DRIVING AND BROADENING THE BUSINESS
BOOKER GROUP PLC
ANNUAL REPORT & ACCOUNTS 2008
BOOKER GROUP PLC.
Equity House
Irthlingborough Road 
Wellingborough
Northants NN8 1LT
www.booker.co.uk
ANNUAL REPORT & ACCOUNTS 2008 Highlights 1
Business Proﬁ le 2
Chairman’s Statement 3
Chief Executive’s Review 4
Group Finance Director’s Report 7
Board of Directors 10
Corporate Governance 11
Remuneration Report 14
Directors’ Report 17
Consolidated Income Statement 19
Consolidated Statement of Recognised 
Income and Expense 20
Consolidated Balance Sheet 21
Consolidated Cash Flow Statement 22
Notes to the Group Financial Statements 23
Company Balance Sheet  50
Notes to the Company Financial Statements 51
Statement of Directors’ Responsibilities 55
Independent Auditors Report
to the Members of Booker Group plc 56
Directors and Professional Advisers 57
FOR THE YEAR ENDED 28 MARCH 2008
Booker is the UK’s leading food wholesaler.
We supply 258,000 catering businesses and 72,000 independent retailers.
We operate from 172 cash and carry branches throughout the United Kingdom.
ANNUAL REPORT & ACCOUNTS
Notes: In the Highlights, Business Proﬁ le, Chairman’s Statement, Chief Executive’s Review and Group Finance Director’s Report Operating Proﬁ t in 2005/06 is stated 
under UK GAAP before goodwill, impairment and exceptional items.  Figures stated for 2006/07 are before an exceptional charge of £1.8m.
Any forward looking statements made throughout this document represent management’s best judgement as to what may occur in the future. However, the group’s 
actual results for the current and future ﬁ scal periods and corporate developments will depend on a number of economic, competitive and other factors, some of 
which will be outside the control of the group. Such factors could cause the group’s actual results for future periods to differ materially from those expressed in any 
forward looking statements made in this document.
104093 Inner cover.indd   ii 5/6/08  
Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Directors
Richard Rose
Non-Executive Chairman
Charles Wilson
Chief Executive
Jonathan Prentis
Group Finance Director
Lord Karan Bilimoria
Non-Executive Director
Andrew Cripps
Non-Executive Director
Hans Kristian Hustad
Non-Executive Director
Kevin Lyon
Non-Executive Director
Jim McMahon
Non-Executive Director
Company Secretary
Mark Chilton
Registered Ofﬁ ce
Equity House
Irthlingborough Road 
Wellingborough, Northants NN8 1LT
Registered Number 
05145685 (England)
Website 
www.booker.co.uk
Bankers 
Bank of Scotland plc
155 Bishopsgate 
London EC2M 3YB
Auditors
KPMG Audit plc
St James’ Square,
Manchester M2 6DS
Nominated Adviser and Broker
Investec
2 Gresham Street
London  EC2V 7QP
Solicitors
Allen & Overy LLP
One Bishops Square
London  W1 6AO
Registrars 
Computershare Investor Services plc
PO Box 82
The Pavillions
Bridgwater Road
Bristol, BS99 2NH
Financial PR
Tulchan Communications Group
Sixth Floor, Kildare House
3 Dorset Rise
London EC4Y 8EN
DIRECTORS AND PROFESSIONAL ADVISERS
  1 5/6/08   10:27:54
104093 Inner Cvr Spread:104093 Inner Cvr Spread  5/6/08  10:39  Page 1 Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
1
HIGHLIGHTS
“It has been a year of steady delivery for Booker. Customer satisfaction has 
improved, sales have increased, operating proﬁ ts are up 29%, net debt is 
down 38% and we integrated Blueheath. We made good progress, but 
there is a lot more to do.” 
Charles Wilson, Chief Executive.
Financial Highlights
Total sales £3.1bn, +2.3% (including 43 weeks � 
of Blueheath)
Like for like sales: � 
- non-tobacco +3.3% (vs -1.2% last year)
- tobacco -5.4% (vs -0.3% last year)
- sales to caterers +2.2% (vs -0.2% last year)
- sales to retailers -1.5% (vs -1.1% last year)
Operating proﬁ t up to £46.1m from £35.7m � 
(+29%)
Proﬁ t before tax up to £36.2m from £28.5m last � 
year (+27%)
Proﬁ t after tax up to £29.8m from £12.7m � 
(+135%)
Basic earnings per share at 2.04 pence up from � 
0.94 pence last year
Net debt reduced to £47.2m from £76.5m � 
last year (-38%)
Given the good results the Board recommends � 
a full year dividend of £8m (0.5375 pence per 
share) (2007: £nil) to be paid on 11 July 2008
Operational Highlights
Conversion of a further 24 branches into the � 
‘Extra’ format, taking the total number of Extra 
branches to 34.  An additional 30 are planned for 
the current ﬁ nancial year.
The Blueheath integration is on track � 
Customer satisfaction for choice, price and � 
service improved
Internet sales increased to £109m (includes � 
£17m Blueheath) from £44m last year 
46.1
35.7
21.7
+2.3
-0.9
-5.9
Sales change %
129
76
47
Net Debt £m Full Year Operating Profit £m
2005/06
2006/07
2007/08 2
Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Booker has 172 cash and carry branches in the UK.
We serve 258,000 catering businesses and 72,000 independent retailers.
Customer 
Numbers 000’s
Sales 
£bn 
2005/06
Sales 
£bn
 2006/07
Sales 
£bn 
2007/08
Caterers 258 0.80 0.83 0.85
Retailers 72 2.13 2.10 2.15
Others 76 0.11 0.08 0.08
Total 406 3.04 3.01 3.08
Of our sales, £1.8bn is non-tobacco and £1.2bn is tobacco.
Sales 
£bn 
2005/06
Sales 
£bn
 2006/07
Sales 
£bn 
2007/08
Non Tobacco 1.77 1.75 1.84
Tobacco 1.27 1.26 1.24
Total 3.04 3.01 3.08
£2.5bn of sales are collected from the cash and carry by the customer.  £0.5bn is delivered to the customers’ premises 
from the cash and carry and £0.1bn is delivered ‘direct’ from a regional distribution centre to the customer.
Sales 
£bn 
2005/06
Sales 
£bn
 2006/07
Sales 
£bn 
2007/08
Cash and Carry collect 2.55 2.53 2.50
Cash and Carry delivery 0.49 0.48 0.50
Direct – – 0.08
Total 3.04 3.01 3.08
Since September 2005, substantial progress has been achieved.
Sept
2005
UK GAAP
Mar
2006
UK GAAP
Sept
2006
IFRS
Mar
2007
IFRS
Sept
2007
IFRS
Mar
2008
IFRS
Sales Change % (5.9%) (5.9%) (2.5%) +0.6% +2.5% +2.1%
Operating Profit £m13 920162422
Operating Profit 
Change % (54%) (44%) +54% +78% +20% +38%
Net Debt £m 361 125 70 77 47 47
Note: The periods to September are for 24 weeks, whilst periods to March are for 28 weeks.  Figures for September 2005 and March 2006 have been prepared 
under UK GAAP , and under IFRS thereafter.  Sales and net debt are calculated on a consistent basis under both UK GAAP and IFRS. 
BUSINESS PROFILE Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
3
I am pleased to report the merger of 
Blueheath Holdings Plc and Booker 
to form Booker Group plc has been a 
success.  The merger was completed 
in June 2007.  Since that time market 
conditions have been challenging due 
to the cooling in the economy and the 
smoking ban in public places.  Despite 
these issues, Booker Group plc has 
performed ahead of expectations.  
Sales are up 2.3% in the year.  
Operating proﬁ t is up 29% and net 
debt was cut by 38%.  Customer 
satisfaction has improved and the 
ﬁ nancial performance is good.
The drive into the catering market 
is working with like-for-like sales to 
caterers having increased by 2.2%.  
Sales to retailers declined by 1.5% due 
primarily to the smoking ban.  Despite 
product cost inﬂ ation in some sectors, 
our prices have remained competitive 
and stock availability has been good.
The plans to ‘Broaden’ the business 
are going well.  We converted a further 
24 branches to the ‘Extra’ format 
during the year.  We now have 34 
‘Extras’ which offer a better range and 
customer experience.  The payback 
on the conversion costs is less than 
one year.
Blueheath is being successfully 
integrated into the Booker network.  
The cash and cost beneﬁ ts are being 
delivered in line with plan.  Through 
combining Blueheath’s technology 
and distribution expertise with Booker’s 
scale and operations capability we are 
starting to win proﬁ table business in 
the delivered wholesale market.
I am pleased that Lord Karan Bilimoria 
and Andrew Cripps have joined the 
Board as independent non-executive 
Directors. Their experience in relevant 
market sectors is of great value to 
the Board.
I should like to thank all our staff for 
their contribution to the success of the 
Group in the year just ended.
Basic earnings per share at 2.04 
pence is up from 0.94 pence last 
year. Given the strong operational 
performance of the business the 
Board recommends the payment of 
a £8 million full year dividend on 11 
July 2008 equivalent to 0.5375 pence 
per share.
Outlook
The economy is expected to 
slow in 2008/09 and the food 
wholesale market remains very 
competitive. Despite these challenges 
we remain optimistic and expect to 
continue making good progress in a 
challenging market.
For the ﬁ rst period of 2008/09 
turnover, inventory levels and costs 
are in line with plan.  Overall, Booker 
Group plc continues to trade in line 
with management expectations.
Annual General Meeting
Our Annual General Meeting will be held 
on 9th July 2008 and I look forward to 
welcoming shareholders then.
Richard Rose
Chairman
Sales are up 2.3% 
in the year.
Operating proﬁ t is
up 29% and net debt 
was cut by 38%.
CHAIRMAN’S STATEMENT 4
Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Booker has improved considerably in 
the past couple of years.  In September 
2005 net debt was £361m, sales were 
dropping at 6%, proﬁ ts had slumped 
and our pension liability was £125m.  
Supplier and customer conﬁ dence in 
the business was very low.  In November 
2005 the senior management team 
was changed.  At that time we outlined 
a three phase Recovery Plan which 
explained how we would ‘Focus’ the 
business, then ‘Drive’ it and then start to 
‘Broaden’ Booker.  The plan is working.  
Today our net debt is £47.2m, sales 
are up 2.3%, operating proﬁ t is up 29% 
and our pension is in surplus.  Despite 
these improvements we still have a lot 
to do to fulﬁ l our ambition of becoming 
the UK’s best and biggest supplier to 
small business.
FOCUS
(commenced November 2005) 
Although most of our ‘Focus’ activity 
was completed between November 
2005 and March 2006, we continue 
to improve business efﬁ ciency.  
Colleagues in branches, the distribution 
centres and the centre are improving 
cash and cost efﬁ ciency.  For example, 
we are moving more products ‘by the 
pallet’ so that there is less wasted 
effort in taking the sales.  Throughout 
the business we are seeking to ‘stop, 
simplify and standardise’ work so that 
we enhance customer service whilst 
improving efﬁ ciency.  As a result of a 
tight operational management our net 
debt in 2007/08 was cut by £29.3m.
DRIVE
(commenced April 2006)
We now survey over 40,000 customers 
per annum to see how each branch 
and product category is performing.  
Most branches and categories made 
signiﬁ cant progress during the year 
which reﬂ ects our efforts to improve 
choice, price and service:
Choice Up
In May 2007 we introduced ‘First � 
for Pubs’ range.  We now sell over 
2,000 kegs of beer per week.
In July 2007 we launched � 
Euro Shopper, a range of 33 
lines which allow the independent 
retailer to beneﬁ t from the growth 
of discount retailing.  Euro Shopper 
sales are now over £300k per 
week.  Over 18,500 customers 
purchase Euro Shopper every 
week and the consumer response 
has been excellent.  Euro Shopper 
complements Booker Basics, our 
entry price range for caterers which 
sells over £400k per week.
In November 2007 we launched � 
price marked packs of fruit and 
vegetables for retailers.  We also 
introduced Butcher’s Market – a 
range of price marked fresh meats 
which are selling very well.
 Prices Down
In March 2007 we introduced � 
‘cheaper by the case’ deals on 
33 lines.
In April 2007 we launched ‘every � 
day essentials’, very competitive 
pricing on milk, bread and other 
essentials.
In May 2007 we offered ‘season � 
long’ pricing for caterers, where prices 
were ﬁ xed for the entire season.
During the year we have seen � 
product cost inﬂ ation in several 
product sectors including cooking 
oil, rice, pasta and bread.  Despite 
this challenge our prices have 
remained competitive.
EURO SHOPPERS FOR 
RETAILERS
BOOKER BASICS 
FOR CATERERS
We now survey 
over 40,000 
customers per 
annum to see how 
each branch and 
product category 
is performing.  
CHIEF EXECUTIVE’S REVIEW Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
5
Better Service
In October 2007 we extended � 
branch opening hours.
In January 2008 we launched free � 
delivery and removed charges 
for handling credit and debit cards.
All branch staff have been trained � 
on PRIDE.  How we can improve 
the Parking, Reception, Internal, 
Delivery and Exit experience for 
customers.
We now have 2,106 customers trading 
as Premier.  Premier won several 
awards for its excellent standards 
and was Symbol Group of the Year 
in 2006.  In 2008 we will improve 
the scale and execution of Premier in 
partnership with the Premier retailers.
The combination of improved choice, 
price and service has enhanced overall 
customer satisfaction.  Improved 
customer satisfaction has allowed 
Booker to increase sales in 2007/08 
despite the cooling in the economy and 
the ban on smoking in public places.
BROADEN
(commenced April 2007)
We are now seeking to ‘Broaden’ 
Booker.  To achieve this we are:
Improving the cash and � 
carry experience
In January 2006 we converted our 
ﬁ rst ‘Extra’ branch.  This has now 
been rolled out to 34 of the 172 
branches.  The key features are a 
lighter, brighter branch environment, 
an improved layout, signage and 
ranges. Our Stoke branch is typical 
of the new format (see below).
The ‘Extra’ format is a big move 
forward.  Caterers, retailers and 
small business customers much 
prefer the environment and the 
payback on reformatting the branch 
is less than 12 months.
Internet � 
For the last 30 years multiple 
retailers and caterers have beneﬁ ted 
from their superior use of technology.  
We believe that the internet will 
help transform the outlook for small 
business. In June 2007 we 
launched the improved booker.
co.uk site.  Customer satisfaction 
with the new site is excellent.  Sales 
STOKE ‘EXTRA’ BRANCH
BEFORE
AFTER
The combination of 
improved choice, 
price and service 
has enhanced 
overall customer 
satisfaction.  
continued
CHIEF EXECUTIVE’S REVIEW 6
Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
on the site have increased from 
£44m per annum last year to 
£109m (includes £17m Blueheath) 
per annum this year.  However, this 
is just the start.  Over the next year 
customers will have internet over 
their mobile phones, community 
sites and a lot more.
