group’s forecasts and 
projections, taking account of possible changes in trading performance and considering the risks identified, show that the Group 
should be able to operate within the level of its bank facility.
after making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in 
operational existence for the foreseeable future. accordingly, they continue to adopt the going concern basis in preparing the 
Group and Company financial statements. 
Use of assumptions and estimates
the preparation of accounts in accordance with generally accepted accounting principles requires the directors to make 
judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income 
and expenses. t he estimates and associated assumptions are based on historical experience and various other factors that are 
believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying 
values of assets and liabilities that are not readily apparent from other sources. actual results may differ from these estimates.
t hese estimates and underlying assumptions are reviewed on an ongoing basis. r evisions to accounting estimates are recognised 
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future 
periods if the revision affects both current and future periods. 
s ome of these policies require a high level of judgement and the directors believe that the most critical accounting policies and 
significant areas of judgement and estimation arise from the accounting for:
• ias 19 ‘employee benefits’. defined benefit schemes are accounted for in accordance with the advice of an independent 
qualified actuary but significant judgements are required in relation to the assumptions for future salary and pension increases, 
inflation, investment returns and mortality that underpin their valuations.
• ias 37 ‘provisions, contingent liabilities and contingent assets’. t he Group is party to a number of leases on properties that are 
no longer required for trading. w hilst every effort is made to profitably sub-let these properties, it is not always possible to do 
so. w here a lease is onerous to the Group, a provision is established for the difference between amounts contractually payable 
to the landlord and amounts contractually receivable from the tenant (if any) for the period up until the point it is judged that the 
lease will no longer be onerous. in addition, provisions exist for the expected future dilapidation cost on leasehold properties 
and the expected future costs of removing asbestos from leasehold properties. t he directors believe that their estimates, 
which are based upon the advice of an in-house property department who monitor the u K property market, are appropriate. 
• ias 36 ‘impairment of assets’. in testing for impairment of goodwill, the directors have made certain assumptions concerning 
the future development of the business that are consistent with its annual budget and forecast into perpetuity. s hould these 
assumptions regarding the discount rate or growth in the profitability be unfounded then it is possible that goodwill included 
in the balance sheet could be impaired. at 29 March 2013, the directors do not consider that any reasonably likely changes in 
key assumptions would cause the carrying value of the goodwill to become impaired.
• ias 12 ‘income t axes’. in applying the Group’s accounting policy in relation to deferred tax, as set out below, the d irectors are 
required to make assumptions regarding the Group’s ability to utilise historical tax assets following an assessment of the likely 
quantum and timing of future taxable profits. a deferred tax asset is recognised to the extent that the d irectors are confident 
that the Group’s future profits will utilise historical tax assets. 48
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
2. Accounting policies
t he accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these 
Group financial statements. 
Intangible assets
a) Business combinations and goodwill
s ubject to the transitional relief in iFrs 1, all business combinations are accounted for by applying the purchase method. Goodwill 
represents amounts arising on acquisition of subsidiaries. in respect of business acquisitions that have occurred since 1 april 
2006, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and 
liabilities acquired. identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of 
whether those rights are separable.
Goodwill is capitalised and is subject to an impairment review, both annually and when there are indications that its carrying value 
may not be recoverable. 
o n 4 June 2007 the Company, then named Blueheath h oldings plc, became the legal parent company of Giant t opco l imited in 
a share-for-share transaction. due to the relative values of the companies, the former Giant t opco l imited shareholders became 
the majority shareholders with 90.36% of the enlarged share capital. as part of the business combination Blueheath holdings 
plc changed its name to Booker Group plc and changed its accounting reference date to 31 March. Following the transaction the 
Company’s continuing operations and executive management were predominantly those of Giant t opco l imited.
iFrs 3 ‘Business Combinations’ defines the acquirer in a business combination as the entity that obtains control. accordingly, the 
combination was accounted as a reverse acquisition i.e. as if Giant t opco l imited had acquired Blueheath holdings plc in return 
for consideration equal to the fair value of the shares issued.
acquisition costs for acquisitions after 27 March 2010 are expensed to the income statement when incurred.
b) Other intangibles
Customer relationships and know-how are capitalised and amortised over 5 years.
Cost of sales
Cost of sales represents all costs incurred up to the point of sale including the operating expenses of the trading outlets.
Employee benefits
Defined contribution plans
obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement  
as incurred.
Defined benefit plans
t he Group’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit 
that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine 
its present value, and the fair value of any plan assets (at bid price) is deducted. t he liability discount rate is the yield at the 
balance sheet date on aa credit rated bonds that have maturity dates approximating to the terms of the Group’s obligations. t he 
calculation is performed by a qualified actuary using the projected unit credit method.
all actuarial gains and losses as at 1 a pril 2006, the date of transition to adopted iFrs s, were recognised. in respect of actuarial 
gains and losses that arise subsequent to 1 april 2006 the Group recognises them in the period they occur directly in other 
comprehensive income.
w here the calculation results in a benefit to the Group, the asset recognised is limited to the present value of any future refunds 
from the plan or reductions in future contributions to the plan.
t he expected return on pension scheme assets (recorded net of the costs to administer the scheme) and the interest on pension 
scheme liabilities are shown in net finance costs within the income statement.
Short-term benefits
short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is 
provided. a provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the 
Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and 
the obligation can be estimated reliably. Booker Group plc 
annual report & accounts 2013
49
Financial instruments
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions: 
(a)  they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets 
or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and 
(b)  where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes 
no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by 
the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
t o the extent that this definition is not met, the proceeds of issue are classified as a financial liability. w here the instrument so 
classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up 
share capital and share premium account exclude amounts in relation to those shares. 
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated 
with financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.
Non-derivative financial instruments
non-derivative financial instruments comprise trade and other receivables, available for sale financial assets, cash and cash 
equivalents, loans and borrowings, and trade and other payables.
Trade and other receivables
t rade and other receivables are recognised initially at fair value. s ubsequent to initial recognition they are measured at amortised 
cost using the effective interest method, less any impairment losses.
Trade and other payables
t rade and other payables are recognised initially at fair value. s ubsequent to initial recognition they are measured at amortised 
cost using the effective interest method.
Cash and cash equivalents 
Cash and cash equivalents comprise cash balances and deposits repayable on demand. Bank overdrafts that are repayable on 
demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents 
for the purpose only of the statement of cash flows.
Interest-bearing borrowings
interest bearing borrowings are recognised in the balance sheet at amortised cost. Costs associated with extending the bank 
facility have been recognised in the income statement. all other borrowing costs are recognised in the income statement in the 
period in which they are incurred.
Foreign currency
t ransactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets 
and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at 
that date. Foreign exchange differences arising on translation are recognised in the income statement. n on-monetary assets and 
liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of 
the transaction.
Guarantees
t hird party property guarantees are initially recognised as a financial liability under ias 37 ’ provisions, Contingent l iabilities and 
Contingent a ssets”. t hese are measured and recognised at fair value. t hese property guarantees are included within ‘provisions’ 
on the balance sheet.
Impairment 
t he carrying values of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet 
date to determine whether there is any indication of impairment. if any such indication exists, the asset’s recoverable amount is 
estimated and compared to the carrying amount.
an impairment loss is recognised to the extent that the carrying value of an asset exceeds its recoverable amount and is 
recognised in the income statement.
Inventories
inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average principle and includes 
certain warehousing and distribution costs incurred in bringing the inventory to their existing location less supplier volume rebates. 
n et realisable value is the estimated selling price less the estimated costs of disposal. 50
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
2. Accounting policies continued
Investment in joint ventures
t he Group conducts its joint venture arrangements through jointly controlled entities and accounts for them using the equity 
method of accounting. t he Group records its share of the joint controlled entities’ post tax profit or loss within the income 
statement and its share of the net assets within investments. where the Group transacts with its jointly controlled entities, 
unrealised profits and losses are eliminated to the extent of the Group’s interest in the joint venture.
Other investments 
a s stated in the basis of consolidation, the investment in Makro is shown in other investments and represents an available-for-sale 
financial asset and is held at fair value.
Leases
Operating lease payments
payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the 
lease. w here a lease has a minimum fixed increase, the total minimum lease payments are spread over the lease term. t he total 
amount payable over the life of the lease remains unchanged but the timing of the income statement charge changes. t he excess 
of the rent charged over the cash payment in any period will be held on the balance sheet within ‘accruals and deferred income’.
l ease incentives received are recognised in the income statement as an integral part of the total lease expense. 
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. t he finance 
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining 
balance of the liability.
Net financing costs
interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. 
Operating segments
iFrs 8 ‘ o perating s egments’ requires that segments should be reported on the same basis as the internal reporting information 
that is provided to the chief operating decision maker. t he chief operating decision maker has been identified as the Ceo . internal 
reports reviewed regularly by the Ceo focus on the operations of the Group as a whole and report the results and financial 
position on an iFrs basis. w hilst turnover is reported internally by customer and product types, it is not possible to analyse 
profitability and balance sheets in this way. products flow through the same distribution channels and there are a large amount 
of expenses and assets / (liabilities) that are not specific. none of these possible segments have a unique management structure 
responsible for getting the product from the supplier to the customer. t he Group has no significant reliance on any individual 
customers. at present the operation in india is insignificant and the d irectors therefore present the financial statements as a single 
reportable segment. o ther than the operation in india, all of the Group’s revenue originates from the u K.
Property, plant and equipment
property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. where parts of an 
item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant 
and equipment. l abour and associated costs that have been incurred specifically on the ‘extra’ business centre conversions 
have been capitalised in leasehold improvements and are being depreciated over the lesser of 10 years or the number of years 
remaining on the lease.
l eases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as 
finance leases. w here land and buildings are held under leases the accounting treatment of the land is considered separately 
from that of the buildings. l eased assets acquired by way of finance lease are stated at an amount equal to the lower of their 
fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and 
impairment losses. 
depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of 
property, plant and equipment. Freehold land is not depreciated. t he estimated useful lives are as follows:
• l easehold improvements  lesser of the unexpired term of the lease and 50 years
• p lant and equipment  3 – 10 years
• Motor vehicles   4 years Booker Group plc 
annual report & accounts 2013
51
Provisions
a provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a 
past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. if the effect is material, 
provisions are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax rate that reflects the time 
value of money and the risks specific to the liability.
Revenue 
r evenue is recognised when goods are received by the customer and the risks and rewards of ownership have passed to them. 
r evenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods net 
of discounts, volume rebates and value added tax. discounts are accounted for in the period they are earned. provision is made 
for expected customer returns.
Share based payments
t he Group has issued equity settled share based payments to certain employees in exchange for services rendered by them. t he 
fair value is measured using an option valuation model at the date of grant and is recognised as an employee expense over the 
period in which the employees become unconditionally entitled to the options, with a corresponding increase in equity, shown in 
a separate share option reserve. t his valuation is based on estimates of the number of options that will eventually vest, taking into 
account service conditions and market performance.
t he dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Supplier rebates
supplier allowances and credits are recorded as a reduction of cost of sales as they are earned according to the underlying 
agreement. allowances consist primarily of promotional allowances, quantity discounts and payments under merchandising 
agreements. a mounts received under promotional or other merchandising allowance agreements that require specific performance 
are recognised when the performance is satisfied, the amount is fixed and determinable and the collection is reasonably assured. 
Taxation
t ax expense included in the income s tatement comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at 
the balance sheet date, and any adjustment to tax payable in respect of previous periods.
t ax is recognised in the income statement except to the extent it relates to items recognised directly in equity, in which case it is 
recognised in equity.
deferred tax is provided using the Balance sheet liability method, providing for temporary differences between the carrying 
amounts of assets (excluding goodwill) and liabilities for financial reporting purposes and the amounts used for taxation purposes. 
deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is 
realised. deferred tax is charged or credited in the income statement, except when it relates to items charged or credited 
directly to equity, in which case deferred tax is also dealt with in equity. deferred tax assets are only recognised to the extent 
that, following an assessment of the quantum and timing of future taxable profits, it is probable that future taxable profits will be 
available against which deductible temporary differences can be utilised.
t he carrying amount of deferred tax assets is reviewed at each balance sheet date and the amount which is recognised is 
increased or reduced to the extent that it is then probable or no longer probable that sufficient taxable profits will be available to 
allow all or part of the asset to be recovered. deferred tax assets and liabilities are offset against each other when they relate to 
income taxes levied by the same tax jurisdiction and when the Group intends to settle its current tax assets and liabilities on a 
net basis. 52
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
3. Revenue
2013 
£m
2012 
£m
non tobacco 2,505.1 2,438.5
t obacco 1,487.1 1,494.3
3,992.2 3,932.8
t he Group has no significant reliance on any individual customers. at present the operation in india is insignificant and the 
directors therefore present the financial statements as a single reportable segment. o ther than the operation in india, all of the 
Group’s revenue originates from the u K. t he functional currency of the indian operation is r upees.
4. Profit before tax
2013 
£m
2012 
£m
t his is stated after charging:
depreciation of property, plant and equipment (note 9) 14.1 12.6
amortisation of intangibles (note 10) 0.2 0.2
o perating lease rentals – land and buildings 46.9 46.8
o perating lease rentals – plant and machinery 13.0 11.4
during the period the Group incurred the following costs for services provided by the Company’s auditors:
audit of these financial statements 0.1 0.1
audit of financial statements of associates of the Company 0.2 0.2
services in relation to corporate finance transactions 0.7 –
t axation advisory services 0.1 0.2
1.1 0.5
during the period, the Group incurred £3.0m of fees in relation to the acquisition of Makro h olding l imited, and these have been 
classified as an exceptional charge. t hese costs do not give rise to a tax credit.
5. Staff numbers and costs
t he average number of persons employed by the Group during the period, was as follows:
2013 
Number
2012
 Number
Business centre, distribution and selling 9,039 8,785
administration 619 590
9,658 9,375
t he increase in the average number of persons employed by the Group was due to the additional operational staff employed to 
support the increase in trading activity.
t he aggregate payroll costs of these persons were as follows: £m £m
w ages and salaries 171.2 164.8
s ocial security costs 16.8 16.1
equity settled share based payments 3.1 2.4
o ther pension costs 3.5 3.5
194.6 186.8
details of directors’ remuneration are provided in the r emuneration r eport. Booker Group plc 
annual report & accounts 2013
53
6. Finance income and expense
2013 
£m
2012 
£m
expected return on pension scheme assets 34.3 36.1
interest on pension scheme liabilities (26.8) (29.8)
n et income attributable to pension scheme 7.5 6.3
Finance income 7.5 6.3
interest on bank loans and overdrafts (0.5) (0.8)
u nwinding of discount on provisions (1.7) (1.9)
amortisation of financing costs – (2.4)
Finance expense (2.2) (5.1)
n et financing income 5.3 1.2
7. Tax
i) Analysis of charge in the period
2013 
£m
2012 
£m
Arising in respect of current period
Current tax 18.1 13.8
deferred tax 4.4 6.5
22.5 20.3
Arising in respect of prior periods
o ver statement in respect of prior period current tax (1.0) (4.5)
(u nder)/over statement in respect of prior period deferred tax (3.2) 0.1
(4.2) (4.4)
t otal tax charge 18.3 15.9
u K corporation tax is calculated at 24% (2012: 26%) of the estimated assessable profit for the period. t axation in other jurisdictions 
is calculated at the rates prevailing in respective jurisdictions.
ii) Reconciliation of effective tax rate
t he differences between the total tax charge shown above and the amount calculated by applying the standard rate of uK 
corporation tax to the profit before tax is as follows:
2013 
£m
2012 
£m
profit before exceptional items and tax 104.4 90.8
t ax using the current u K corporation tax rate of 24% (2012: 26%) 25.1 23.6
non deductible expenses 2.2 2.1
deferred tax asset on previously unrecognised tax losses (3.2) –
post acquisition group loss relief from Makro surrendered for nil consideration (4.0) –
t ax relief arising on employee share option exercises (0.3) (4.7)
recognition of previously unrecognised temporary differences (0.8) (1.4)
impact of change in future tax rates 0.3 0.7
adjustments in respect of prior periods (1.0) (4.4)
t otal tax charge 18.3 15.9
effective tax rate 17.5% 17.5%
t ax losses can be claimed from Makro from the time when the shares were legally acquired. as Makro is not consolidated, and it 
is group policy not to pay for group relief, the benefit of these current year trading losses (tax value of £4.0m) has been accounted 
for as a permanent difference in the Group’s current year tax charge. 54
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
7. Tax continued
iii) Tax relating to components of other comprehensive income
2013 
£m
2012 
£m
deferred tax credit on:
r etirement benefit obligations 1.4 6.2
iv) Factors that may affect future current and total tax charge
a reduction in the u K corporation tax rate from 26% to 24% (effective from 1 april 2012) was substantively enacted and a further 
reduction to 23% (effective from 1 april 2013) was also substantively enacted. t his will reduce the company’s future current tax 
charge accordingly. t he deferred tax asset at 29 March 2013 has been calculated based on the rate of 23% substantively enacted 
at the balance sheet date. 
t he March 2013 Budget announced that the rate will further reduce to 20% by 2015 in addition to the planned reduction to 21% by 
2014 previously announced in the december 2012 autumn s tatement. it has not yet been possible to quantify the full anticipated 
effect of the announced further 3% rate reduction, although this will further reduce the company’s future current tax charge and 
reduce the company’s deferred tax asset accordingly.