 Booker Direct � 
Booker distributes £500m of 
products from our branches to 
the customer’s premises.  We 
recognised the opportunity to 
improve this service and identiﬁ ed 
Blueheath Holdings Plc as having 
technology and expertise that would 
accelerate this.  In May 2007 we 
announced the reverse take-over 
of Blueheath.  We have achieved 
the cash and cost beneﬁ ts outlined 
last Summer.  We have moved 
Blueheath’s biggest customer to 
the Booker Hatﬁ eld distribution 
centre.  We have started to win 
new business such as Rippleglen, a 
chain of convenience stores in the 
Midlands.  Booker will now increase 
deliveries from regional distribution 
centres and branches to caterers 
and retailers.
The Focus, Drive, Broaden plan 
is facilitated by improving staff 
development and by improving their 
sustainability of the business:
 People � 
The Group is an equal opportunities  -
employer.
Branch colleagues have been  -
trained in PRIDE (Parking, Reception, 
Internal, Delivery, and Exit).  This 
programme was designed by 
branch colleagues to help improve 
customer service.  
The role of the branch General  -
Manager has been clearly deﬁ ned 
to focus on the customer and 
cash proﬁ t.
In 2007 the majority of colleagues  -
received a bonus.  The ﬁ rst time 
this has happened since 2000.
We updated our health and safety  -
standards and in February 2008 
held a ‘Health and Safety Week’ 
to increase awareness.  We are 
committed to making Booker a 
better and safer place to work.
Sustainability � 
Booker has saved over 10,000  -
tonnes of CO
2
 (10% of our total 
carbon ‘footprint’) in the past year 
due to driving less food miles, 
using less electricity and improved 
product packaging.
The Group fulﬁ ls its duty to minimise  -
adverse environmental impacts by 
ensuring efﬁ cient use of materials and 
energy, recycling wherever possible, 
minimising waste and ensuring 
compliance with relevant legislation.
We have pioneered a supplier  -
distribution carbon model which is 
starting to optimise the distribution 
efﬁ ciency for suppliers and 
ourselves.
Of our private label sales 79% of 
packaging can be recycled, which 
is better than many of the multiple 
retailers.
In summary, it has been a year of 
steady delivery for Booker.  Customer 
satisfaction has improved, sales have  
increased, operating proﬁ ts are up 
29%, net debt is down 38% and we 
integrated Blueheath.  We made good 
progress, but there is a lot more to do.
Charles Wilson
Chief Executive
We have saved 
10,000 tonnes 
of CO
2
 (10% of 
our total carbon 
‘footprint’)... 
due to driving less 
food miles, using 
less electricity and 
improved product 
packaging.
continued
CHIEF EXECUTIVE’S REVIEW Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
7
Reverse Acquisition Of Blueheath 
Holdings plc
On 4 June 2007 Blueheath Holdings 
plc became the ultimate legal parent 
company of Giant Topco Limited 
(parent company of Booker Limited) in 
a share-for-share transaction.  Due to 
the relative values of the companies, 
the former Giant Topco Limited 
shareholders became the majority 
shareholders with 90.36% of the 
enlarged share capital.  Following the 
transaction the Company’s continuing 
operations and executive management 
were predominantly those of Giant 
Topco Limited.  Accordingly, the 
substance of the combination was 
that Giant Topco Limited acquired 
Blueheath Holdings plc in a reverse 
acquisition.  As part of the business 
combination Blueheath Holdings plc 
changed its name to Booker Group plc 
and changed its accounting reference 
date to the end of March.
As a consequence of applying reverse 
acquisition accounting, the balance 
sheet of the Group at 31 March 2006 
and the results for the 52 weeks ended 
30 March 2007 are those of Giant 
Topco Limited.  The consolidated 
ﬁ nancial statements for Giant Topco 
Limited at 31 March 2006 and 
30 March 2007, as reported under UK 
GAAP , have been ﬁ led with the registrar 
of companies. 
The AIM Rules require that the annual 
consolidated accounts of the Group 
for the period ending 28 March 2008 
be prepared in accordance with 
International Financial Reporting 
Standards (‘IFRS’) as adopted by 
the European Union.
In preparing its opening IFRS balance 
sheet, the Group has adjusted 
amounts reported previously in ﬁ nancial 
statements prepared in accordance with 
its old basis of accounting (UK GAAP). 
An explanation of how the transition 
from UK GAAP to Adopted IFRSs has 
affected the Group’s ﬁ nancial position, 
ﬁ nancial performance and cash ﬂ ows is 
set out in the “Restatement of ﬁ nancial 
information under IFRS” which was 
issued on 30 October 2007.  However, 
following a detailed review of property 
leases, it was identiﬁ ed that the Group 
has a number of leases that contain 
minimum rental uplifts at predetermined 
rent review dates. The International 
Financial Reporting Interpretations 
Committee (‘IFRIC’) has clariﬁ ed that 
it is necessary to account for these 
increases on a straight-line basis over 
the life of the lease. Previously, the 
Group charged such increases to the 
income statement in the year they 
arose. The total amount payable over 
the life of the lease remains unchanged 
but the timing of the income statement 
charge changes.  This has resulted in 
a pre tax charge of £1.4m in the year 
ended 28 March 2008 (2007: £1.6m).  
These restated ﬁ nancial statements for 
the 52 weeks ended 30 March 2007 
are the comparators for Booker Group 
plc’s annual consolidated ﬁ nancial 
statements for the 52 weeks ended 
28 March 2008.
Financial Review 
Overall Group revenue increased by 
2.3% including 43 weeks of sales 
from Blueheath.  Non tobacco like-
for-like sales increased by 3.3% 
and like-for-like tobacco sales fell by 
5.4% due to the introduction of the 
smoking ban in public places in 
England and Wales.
Group operating proﬁ t increased by 
£10.4m to £46.1m lifting operating 
margins by 0.3% to 1.50%.   The 
improvement in margin was due to a 
better product mix and good control 
of costs.
Group operating 
proﬁ t increased by 
£10.4m to £46.1m 
lifting operating 
margins by 0.3% 
to 1.50%.
GROUP FINANCE DIRECTOR’S
REPORT 8
Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
The interest charge of £9.9m (2007: 
£7.2m) comprises the cash interest 
cost of borrowing of £9.5m (2007: 
£11.4m), the amortisation of fees and 
discounting of provisions of £4.2m 
(2007: £4.9m), a credit relating to 
the expected return on pension 
scheme assets less unwind on the 
liabilities of £3.6m (2007: £5.5m) and 
an IAS39 credit relating to interest 
hedge instruments of £0.2m (2007: 
£3.6m).  Despite interest margins 
increasing by 0.5%, the cash interest 
cost of borrowing has fallen due 
to the repayment in 2007 of two 
tranches of mezzanine debt, which 
carried relatively high coupon rates, 
and a lower level of net debt carried 
throughout the year relative to the 
prior year.
Proﬁ t before tax is up £7.7m 
at £36.2m (2007: £28.5m), an 
increase of 27.0%.
The effective tax rate (being the tax 
charge as a percentage of proﬁ t on 
ordinary activities before taxation) for 
the Group of 17.7% was below the 
standard rate of corporation tax in the 
UK, due principally to the utilisation 
of tax assets not recognised in prior 
years.  We expect, in the current 
conditions, to hold this effective rate 
of tax at around this level through 
to 2011.
Proﬁ t after tax was £29.8m,
an increase of £17.1m compared 
to 2007.
Basic earnings per share rose to 2.04p 
up from 0.94p.
A proposed dividend of £8m for the 
year ended 28 March 2008 was 
recommended by the Board on 
21 May 2008, at 0.5375p per share.  
Subject to shareholder approval at the 
AGM, to be held on 9 July 2008, the 
dividend will be paid on 11 July 2008 
to shareholders on the register at 6 
June 2008.  The shares will go ex-
dividend on 4 June 2008.
Cash Flow
Management has continued to focus on 
cash generation resulting in a net debt 
improvement of £29.3m to £47.2m.  
Strong earnings before interest, tax, 
depreciation and amortisation (EBITDA) 
of £62.3m, up from £53.1 in the prior 
year, and a further improvement in 
working capital (£11.9m) allowed a step 
up on last year’s capital expenditure 
to £11.0m (2007: £6.0m) and the 
acquisition of the Blueheath Group 
(£11.0m including fees and debt 
repayments on acquisition). 
Pensions
The Booker Pension Scheme, a deﬁ ned 
beneﬁ t scheme that was closed to 
new members in October 2001, had 
a small gross IAS 19 surplus of £9.8m 
(2007: gross deﬁ cit of £27.3).  The 
net surplus after allowing for deferred 
tax was £7.1m (2007: net deﬁ cit of 
£16.5m).  
The signiﬁ cant improvement in the 
pension fund position is the result of 
improved asset returns, more favourable 
corporate bond rates reducing 
liabilities, £9.7m of contributions and 
a better than expected take up of the 
Company Offer made in December 
2006 to deferred members to leave the 
Scheme.  Those deferred members 
who had accepted the offer by the 
close date of 30 March 2007 were 
transferred to a scheme of their choice 
in this ﬁ nancial year.  In aggregate over 
2,700 deferred members transferred 
out of the Booker Pension Scheme.
Proﬁ t before tax is up 
£7.7m at £36.2m, 
an increase of 
27.0%.
continued
GROUP FINANCE DIRECTOR’S
REPORT Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
9
During the year an agreement was 
reached with the pension fund 
trustees to fund the Scheme Funding 
deﬁ cit of £89m at 30 March 2007 
over a nine year period at £10m per 
annum from April 2008, a reduction 
from the underlying contribution rate 
of £14.5m in the year just ended.
Goodwill
The net book value of goodwill in the 
balance sheet is £423.9m.  Additions 
to goodwill in the year totalled £13.8m 
arising from the reverse acquisition of 
Blueheath Holdings plc.
Capital Structure
The Group ﬁ nances its operations 
through a combination of bank 
borrowings, leases and retained 
proﬁ ts.  Its capital base is structured to 
meet the ongoing requirements of the 
business.  As at 28 March 2008 the 
Group had net debt of £47.2m (2007: 
£76.5m) (note 19).
Included within net debt are £1.1m of 
ﬁ nance leases (2007: £1.5m) relating 
mainly to Information Technology 
equipment.
Borrowing Facilities
The Group has a £89.8m term loan 
which is due to be repaid in total in 
March 2011 and a £161.0m revolving 
credit facility available until March 2010.
The Group’s borrowings are subject 
to covenants set by the lenders.  
Covenant compliance is measured 
quarterly and semi-annually using 
ﬁ nancial results prepared under 
UK GAAP .
The ﬁ nancial covenants are Interest 
Cover , measured by the ratio of earnings 
before interest, tax, depreciation and 
amortisation (‘EBITDA’) to interest, and 
Cash Cover, measured by the ratio of 
cash inﬂ ow to interest.
During the year there were no 
breaches of the covenant limits.  
At 28
 
March 2008 under UK GAAP 
the Group achieved Interest Cover of 
7.3 and Cash Cover of 6.3 comfortably 
exceeding its covenant obligations.  
The Group must have also not 
required its revolving credit facility 
for a total of eight working days within 
the ﬁ nancial year, a target that was 
also exceeded.  
In addition to these ﬁ nancial covenants 
the Group’s borrowing agreements 
include general covenants and 
potential events of default.  The Group 
has complied in all respects with the 
terms of its borrowing agreements at 
the date of this report.  
Interest Rates 
The Group’s hedging policy is to 
maintain the proﬁ le of borrowings 
within a collar of interest rates.  The 
Group currently has an amortising 
interest rate swap at 4.98% for 
£130m expiring in March 2011.  In 
addition there are two option caps 
and a ﬂ oor, also at £130m and an 
option at 4.98% exercisable in March 
2011 for two years. 
Liquidity
As at 28 March 2008 £41.0m was 
held in cash and cash equivalents.  
The Group’s only bank borrowings 
related to the £89.8m term loan.  
The peak level of drawdown on the 
revolving credit facility on a cleared 
basis in the year to 28 March 2008 
was £53.5m (2007: £65m) giving 
a minimum facility headroom in the 
year of £76.0m. At 28 March 2008 
the Group had in issue £31.5m of 
guarantees (2007: £70.5m) leaving 
undrawn facilities of £129.5m.
Jonathan Prentis
Group Finance Director
Earnings per share 
rose to 2.04p.
continued
GROUP FINANCE DIRECTOR’S
REPORT 10
Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
BOARD OF DIRECTORS
10
Richard Rose, 
Non-Executive Chairman 
(Age: 52)
Richard joined Blueheath as deputy 
Chairman in May 2006 and was appointed 
Executive Chairman in September 2006. 
In June 2007, he was appointed Non-
Executive Chairman of the Group. Richard 
was formerly Chief Executive Ofﬁ cer 
of Whittard of Chelsea plc, a multi site 
retailer of tea and coffee which was sold 
to an investee company of Baugur Group 
hf in 2006. Previously he was a Director 
of Hagemeyer (UK) Ltd, a distributor of 
professional products and services, with a 
UK turnover approaching £1 billion through 
360 outlets. Prior to that he had been Chief 
Executive Ofﬁ cer of WF Electrical plc, a fully 
listed electrical distributor, where he created 
a substantial improvement in shareholder 
value. Hagemeyer purchased WF Electrical 
plc in 2000. He was also Non-Executive 
Chairman of AC Electrical Wholesale Ltd 
where he led a very successful growth 
strategy resulting in a very substantial 
increase in shareholder value. The 
business was sold to Wolseley in 2006. 
He is Chairman of Kiotech International plc, 
Non-Executive Chairman of Nanoscience 
Inc. and Executive Chairman of Crawshaw 
Group Plc.
Charles Wilson,
Chief Executive (Age: 42)
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 at Marks and Spencer 
Plc. In 2005 he was appointed as Chief 
Executive of Booker.
Jonathan Prentis, 
Group Finance Director 
(Age: 46)
Jonathan qualiﬁ ed as a chartered 
accountant in 1987 with Deloitte & Touche. 
Jonathan was appointed as Group Finance 
Director of Booker in 2005 after the 
acquisition of The Big Food Group plc. Prior 
to this appointment, Jonathan was Finance 
Director of Woodward Foodservice Ltd and 
then Finance Director of Group Logistics 
within The Big Food Group plc. Prior to 
2003, Jonathan was with TDG plc.