8. Earnings per share
Basic earnings per share are calculated by dividing the profit after tax by the weighted average number of ordinary shares 
outstanding during the period.
diluted earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding 
share options and dilutive shares issuable under the Group’s share plans.
2013 2012
Earnings 
£m
 Weighted 
average  
shares
 Number m
Earnings  
per share 
Pence
Earnings 
£m
 Weighted 
average 
shares
 Number m
Earnings  
per share 
Pence
Basic eps 83.1 1,684.3 4.93 74.9 1,551.4 4.83
share options – 32.8 (0.09) – 30.3 (0.09)
diluted eps 83.1 1,717.1 4.84 74.9 1,581.7 4.74
t he number of shares included in the diluted eps in relation to the saye and the share option schemes has been calculated in 
accordance with ias 33 ‘ earnings per s hare’. Booker Group plc 
annual report & accounts 2013
55
9. Property, plant & equipment
Freehold
£m
Long 
Leasehold 
£m
Short 
Leasehold 
£m
Plant & 
Equipment 
£m
Motor 
Vehicles 
£m
Total 
£m
Cost
at 25 March 2011 0.3 20.6 35.7 232.4 7.1 296.1
additions – 6.8 0.5 16.7 0.1 24.1
disposals – – (0.2) (2.2) (0.7) (3.1)
at 30 March 2012 0.3 27.4 36.0 246.9 6.5 317.1
additions – 2.5 0.1 11.4 0.1 14.1
disposals – – – (0.6) (0.2) (0.8)
At 29 March 2013 0.3 29.9 36.1 257.7 6.4 330.4
Depreciation
at 25 March 2011 – 3.8 25.2 200.5 6.1 235.6
provided during the period – 2.2 1.3 8.7 0.4 12.6
disposals – – (0.2) (2.2) (0.6) (3.0)
at 30 March 2012 – 6.0 26.3 207.0 5.9 245.2
provided during the period – 3.0 1.2 9.6 0.3 14.1
disposals – – – (0.6) (0.2) (0.8)
At 29 March 2013 – 9.0 27.5 216.0 6.0 258.5
Net book value
At 29 March 2013 0.3 20.9 8.6 41.7 0.4 71.9
at 30 March 2012 0.3 21.4 9.7 39.9 0.6 71.9
at 25 March 2011 0.3 16.8 10.5 31.9 1.0 60.5
t he cost of freehold properties includes land of £0.3m (2012: £0.3m) on which depreciation is not provided.
t he net book value of plant and equipment includes £nil (2012: £0.1m) and motor vehicles £nil (2012: £0.1m) in respect of assets 
held under finance leases.  56
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
10. Intangible assets 
Goodwill 
£m
Customer  
relationships 
£m
Know-how 
£m
Total 
£m
Cost 
at 25 March 2011 436.4 0.5 0.5 437.4
additions – – – –
at 30 March 2012 436.4 0.5 0.5 437.4
additions – – – –
At 29 March 2013 436.4 0.5 0.5 437.4
Amortisation
at 25 March 2011 – 0.1 – 0.1
Charge for the period – 0.1 0.1 0.2
at 30 March 2012 – 0.2 0.1 0.3
Charge for the period – 0.1 0.1 0.2
At 29 March 2013 – 0.3 0.2 0.5
Net book value
At 29 March 2013 436.4 0.2 0.3 436.9
at 30 March 2012 436.4 0.3 0.4 437.1
at 25 March 2011 436.4 0.4 0.5 437.3
Goodwill arose in the Group following:
• the acquisition of the Big Food Group l imited by Giant t opco l imited in 2005
• the reverse acquisition of Blueheath holdings plc in 2007
• the acquisition of r itter-Courivaud l imited in 2010
• the acquisition of the trade and assets of Classic drinks in 2010
under ias 36 ‘ impairment of assets’, the Group is required to test its fixed assets for impairment at least annually, or more 
frequently if indicators of impairment exist. impairment reviews compare the carrying value of the goodwill contained in each cash 
generating unit (‘CGu ’) with its recoverable amount.
t he recoverable amount of each CGu is considered to be its value in use, calculated by reference to the pre tax cash flow 
projections of each CGu based on the Group’s approved budget for 2014 and plan for 2015. Cash flows beyond this period are 
extrapolated into perpetuity using an estimated growth rate of 2% (2012: 2%), being the d irectors’ estimated view of the long term 
compound growth in the economy. t his is considered appropriate because the CGu is considered to be a long term business. 
t he discount rate used reflects the market assumptions for the risk free rate and equity risk premium and also takes into account 
the cost of debt.
t he main assumptions on which the forecast cash flows were based include the level of sales, gross margin and expenses within 
the business and have been set by the directors based on their past experience of the business and its industry together with 
their expectations of the market. t he level of sales depends upon the size of the markets in which the Group operates together 
with the directors’ estimations of its market share and competitive pressures. Gross margin is dependent upon the net costs to 
the business of purchasing products together with the level of supplier rebates and income to support sales activities. expenses 
are based on the current cost base of the Group adjusted for variable costs and known plans for the business. 
t he directors believe that two CGu s now exist within the Group:
a) Ritter (goodwill of £12.5m, intangible assets of £0.2m)
a pre tax discount rate of 10.5% (2012: 10.7%) has been applied to the projected cash flows. 
a sensitivity analysis has been performed in order to review the impact of changes in key assumptions. w ith all other assumptions 
held constant, neither a 10% increase in the pre tax discount rate, nor a decline in growth of 10%, would require an impairment 
to be made. Booker Group plc 
annual report & accounts 2013
57
b) Remaining business excluding Ritter (goodwill of £423.9m, intangible assets of £0.3m)
a pre tax discount rate of 10.8% (2012: 10.8%) has been applied to the projected cash flows. 
a sensitivity analysis has been performed in order to review the impact of changes in key assumptions. w ith all other assumptions 
held constant, neither a 10% increase in the pre tax discount rate, nor a decline in growth of 10%, would require an impairment 
to be made.
t he directors believe that the assumptions on which the carrying value of fixed assets is supported are reasonable and that no 
impairment to fixed assets is required.
11. Investment in joint venture 
2013 
£m
2012 
£m
at start of period 0.5 –
addition 0.4 0.7
s hare of loss for the period (0.3) (0.2)
at end of period 0.6 0.5
during the period the Group invested £0.4m in its 50% joint venture called Booker s atnam w holesale private l imited. t he share 
of loss for the period has been included within administrative expenses.
12. Other investments
2013 
£m
2012 
£m
at start of period – –
shares issued 124.2 –
initial cash consideration 15.8 –
Cash consideration for an above target cash and working capital 4.9 –
at end of period 144.9 –
o n 4 July 2012, the Group acquired Makro h olding l imited from Metro aG in exchange for 156,621,525 new ordinary shares and 
a cash consideration of £15.8m. Makro h olding l imited has two subsidiaries; Makro properties l imited and Makro s elf s ervice 
w holesalers l imited.
t he transaction was subject to Competition Commission approval and, whilst this process was in progress, the Group was 
required to hold Makro separate from the rest of Booker in accordance with undertakings given to the competition authorities 
in the normal way. as a result, the Group has neither control nor significant influence over Makro at the balance sheet date, 
and therefore it has not met the requirements for consolidation as set out in iFrs 3 (revised) ‘Business Combinations’ and 
ias 27 ‘Consolidated and separate Financial statements’. in accordance with ias 39 ‘Financial instruments: r ecognition and 
Measurement’, the investment will initially be held as an available for sale financial asset. Cash subsequently advanced from 
Makro is held within creditors. 
Full clearance to the transaction was received by the Competition Commission on 19 april 2013 and Makro will be consolidated 
from this date, being the date that control passes to the Group.
t he shares issued as consideration were valued at their fair value of £124.2m, at the date of completion. Fair value was determined 
by reference to the share price of Booker Group plc at the date of completion, taking into account a discount to reflect the 
restrictions preventing the shares from being sold for one year after the date of completion. in addition a further £4.9m was 
paid to reflect an above target cash and working capital position as at 30 June 2012. t he investment is measured at fair value in 
accordance with ias 39 as it is an available-for-sale financial asset. t he fair value is considered to be unchanged since the date 
of completion and therefore there is no valuation gain or loss recognised in other comprehensive income.
t he fair value of the financial asset subsequent to the date of completion is measured by reference to the performance of Makro 
compared to expectations and the underlying market value of the assets in the business, predominantly property. 58
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
13. Deferred tax assets and liabilities
Recognised deferred tax assets
t he following are the major deferred tax assets recognised by the Group:
Decelerated tax 
depreciation
£m
Short term 
timing 
differences
£m
Retirement 
benefit 
obligations 
IAS 19
£m
Property 
leases 
IAS17
£m
Trading 
losses
£m
Share 
based 
payments 
IFRS 2
£m
Total
£m
at 25 March 2011 6.2 0.6 2.2 3.6 – 1.1 13.7
Charge to the income statement (2.5) – (3.8) (0.1) – (0.2) (6.6)
Credit to equity – – 6.2 – – – 6.2
at 30 March 2012 3.7 0.6 4.6 3.5 – 0.9 13.3
Credit/(charge) to the income statement (1.1) – (4.4) – 3.2 1.1 (1.2)
Credit to equity – – 1.4 – – – 1.4
At 29 March 2013 2.6 0.6 1.6 3.5 3.2 2.0 13.5
ias 12 ‘ income t axes’ requires the offsetting of balances within the same tax jurisdiction. all of the deferred tax assets were 
available for offset against deferred tax liabilities.
Unrecognised deferred tax assets
Based on an assessment of the quantum and timing of future taxable profits, deferred tax assets have not been recognised in 
respect of the following:
2013
 £m
2012 
£m
t ax losses 2.1 5.7
s urplus aCt carried forward 30.0 30.0
32.1 35.7
t he amounts of unrecognised deferred tax assets disclosed in the above table represent net amounts. 
t he Group has unutilised tax trading losses of £7.0m, £2.1m cash benefit, (2012: £22.0m, £5.7m cash benefit) and surplus aCt of 
£30m, £30m cash benefit (2012: £30m, £30m cash benefit), which is not recognised on the basis that recovery is not probable. 
t he tax trading losses have various expiry dates the earliest of which in respect of £0.3m of the losses is 31 March 2017. t here 
are no expiry dates attributed to the surplus aCt . t hese unrecognised deferred tax assets have not been recognised following a 
detailed assessment by the Group in accordance with the accounting policy set out in note 2.
t he Group does not have any unremitted overseas earnings.
14. Inventories
2013 
£m
2012
 £m
Goods held for resale 267.1 268.5 Booker Group plc 
annual report & accounts 2013
59
15. Trade and other receivables
2013 
£m
2012 
£m
t rade receivables 62.4 54.4
allowance for doubtful debts (4.3) (4.3)
58.1 50.1
prepayments and accrued income 38.5 31.6
96.6 81.7
t rade receivables of £58.1m (2012: £50.1m) comprise principally of amounts receivable from the sale of goods and are classified 
as loans and receivables in note 18. all amounts are expected to be received within twelve months.
t he movement in the allowance for doubtful debts is as follows:
2013 
£m
2012 
£m
at start of period 4.3 4.7
utilised in the period (0.7) (1.2)
Charged to income statement 0.7 0.8
4.3 4.3
16. Trade and other payables
2013 
£m
2012 
£m
i) Current
t rade payables 428.1 420.4
o ther taxes and social security costs 18.9 15.7
amount due to investment 5.6 –
o ther payables 5.1 4.3
accruals and deferred income 28.8 31.4
486.5 471.8
ii) Non-Current
accruals and deferred income 28.0 28.2
trade payables, other payables and accruals and deferred income of £485.7m (2012: £468.6m) are classified under financial 
liabilities in note 18.
t he non-current accruals and deferred income relate to lease incentives and guaranteed minimum lease payments, which are 
accounted for on a straight line basis in accordance with the Group’s accounting policy. 60
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
17. Interest bearing loans and borrowings
a) Borrowings contractually repayable – due within one year
2013 
£m
2012 
£m
o bligations under finance leases – 0.1
t here is no material difference between the net amounts payable under finance leases disclosed above and the gross amounts 
including interest payments.
b) Borrowing facilities
in July 2011, the Group negotiated an unsecured bank facility of £120m for a period of 5 years. t he revolving credit facility bears 
floating interest rates linked to li Bor plus a margin of 1.25%. i n the event of default of covenants on the bank facility, any drawn 
facility and any interest accrued are repayable on demand.
2013 
£m
2012 
£m
Facility available 120.0 120.0
Bank guarantees (7.0) (5.0)
undrawn facility available 113.0 115.0
18. Financial instruments
details of significant accounting policies and methods adopted, including the basis of measurement and the basis on which 
income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are 
disclosed in note 2.
t he book value and fair value of the financial instruments are as follows:
Note
Book value Fair value
2013 
£m
2012 
£m
2013 
£m
2012 
£m
Financial assets
available for sale financial assets 144.9 – 144.9 –
l oans and other receivables 58.1 50.1 58.1 50.1
Cash and cash equivalents 77.2 63.5 77.2 63.5
280.2 113.6 280.2 113.6
Financial liabilities
Borrowings a – – – –
t rade and other payables (485.7) (468.6) (485.7) (468.6)
property guarantees b (5.0) (5.0) (5.0) (5.0)
(490.7) (473.6) (490.7) (473.6)
l oans and other receivables represent amounts receivable from the sale of goods, together with amounts due from rebates (see 
note 15) and are initially measured at fair value and then subsequently held at amortised cost.
Fair values have been calculated as follows:
a) based on discounted expected future principal and interest cash flows
b) estimated by discounting estimated future cash flows based on the terms and maturity and risk of each guarantee crystallising Booker Group plc 
annual report & accounts 2013
61
Fair value hierarchy
t he table below analyses financial instruments measured at fair value, into a fair value hierarchy based on the valuation technique 
used to determine fair value:
• l evel 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• l evel 2: inputs other than quoted prices included within l evel 1 that are observable for the asset or liability, either directly (i.e., 
as prices) or indirectly (i.e. derived from prices)
• l evel 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level 1 
£m
Level 2 
£m
Level 3 
£m
Total 
£m
2013
available for sale financial assets – – 144.9 144.9
2012
available for sale financial assets – – – –
t here have been no transfers between categories during the period.
Liquidity risk
t he Group will finance operations and growth from existing cash resources, finance leases and committed borrowing facilities 
to ensure the constant availability of an appropriate amount of reasonably priced funding to meet both current and future 
forecast requirements.
t he following is an analysis of the undiscounted contractual cash flows payable under financial liabilities:
Due within 
1 year
£m
Due between 
1 and 2 years
£m
Due between
 2 and 3 years
£m
Due between 
3 and 4 years
£m
Over 4  
years
£m
2013
t rade and other payables 485.7 – – – –
2012
t rade and other payables 468.6 – – – –
it is not possible to quantify the timing of the cash flows relating to the property guarantees.
t he undiscounted cash flows for borrowings differ from their carrying value in the balance sheet due to the inclusion of contractual 
interest payments and the adjustment for non cash items including unamortised borrowing costs. t he undiscounted cash flows 
for financial instruments reflect the amounts payable on these instruments which differs from the fair value recorded on the 
balance sheet. t here is no difference between the discounted and undiscounted cash flows associated with trade payables due 
to their short term nature. 62
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
18. Financial instruments continued 
Credit risk
t he Group is predominantly a cash sales business with low levels of trade receivables in comparison to total sales for the year and 
has no significant concentration of credit risk, with exposure spread over a large number of customers. it is the Group’s policy that 
all customers who wish to trade on credit terms are subject to credit verification procedures. t he Group has an accounting policy 
to provide for certain overdue trade receivables based on past experience, and believe that there are no significant unprovided 
overdue financial assets.
Interest rate risk
interest rate risk is relatively small to the Group, as there are no fixed borrowings and the revolving credit facility is only partially 
drawn for a small part of the year. t herefore the Group has chosen not to hedge its borrowings. 
Capital risk
t he Group’s objectives when managing capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and 
benefits for other stakeholders; and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
t he Group sets the amount of capital in proportion to risk. t he Group manages the capital structure and makes adjustments to it 
in the light of changes in economic conditions and the risk characteristics of the underlying assets. in assessing the level of capital 
all components of equity are taken into account (i.e. share capital and retained earnings). t he Group has £77.2m of net cash as 
at 29 March 2013 and is not subject to externally imposed capital requirements. Management of capital therefore focuses around 
its ability to generate cash from its operations.
in order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return 
capital to shareholders, issue new shares, or sell assets to raise funds. t he Group believes it is meeting its objectives for 
managing capital as funds are available for reinvestment where necessary as well as being in a position to make returns to 
shareholders where this is felt appropriate.