Lord Bilimoria CBE,DL, 
Non-Executive Director 
(Age: 46)
Karan Bilimoria is a Cambridge University 
Law Graduate and a qualiﬁ ed Chartered 
Accountant. He is the founder and Chairman 
of Cobra Beer. He is Chancellor of Thames 
Valley University and an Honorary Fellow of 
Sidney Sussex College, Cambridge. He 
is an Advisory Board Member of Boston 
Analytics and a former Non-Executive 
Director of Brake Brothers. He is also 
Chairman of the UK India Business Council 
and an independent Crossbench Peer in 
the House of Lords.
Andrew Cripps,  
Non-Executive Director 
(Age: 50)
Andrew read Economics at the University of 
Cambridge prior to qualifying as a Chartered 
Accountant with KPMG.  Following twenty 
years with Rothman 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 where he also sits on the audit 
committee.
Hans Kristian Hustad, 
Non-Executive Director 
(Age: 58)
Hans Kristian started his career in the 
Norwegian food and beverage industry in 
the 1970’s. In 1996, he started to work for 
one of the largest food retailers in Norway, 
Reitan Group Ltd, and was responsible 
for the launch of Rema 1000 International 
Ltd on the Oslo Stock Exchange through 
a merger with the listed Narvesen Plc. 
He became a Non-Executive Director of 
Baugur Group when the company was 
launched on the Icelandic Stock Exchange 
in 1999. When Baugur Group hf headed 
the consortium which bought The Big 
Food Group plc in February 2005, he 
became Chairman and Chief Executive 
of Booker. When Charles Wilson became 
Chief Executive of Booker from November 
2005, he continued as Non-Executive 
Chairman, until the reverse takeover of 
Blueheath. He is a Non-Executive Director 
of Hamleys and Wyevale.
Kevin Lyon, 
Non-Executive Director
(Age: 46)
Kevin qualiﬁ ed as a chartered accountant 
in 1985. After two years in merchant 
banking Kevin joined the private equity 
and venture capital business, 3i plc. While 
with 3i, he built and developed several 
successful investment teams across the 
UK and led many transactions in a wide 
range of sectors. Kevin also held a number 
of leadership and management positions 
including Managing Director, UK Private 
Equity. Kevin left 3i plc in 2004 to build a 
portfolio of non-executive interests. Kevin 
is currently Chairman of a number of UK 
companies.
Jim McMahon, 
Non-Executive Director
(Age: 59)
Jim is a founding partner, with Sir Tom 
Hunter, of West Coast Capital and has 
been involved in approximately £5 billion 
of West Coast Capital led deals since 
March 2001. Jim sits on a number of retail 
boards, including House of Fraser and 
Wyevale, providing strategic and ﬁ nancial 
advice. Jim was a Senior Inspector of 
Taxes and then spent sixteen years with 
PricewaterhouseCoopers where he was 
a Tax Partner, a member of the PwC 
Supervisory Board and, prior to joining 
West Coast Capital, headed a national 
team advising some of the UK’s leading 
entrepreneurs and their businesses.
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ANNUAL REPORT & ACCOUNTS 2008
11
CORPORATE GOVERNANCE
11
Principles of Corporate Governance
The Company is committed to high standards of good governance and supports the Combined Code on Corporate Governance (“the 
Code”) published in June 2006 by the Financial Reporting Council. Whilst the Company is not bound by the Code, the Company is 
providing the following information on a voluntary basis. 
The workings of the Board and its committees 
The plc Board
The Company is led and controlled by the Board of Directors (the ‘Board’), chaired by Richard Rose. The Board currently consists of 
two Executive Directors and six Non-Executive Directors, three of whom are considered 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 Board believes that it is appropriate to have a Senior Independent Non-Executive Director and Lord Bilimoria fulﬁ ls 
this role. He is available to shareholders if they have concerns which contact through the normal channels have failed to resolve, or 
for which such contact would be inappropriate.  
The Board believes that it has sufﬁ cient members to contain a balance of experience and skills, but 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 individuals skills and experience are contained in the Directors’ biographies on page 10.
The Board meets regularly, on at least ten scheduled occasions during each year and more frequently if necessary. Following the 
reverse acquisition of Blueheath Holdings plc there were nine scheduled Board meetings, four Audit Committee meetings, one 
Remuneration Committee meeting and one Nomination Committee meeting held in the year under review and the attendance by 
Directors was as follows:
Board Audit Remuneration Nomination
Richard Rose 
1 3
9/9 3/3 1/1 1/1
Charles Wilson 
2 3 4
9/9 4/4 1/1 1/1
Jonathan Prentis 
2
9/9 4/4
Lord Bilimoria 
1
3/4 1/1 1/1
Andrew Cripps 
1
3/4 1/1 1/1 1/1
Hans Kristian Hustad 9/9
Kevin Lyon 9/9 4/4
Jim McMahon 5/9
1
 Independent Director
2
 Not a member of the Audit Committee but attended by invitation
3
 Not a member of the Remuneration Committee but attended by invitation
4
 Not a member of the Nomination Committee but attended by invitation
Richard Rose served on the Audit Committee from 4 June 2007 to 16 January 2008.
Andrew Cripps was appointed to the Audit Committee on 16 January 2008.
The Board keeps the membership of committees under review to ensure gradual refreshing of skills and experience. The Board is 
satisﬁ ed that all Directors have sufﬁ cient time to devote to their roles and that it is not placing undue reliance on key individuals.
The Board has adopted a formal schedule of matters speciﬁ cally reserved for decision by it, thus ensuring that it exercises control 
over appropriate strategic, ﬁ nancial, operational and regulatory issues.  
At these meetings, the Board reviews trading performance, ensures adequate ﬁ nancing, sets and monitors strategy, examines 
investment and acquisition opportunities and discusses reports to shareholders. 
Individual Directors may seek independent advice at the expense of the Company, subject to following an agreed procedure. 
The Company maintains appropriate Directors’ and Ofﬁ cers’ Liability Insurance.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
CORPORATE GOVERNANCE
Information and professional development
The Board is supplied with regular and timely information in a form and of a quality that enables it to discharge its duties. All Directors are 
encouraged to make further enquiries as they feel appropriate of the Executive Directors or management. In addition, Board committees 
are provided with sufﬁ cient resources, plus the power to co-opt such additional support as they may require from time to time, to 
undertake their duties.
All Directors have access to the services of a professionally qualiﬁ ed and experienced Company Secretary, who is responsible for 
information ﬂ ows to the Board and advising the Board on corporate governance matters. This ensures compliance with Board procedure 
and applicable laws and regulation. The Board has responsibilty for the appointment or removal of the Company Secretary.
Audit Committee
Chaired by Kevin Lyon, one of the Non-Executive Directors, the Audit Committee comprises one other Non-Executive, Andrew Cripps 
and has deﬁ ned terms of reference, which are published on the Company’s website.  Charles Wilson, Chief Executive, Jonathan Prentis, 
Group Finance Director, and external auditors attend by invitation. The Audit Committee is primarily responsible for:
ensuring that the ﬁ nancial performance of the group is properly monitored and reported on • 
meeting with the auditors and reviewing reports from the auditors relating to the group’s accounting and internal controls • 
reviewing the effectiveness of the group’s systems of internal control • 
agreeing the terms of appointment and remuneration of the auditors • 
Nomination Committee
The Nomination Committee is chaired by the Chairman, Richard Rose and comprises two other Non-Executive Directors, Lord Bilimoria 
and Andrew Cripps and has deﬁ ned terms of reference, which are published on the Company’s website. Charles Wilson, Chief Executive, 
is invited by invitation. 
The Nomination Committee is responsible for making recommendations on the appointment of additional Directors and for reviewing the 
size, structure and composition of the Board and the membership of Board committees. 
Remuneration Committee
Chaired by Lord Bilimoria, the Senior Non-Executive Director, the Remuneration Committee comprises one other Non-Executive Director, 
Andrew Cripps and has deﬁ ned terms of reference, which are published on the Company’s website. Charles Wilson, Chief Executive, 
is invited by invitation.
The Remuneration Committee is responsible for setting the remuneration and other terms of employment of the Company’s executive 
ofﬁ cers and management and determining and reviewing any share incentive plans. 
The Remuneration Report, which includes details of the Remuneration Committee’s role, Director’s remuneration and pension 
entitlements, together with information on service contracts is set out on pages 14 to 16. Details of Directors’ interests are shown in 
the Director’s Report on page 17.
Executive Committee
The Executive Committee is chaired by Charles Wilson, Chief Executive and comprises Jonathan Prentis, Group Finance Director, and 
other senior members of the management team representing the operational businesses within the Group.  It meets once a month to 
discuss operational matters, compliance, health and safety and trading performance.
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 ﬁ rst Annual 
General Meeting after their appointment and thereafter by rotation at least once every three years. Biographical details of all Directors 
are included on page 10.
In fulﬁ lling their responsibilities, the Directors believe that they govern the Company in the best interests of the shareholders, whilst having 
due regard to the interests of other stakeholders in the Company including clients, employees and suppliers. 
Relations with shareholders
The Code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. The Directors have 
regular and ongoing communication with shareholders throughout the year, by participating in investor roadshows and presentions to 
shareholders. Feedback from these visits is reported to the Board. The Directors also have regular contact with analysts and brokers.
continued
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ANNUAL REPORT & ACCOUNTS 2008
13
The Company maintains a website at www.booker.co.uk which is regularly updated and contains information about the Company.
The Code encourages boards to use the Annual General Meeting to communicate with investors and to encourage their participation. 
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. 
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. A separate resolution will be proposed at the Annual General Meeting 
in respect of each substantially separate issue. The Chairmen of the Audit, Remuneration and Nomination Committees will deal with 
matters relating to those committees.
Internal Controls and Risk Management 
The Board has overall responsibility for the Group’s system of internal control.  Such a system is designed to manage rather than 
eliminate the risk of failure to achieve business objectives, and aims to provide reasonable and not absolute assurance against material 
misstatement.  In order to discharge that responsibility in a matter that ensures compliance with laws and regulations and promotes 
effective and efﬁ cient operations, the Directors have established an organisational structure with clear operating procedures, lines of 
responsibility and delegated authority. 
There is an established framework of internal controls, which is set out in procedures approved by Executive 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. Each member of the Executive Committee has responsibility for speciﬁ c aspects 
of the Company’s affairs.
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 reﬂ ecting this policy.
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.
Investment appraisal
Capital expenditure is regulated by the use of authorisation levels. For all expenditure beyond speciﬁ ed levels, Board approval 
is required.
Internal audit
The Group’s internal audit function reports to the Group Finance Director and monitors the effectiveness of key internal controls.
This report was approved by the Board of Directors on 21 May 2008.
Mark Chilton
Company Secretary
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
REMUNERATION REPORT
This section of the Annual Report and Accounts describes the role and composition of the Remuneration Committee (the “Committee”), 
the Company’s remuneration policy and the arrangements currently in place for remuneration of both Executive and Non-Executive 
Directors. 
The Remuneration Committee
Membership
The Committee comprises Lord Bilimoria (Chairman) and Andrew Cripps.  Prior to their appointment on 16 January 2008, the committee 
members were Richard Rose and Kevin Lyon.
Role of the Committee
The Committee advises the Board and makes recommendations to it about all elements of the remuneration packages of the Executive 
Directors and certain senior executives of the Company.  It recommends the terms of service contracts with Executive Directors and any 
compensation arrangements resulting from the termination by the Company of an Executive Director’s service contract.  The Committee 
also makes recommendations concerning the grant of shares and share options. 
The Committee’s responsibilities are set out in its terms of reference, which are published on the Company’s Website.
Remuneration policy 
The Company wishes to attract, retain and motivate senior management of the requisite quality.  Accordingly, its policy, in a competitive 
market, is to design remuneration packages which, through an appropriate combination of basic salary and bonus, reward senior 
management fairly for their individual contribution.  The Committee’s overall policy is to provide competitive and potentially rewarding 
remuneration packages. The Committee has been reviewing the equity incentives it has in place as it believes that long term incentives 
are an important element of remuneration packages. To this end, the Committee intends to operate a savings-related share option 
scheme which will extend to all employees within the Group, and a long-term incentive plan (the LTIP) which will be extended on a 
discretionary basis to certain employees only. Under the LTIP , employees selected to participate will be entitled to acquire shares for no 
payment at the end of a vesting period (which will normally be three years). Vesting will be subject to continued employment and certain 
performance conditions being satisﬁ ed. In certain circumstances, however, a proportion of awards may vest early. There will be a limit on 
the number of shares that may be issued pursuant to options and awards of 10% of the share capital of the Company. Details of awards 
made under these plans will be disclosed in next year’s Annual Report and Accounts.
Executive Directors’ remuneration
The remuneration package of the Executive Directors includes the following elements:
Basic salary � 
Salaries are normally reviewed annually and any changes are effective from 1 April. 
Bonus � 
Payments under the annual scheme are based upon the achievement of budgeted proﬁ t targets for the Group.  
Pensions � 
The Executive Directors are entitled to a pension contribution at the rate of 15% of pensionable pay to be paid into their own 
personal pension arrangement or the Group personal pension plan, open to all of its permanent employees.  Pensionable pay is 
set at basic salary. 
Details of individual pension arrangements are set out in the table on page 15.
Other beneﬁ ts � 
Beneﬁ ts for executives principally comprise a car (or car allowance), private medical insurance, life cover of four times basic salary, 
critical illness cover of at least twice basic salary and permanent health cover. 
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ANNUAL REPORT & ACCOUNTS 2008
15
External appointments
Executive Directors are not permitted to hold external directorships or ofﬁ ces of other fully listed or AIM listed companies.
Non-Executive Directors’ remuneration
The fees for the Non-Executive Directors are determined by the Board.  The Non-Executive Directors are not involved in any discussions 
or decisions about their own remuneration. 
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.
Details of the fees paid to Non-Executive Directors are set out in the table below.
Sums paid to third parties
No consideration was paid to or became receivable by third parties for making available the services of any person as a Director of the 
Company during the year.
Terms of Appointment
At each Annual General Meeting, one third of Directors are required to retire and stand for re-election. Details of those Directors retiring by 
rotation this year are contained in the notice of Annual General Meeting as enclosed separately with this Annual Report and Accounts.
Service Contracts
The Board’s policy is that service contracts of Executive Directors should provide for termination by the Company on twelve months’ 
notice.  The service contracts of each of the current Executive Directors provide for such a period of notice.
The Non-Executive Directors have letters of appointment for an initial period of 3 years subject to termination on one month’s notice by 
the relevant Director or the company.  These letters are available for inspection at the Company’s registered ofﬁ ce and at the Annual 
General Meeting.
Directors Emoluments
The ﬁ gures below represent the Directors remuneration earned for;
2007: as directors of Giant Topco Limited • 
2008: as directors of Giant Topco Limited up to 3 June 2007 and as directors of Booker Group plc from 4 June 2007 or from date • 
of appointment
Basic Annual bonus Benefits in 
kind
Other Total Pension 
contributions
2008
£’000
2007
£’000
2008
£’000
2007
£’000
2008
£’000
2007
£’000
2008
£’000
2007
£’000
2008
£’000
2007
£’000
2008
£’000
2007
£’000
Executive 
Charles Wilson 505 500 – – – – – – 505 500 76 75
Jonathan Prentis 204 201 72 153 14 14 – – 290 368 28 23
Non-Executive 
Richard Rose 63 – – – – – – – 63 – – –
Lord Bilimoria 12 – – – – – – – 12 – – –
Anderw Cripps 12 – – – – – – – 12 – – –
Hans Kristian Hustad 
1
75 250 – – – – 125 – 200 250 – –
Kevin Lyon 
2
35 35 – – – – 150 – 185 35 – –
Jim McMahon 30 – – – – – – – 30 – – –
Gunnar Sigurdsson – – – – – – – – – – – –
936 986 72 153 14 14 275 – 1,297 1,153 104 98
1
 “Other” represents compenstion for loss of ofﬁ ce on resignation of Chairmanship of Giant Topco Limited
2
 “Other” represents additional fees paid in connection with reverse acquistion
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
REMUNERATION REPORT
With effect from 29 March 2008, the Directors’ basic salaries in relation to the Company will be as follows:
£’000
Exective 
Charles Wilson 510
Jonathan Prentis 206
Non-Executive 
Richard Rose 77
Lord Bilimoria 36
Andrew Cripps 36
Hans Kristian Hustad 36
Kevin Lyon 36
Jim McMahon 36
973
Directors’ Share Interests
The beneﬁ cial interests in the Ordinary shares of the Company of Directors who held ofﬁ ce at the end of the ﬁ nancial year are set out in 
the Directors’ Report on pages 17 and 18.
This report was approved by the Board of Directors on 21 May 2008.
Lord Bilimoria CBE, DL
Chairman of the Remuneration Committee
continued
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ANNUAL REPORT & ACCOUNTS 2008
17
The Directors present their report and audited accounts for the 52 week period ending 28 March 2008.
Business Review
Information fulﬁ lling the requirements of the Business Review is contained in the Chief Executive’s Review and Group Finance 
Director’s Report.
Risk Factors
Commercial Risk
The economy is expected to slow in 2008/09 and the food wholesale market remains very competitive.
Operational Risk
Risk management, health and safety and potential employers’ liability are key parts of the monthly executive meeting agenda.
Financial Risk
The Group manages ﬁ nancial and treasury risk through active working capital and debt management, including liaison with ﬁ nance 
providers.  Monitoring of net debt, banking facilities, cash ﬂ ow and covenants is undertaken at Board level, on a regular basis. 
The Group has a closed deﬁ ned beneﬁ t scheme which, on an IAS19 valuation, is £9.8m in surplus. This position may be affected by 
market movements, investment returns and the longevity of members.  
Key Performance Indicators
The principal KPI’s used to monitor the ﬁ nancial performance of the business are £ gross proﬁ t margin, earnings before interest, tax 
and amortisation relative to plan, stock and cash balances relative to plan and levels of net debt.  Other key non ﬁ nancial measures are 
customer satisfaction and health and safety.  
Results and dividends
The Group recorded a proﬁ t for the period of £29.8m (2007: £10.9m) after deducting exceptional charges of £nil (2007: £1.8m).
The Directors have proposed a dividend of 0.5375p per share. This ﬁ nal dividend will be payable on 11 July 2008 to shareholders on 
the register at the close of business on 6 June 2008.
Directors and their interests
From 4 June 2007 the Directors of Booker Group plc were
as follows:
Charles Wilson   (appointed 4 June 2007)
Jonathan Prentis  (appointed 4 June 2007)
Richard Rose   (held ofﬁ ce throughout the period)
Lord Bilimoria   (appointed 1 December 2007)
Andrew Cripps   (appointed 1 December 2007)
Hans Kristian Hustad  (appointed 4 June 2007)
Kevin Lyon   (appointed 4 June 2007)
Jim McMahon   (appointed 4 June 2007)
The interests of the Directors in the shares of the Company were as follows:
Ordinary Shares in Booker Group plc 
28 March 2008
Ordinary B Shares in Giant Topco Limited
 30 March 2007
Charles Wilson 121,241,986 36,000
Jonathan Prentis 22,863,486 6,800
Lord Bilimoria 200,000 -
Andrew Cripps 200,000 -
Kevin Lyon 200,000 -
On 4 June 2007, each Ordinary B Share in Giant Topco Limited was exchanged for 3,362.2774 Ordinary Shares in Booker Group plc. 
At 28 March 2008 Richard Rose held options over 1.8 million ordinary shares.  The options, which vested on 4 June 2007, the date of 
the reverse acquisition of Blueheath Holdings plc, are exercisable before 7 February 2017 at an option price of 5 pence per share.
DIRECTORS’ REPORT
The Directors of Giant Topco Limited for the period ended 
4 June 2007 were as follows:
Charles Wilson
Jonathan Prentis
Hans Kristian Hustad  (resigned 4 June 2007)
Kevin Lyon  (resigned 4 June 2007)
Jim McMahon   (resigned 4 June 2007)
Gunnar Sigurdsson  (resigned 4 June 2007)
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Substantial interests
In accordance with the Companies Act 1985, the Company has been notiﬁ ed of shareholdings of 3% or more of the shares as at 
21 May 2008.
%
Milton ehf 31.38
Booker employees (excluding Charles Wilson) 14.09
Charles Wilson 8.13
Lansdowne Partners 7.68
Kaupthing Bank hf 6.19
TBH Trading Limited 5.79
Bank of Scotland 4.99
Kevin Stanford 4.42
Artemis Investment Management 3.05
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 ﬁ nancial performance, are communicated in an open and regular way. This is achieved through the use 
of business brieﬁ ngs, newsletters and other less formal communications.
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.
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.
Going concern
The Directors’ having made enquiries, consider that the Company and the Group have adequate resources to continue in operational 
existence for the foreseeable future and, therefore, it is appropriate to continue to adopt the going concern basis in preparing the 
accounts.
Political and charitable contributions
The Group made no political contributions or charitable donations during the period. Staff and Directors have raised £106,000
for Cancer Research and Caravan. In addition donations totalling £66,000 have been made to charities through a ‘Give as you Earn’ 
scheme.
Disclosure of information to auditors
The Directors who held ofﬁ ce at the date of approval of this Directors’ report conﬁ rm that, so far as they are aware, there is no relevant 
audit information of which the Company’s auditors are unaware and each Director has taken all the steps that they ought to have taken 
as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of 
that information. 
Auditors 
On 9 October 2007, Deloitte & Touche LLP resigned as auditors and the Directors appointed KPMG Audit plc. A resolution will be 
proposed at the AGM for the re-appointment of KPMG Audit plc as auditor of the company.
This report was approved by the Board of Directors on 21 May 2008.
Mark Chilton
Company Secretary
DIRECTORS’ REPORT
continued
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ANNUAL REPORT & ACCOUNTS 2008
19
52 weeks ended 28 March 2008 52 weeks ended 30 March 2007
Note
Before 
exceptional 
costs
£m
 Exceptional 
 items
£m 
Total
£m
Before
exceptional 
costs
£m
Reorganisation 
costs and 
professional 
fees (note 6)
£m
Total
£m
Revenue 3,078.2 – 3,078.2 3,009.8 – 3,009.8
Cost of sales 
- excluding IAS 17 
  non cash item (2,985.7) – (2,985.7) (2,926.5) – (2,926.5)
- IAS 17 non cash item 28 (1.4) – (1.4) (1.6) – (1.6)
Total cost of sales (2,987.1) – (2,987.1) (2,928.1) – (2,928.1)
Gross profit 91.1 – 91.1 81.7 – 81.7
Administrative expenses (45.0) – (45.0) (46.0) (1.8) (47.8)
Operating profit 46.1 – 46.1 35.7     (1.8) 33.9
Finance income 7 3.8 – 3.8 10.7 – 10.7
Finance expenses 7 (13.7) – (13.7) (17.9) – (17.9)
Net financing costs 7 (9.9) – (9.9) (7.2) – (7.2)
Profit before tax 4 36.2 – 36.2 28.5 (1.8) 26.7
Tax 8 (6.4) – (6.4) (15.8) – (15.8)
Profit for the period 
attributable to equity 
holders of the company 29.8 – 29.8 12.7 (1.8) 10.9
Basic and adjusted 
basic earnings 
per share (Pence) 9 2.04p – 2.04p 0.94p (0.13p) 0.81p
Diluted and adjusted 
basic earnings 
per share (Pence) 9 2.03p – 2.03p 0.94p (0.13p) 0.81p
CONSOLIDATED INCOME STATEMENT
For the 52 weeks ended 28 March 2008
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Note
52 weeks ended
28 March 2008
£m
52 weeks ended
30 March 2007
£m
Actuarial gain on defined benefit plans 20 23.8 31.4
(March 2007: the actuarial gain is shown net of £12.1m of payments 
to deferred members)
Tax recognised on income and expenses recognised directly in equity 8 (6.6) (13.0)
Effective portion of changes in the fair value of interest rate hedge (2.9) –
Net income recognised directly in equity 14.3 18.4
Profit for the period 29.8 10.9
Total recognised income and expense for the period 44.1 29.3
For the 52 weeks ended 28 March 2008
CONSOLIDATED STATEMENT OF 
RECOGNISED INCOME AND EXPENSE
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ANNUAL REPORT & ACCOUNTS 2008
21
Note
28 March 2008
£m
30 March 2007
£m
ASSETS
Non-current assets
Property, plant and equipment 10 60.2 65.1
Intangible assets 11 423.9 410.1
Retirement benefit assets 20 9.8 –
Deferred tax asset 13 5.6 13.4
499.5 488.6
Current assets
Inventories 14 184.7 176.2
Trade and other receivables 15 54.3 55.0
Cash and cash equivalents 41.0 29.9
Other financial assets 18 - 0.7
280.0 261.8
Total assets 779.5 750.4
LIABILITIES
Current liabilities
Bank overdraft 17 - (18.9)
Other interest bearing loans and borrowings 17 (0.3) (0.6)
Trade and other payables 16 (347.9) (338.9)
Tax (16.5) (11.3)
Other financial liabilities 18 (2.0) -
(366.7) (369.7)
Non-current liabilities
Interest bearing loans and borrowings 17 (87.9) (86.9)
Other payables 16 (27.9) (27.7)
Retirement benefit liabilities 20 - (27.3)
Provisions 21 (42.4) (42.4)
(158.2) (184.3)
Total liabilities (524.9) (554.0)
Net assets 254.6 196.4
EQUITY
Share capital 23 14.9 275.9
Share premium account 22 30.8 16.7
Merger reserve 22 260.8 -
Share option reserve 22 0.2 -
Hedge reserve 22 (1.6) -
Retained earnings 22 (50.5) (96.2)
Total equity attributable to equity holders 254.6 196.4
These ﬁ nancial statements were approved by the board of directors on 21 May 2008 and were signed on its behalf by:
Charles Wilson  Jonathan Prentis 
Director    Director
As at 28 March 2008
CONSOLIDATED BALANCE SHEET
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
52 weeks ended
28 March 2008
£m
52 weeks ended
30 March 2007
£m
Cash flows from operating activities
Profit before income tax 36.2 26.7
Depreciation 16.2 17.4
Finance income (3.8) (10.7)
Finance expenses 13.7 17.9
Increase in inventories (4.4) (8.1)
Decrease in debtors 15.2 8.0
Increase in creditors 1.1 26.7
Decrease in provisions (2.7) (3.5)
Contributions to pension scheme (9.7) (8.3)
Net cash flow from operating activities 61.8 66.1
Net interest paid (9.2) (7.5)
Tax paid – (0.1)
Cash generated from operating activities 52.6 58.5
Cash flows from investing activities
Acquisition of property, plant and equipment (11.0) (6.0)
Sale of property, plant and equipment 0.4 –
Acquisition of subsidiary (11.0) –
Net cash outflow from investing activities (21.6) (6.0)
Cash flows from financing activities
Payment of finance lease liabilities (0.6) (0.4)
Repayment of borrowings (0.4) (73.5)
Net cash outflow from financing activities (1.0) (73.9)
Net increase/(decrease) in cash and cash equivalents 30.0 (21.4)
Cash and cash equivalents at the start of the period 11.0 32.4
Cash and cash equivalents at the end of the period 41.0 11.0
Cash and cash equivalents consist of:
Cash and cash equivalents 41.0 29.9
Bank overdrafts – (18.9)
41.0 11.0
For the 52 weeks ended 28 March 2008
CONSOLIDATED CASH FLOW STATEMENT 
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ANNUAL REPORT & ACCOUNTS 2008
23
NOTES TO THE GROUP FINANCIAL STATEMENTS
1. General information
Overview
Booker Group plc is a company incorporated in the United Kingdom under the Companies Act 1985 (Registration number 05145685). 
The address of the registered ofﬁ ce is Equity House, Irthlingborough Road, Wellingborough, Northants, NN8 1LT. The nature of the 
Group’s operations and its principal activities are set out in the Chief Executive’s Review and Directors’ Report.
Basis of accounting
The group ﬁ nancial statements have been prepared and approved by the directors in accordance with International Financial Reporting 
Standards as adopted by the EU (‘adopted IFRS’). The Company has elected to prepare its parent company ﬁ nancial accounts in 
accordance with UK Generally Accepted Accounting Practice  (‘UK GAAP’); these are presented on pages 50 to 54.
The group ﬁ nancial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”).  The parent 
company ﬁ nancial statements present information about the Company as a separate entity and not about its group.
Reverse acquistion
On 4 June 2007 the Company, then named Blueheath Holdings plc, became the legal parent company of Giant Topco Limited in a 
share-for-share transaction.  Due to the relative values of the companies, the former Giant Topco Limited shareholders became the 
majority shareholders with 90.36% of the enlarged share capital.  As part of the business combination Blueheath Holdings plc changed 
its name to Booker Group plc and changed its accounting reference date to March. Following the transaction the Company’s continuing 
operations and executive management were predominantly those of Giant Topco Limited.
IFRS3 ‘Business Combinations’ deﬁ nes 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 Topco Limited had acquired Blueheath Holdings plc in return for 
consideration equal to the shares issued.
As a consequence of applying reverse acquisition accounting, the results of the Group at 28 March 2008 comprise the results of Giant 
Topco Limited for the 52 weeks ended 28 March 2008 and those of Blueheath Holdings plc from 4 June 2007. The comparative ﬁ gures 
for the Group are those of Giant Topco Limited for the 52 weeks to 30 March 2007.
Transition to Adopted IFRSs
The Group is preparing its ﬁ nancial statements in accordance with Adopted IFRS for the ﬁ rst time and consequently has applied IFRS 1.  