Foreign currency risk
l ess than 1% of purchases are denominated in foreign currencies.
t he majority of sales are denominated in sterling, with the exception of sales made from the Group’s indian operation which are 
denominated in rupees.
t he directors do not consider that the Group has significant exposure to movements in foreign exchange and the Group does 
not hold any foreign exchange contracts.
19. Analysis of net cash
At 30 March 2012 
£m
Cash flow 
£m
At 29 March 2013 
£m
Cash and cash equivalents 63.5 13.7 77.2
Finance leases (0.1) 0.1 –
net cash 63.4 13.8 77.2
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three 
months or less. t he carrying amount of these assets approximates their fair value. Booker Group plc 
annual report & accounts 2013
63
20. Post employment benefits
t he Group operates a variety of post employment benefit arrangements, covering both funded defined benefit and funded 
defined contribution schemes to provide benefits to both full-time and part-time employees. 
Defined contribution schemes
pension contributions of £3.5m (2012: £3.5m) were charged to defined contribution schemes in the period. included within 
accruals is £0.3m (2012: £0.3m) of outstanding pension contributions.
Defined benefit schemes
t he Booker pension scheme (‘the scheme’) is a funded pension arrangement based on final salary and was closed to new 
entrants in o ctober 2001 with benefits ceasing to accrue from July 2002. however, active members’ benefits retain a link to 
their final salaries. t he assets of the scheme are held separately from those of the Group and are invested by independent fund 
managers appointed by the t rustees. 
t he benefit obligations as at 29 March 2013 have been calculated by an independent actuary on an ias 19 basis using membership 
data obtained from the 31 March 2010 triennial actuarial valuation which has then been updated to 29 March 2013.
(a) Major assumptions used by the actuary
2013 2012
discount rate 4.35% 4.80%
r ate of increase in salaries 3.25% 4.10%
pension increases 3.20% 3.05%
rpi inflation 3.25% 3.10%
Cpi inflation 2.25% 2.10%
expected rate of return on s cheme assets
equities 8.10% 8.00%
Bonds 3.80% 4.50%
property 6.20% 8.00%
Cash 0.50% 0.50%
t he average life expectancy in years of a member is as follows:
2013 2012
aged 65 retiring immediately (current pensioner) Male 20.7 20.7
Female 22.8 22.9
aged 40 retiring at 65 (future pensioner) Male 22.2 22.4
Female 24.0 24.2
(b) The amounts recognised in the balance sheet
2013 2012
£m % £m %
equities 290.6 48% 275.8 50%
Bonds 276.0 45% 236.5 42%
property 40.3 7% 41.3 8%
Cash 1.8 – 2.1 –
Fair value of s cheme assets 608.7 100% 555.7 100%
present value of s cheme liabilities (615.5) (574.7)
deficit in the s cheme (6.8) (19.0) 64
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
20. Post employment benefits continued
(c) Movement in the fair value of Scheme assets
2013 
£m
2012 
£m
at start of period 555.7 541.8
employer contributions 10.8 8.4
expected return on s cheme assets 34.3 36.1
actuarial gains 38.6 0.8
Benefits paid (30.7) (31.4)
at end of the period 608.7 555.7
t he expected rate of return on assets is a weighted average based on the respective returns expected on the separate asset 
classes held by the s cheme and then deducting the expected administration costs borne by the Group and an amount in respect 
of the ppF levy. t he weighted average is based on the targeted asset allocation in the s cheme’s current investment benchmark.
(d) Movement in the present value of Scheme liabilities
2013 
£m
2012 
£m
at start of period (574.7) (549.8)
interest on s cheme liabilities (26.8) (29.8)
actuarial losses (44.7) (26.5)
experience gains – –
Benefits paid 30.7 31.4
at end of the period (615.5) (574.7)
(e) Movement in the Scheme net liability
2013 
£m
2012 
£m
at start of period (19.0) (8.0)
employer contributions 10.8 8.4
Credit recognised in the income statement 7.5 6.3
actuarial loss recognised in other comprehensive income (6.1) (25.7)
at end of the period (6.8) (19.0)
(f) Amounts recognised in the income statement
2013 
£m
2012 
£m
expected return on s cheme assets 34.3 36.1
interest on s cheme liabilities (26.8) (29.8)
Credited to finance income 7.5 6.3
t he ias B has amended ias 19 ‘ defined Benefit plans’ which the Group will adopt for the first time in the period ending 28 March 
2014. t he Group has calculated that changes to the definition, and clarifications made to the calculation of net interest, would 
have resulted in a charge to the income statement: 
2013 
£m
2012 
£m
administrative expenses 1.2 1.2
n et finance expense 0.6 0.2
Charge to the income statement 1.8 1.4 Booker Group plc 
annual report & accounts 2013
65
(g) Cumulative actuarial gains and losses recognised in other comprehensive income
2013 
£m
2012
 £m
actuarial gain at start of period 61.0 86.7
actuarial loss recognised in other comprehensive income (6.1) (25.7)
actuarial gain at end of period 54.9 61.0
t hese cumulative gains reflect the total recognised since the acquisition of t he Big Food Group plc by Giant t opco l imited in 
February 2005.
(h) Actual return on Scheme assets
2013 
£m
2012 
£m
expected return 34.3 36.1
actuarial gains 38.6 0.8
72.9 36.9
(i) Historical information
2013 
£m
2012 
£m
2011 
£m
2010 
£m
2009 
£m
Fair value of s cheme assets 608.7 555.7 541.8 563.5 437.8
present value of s cheme liabilities (615.5) (574.7) (549.8) (585.3) (439.8)
deficit in the s cheme (6.8) (19.0) (8.0) (21.8) (2.0)
difference between actual and expected return on assets 38.6 0.8 1.4 116.3 (93.9)
percentage of s cheme assets (%) 6.3% 0.1% 0.3% 20.6% 21.4%
experience gains/(losses) on s cheme liabilities – – 8.5 (1.0) –
percentage of s cheme liabilities (%) – – 1.5% 0.2% –
(j) Sensitivities
Below is listed the impact on the s cheme liabilities of changing key assumptions whilst holding other assumptions constant:
discount rate +/- 0.1% decrease/increase liabilities by £9m
rpi inflation rate +/- 0.1% increase/decrease liabilities by £8m
l ife expectancy for current and future pensioners +/- 1 year increase/decrease liabilities by £19m
(k) Contributions to be paid
t he t rustees of the s cheme and Group have agreed a schedule of contributions for the next 3.5 years (up to o ctober 2016) of 
£9.6m per annum. t he Group has also agreed to meet the cost of certain expenses of the scheme estimated to be around £1.2m 
per annum. 66
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
21. Provisions
Property 
provisions
£m
Other
£m
Total
£m
at 30 March 2012 27.8 5.0 32.8
u nwinding of discount 1.7 – 1.7
r eleased to income statement (3.0) – (3.0)
u tilised (3.4) – (3.4)
At 29 March 2013 23.1 5.0 28.1
t he property provisions principally relate to:
• the onerous leases on property currently vacant or sublet for less than the cost of the underlying head lease
• the expected future dilapidation cost on leasehold properties
• the expected future costs of removing asbestos from leasehold properties. although not a health risk, the Group is legally 
required to undertake a programme of removal
property provisions are discounted at 7.0% (2012: 7.0%), being the long term expected yield for the Group’s leased properties and 
are expected to be utilised over the terms of the leases, with approximately £4.0m expected to be utilised in the year to March 2014.
o ther provisions relate to third party property guarantees, for which the timing and quantum of payments is uncertain. payment 
could be made on demand and the provision represents management’s current estimate of the future liability.
22. Share capital
Number 
of shares
Share capital 
£m
Allotted, called up and fully paid
at 30 March 2012 1,567,389,802 15.7
s hares issued in relation to acquisition of Makro (see note 12) 156,621,525 1.6
share options exercised 3,079,233 –
At 29 March 2013 1,727,090,560 17.3
t he total authorised number of ordinary shares is 2,000,000,000 (2012: 2,000,000,000) with a par value of £0.01 per share.
t he holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company.
6,661,793 ordinary shares in the Company (representing 0.39% of total shares issued) are held in trust by Booker eBt l imited, 
the trustee of the Booker employee Benefit t rust which was established in 2006 to hold shares on a discretionary basis for the 
benefit of employees of the Group from time to time. t here has been no movement in the number of shares held in the trust 
during the year. 
23. Share capital and reserves
For movements in share capital and reserves please refer to the Consolidated s tatement of Changes in equity.
t he merger reserve represents the capital adjustment required to reserves to effect the reverse acquisition.
t he other reserve represents the premium over the nominal value of the shares issued in relation to acquisitions.
t he share option reserve comprises the fair value of outstanding share options charged to the profit and loss account.
t he hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments 
related to hedged transactions that have yet to occur. Booker Group plc 
annual report & accounts 2013
67
24. Dividends
dividends charged to reserves
2013
£m
2012
£m
Final dividend of 1.95 pence per share (2012: 1.40 pence per share)  
paid in respect of the prior period 30.5 21.4
interim dividend of 0.38 pence per share (2012: 0.33 pence per share)  
paid in respect of the current period 6.5 5.1
37.0 26.5
t he directors are proposing a final dividend of 2.25 pence per share, which will absorb £38.7m of equity (distributable reserves). 
s ubject to shareholder approval at the aGM, to be held on 10 July 2013, the dividend will be paid on 12 July 2013 to shareholders 
on the register at 14 June 2013. t he shares will go ex-dividend on 12 June 2013. 
25. Share based payments
t he Group has a number of share schemes for employees. t he total charge for the period relating to employee share-based 
payments was £3.1m (2012: £2.4m), all of which related to equity-settled share based transactions.
a) Sharesave schemes
t he s haresave scheme has been in operation since 2008 and all employees are eligible to participate once the necessary service 
requirements have been met. o ptions are offered at a discount of 20% to the average of the market value of a share on the 
three dealing days immediately preceding the offer. o ptions are exercisable three years after the commencement of the savings 
contract and not more than six months thereafter.
t he options granted have been fair valued using the Black s choles option pricing model, using the following assumptions:
SAYE 2012 SAYE 2011
Grant date December 2012 July 2011
s hare price at grant date 97.6p 74.0p
exercise price 79.21p 54.5p
expected volatility 26% 27%
expected life 3.2 years 3.2 years 
r isk free rate 0.54% 1.3%
expected dividend yield 2.39% 2.3%
Fair value at grant date 23.0p 21.4p
b) Performance Share Plans (PSP)
in 2008 a discretionary psp for the benefit of certain employees was established by the r emuneration Committee. t he awards 
are free share-based awards and normally vest after three years after the grant date, provided relevant performance criteria have 
been met.
PSP 2012
in n ovember 2012, 6.3 million options were granted to senior employees which will vest and become exercisable three years from 
the date of the award subject to continued employment and the performance conditions mentioned below being satisfied and will 
lapse if not exercised within ten years of the date of award. t he awards are granted in two tranches:
i) Earnings Per Share (EPS) condition 
50% of each award will be linked to an absolute eps performance target with 25% of this element vesting for achieving growth of 
6% per annum and rising on a straight line basis with full vesting requiring 12% growth per annum, as measured at March 2012 
and March 2015.
ii) Total Shareholder Return (TSR) condition
50% of each award will be linked to an absolute tsr performance target with 25% of this element vesting for achieving growth 
of 8% per annum and rising on a straight line basis with full vesting requiring 15% growth per annum, when measured over the  
3 years from the grant date.
  68
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
25. Share based payments continued
b) Performance Share Plans (PSP) continued
PSP 2011
in n ovember 2011, 7.0 million options were granted to senior employees which will vest and become exercisable three years from 
the date of the award subject to continued employment and the performance conditions mentioned below being satisfied and will 
lapse if not exercised within ten years of the date of award. a fifth of the shares subject to each option will vest on reaching each 
of the share prices of 85.80p, 89.40p, 100.10p, 128.70p and 153.00p, in each case sustained over a consecutive 60-day period. 
as at 29 March 2013, three of the share price targets had been met.
PSP 2010 (a)
in o ctober 2010, 11.3 million options were granted to senior employees which will vest and become exercisable three years from 
the date of the award subject to continued employment and the performance conditions mentioned below being satisfied and will 
lapse if not exercised within ten years of the date of award. a quarter of the shares subject to each option will vest on reaching 
each of the share prices of 60p, 62.5p, 70p and 90p, in each case sustained over a consecutive 60–day period. as at 29 March 
2013, the four share price targets had been met.
PSP 2010 (b)
in connection with his appointment to the board, Guy Farrant was granted a special performance share award (in the form of a 
nil-cost option) over 3.9 million shares in the Company (‘the o ption’). t he o ption is in two parts: one part relates to 2.1 million 
shares in Booker and the other part relates to 1.8 million shares. a third of the 2.1 million shares will vest on reaching each of 
the share prices of 52p, 56p and 58p. t his part of the o ption can be exercised in three annual instalments, assuming that the 
relevant share price target has been reached by the end of each year (otherwise, the o ption can be exercised after three years to 
the extent that the targets have subsequently been reached by that time). a quarter of the 1.8 million shares will vest on reaching 
each of the share prices of 60p, 62.5p, 70p and 90p. t o the extent that these share price targets are met, this part of the o ption 
can be exercised after three years. For each part of the o ption, each share price target has to be sustained over a consecutive 
60 day period in order for the relevant part of the o ption to vest. 
PSP 2008
t he awards under the psp 2008 have vested and 10.7 million remain to be exercised.
t he options granted have been fair valued using the Monte Carlo option pricing model, using the following assumptions:
PSP 2012 PSP 2011 PSP 2010 (a) PSP 2010 (b) PSP 2008
s hare price at grant date 99.3p 78.95p 53.75p 53.75p 23.75p
expected volatility 26% 27% 30% 30% 25%
expected life 3 years 3 years 3 years 1 – 3 years 2 – 3 years
r isk free rate 0.44% 0.7% 1.1% 1.1% 5.0%
expected dividend yield 2.35% 2.2% 2.4% 2.4% 2.5%
Fair value of tsr component 33.0p 29.0p 23.5p 31.8p 8.4p
Fair value of eps component 93.0p n/a n/a n/a n/a
t he Group also has one legacy share option scheme remaining which was granted by Blueheath holdings plc and vested 
following the reverse takeover in June 2007. Booker Group plc 
annual report & accounts 2013
69
t he terms and conditions of the outstanding share based payments are as follows:
Grant date Number (m) Vesting period Expiry date Exercise price
psp 2012 o ption granted to 
senior employees
november 2012 6.3 3 year service november 2022 nil
saye 2012 saye to all staff december 2012 3.9 3.2 year service February 2016 79.21p
psp 2011 o ption granted to 
senior employees
november 2011 6.9 3 year service november 2021 nil
saye 2011 saye to all staff July 2011 9.4 3.2 year service september 2014 54.5p
psp 2010 (a) o ption granted to 
senior employees
october 2010 11.0 3 year service october 2020 nil
psp 2010 (b) o ption granted to 
senior employee
october 2010 3.9 1 – 3 year service october 2020 nil
psp 2008 o ption granted to 
senior employees
July 2008 – 
July 2009
10.7 vested July 2018 –
 July 2019
nil
o ption granted to 
senior employees
May 2002 –
december 2005
0.1 vested 2012 – 2015 80.5p 
to 110.0p
52.2
t he number and weighted average exercise price of options is as follows:
2013 2012
Number of 
share options
Million
Weighted average 
exercise price
Pence
Number of 
share options
Million
Weighted average 
exercise price
Pence
o utstanding at beginning of period 45.2 11.6 63.8 6.5
Granted 10.2 30.1 16.4 31.2
Forfeited (0.1) – (0.3) –
exercised (3.1) 0.2 (34.7) 11.5
o utstanding at end of period 52.2 16.0 45.2 11.6
exercisable at end of period 12.2 14.6
26. Operating leases
t he Group leases a number of trading properties under operating leases. t he leases are typically of 5 to 20 years duration, 
although some have lessee only break clauses. l ease payments are reviewed as contracted and increases applied accordingly. 
t he Group also leases certain items of plant and equipment.
o perating lease payments represent rents payable by the Group for certain of its wholesale, distribution and office properties and 
other assets such as motor vehicles. t he leases have varying terms, escalation charges and renewal rights.
at the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable 
operating leases, which fall due as follows:
Land and buildings Others
2013 
£m
2012 
£m
2013 
£m
2012 
£m
w ithin one year 49.9 49.5 8.6 6.2
w ithin two to five years 187.9 186.9 10.9 8.7
after five years 306.7 346.6 – –
544.5 583.0 19.5 14.9
t he Group subleases various wholesale, distribution and office properties under non-cancellable operating leases. t he total 
minimum operating sublease receipts expected to be received are as follows:
2013 
£m
2012 
£m
w ithin one year 1.0 1.0
w ithin two to five years 2.0 2.0
after five years 1.9 2.1
4.9 5.1 70
Booker Group plc 
annual report & accounts 2013
notes to the Group Financial s tatements continued
27. Capital commitments
t he outstanding commitments at 29 March 2013 in respect of contracted capital expenditure not provided for amounted to 
approximately £1.2m (2012: £2.7m).