An explanation of how the transition to Adopted IFRSs has affected the reported ﬁ nancial position, ﬁ nancial performance and cash ﬂ ows 
of the Group is provided in note 28.
IFRS 1 grants certain exemptions from the full reporting requirements in the transition year. The following exemptions have been taken 
in these ﬁ nancial statements:
Employee beneﬁ ts (IAS 19): all cumulative actuarial gains and losses have been recognised in equity at transition date. 1. 
Business combinations (IFRS 3): the Group has chosen not to restate business combinations prior to the transition date on an IFRS basis. 2. 
Cumulative translation differences (IAS 21): according to IAS 21, cumulative foreign exchange movements on translation of foreign entities 3. 
on consolidation should be disclosed separately within shareholder’s funds. IFRS 1 allows the Group to not record cumulative translation 
differences arising before the date of transition. The Group has elected to take this exemption and have brought forward a nil balance in 
respect of these translation differences.
Recent accounting developments
IFRS 8 ‘Operating Segments’ has been endorsed by the EU and is effective for accounting periods beginning on or after 1 January • 
2009. It is not expected to have a signiﬁ cant impact on the Group.
IFRIC 14 ‘IAS 19 - The Limit on a Deﬁ ned Beneﬁ t Asset, Minimum Funding Requirements and their Interaction’ was issued in June 2007 • 
but has not yet been adopted for use in the EU. It limits the ability to recognise deﬁ ned beneﬁ t scheme surpluses. In anticipation, the 
basis of recoverability of the pension scheme surplus recognised at 28 March 2008 has been reviewed and the adoption of IFRIC14 
is not expected to impact on the Group’s ability to recognise any pension scheme surplus in future accounting periods.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
1. General information continued
Basis of preparation
The ﬁ nancial statements are presented in Pounds Sterling and rounded to the nearest hundred thousand. They are prepared on the historical cost 
basis except that ﬁ nancial instruments are stated at their fair value. The ﬁ nancial statements for the current and prior period have been prepared for 
a 52 week period to reﬂ ect internal management reporting.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the 
ﬁ nancial and operating policies of an entity so as to obtain beneﬁ ts from its activities. In assessing control, potential voting rights that 
are currently exercisable or convertible are taken into account. The ﬁ nancial statements of subsidiaries are included in the consolidated 
ﬁ nancial statements from the date that control commences until the date that control ceases.
Use of assumptions and estimates
The preparation of accounts in accordance with generally accepted accounting principles requires management to make judgements, 
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be 
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and 
liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in 
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the 
revision affects both current and future periods. 
Some of these policies require a high level of judgement and management and the Audit Committee believes that the most critical 
accounting policies and signiﬁ cant areas of judgement and estimation arise from the accounting for:
IAS19 ‘Employee beneﬁ ts’. Deﬁ ned beneﬁ t schemes are accounted for in accordance with the advice of an independent qualiﬁ ed • 
actuary but signiﬁ cant judgements are required in relation to the assumptions for future salary and pension increases, inﬂ ation, 
investment returns and mortality that underpin their valuations.
 IAS37 ‘Provisions, contingent liabilities and contingent assets’. The Group is party to a number of leases on properties that are no • 
longer required for trading. Whilst every effort is made to proﬁ tably sub-let these properties, it is not always possible. Where a lease 
is onerous to the Group, a provision is established for the difference between amounts contractually payable to the landlord and 
amounts contractually receivable from the tenant (if any) for the period up until the point it is judged that the lease will no longer be 
onerous. In addition, provisions exist for the expected future dilapidation cost on leasehold properties and the expected future costs 
of removing asbestos from leasehold properties. Management believe that their estimates, which are based upon the advice of an 
in house property department who monitor the UK property market, are appropriate. 
 IAS36 ‘Impairment of assets’. In testing for impairment of goodwill, management have made certain assumptions concerning the • 
future development of the business that are consistent with its annual budget and three year plan. Should these assumptions 
regarding the discount rate or growth in the proﬁ tability be unfounded then it is possible that goodwill included in the balance sheet 
could be impaired.
 IAS12 ‘Income Taxes’. In applying the Group’s accounting policy in relation to deferred tax, as set out below, management 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 proﬁ ts. A deferred tax asset is recognised to the extent that management are conﬁ dent that the 
Group’s future proﬁ ts will utilise historical tax assets.
 
2. Accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these group 
ﬁ nancial statements and in preparing an opening IFRS balance sheet at 1 April 2006 for the purposes of the transition to Adopted 
IFRSs.
Revenue recognition
Revenue is recognised when goods are received by the customer and the risks and rewards of ownership have passed to them. 
Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods provided 
in the normal course of business net of discounts and value added tax.  Discounts are accounted for in the period they are earned. 
Provision is made for expected customer returns.
Cost of sales
Cost of sales represents all costs incurred up to the point of sale including the operating expenses of the trading outlets.
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ANNUAL REPORT & ACCOUNTS 2008
25
Supplier rebates
Supplier allowances and credits are recorded as a reduction of cost of sales as they are earned according to the underlying agreement. 
Allowances consist primarily of promotional allowances, quantity discounts and payments under merchandising agreements. Amounts 
received under promotional or other merchandising allowance agreements that require speciﬁ c performance are recognised when the 
performance is satisﬁ ed, the amount is ﬁ xed and determinable and the collection is reasonably assured. 
Expenses
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. 
Where a lease has a minimum ﬁ xed increase, the total minimum lease payments are spread over the lease term. The total amount 
payable over the life of the lease remains unchanged but the timing of the income statement charge changes. The excess of the rent 
charged over the cash payment in any period will be held on the balance sheet within “Accruals and deferred income”.
Lease incentives received are recognised in the income statement as an integral part of the total lease expense. 
Finance lease payments
Minimum lease payments are apportioned between the ﬁ nance charge and the reduction of the outstanding liability. The ﬁ nance 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 ﬁ nancing costs
Net ﬁ nancing costs comprise interest payable, ﬁ nance charges on ﬁ nance leases, interest receivable on funds invested, and gains and 
losses on hedging instruments that hedge risks associated with ﬁ nancing activities that are recognised in the income statement (see 
Financial instruments accounting policy).
Interest income and interest payable is recognised in proﬁ t or loss as it accrues, using the effective interest method.
Business combinations and goodwill
Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the purchase method. Goodwill 
represents amounts arising on acquisition of subsidiaries. In respect of business acquisitions that have occurred since 1 April 2006, 
goodwill represents the difference between the cost of the acquisition and the fair value of the net identiﬁ able assets acquired.  Identiﬁ able 
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. 
IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition period.  The Group elected not to restate 
business combinations that took place prior to 1 April 2006.  In respect of acquisitions prior to 1 April 2006, goodwill is included on 
the basis of its deemed cost, which represents the amount recorded under UK GAAP which was broadly comparable save that only 
separable intangibles were recognised and goodwill was amortised.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. 
Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that 
are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-
monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange rates 
ruling at the dates the fair value was determined.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
2. Accounting policies continued
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.
Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classiﬁ ed as ﬁ nance 
leases.  Where land and buildings are held under leases the accounting treatment of the land is considered separately from that of the 
buildings.  Leased assets acquired by way of ﬁ nance lease are stated at an amount equal to the lower of their fair value and the present 
value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses.  
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of 
property, plant and equipment. Freehold land is not depreciated. The estimated useful lives are as follows:
Leasehold improvements lesser of the unexpired term of the lease and 50 years • 
Plant and equipment 5-25 years • 
Motor vehicles 4 years • 
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average principle and includes certain 
warehousing and distribution costs incurred in bringing the inventory to their existing location less supplier volume rebates. Net realisable 
value is the estimated selling price less the estimated costs of disposal.
Impairment of assets excluding goodwill
The carrying values of all 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.
Financial instruments
The Group uses ﬁ nancial instruments to hedge its exposure to interest rate risks arising from ﬁ nancing activities and they are stated at fair 
value. The Group currently has an amortising interest rate swap at 4.98% for £130m expiring in March 2011.  In addition there are two 
option caps and a ﬂ oor, also at £130m and an option at 4.98% exercisable in March 2011 for two years.  The fair value is the estimated 
amount the Group would receive or pay to terminate these instruments at the balance sheet date, taking into account current interest 
rates and the current creditworthiness of the instruments’ counterparties. Changes in the fair value, that are designated as effective 
hedges of the future volatility, are recognised directly in equity. The ineffective portion is recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. 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 ﬂ ows.
Interest bearing borrowings
Interest bearing borrowings are recognised in the balance sheet at amortised cost. Costs associated with arranging a bank facility or 
loan are recognised in the income statement over the life of the facility or loan. All other borrowing costs are recognised in the income 
statement in the period in which they are incurred.
Classiﬁ cation of ﬁ nancial instruments issued by the Group
Following the adoption of IAS 32, ﬁ nancial 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 ﬁ nancial assets or to exchange ﬁ nancial assets or 
ﬁ nancial 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 ﬁ xed amount of cash or other ﬁ nancial assets for a ﬁ xed number of its own equity instruments.
To the extent that this deﬁ nition is not met, the proceeds of issue are classiﬁ ed as a ﬁ nancial liability.  Where the instrument so classiﬁ ed 
takes the legal form of the company’s own shares, the amounts presented in these ﬁ nancial statements for called up share capital and 
share premium account exclude amounts in relation to those shares.  
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ANNUAL REPORT & ACCOUNTS 2008
27
Finance payments associated with ﬁ nancial liabilities are dealt with as part of ﬁ nance expenses.  Finance payments associated with 
ﬁ nancial instruments that are classiﬁ ed in equity are treated as distributions and are recorded directly in equity.
Employee beneﬁ ts
Deﬁ ned contribution plans
Obligations for contributions to deﬁ ned contribution pension plans are recognised as an expense in the income statement as 
incurred.
Deﬁ ned beneﬁ t plans
The Group’s net obligation in respect of deﬁ ned beneﬁ t pension plans is calculated by estimating the amount of future beneﬁ t that 
employees have earned in return for their service in the current and prior periods; that beneﬁ t is discounted to determine its present 
value, and the fair value of any plan assets (at bid price) is deducted. The liability discount rate is the yield at the balance sheet date 
on AA credit rated bonds that have maturity dates approximating to the terms of the Group’s obligations. The calculation is performed 
by a qualiﬁ ed actuary using the projected unit credit method.
All actuarial gains and losses as at 1 April 2006, the date of transition to Adopted IFRSs, 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 into equity through the 
statement of recognised income and expense.
Where the calculation results in a beneﬁ t to the Group, the asset recognised is limited to the present value of any future refunds from 
the plan or reductions in future contributions to the plan.
The expected return on pension scheme assets (recorded net of the costs to administer the scheme) and the interest on pension 
scheme liabilities are shown in net ﬁ nance costs within the income statement.
Short-term beneﬁ ts
Short-term employee beneﬁ t 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 proﬁ t-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.
Share based payments
The Group has issued equity settled share based payments. The fair value is measured using an option valuation model, taking into 
account the terms and conditions upon which the options were granted. This fair value is 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.
The dilutive effect of outstanding options is reﬂ ected as additional share dilution in the computation of earnings per share.
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 outﬂ ow of economic beneﬁ ts will be required to settle the obligation. If the effect is material, provisions 
are determined by discounting the expected, risk adjusted, future cash ﬂ ows at a pre-tax risk-free rate.
Dividends
Dividends proposed by the Board of Directors and unpaid at the period end are not recognised in the ﬁ nancial statements until they 
have been approved by shareholders at the Annual General Meeting.
Taxation
Tax expense included in the Income Statement comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the 
balance sheet date, and any adjustment to tax payable in respect of previous periods.
Tax is recognised in the income statement except to the extent it relates to items recognised directly in equity, in which case it is 
recognised in equity.
Deferred tax is provided using the Balance Sheet liability method, providing for temporary differences between the carrying amounts 
of assets and liabilities for ﬁ nancial 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.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
2. Accounting policies continued 
Deferred tax liabilities and deferred tax assets are only recognised to the extent that, following an assessment of the quantum and 
timing of future taxable proﬁ ts, it is probable that future taxable proﬁ ts will be available against which deductible temporary differences 
can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and the amount which is recognised is increased 
or reduced to the extent that it is then probable or no longer probable that sufﬁ cient taxable proﬁ ts 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.
3. Segmental reporting
The Group operates as a wholesale business in one geographical segment, the United Kingdom.
4. Proﬁ t before tax
This is stated after charging:
2008
£m
2007
£m
Operating lease rentals – land and buildings (payable) 38.5 37.5
                                 – land and buildings (non cash) 1.4 1.6
39.9 39.1
Operating lease rentals – plant and machinery 5.9 5.5
Depreciation of property, plant and equipment 16.2 17.4
During the period the Group incurred the following costs for services provided by the Company’s auditors:
Audit of these financial statements 0.1 0.1
Audit of financial statements of subsidiaries pursuant to legislation 0.2 0.2
Other services relating to taxation 0.2 0.3
0.5 0.6
In addition to the above, £0.3m (2007: £nil) was paid to the auditors relating to corporate ﬁ nance transactions in respect of the reverse 
acquisition of Blueheath Holdings plc and this has been capitalised.
5. Staff numbers and costs
The average number of persons employed by the group (including directors) during the period, was as follows:
2008
Number
2007
Number
Branch and distribution 7,779 7,778
Administration 634 567
8,413 8,345
The aggregate payroll costs of these persons were as follows:
2008
£m
2007
£m
Wages and salaries 125.2 123.4
Social security costs 11.0 11.1
Other pension costs 3.0 3.1
139.2 137.6
Details of directors’ remuneration are provided in the Remuneration Report.
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ANNUAL REPORT & ACCOUNTS 2008
29
6. Exceptional items
2008
£m
2007
£m
Business restructuring costs – 0.6
Professional fees in respect of pensions – 1.2
Total exceptional charge – 1.8
Business restructuring costs relate to redundancy costs.
During the prior period, the Group undertook two exercises with the objective of reducing the risk in relation to its deﬁ ned beneﬁ t 
pension scheme (see note 20), and incurred £1.2m of professional fees as a consequence.
7. Finance income and expense
2008
£m
2007
£m
Expected return on pension scheme assets (35.8) (40.2)
Interest on pension liabilities 32.2 34.7
(3.6) (5.5)
Interest receivable and similar income – (1.6)
Net gain on re-measurement of interest rate swap to fair value (0.2) (3.6)
Finance income (3.8) (10.7)
Interest on bank loans and overdrafts 9.4 12.6
Loan note interest – 0.1
Other interest payable 0.1 0.3
Unwinding of discount on provisions 2.5 2.6
Amortisation of financing costs 1.7 2.3
Finance expense 13.7 17.9
Net financing costs 9.9 7.2
8. Tax
i) Recognised in the income statement
2008
£m
2007
£m
Arising in respect of current period
Current tax – 9.0
Deferred tax 6.0 6.8
6.0 15.8
Arising in respect of prior periods
Understatement of prior period 5.2 –
Benefit of recognition of deferred tax asset (4.8) –
0.4 –
Total tax charge 6.4 15.8
UK corporation tax is calculated at 30% (2007: 30%) of the estimated assessable proﬁ t for the period. 
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
8. Tax continued
ii) Reconciliation of effective tax rate
The differences between the total tax charge shown above and the amount calculated by applying the standard rate of UK corporation 
tax to the proﬁ t before tax is as follows:
2008
£m
2007
£m
Profit before tax 36.2 26.7
Tax using the current UK corporation tax rate of 30% 10.9 8.0
Non deductible expenses 1.0 1.2
Reversal of previously unrecognised temporary differences (5.9) (2.4)
Recognition of deferred tax on prior period temporary differences (4.8) –
Tax in respect of former overseas businesses 5.2 9.0
Total tax charge 6.4 15.8
Effective tax rate 17.7% 59.2%
iii) Tax recognised directly in equity
2008
£m
2007
£m
Deferred tax credit/(charge) on:
Retirement benefit obligations (7.1) (13.0)
Interest rate hedge 0.5 –
(6.6) (13.0) 
9. Earnings per share
2008 2007
Earnings
£m
 Weighted
average 
shares 
Number m 
Earnings 
per share 
Pence
Earnings
£m
 Weighted
average 
shares 
Number m 
Earnings
per share
Pence
Basic earnings 29.8 1,462.8 2.04 10.9 1,344.3 0.81
Share options – 4.7 (0.01) –––
Diluted earnings 29.8 1,467.5 2.03 10.9 1,344.3 0.81
As described in note 1, this transaction has been accounted for as a reverse acquisition.
To enable a meaningful comparison, the weighted average number of shares for the current and prior period have been based on the 
1,344,910,958 new shares issued on 4 June 2007.
The actual Giant Topco Limited shares in issue in the period from 1 April 2006 to 30 March 2007 have been proportionately applied 
to the 1,344,910,958 shares deemed to be in issue at 4 June 2007 to derive a weighted average number of shares for the period 
to 30 March 2007.
The 143,488,122 of Blueheath Holdings plc shares in issue just prior to the reverse acquisition are deemed to have been issued on 
3 June 2007 and have been used to calculate the weighted average number of shares for the period to 28 March 2008. 
In aggregate, the number of shares in issue at 28 March 2008 are 1,488,399,080 (see note 23).
The share options relate to options that were granted by Blueheath Holdings plc prior to the reverse acquisition (see note 24).
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ANNUAL REPORT & ACCOUNTS 2008
31
10. Property, plant & equipment
Freehold
£m
Long
 Leasehold 
£m
Short
Leasehold 
£m
Plant & 
Equipment 
£m
Motor 
Vehicles 
£m
Total 
£m
Cost
At 31 March 2006 1.1 2.4 35.2 195.5 16.6 250.8
Additions – 0.3 0.3 5.4 – 6.0
Disposals – – (0.1) (0.1) (0.9) (1.1)
Reclassifications (0.5) 0.8 0.3 (0.6) – –
At 30 March 2007 0.6 3.5 35.7 200.2 15.7 255.7
Additions – 1.4 – 9.6 – 11.0
Disposals – – – (0.7) (6.5) (7.2)
Reclassifications – 0.4 – (0.4) – –
Acquisition of business – – 0.4 2.1 1.0 3.5
At 28 March 2008 0.6 5.3 36.1 210.8 10.2 263.0
Depreciation
At 31 March 2006 – 0.3 18.4 143.0 13.4 175.1
Provided during the period – 0.1 1.6 14.3 1.4 17.4
Disposals – – – (0.1) (0.9) (1.0)
Assets written off – – – (0.9) – (0.9)
At 30 March 2007 – 0.4 20.0 156.3 13.9 190.6
Provided during the period – 0.2 1.5 13.7 0.8 16.2
Disposals – – – (0.7) (6.1) (6.8)
Acquisition of business – – 0.4 1.9 0.5 2.8
At 28 March 2008 - 0.6 21.9 171.2 9.1 202.8
Net book value
At 28 March 2008 0.6 4.7 14.2 39.6 1.1 60.2
At 30 March 2007 0.6 3.1 15.7 43.9 1.8 65.1
At 31 March 2006 1.1 2.1 16.8 52.5 3.2 75.7
The cost of freehold properties includes land of £0.5m (2007: £0.5m) on which depreciation is not provided.
The net book value of plant and equipment includes £1.1m (2007: £1.4m) in respect of assets held under ﬁ nance leases.  
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
11. Intangible assets
Goodwill
£m
Cost and net book value
At 31 March 2006 and 30 March 2007 410.1
Recognised on acquisition in the period (see note 12) 13.8
At 28 March 2008 423.9
The principal remaining element of unamortised goodwill relates to the acquisition of The Big Food Group Ltd.
During the period, management has carried out an impairment test for the goodwill carried in the balance sheet. No impairments were 
identiﬁ ed as a result of the review. All of the recoverable amounts were based on value in use. 
The key assumptions applied in the value in use calculations were:
cash ﬂ ow projections based on management approved budget for 2009 and plan for 2010; • 
the weighted average cost of capital (“WACC”) of the Group is 10.3%; • 
long-term forecast growth rates applied from 2010 onwards. • 
12. Acquisition of subsidiary
On 4 June 2007, Giant Topco Limited completed the reverse acquisition of Blueheath Holdings plc in a share-for-share transaction. 
The consideration was £20.6m, reﬂ ecting the fair value of the acquired business having a market value of 9.75p at the date of 
acquisition and transaction costs of £6.6m. Following the acquisition, the borrowings of £4.4m were repaid, giving a total cash outﬂ ow 
of £11.0m. The acquisition had the following effect on the Group’s assets and liabilities:
Acquiree’s 
book values 
£m
Fair value 
adjustments 
£m
Accounting
 policy 
£m
Acquisition
amounts 
£m
Property, plant and equipment 0.8 (0.1) - 0.7
Stocks 4.5 – (0.4) 4.1
Trade and other receivables 15.8 (0.5) (0.8) 14.5
Interest-bearing borrowings (4.4) – – (4.4)
Trade and other payables (7.9) – – (7.9)
Provisions – – (0.2) (0.2)
Net identifiable assets and liabilities 8.8 (0.6) (1.4) 6.8
Goodwill on acquisition 13.8
Consideration 20.6
Fair value of the 143,488,122 ordinary shares issued 14.0
Transaction costs 6.6
20.6
The fair value adjustments reﬂ ect:
- a writedown of obsolete ﬁ xed assets
- a writedown of a speciﬁ c debtor
The accounting policy adjustments reﬂ ect alignment of group policies in relation to:
- stock provisions
- trade debtor provisions
- property provisions
The goodwill arising on acquisition is attributed to the anticipated proﬁ tability and the future operating synergies arising in the 
enlarged group.
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ANNUAL REPORT & ACCOUNTS 2008
33
The proﬁ t and loss account of the Blueheath Group can be summarised as follows:
43 weeks to
 28 March 2008
£m
52 weeks to
28 March 2008
Note (a)
£m
Turnover 78.8 98.2
Retained loss (1.7) (2.1)
(a) Before making adjustments for fair value (£0.6m) and accounting policy adjustments (£1.4m).
13. Deferred tax assets and liabilities
Recognised deferred tax assets/(liabilities)
The following are the major deferred tax assets/(liabilities) recognised by the Group:
Decelerated 
tax 
depreciation
£m
Retirement
benefit
obligations 
IAS 19
£m
Property
leases
IAS17
£m
Financial
instrument
IAS 39
£m
Total
£m
At 31 March 2006 – 30.6 2.6 – 33.2
Credit/(charge) to the income statement – (6.8) – – (6.8)
Credit/(charge) to equity – (13.0) – – (13.0)
At 30 March 2007 – 10.8 2.6 – 13.4
Credit/(charge) to the income statement 4.8 (6.4) 0.4 – (1.2)
Credit/(charge) to equity – (7.1) – 0.5 (6.6)
At 28 March 2008 4.8 (2.7) 3.0 0.5 5.6
The deferred tax assets and liabilities have been offset as disclosed above.
Unrecognised deferred tax assets
Based on an assessment of the quantum and timing of future taxable proﬁ ts, deferred tax assets have not been recognised in respect 
of the following:
2008
£m
 2007
£m
Property, plant and equipment 6.5 18.7
Tax losses 13.5 6.3
Surplus ACT carried forward 30.0 30.0
50.0 55.0
Change in corporate tax rate
On 26 June 2007 the Finance Bill was approved, whereby the UK standard rate of taxation was reduced from 30% to 28% with effect 
from 1 April 2008. As such, all ﬁ gures above are stated using the corporate tax rate of 28%.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
14. Inventories 
2008
£m
 2007
£m
Goods held for resale 184.7 176.2
The amount of inventories recognised as an expense during the period was £2,987.1m (2007: £2,928.1m).
15. Trade and other receivables
2008
£m
 2007
£m
Trade receivables 31.3 26.0
Allowance for doubtful debts (3.4) (2.4)
27.9 23.6
Prepayments and accrued income 26.4 31.4
54.3 55.0
Trade receivables of £27.9m (2007: £23.6m), which for the Group at the balance sheet date comprise principally amounts receivable 
from the sale of goods, together with amounts due from rebates are classiﬁ ed as loans and receivables in note 18.
16. Trade and other payables
i) Current  
2008
£m
 2007
£m
Trade payables 297.8 287.8
Other taxes and social security costs 14.5 10.6
Other payables 6.6 5.5
Accruals and deferred income 29.0 35.0
347.9 338.9
ii) Non-Current  
2008
£m
 2007
£m
Accruals and deferred income 27.9 27.7
Trade payables, other taxes and social security costs and other payables of £318.9m (2007: £303.9m) are classiﬁ ed under ﬁ nancial 
liabilities in note 18.
The non-current accruals and deferred income relate mainly to the IFRS adjustments described in note 28: lease incentives and 
guaranteed minimum lease payments.
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ANNUAL REPORT & ACCOUNTS 2008
35
17. Interest bearing loans and borrowings
a) Summary
2008
£m
 2007
£m
Bank loans 89.8 89.8
Bank overdraft – 18.9
Finance leases 1.1 1.5
Loan notes 1.1 1.7
92.0 111.9
Less: unamortised arrangement fees (3.8) (5.5)
88.2 106.4
Current liabilities 0.3 19.5
Non-current liabilities 87.9 86.9
88.2 106.4
b) Borrowings repayable
2008
£m
 2007
£m
On demand or within one year 2.0 21.2
Between one and two years 0.2 0.7
Between two to five years 89.8 90.0
92.0 111.9
c) Facilities available and maturity
2008
£m
 2007
£m
Bank loan repayable in March 2011 89.8 89.8
Undrawn revolving credit facility available until March 2010 129.5 179.5
d) Obligations under ﬁ nance leases
2008
£m
 2007
£m
The maturity of these amounts is as follows:
Within one year 0.9 0.6
Between one and two years 0.2 0.7
Between two to five years – 0.2
1.1 1.5
e) Interest rates
2008 2007
Bank loans and revolving credit facility LIBOR +2.0% LIBOR +1.5%
The increase in margin relates to a contractual ratchet which was triggered in 2007 when the Group exceeded cashﬂ ow targets. 
There are no further contractual changes to the margin.
f) Guarantees and security
The bank loans and revolving credit facility are secured against the assets of the Group. There are cross guarantees between group 
companies.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
18. Financial instruments 
Details of signiﬁ cant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the 
basis on which income and expenses are recognised, in respect of each class of ﬁ nancial asset, ﬁ nancial liability and equity instrument 
are disclosed in note 2.
The carrying value and fair values of ﬁ nancial instruments are as follows:
Note
2008 
£m
2007
£m
Financial assets:
Loans and other receivables a 27.9 23.6
Cash and cash equivalents 41.0 29.9
Other financial assets b – 0.7
68.9 54.2
Financial liabilities:
Other financial liabilities b (2.0) –
Borrowings c (92.0) (111.9)
Trade and other payables a (318.9) (303.9)
Property guarantees d (4.0) (4.0)
(416.9) (419.8)
Loans and other receivables represent amounts receivable from the sale of goods, together with amounts due from rebates (as described 
in note 15).
Fair values have been calculated as follows:
a) amortised cost 
b) estimated by discounting estimated future cash ﬂ ows based on the applicable yield curves derived from quoted interest rates
c) based on discounted expected future principal and interest cash ﬂ ows
d) estimated by discounting estimated future cash ﬂ ows based on the terms and maturity and risk of each guarantee crystallising
The following is an analysis of the undiscounted contractual cash ﬂ ows payable under ﬁ nancial 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
2008
Financial instruments – 0.7 0.2 – –
Borrowings 2.0 0.2 89.8 – –
Trade and other payables 318.9––––
320.9 0.9 90.0 – –
2007
Financial instruments (0.3) (0.3) (0.3) (0.2) 0.8
Borrowings 21.2 0.7 0.2 89.8 –
Trade and other payables 303.9––––
324.8 0.4 (0.1) 89.6 0.8
It is not possible to quantify the timing of the cash ﬂ ows relating to the property guarantees.
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ANNUAL REPORT & ACCOUNTS 2008
37
Credit risk
The Group is predominantly a cash sales business with low levels of trade receivables in comparison to total sales for the year and 
has no signiﬁ cant 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 veriﬁ cation procedures. The Group has an accounting policy to 
provide for certain overdue trade receivables based on past experience, and believe that there are no signiﬁ cant unprovided overdue 
ﬁ nancial assets.
Liquidity risk
The Group will ﬁ nance operations and growth from existing cash resources, ﬁ nance leases and committed borrowing facilities to 
ensure the constant availability of an appropriate amount of reasonably priced funding to meet both current and future forecast 
requirements.
Interest rate risk
The Group is exposed to interest rate risk as it has bank borrowings with a ﬂ oating interest rate. This risk is managed by the use of 
interest rate contracts so that the exposure is either on a ﬁ xed rate basis or is subject to movements within predeﬁ ned limits. The 
Group is party to:
an interest swap at 4.98% with a notional value of £130m maturing in 2011 • 
cap and ﬂ oor options with a notional value of £130m maturing in 2011 which provide a cap and collar • 
an option at 4.98% with a notional value of £130m, exercisable in March 2011 for 2 years • 
2008
£m
 2007
£m
Interest rate swap designated and effective as cash flow hedging instrument 0.3 -
Interest rate options carried at fair value through profit and loss account (2.3) 0.7
Current (liabilities)/asset (2.0) 0.7
The movement in the fair value is as follows:
At start of period 0.7
Effective portion of changes in the fair value of interest rate hedge (2.9)
Net gain on re-measurement of interest rate swap to fair value recorded through income statement 0.2
At end of period (2.0)
A table showing the period cash ﬂ ows associated with the interest rate contracts is shown on page 36.