28. Related party transactions
o nly members of the Board are key management personnel. it is the Board who have responsibility for planning, directing and 
controlling the activities of the Group. Board compensation is disclosed in the r emuneration r eport.
during the year, there were no transactions or balances between the Group and its key management personnel or members of 
their close family apart from:
• the Group purchases stock from Molson Coors Brewing Co (uK) ltd – Karan Bilimoria is the Chairman of the Cobra Beer 
partnership ltd, a joint venture with Molson Coors Brewing Co ( u K) ltd;
• the Group purchases stock from C&C Group plc, of which s tewart Gilliland is a n on-executive director;
• the Group purchases stock from Boparan h oldings ltd, of which a ndrew Cripps is a n on-executive director; and
• the Group sells stock to Food & Fuel ltd, of which Karen Jones is the Chairman.
all transactions with related parties involve the normal supply of goods and are priced on an arm’s length basis.
Makro is a related party, on the basis that it is not consolidated at the period end. at the period end, Makro was owed £5.6m 
(shown within t rade and other payables) from the Group which comprises:
• £8.8m of cash advanced from Makro; and
• £3.2m of competition fees recharged to Makro.
29. Post balance sheet events
Full clearance to the acquisition of Makro was received from the Competition Commission on 19 april 2013 and Makro will be 
consolidated from this date, being the date that control passes to the Group.
t he net assets of the Makro balance sheet at 31 March 2013 were as follows: 
£m
property, plant and equipment 142.6
inventories 67.8
t rade and other receivables 15.9
Cash and cash equivalents 0.9
t rade and other payables (95.0)
n et assets 132.2
Given the proximity of the consolidation date (being the date of 19 april 2013 when control was obtained) and the date of 
approval of the financial statements, it has not been possible to obtain a Makro balance sheet as at the acquisition date, 
although the balance sheet at 31 March 2013 is considered unlikely to be materially different from the balance sheet at 
acquisition. Further, it has also not been possible to undertake a full review of net assets for potential fair value adjustments, 
although the initial estimate of such adjustments indicates a potential increase to the book value of net assets as stated in 
Makro’s balance sheet of £26m, principally in relation to property valuations and deferred tax. 
t he directors do not believe that the fair value of the consideration at acquisition will be materially different to the carrying value 
of the investment in Makro at the year end of £145m which would therefore, on this provisional basis, give rise to a provisional 
goodwill credit (or ‘bargain purchase’) of £13m, which would be credited to the income statement during the year ending 28 
March 2014.
t he anticipated goodwill credit mainly arises due to the recognition of a deferred tax asset in relation to surplus capital allowances 
in Makro. t his asset is not recognised in Makro which is in line with their accounting policies. it can be recognised on acquisition 
as the surplus capital allowances will create future tax deductions which can be surrendered to the Group. Booker Group plc 
annual report & accounts 2013
71
Note
2013
£m
2012
£m
Fixed assets
investments 3 30.4 27.3
Debtors 4 320.4 156.2
Creditors due within one year 5 (101.1) (64.1)
Net current assets 219.3 92.1
Net assets 249.7 119.4
Capital and reserves
share capital 6 17.3 15.7
share premium 8 34.9 49.1
o ther reserve 8 136.8 –
share option reserve 8 6.6 3.8
retained earnings 8 54.1 50.8
Shareholders’ funds 9 249.7 119.4
t hese financial statements were approved by the Board of directors on 22 May 2013 and were signed on its behalf by:
Charles Wilson  Jonathan Prentis
Director  Director
Booker Group plc
Company number 05145685
as at 29 March 2013
Co Mpany Balan Ce s heet 72
Booker Group plc 
annual report & accounts 2013
notes to the Co Mpany Finan Cial s tate Ments
1. Accounting policies
Basis of preparation
t he accounts have been prepared under the historical cost convention in accordance with applicable united Kingdom Generally 
accepted accounting practice (‘u K Gaap ’). t he following principal accounting policies have been applied consistently in dealing 
with items which are considered material in relation to the financial statements.
t he Company has taken advantage of the exemption contained in section 408 of the Companies act 2006 from presenting its 
own profit and loss account.
Guarantees
w here the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, 
the Company considers these to be insurance arrangements and accounts for them as such. in this respect, the Company treats 
the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make 
a payment under the guarantee.
Investments
investments are stated at cost less any provision for impairment in value. t he carrying values of investments are reviewed for 
impairment if events or changes in circumstances indicate the carrying values may not be recoverable.
Share based payments
t he Company has issued equity settled share based payments to employees of a subsidiary. t he fair value is measured using 
an option valuation model, taking into account the terms and conditions upon which the options were granted. t his fair value is 
accounted as an investment in the subsidiary with a corresponding increase in equity.
2. Profit and loss account
in accordance with the exemption permitted by section 408 of the Companies act 2006, the profit and loss account of the 
Company is not presented separately. t he profit recognised for the 52 weeks ended 29 March 2013 was £40.0m (53 weeks 
ended 30 March 2012: profit £39.9m).
t he audit fee of £0.1m (2012: £0.1m) for the current and prior period was borne by another group undertaking without recharge.
3. Investments
Shares in 
subsidiary 
undertakings 
£m
Capital 
contribution 
£m
Total 
£m
Cost and net book value
at start of period 20.0 7.3 27.3
Capital contribution – 3.1 3.1
At end of period 20.0 10.4 30.4
t he capital contribution relates to the cost of granting share based payments to employees of subsidiary undertakings – details 
are shown in note 25 of the Group financial statements.
t he Company’s principal subsidiary undertakings at 29 March 2013, all of which are wholly owned are as follows:
Name of company Principal activity Incorporation
Booker l imited w holesaler uK
Booker direct l imited w holesaler uK
Giant t opco l imited
*
intermediate holding company uK
r itter-Courivaud l imited w holesaler uK
Booker india private l imited w holesaler india
Makro holding l imited
#
 intermediate holding company uK
Makro properties l imited
#
property uK
Makro s elf s ervice w holesalers l imited
#
w holesaler uK
* d irect subsidiary of Booker Group plc 
# 
not consolidated by Booker Group plc (see note 1 of the consolidated financial statements)
Full details of all Group subsidiary undertakings are included in the Company’s annual return filed with Companies house. Booker Group plc 
annual report & accounts 2013
73
4. Debtors
2013 
£m
2012 
£m
amounts owed by Group undertakings 320.4 156.2
amounts owed by Group undertakings are interest free, unsecured and payable on demand.
5. Creditors due within one year
2013 
£m
2012 
£m
amounts owed to Group undertakings 101.1 64.1
amounts owed to Group undertakings are interest free, unsecured and repayable on demand.
6. Share capital
Number 
of shares
Share capital 
£m
Allotted, called up and fully paid
at start of period 1,567,389,802 15.7
s hares issued in relation to acquisition of Makro 156,621,525 1.6
share options exercised 3,079,233 –
At end of period  1,727,090,560 17.3
t he total authorised number of ordinary shares is 2,000,000,000 (2012: 2,000,000,000) with a par value of £0.01 per share.
6,661,793 ordinary shares in the Company (representing 0.39% of total shares issued) are held in trust by Booker eBt l imited, 
the trustee of the Booker employee Benefit t rust which was established in 2006 to hold shares on a discretionary basis for the 
benefit of employees of the Group from time to time. t here has been no movement in the number of shares held in the trust 
during the year. 
7. Share options
t he Company has a number of share schemes for employees of the Group, details are shown in note 25 of the Group 
financial statements. 74
Booker Group plc 
annual report & accounts 2013
continued
notes to the Co Mpany Finan Cial s tate Ments
8. Reserves
Share  
capital 
£m
Share 
premium 
£m
Other  
reserve 
£m
Share  
option 
reserve 
£m
Retained 
earnings
£m
Total 
£m
at start of period 15.7 49.1 – 3.8 50.8 119.4
r etained profit for the period – – – – 40.0 40.0
dividend – – – – (37.0) (37.0)
Capital contribution – – – 3.1 – 3.1
r eclassification between reserves – (14.2) 14.2 – – –
shares issued 1.6 – 122.6 – – 124.2
share options exercised – – – (0.3) 0.3 –
At end of period 17.3 34.9 136.8 6.6 54.1 249.7
dividends charged to reserves
2013 
£m
2012 
£m
Final dividend of 1.95 pence per share (2012: 1.40 pence per share)  
paid in respect of the prior period 30.5 21.4
interim dividend of 0.38 pence per share (2012: 0.33 pence per share)  
paid in respect of the current period 6.5 5.1
37.0 26.5
t he directors are proposing a final dividend of 2.25 pence per share, which will absorb £38.7m of equity (distributable reserves). 
s ubject to shareholder approval at the aGM, to be held on 10 July 2013, the dividend will be paid on 12 July 2013 to shareholders 
on the register at 14 June 2013. t he shares will go ex-dividend on 12 June 2013.
9. Reconciliation of movement in shareholders’ funds
2013 
£m
2012 
£m
profit for the period 40.0 39.9
dividend (37.0) (26.5)
Capital contribution 3.1 2.4
shares issued 124.2 –
share options exercised – 4.2
s hareholders’ funds at the start of the period 119.4 99.4
Shareholders’ funds at the end of the period 249.7 119.4
10. Related party transactions
t he Company has taken advantage of the exemption under Frs 8 ‘ r elated party t ransactions’ not to provide details of related 
party transactions with other wholly owned Group companies, as the Company financial statements are presented together with 
the consolidated Group financial statements. Booker Group plc 
annual report & accounts 2013
75
state Ment o F dire Ctors’ responsi Bilities 
Statement of Directors’ responsibilities in respect of the Annual Report and Accounts
t he directors are responsible for preparing the annual r eport and the Group and parent Company financial statements in 
accordance with applicable law and regulations.
Company law requires the d irectors to prepare Group and parent Company financial statements for each financial year. u nder that 
law they are required to prepare the Group financial statements in accordance with iFrs s as adopted by the eu and applicable 
law and have elected to prepare the parent Company financial statements in accordance with uK accounting standards and 
applicable law (u K Generally accepted accounting practice).
under company law the directors must not approve the financial statements unless they are satisfied that they give a true and 
fair view of the state of affairs of the group and parent company and of their profit or loss for that period. in preparing each of the 
group and parent company financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• for the Group financial statements, state whether they have been prepared in accordance with iFrs s as adopted by the eu ;
• for the parent Company financial statements, state whether applicable u K accounting s tandards have been followed, subject 
to any material departures disclosed and explained in the parent Company financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the 
parent Company will continue in business. 
t he directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent 
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and 
enable them to ensure that its financial statements comply with the Companies act 2006. t hey have general responsibility for 
taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and 
other irregularities.
under applicable law and regulations, the d irectors are also responsible for preparing a d irectors’ r eport, d irectors’ r emuneration 
r eport and Corporate Governance s tatement that complies with that law and those regulations.
t he directors are responsible for the maintenance and integrity of the corporate and financial information included on the 
company’s website. l egislation in the uK governing the preparation and dissemination of financial statements may differ from 
legislation in other jurisdictions. 
Responsibility statement of the Directors in respect of the Annual Report and Accounts
w e confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of 
the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation 
taken as a whole; and
• the d irectors’ r eport includes a fair review of the development and performance of the business and the position of the issuer 
and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and 
uncertainties that they face.
By order of the Board
Charles Wilson  Jonathan Prentis
Director  Director
22 May 2013 76
Booker Group plc 
annual report & accounts 2013
independent a uditor’s r eport to 
the Me MBers oF BooK er Group pl C
we have audited the financial statements of Booker Group plc 
for the 52 week period ended 29 March 2013 set out on pages 
42 to 75. t he financial reporting framework that has been applied 
in the preparation of the Group financial statements is applicable 
law and international Financial r eporting standards (iFrs s) as 
adopted by the eu . t he financial reporting framework that has 
been applied in the preparation of the parent Company financial 
statements is applicable law and u K accounting s tandards (u K 
Generally accepted accounting practice).
this report is made solely to the company’s members, 
as a body, in accordance with Chapter 3 of part 16 of the 
Companies act 2006. o ur audit work has been undertaken so 
that we might state to the Company’s members those matters 
we are required to state to them in an auditor’s report and for 
no other purpose. t o the fullest extent permitted by law, we do 
not accept or assume responsibility to anyone other than the 
Company and the Company’s members, as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors  
and auditor
as explained more fully in the directors’ r esponsibilities 
statement set out on page 75, the directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view. o ur responsibility 
is to audit, and express an opinion on, the financial statements 
in accordance with applicable law and international s tandards 
on auditing (uK and ireland). t hose standards require us to 
comply with the auditing practices Board’s ethical s tandards 
for auditors.
Scope of the audit of the financial statements
a description of the scope of an audit of financial statements is 
provided on the Financial r eporting Council’s website at www.
frc.org.uk/auditscopeukprivate.
Opinion on financial statements
in our opinion:
• the financial statements give a true and fair view of the 
state of the Group’s and of the parent Company’s affairs 
as at 29 March 2013 and of the group’s profit for the 52 
weeks then ended;
• the Group financial statements have been properly prepared 
in accordance with iFrs s as adopted by the eu ;
• the parent Company financial statements have been 
properly prepared in accordance with uK Generally 
accepted accounting practice;
• the financial statements have been prepared in accordance 
with the requirements of the Companies a ct 2006; and, as 
regards the Group financial statements, article 4 of the 
ias regulation.
Opinion on other matters prescribed by  
the Companies Act 2006
in our opinion:
• the part of the directors’ r emuneration r eport to be 
audited has been properly prepared in accordance with the 
Companies act 2006;
 • the information given in the d irectors’ r eport for the financial 
period for which the financial statements are prepared is 
consistent with the financial statements;and
• the information given in the Corporate Governance 
statement with respect to internal control and risk 
management systems in relation to financial processes 
and about share capital structure is consistent with the 
financial statements. 
Matters on which we are required to report  
by exception
w e have nothing to report in respect of the following:
under the Companies act 2006 we are required to report to 
you if, in our opinion:
• adequate accounting records have not been kept by the 
parent Company, or returns adequate for our audit have not 
been received from branches not visited by us; or
• the parent Company financial statements and the part of 
the d irectors’ r emuneration r eport to be audited are not in 
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by 
law are not made; or
• we have not received all the information and explanations 
we require for our audit; or
• a Corporate Governance s tatement has not been prepared 
by the Company.
u nder the l isting r ules we are required to review:
• the directors’ statement, set out on page 47, in relation to 
going concern;
• the part of the Corporate Governance s tatement relating 
to the Company’s compliance with the nine provisions 
of the uK Corporate Governance Code specified for our 
review; and
• certain elements of the report to shareholders by the Board 
on directors’ remuneration.
Nicola Quayle 
(Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
st. James’ s quare 
Manchester 
M2 6ds
22 May 2013 Booker Group plc 
annual report & accounts 2013
77
direC tors , o FFiCers and 
pro Fessional advisers
Directors
r ichard r ose 
Non-Executive Chairman
Charles w ilson 
Chief Executive
Jonathan prentis 
Group Finance Director
Mark aylwin 
Executive Director
Guy Farrant 
Executive Director
Bryn s atherley 
Executive Director
h elena andreas  
Non-Executive Director
l ord Karan Bilimoria 
Non-Executive Director
andrew Cripps 
Non-Executive Director
s tewart Gilliland 
Non-Executive Director
Karen Jones 
Non-Executive Director
Company Secretary
Mark Chilton
Registered Office
equity h ouse 
irthlingborough r oad  
w ellingborough 
northants  
nn 8 1lt
Registered Number 
05145685 (england)
Website 
www.bookergroup.com
Bankers 
l loydsts B Bank plc 
10 Gresham s treet  
l ondon  
eC2v 7ae
Auditors
KpMG audit plc 
st James’ s quare 
Manchester  
M2 6ds
Solicitors
Clifford Chance llp 
10 u pper Bank s treet 
l ondon 
e14 5JJ 
Brokers
investec 
2 Gresham s treet 
l ondon  
eC2v 7qp
Jp Morgan Cazenove 
10 aldermanbury 
l ondon  
eC2v 7r F
Registrars 
Computershare investor s ervices plc 
po Box 82 
t he pavillions 
Bridgwater r oad 
Bristol  
Bs 99 2nh
Financial PR
t ulchan Communications Group 
85 Fleet s treet 
l ondon 
eC4y 1ae Booker Group plc
equity House
Irthlingborough road 
Wellingborough
Northants NN8 1l T
www.bookergroup.com
Annu Al Repo Rt & Accounts 2013
Driving an D broa Dening the business Booker Group plc
aNNual repor T & accouNT s 2013