The impact on the income statement is considered to be equivalent to the impact on cash ﬂ ows.
Sensitivity analysis has been based on the exposure to interest rates on the borrowings that were outstanding at the balance sheet 
date. Due to the terms of the cap and ﬂ oor options, together with the size of the swap in comparison to the year end debt, if interest 
rates were 1.0% higher, the interest charge would have been lower by £0.3m and if interest rates were 1.0% lower, the interest charge 
would also have been lower by £0.3m. 
Capital risk 
The Group’s objectives when managing capital are:
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and • 
beneﬁ ts for other stakeholders; and
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. • 
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in 
the light of changes in economic conditions and the risk characteristics of the underlying assets. In assessing the level of capital all 
components of equity are taken into account (i.e. share capital and retained earnings). The Group has £47.2m of net debt as at 28 
March 2008 and is not subject to externally imposed capital requirements. Management of capital therefore focuses around its ability 
to generate cash from its operations.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital 
to shareholders, issue new shares, or sell assets to raise funds. The Group believes it is meeting its objectives for managing capital 
as funds are available for reinvestment where necessary as well as being in a position to make returns to shareholders where this is 
felt appropriate.
 
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
18. Financial instruments continued
Foreign currency risk
Less than 1% of purchases are denominated in foreign currencies and all sales are denominated in sterling. The directors do not 
consider that the Group has signiﬁ cant exposure to movements in foreign exchange and the Group does not hold any foreign 
exchange contracts.
19. Analysis of net debt
At 
30 March 2007
£m
Debt acquired 
on acquisition
£m
Cash flow
 £m
Non cash
items
£m
At
28 March 2008
£m
Cash and cash equivalents 29.9 – 11.1 – 41.0
Overdrafts (18.9) – 18.9 – –
11.0 – 30.0 – 41.0
Loan notes (1.7) – 0.6 – (1.1)
Finance leases (1.5) – 0.4 – (1.1)
Bank loans (89.8) (4.4) 4.4 – (89.8)
Unamortised arrangement fees 5.5 – – (1.7) 3.8
(87.5) (4.4) 5.4 (1.7) (88.2)
Net debt (76.5) (4.4) 35.4 (1.7) (47.2)
Included within the opening cash and cash equivalents is £4.2m held in an Escrow account which could only be used to pay deferred 
members leaving the pension scheme. 
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months 
or less. The carrying amount of these assets approximates to their fair value.
20. Post employment beneﬁ ts
The Group operates a variety of post employment beneﬁ t arrangements, covering both funded deﬁ ned beneﬁ t and funded deﬁ ned 
contribution schemes to provide beneﬁ ts to both full-time and part-time employees. 
Deﬁ ned contribution schemes
Pension contributions of £3.0m (2007: £3.1m) were charged to deﬁ ned contribution schemes in the period. Included within accruals 
is £0.3m (2007: £0.3m) of outstanding pension contributions.
Deﬁ ned beneﬁ t schemes
The deﬁ ned beneﬁ t scheme (The Booker Group Pension Scheme – the “Scheme”) is a funded pension arrangement based on ﬁ nal 
salary and was closed to new entrants in October 2001 with beneﬁ ts ceasing to accrue from July 2002. However, active members’ 
beneﬁ ts retain a link to their ﬁ nal salaries. The assets of the scheme are held separately from those of the Group and are invested by 
independent fund managers appointed by the Trustees.  The beneﬁ t obligations as at 28 March 2008 have been calculated by an 
independent actuary on an IAS 19 basis using membership data obtained from the 31 March 2007 triennial actuarial valuation which 
has then been updated to 28 March 2008.
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ANNUAL REPORT & ACCOUNTS 2008
39
a) Major assumptions used by the actuary  
2008 2007
Discount rate 6.40% 5.40%
Rate of increase in salaries 4.80% 4.50%
Pension increases 3.30% 3.00%
Inflation 3.30% 3.00%
Expected rate of return on scheme assets
Equities 8.00% 8.00%
Corporate bonds 5.80% 5.30%
Other 5.25% 5.25%
Following analysis of mortality trends of the Scheme, which was carried out as part of the latest triennial actuarial assessment, it was 
decided to update the mortality assumptions by adopting the mortality tables PA92c2025 (2007: PA92c2015) for future pensioners and 
PA92c2015 (2007: PA92c2005) for current pensioners. Illustrative life expectancies are set out below:
2008 2007
Member age 65 retiring immediately (current pensioner) Male 19.4 18.5
Female 22.4 21.4
Member age 40 retiring at 65 (future pensioner) Male 20.2 19.4
Female 23.1 22.4
(b) The amounts recognised in the balance sheet 
              2008                2007
£m % £m %
Equities 197.1 38% 272.9 44%
Corporate bonds 315.2 61% 315.9 51%
Other 4.5 1% 31.0 5%
Total fair value of scheme assets 516.8 100% 619.8 100%
Present value of scheme liabilities (507.0)  (647.1)
Surplus/(deficit) in the scheme 9.8 (27.3)
(c) Movement in the fair value of scheme assets
2008
£m
 2007
£m
At start of period 619.8 626.9
Employer contributions 9.7 8.3
Current service cost 0.4 0.4
Member contributions – –
Expected return on pension scheme assets 35.8 40.2
Actuarial losses (47.2) (19.4)
Benefits paid (101.7) (36.6)
At end of the period 516.8 619.8
The expected rate of return on assets is a weighted average based on actual assets held by the Scheme and the respective returns 
expected on the separate asset classes and then deducting the expected administration costs borne by the Group. The expected rate 
of return on equities is set with reference to the expected long term return taking into account the expected out performance of equities 
over bonds. The expected return on bonds is measured directly from actual market yields for government and corporate bonds at the 
balance sheet date. Expected returns on cash are measured with reference to the Bank of England base rate.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
NOTES TO THE GROUP FINANCIAL STATEMENTS
continued
20. Post employment beneﬁ ts continued
(d) Movement in the present value of deﬁ ned beneﬁ t obligations in the period
2008
£m
 2007
£m
At start of period (647.1) (711.5)
Current service cost (0.4) (0.4)
Interest on pension scheme liabilities (32.2) (34.7)
Actuarial gains 59.3 25.1
Experience gains 11.7 37.8
Benefits paid 101.7 36.6
At end of the period (507.0) (647.1)
(e) Movement in the scheme net (liability)/asset during the period
2008
£m
 2007
£m
At start of period (27.3) (84.6)
Employer contributions 9.7 8.3
Current service cost 0.4 0.4
Member contributions – –
Credit recognised in the income statement 3.2 5.1
Actuarial gain recognised in equity 23.8 43.5
At end of the period 9.8 (27.3)
(f) Amounts recognised in the income statement
2008
£m
 2007
£m
Expected return on pension scheme assets 35.8 40.2
Interest on pension scheme liabilities (32.2) (34.7)
Credited to finance income 3.6 5.5
Current service cost – charged to administrative expenses (0.4) (0.4)
Total credited in the income statement 3.2 5.1
(g) Cumulative actuarial gains and losses recognised in equity
2008
£m
 2007
£m
At start of period 121.6 78.1
Actuarial gain recognised in equity 23.8 43.5
At end of the period 145.4 121.6
These cumulative gains reﬂ ect the total recognised since the acquisition of The Big Food Group plc by Giant Topco Limited in February 
2005.
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ANNUAL REPORT & ACCOUNTS 2008
41
(h) Actual return on scheme assets 
2008
£m
 2007
£m
Expected return 35.8 40.2
Actuarial losses (47.2) (19.4)
(11.4) 20.8
(i) Historical information
2008
£m
2007
£m
2006
£m
2005 
£m
Fair value of scheme assets 516.8 619.8 626.9 544.1
Actuarial value of liability (507.0) (647.1) (711.5) (679.3)
Surplus/(deficit) in the scheme 9.8 (27.3) (84.6) (135.2)
Difference between actual and 
expected return on assets (47.2) (19.4) 62.9 (2.0)
Percentage of scheme assets (%) 9.1% 3.1% 10.0% 0.4%
Experience gains/(losses) on 
scheme liabilities 11.7 37.8 (0.2) 0.1
Percentage of scheme liabilities (%) 2.3% 5.8% – –
(j) Contributions to be paid
The Scheme and Group have agreed a schedule of contributions for the next 8 years (up to March 2016) of £10m per annum.
During the prior period, the Group decided to reduce some of the risk in relation to its deﬁ ned beneﬁ t pension scheme by implementing 
two separate projects:
Deferred members were offered a payment, equal to the discount on the transfer value due to the scheme being underfunded, from the • 
company if they opted to transfer out of the scheme to a new or existing scheme of their choice;
Current pensioners were offered the option to change the way their beneﬁ ts were received by way of a one off increase in their pension • 
in return for foregoing all non statutory future annual increases.  In addition, the pension scheme rules were amended to allow future 
pensioners the option of exchanging future pension increases at retirement.
Whilst the latter project ﬁ nished in March 2007, the former project only completed in December 2007. Subsequently, more people were 
transferred than previously expected and an additional gain has been booked in the current period.
All members of the scheme have historically had the right to transfer out of the scheme and all pensioners included in the exercise were 
given the option to remain in the scheme.  The Directors are of the view that the £2.5m gain that has arisen (2007: £25.6m) can be 
treated as an experience gain within actuarial gains and recorded direct to reserves as the number of deferred members transferring out 
as a result of the exercise is greater than that assumed in previous valuations.
As the payments made by the Group to deferred members transferring out of the scheme are closely linked to the actuarial gain arising 
and do not relate to the ongoing wage cost of current employees, the Directors are of the view that it is appropriate to record the charge 
of £nil (2007: £12.1m) direct to reserves in line with the accounting for the actuarial gain.
The £10.6m gain which arose in 2007 from the exercise with current pensioners results in a change in the way beneﬁ ts can be taken, 
rather than a change in beneﬁ ts.  The Group have therefore recorded the gain that has arisen direct to reserves, an accounting treatment 
which is consistent with that adopted for the gains arising out of A Day.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
20. Post employment beneﬁ ts continued
The breakdown of the actuarial gains can be summarised as follows:
2008
£m
 2007
£m
Experience gains
Deferred members 2.5 25.6
Pensioner increase exercise – 10.6
Other gains 9.2 1.6
11.7 37.8
Change in actuarial assumptions
Future pensioners accepting increase – 3.8
Changes in market indices 59.3 21.3
59.3 25.1
The Trustees agreed to waive pension contributions to the value of the total cash payments. However, the monthly contributions 
continued to be paid by the Group into an Escrow account. At the period end, there is £nil (2007: £4.2m) in this account and it has been 
included within “cash and cash equivalents”.
The prior period includes exceptional costs of £1.2m which relates to professional fees incurred to implement these arrangements.
The J Eversheds Pension and Life Assurance Scheme is a legacy pension scheme for which the Group is ultimately responsible.  There 
are no outstanding liabilities in respect of the scheme and the advisors are currently determining how the remaining cash surplus of circa 
£1m will be distributed.  No amounts have been recognised in respect of the asset.
21. Provisions 
Property provisions
£m
Other
£m
Total
£m
At 30 March 2007 38.4 4.0 42.4
Charged/(released) to income statement – – –
Unwinding of discount 2.5 – 2.5
Utilised (2.7) – (2.7)
Acquisitions 0.2 – 0.2
At 28 March 2008 38.4 4.0 42.4
The property provisions principally relate to:
the onerous leases on leasehold 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 program of removal
Property provisions are discounted at 7.0% (2007: 7.0%), being the average yield for industrial properties and are expected to be utilised 
over the terms of the leases, with approximately £3.0m expected to be utilised in the year to March 2009.
Other provisions relate to third party property guarantees, for which the timing and quantum of payments is uncertain.
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ANNUAL REPORT & ACCOUNTS 2008
43
22. Reconciliation of movement in capital and reserves
Share 
capital
£m
Share
 premium
£m
Merger
 reserve
£m
Share 
option 
reserve
£m
Hedge
 reserve
£m
Retained
 earnings
£m
Total
£m
Balance at 31 March 2006 275.9 16.7 – – – (125.5) 167.1
Total recognised income 
and expense – – – – – 29.3 29.3
Balance at 30 March 2007 275.9 16.7 – – – (96.2) 196.4
Reverse acquisition capital 
adjustment (261.0) 14.1 260.8 0.2 – – 14.1
Total recognised income 
and expense – – – – (2.4) 46.5 44.1
Reserves reclassification – – – – 0.8 (0.8) –
Balance at 28 March 2008 14.9 30.8 260.8 0.2 (1.6) (50.5) 254.6
The merger reserve represents the capital adjustment required to reserves to effect the reverse acquisition.
The share option reserve comprises the fair value of outstanding share options charged to the proﬁ t and loss account.
The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash ﬂ ow hedging instruments 
related to hedged transactions that have yet to occur.
23. Share capital
2008
£m
Authorised
2,000,000,000 ordinary shares of £0.01 each 20.0
Allotted, called up and fully paid
1,488,399,080 ordinary shares of £0.01 each 14.9
On 4 June 2007, the Company issued 1,344,910,958 ordinary shares of £0.01 each in respect of the reverse acquisition. The 
holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at 
meetings of the Company.
The share capital in the Group balance sheet at 30 March 2007 reﬂ ected that of Giant Topco Limited prior to the reverse acquisition. 
This represented:
£’000
4,000,000 ordinary A1 shares of £0.01 each 40
7,200,000 ordinary A2 shares of £0.01 each 72
99,151 ordinary B shares of £0.01 each  1
113
1,004,218 preference B shares of £1.00 each 1,004
1,358,649 preference C shares of £1.00 each 1,359
273,437,133 preference D shares of £1.00 each 273,437
275,913
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
24. Share options
Prior to the acquisition of Giant Topco Limited by Blueheath Holdings plc, Blueheath Holdings plc had granted a number of share options 
to qualifying staff.  Due to the accounting for the transaction as a reverse acquisition, information for the comparative period in these 
consolidated ﬁ nancial statements are those of Giant Topco Limited which had no share options in issue.  Therefore no share options 
have been reﬂ ected for the comparative period. The share options issued by Blueheath Holdings plc have been accounted for in these 
consolidated ﬁ nancial statements from the date of the reverse acquisition, when all outstanding options vested.  Since the reverse 
acquisition no further options have been granted or exercised.
The number of options exercisable at 28 March 2008, together with the option price and expiry date are as follows:
Number of options Option price Expiry date
5,600,000 5.0 pence February 2017
168,625 80.475 -110.0 pence 2014-2015
5,768,625
Details of the share options granted by the parent company, prior to the reverse acquisition, are included in note 8 to the company 
balance sheet.
25. Operating leases
The Group leases a number of trading properties under operating leases. The leases are typically of 20 to 25 years duration, although 
some have lessee only break clauses. Lease payments are reviewed as contracted and increases applied accordingly. The Group also 
leased certain items of plant and equipment. 
Operating lease payments represent rentals payable by the Group for certain of its retail, distribution and ofﬁ ce properties and other 
assets such as motor vehicles. The leases have varying terms, escalation clauses 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
2008
£m
2007
£m
2008
£m
2007
£m
Within one year 43.7 43.4 2.0 1.6
Within two to five years 182.1 180.0 3.8 2.0
After five years 465.9 510.0 - -
691.7 733.4 5.8 3.6
26. Capital commitments
The outstanding commitments at 28 March 2008 in respect of contracted capital expenditure not provided for amounted to approximately 
£1.5m (2007: £0.3m).
27. Related party transactions
In August 2005, the Group sold its interest in Woodward Foodservice Limited and its associated subsidiaries to GWW 677 Limited which 
had certain common owners with Giant Topco Limited. In the prior period, the ﬁ nal instalment of £4.3m was received.
Only members of the Board of Directors are deemed to be key management personnel. It is the Board who have responsibility for 
planning, directing and controlling the activities of the Group. Board compensation is disclosed in the Remuneration Report.
During the year, there were no material transactions or balances between the Group and its key management personnel or members 
of their close family.
continued
NOTES TO THE GROUP FINANCIAL STATEMENTS
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ANNUAL REPORT & ACCOUNTS 2008
45
28. Explanation of transition to Adopted IFRSs 
As stated in note 1, these are the Group’s ﬁ rst consolidated ﬁ nancial statements prepared in accordance with Adopted IFRSs.
The accounting policies set out in note 2 have been applied in preparing the ﬁ nancial statements for the period ended 28 March 2008, 
the comparative information presented in these ﬁ nancial statements for the period ended 30 March 2007 and in the preparation of an 
opening IFRS balance sheet at 1 April 2006 (the Group’s date of transition).
In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in ﬁ nancial statements prepared in 
accordance with its old basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP to Adopted IFRSs has 
affected the Group’s ﬁ nancial position, ﬁ nancial performance and cash ﬂ ows is set out in the following tables and the notes.
Explanation of the IFRS adjustments
a) Goodwill arising on Business Combinations
Previously goodwill on acquisitions was capitalised and amortised over its useful economic life. Under IFRS 3 “Business Combinations”, 
amortisation is no longer charged, instead goodwill is tested for impairment annually and again where indicators are deemed to exist.
b) Lease incentives
Under UK GAAP, lease incentives are spread over the period to the next market rent review. Under SIC 15 “Operating Leases - 
Incentives”, these are spread over the term of the lease.
c) Interest Rate Swap
The Group has an interest rate swap to manage its interest rate risk. Under UK GAAP, the derivative was not included on the balance 
sheet. However under IAS 39 “Financial Instruments: Recognition and Measurement”, the derivative is required to be recognised at fair 
value and movements in this are charged to the income statement.
d) Financial Guarantees
Under UK GAAP , the Group disclosed certain third party property guarantees as a contingent liability. Under IAS 39 “Financial Instruments: 
Recognition and Measurement”, these are a ﬁ nancial liability and are required to be measured and recognised at fair value. These 
property guarantees are included within “Provisions” on the balance sheet.
e) Guaranteed minimum lease payments
Following a detailed review of property leases, it was identiﬁ ed that the Group has a number of leases that contain minimum rental 
uplifts at predetermined rent review dates. The International Financial Reporting Interpretations Committee (‘IFRIC’) has clariﬁ ed that it is 
necessary to account for these increases on a straight-line basis over the life of the lease. Previously, the Group charged such increases 
to the income statement in the year they arose. The total amount payable over the life of the lease remains unchanged but the timing of 
the income statement charge changes. The excess of the rent charged over the cash payment in any period will be held on the balance 
sheet in “Trade and other payables”.
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Reported 
under
UK GAAP
£m
IFRS adj 
a
£m
IFRS adj 
b
£m
IFRS adj 
c
£m
IFRS adj 
e
£m
Restated 
under IFRS
£m
Revenue 3,009.8–––– 3,009.8
Cost of sales – excluding IAS 17  
                      non cash item (2,923.3) – (3.2) – – (2,926.5)
                   – IAS 17 non 
                     cash item –––– (1.6) (1.6)
Total cost of sales (2,923.3) – (3.2) – (1.6) (2,928.1)
Gross profit 86.5 – (3.2) – (1.6) 81.7
Administrative expenses
 – normal       (46.0) ––––       (46.0)
 – goodwill amortisation (21.6) 21.6––––
 – exceptional items: professional   
    fees re: pension scheme (1.2) –––– (1.2)
 – exceptional items:   
    restructuring costs         (0.6) ––––         (0.6)
Total administrative expenses (69.4) 21.6––– (47.8)
Operating profit 17.1 21.6 (3.2) – (1.6) 33.9
Finance income 7.1 – – 3.6 – 10.7
Finance expenses (17.9) –––– (17.9)
Net financing costs (10.8) – – 3.6 – (7.2)
Profit before tax 6.3 21.6 (3.2) 3.6 (1.6) 26.7
Tax (15.8) –––– (15.8)
(Loss)/profit for the period 
attributable to equity holders 
of the parent (9.5) 21.6 (3.2) 3.6 (1.6) 10.9
For the 52 weeks ended 30 March 2007
RECONCILIATION OF PROFIT
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ANNUAL REPORT & ACCOUNTS 2008
47
As at 30 March 2007
RECONCILIATION OF STATEMENT OF 
RECOGNISED INCOME AND EXPENSE
Reported 
under
UK GAAP
£m
IFRS adj 
a
£m
IFRS adj 
b
£m
IFRS adj 
c
£m
IFRS adj 
e
£m
Restated 
under IFRS
£m
Actuarial gain on defined benefit 
plans (The actuarial gain is shown 
net of £12.1m of payments to 
deferred members) 31.4–––– 31.4
Tax recognised on income and 
expenses recognised directly
in equity (13.0) –––– (13.0)
Net income recognised directly 
in equity 18.4–––– 18.4
(Loss)/profit for the period (9.5) 21.6 (3.2) 3.6 (1.6) 10.9
Total recognised income 
and expense for the period 
attributable to equity holders 
of the parent 8.9 21.6 (3.2) 3.6 (1.6) 29.3
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Reported 
under
UK GAAP
£m
IFRS adj 
a
£m
IFRS adj 
b
£m
IFRS adj 
c
£m
IFRS adj 
d
£m
IFRS adj 
e
£m
Restated 
under IFRS
£m
ASSETS
Non-current assets
Property, plant and equipment 65.1 – – – – – 65.1
Intangible assets 388.5 21.6 – – – – 410.1
Deferred tax asset 10.8 – – – – 2.6 13.4
464.4 21.6 – – – 2.6 488.6
Current assets
Inventories 176.2 – – – – – 176.2
Trade and other receivables 55.0 – – – – – 55.0
Cash and cash equivalents 29.9 – – – – – 29.9
Other financial assets – – – 0.7 – – 0.7
261.1 – – 0.7 – – 261.8
Total assets 725.5 21.6 – 0.7 – 2.6 750.4
LIABILITIES
Current liabilities
Bank overdraft (18.9) – – – – – (18.9)
Other interest bearing loans and 
borrowings (0.6) – – – – – (0.6)
Trade and other payables (342.1) – 3.2 – – – (338.9)
Tax (11.3) – – – – – (11.3)
(372.9) – 3.2 – – – (369.7)
Non-current liabilities
Other interest bearing loans and 
borrowings (86.9) – – – – – (86.9)
Other payables (8.6) – (9.8) – – (9.3) (27.7)
Employee benefits (27.3) – – – – – (27.3)
Provisions (38.4) – – – (4.0) – (42.4)
(161.2) – (9.8) – (4.0) (9.3) (184.3)
Total liabilities (534.1) – (6.6) – (4.0) (9.3) (554.0)
Net assets 191.4 21.6 (6.6) 0.7 (4.0) (6.7) 196.4
EQUITY
Capital and reserves
Share capital 275.9 – – – – – 275.9
Share premium account 16.7 – – – – – 16.7
Retained earnings (101.2) 21.6 (6.6) 0.7 (4.0) (6.7) (96.2)
Total equity attributable to 
equity holders 191.4 21.6 (6.6) 0.7 (4.0) (6.7) 196.4
NB – The above UK GAAP numbers have been adjusted into IFRS format (in accordance with IAS1)
As at 30 March 2007
RECONCILIATION OF EQUITY
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ANNUAL REPORT & ACCOUNTS 2008
49
As at 31 March 2006 (Opening balance sheet for IFRS)
RECONCILIATION OF EQUITY
Reported 
under
UK GAAP
£m
IFRS adj 
b
£m
IFRS adj 
c
£m
IFRS adj 
d
£m
IFRS adj 
e
£m
Restated 
under IFRS
£m
ASSETS
Non-current assets
Property, plant and equipment 75.7 – – – – 75.7
Intangible assets 410.1 – – – – 410.1
Deferred tax asset 30.6 – – – 2.6 33.2
516.4 – – – 2.6 519.0
Current assets
Inventories 168.1 – – – – 168.1
Trade and other receivables 63.0 – – – – 63.0
Cash and cash equivalents 32.4 – – – – 32.4
263.5 – – – – 263.5
Total assets 779.9 – – – 2.6 782.5
LIABILITIES
Current liabilities
Trade and other payables (300.4) 3.2 – – – (297.2)
Other interest bearing loans and borrowings (30.2) – – – – (30.2)
Tax (2.4) – – – – (2.4)
(333.0) 3.2 – – – (329.8)
Non-current liabilities
Other interest bearing loans and borrowings (127.0) – – – – (127.0)
Other payables (13.5) (6.6) – – (7.7) (27.8)
Employee benefits (84.6) – – – – (84.6)
Provisions (39.3) – – (4.0) – (43.3)
Other financial liabilities – – (2.9) – – (2.9)
(264.4) (6.6) (2.9) (4.0) (7.7) (285.6)
Total liabilities (597.4) (3.4) (2.9) (4.0) (7.7) (615.4)
Net assets 182.5 (3.4) (2.9) (4.0) (5.1) 167.1
EQUITY
Capital and reserves
Share capital 275.9 – – – – 275.9
Share premium account 16.7 – – – – 16.7
Retained earnings (110.1) (3.4) (2.9) (4.0) (5.1) (125.5)
Total equity attributable to equity holders 182.5 (3.4) (2.9) (4.0) (5.1) 167.1
NB – The above UK GAAP numbers have been adjusted into IFRS format (in accordance with IAS1)
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
COMPANY BALANCE SHEET
As at 28 March 2008
Note 28 March 2008
£m
4 March 2007
£m
Fixed assets
Investments 4 53.4 33.4
Debtors 5 10.0 –
Creditors due within one year 6 (6.6) (0.1)
Net current assets/(liabilities) 3.4 (0.1)
Net assets 56.8 33.3
Capital and reserves
Called-up share capital 7 14.9 1.4
Share premium account 9 30.8 30.8
Share option reserve 9 0.2 0.1
Profit and loss account 9 10.9 1.0
Shareholders’ funds 10 56.8 33.3
These ﬁ nancial statements were approved by the board of directors on 21 May 2008 and were signed on its behalf by:
Charles Wilson  Jonathan Prentis 
Director   Director
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ANNUAL REPORT & ACCOUNTS 2008
51
NOTES TO THE COMPANY FINANCIAL STATEMENTS
1. Accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the 
ﬁ nancial statements.
Basis of preparation
The accounts have been prepared under the historical cost convention in accordance with applicable United Kingdom Accounting 
Standards.  
Investments
Investments are stated at cost less any provision for impairment in value. The carrying values of investments are reviewed for impairment 
if events or changes in circumstances indicate the carrying values may not be recoverable.
Share based payments
The Company has issued equity settled share based payments. The fair value is measured using an option valuation model, taking into 
account the terms and conditions upon which the options were granted. This fair value is 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.
2. Proﬁ t and loss account
In accordance with the exemption permitted by section 230 of the Companies Act 1985, the proﬁ t and loss account of the company is 
not presented separately. The proﬁ t recognised for the 56 weeks ended 28 March 2008 was £9.9m (52 weeks ended 3 March 2007: 
proﬁ t £0.4m).
The audit fee for the Company was borne by another group undertaking without recharge (2007: £0.1m).
3. Staff numbers and costs
56 weeks ended
28 March 2008
Number
52 weeks ended
3 March 2007
Number
The average number of employees were as follows:
Directors 7 7
Employee costs relate entirely to directors which in the current period have been fully borne by other group undertakings and in the prior 
period have been partly borne by other group undertakings. Amounts expensed by the company are as follows:
£’000 £’000
Salaries and fees – 217
Directors’ emoluments paid by the company and subsidiary undertakings in respect of their roles as Directors of the Group are 
as follows:
£’000 £’000
Emoluments 1,009 493
Pension contributions 89 –
1,098 493
The amounts in respect of the highest paid director are as follows:
£’000 £’000
Emoluments 421 121
Pension contributions 63 –
484 121
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
4. Investments
Shares in subsidiary
 undertakings
£m
Loan to subsidiary 
undertakings
£m
Total
£m
Cost and net book value
At start of period 9.0 24.4 33.4
Additions 20.0 – 20.0
At end of period 29.0 24.4 53.4
The addition in the year relates to the acquisition of Giant Topco Limited.
The Company’s principal subsidiary undertakings at 28 March 2008, all of which are wholly owned and registered in the United Kingdom 
are as follows:
Name of company  Principal activities
Booker Limited  Wholesaler
Booker Direct Limited (formerly Blue Heath Direct Limited) * Wholesaler
C.T.M. Wholesale Limited * Wholesaler
A.C. Ward & Son Limited * Wholesaler
Giant Topco Limited * Intermediate holding company
* Direct subsidiary of Booker Group plc
Full details of all group subsidiary undertakings are included in the Company’s annual return ﬁ led with Companies House.
5. Debtors 
2008
£m
2007
£m
Amounts owed by group undertakings 10.0 –
Amounts owed by group undertakings are interest free, unsecured and payable on demand.
6. Creditors due within one year 
2008
£m
2007
£m
Amounts owed to group undertakings
6.6 –
Other creditors
– 0.1
6.6 0.1
Amounts owed to group undertakings are interest free, unsecured and payable on demand.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
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ANNUAL REPORT & ACCOUNTS 2008
53
7. Share capital 
2008
£m
2007
£m
Authorised
2,000,000,000 (2007: 200,000,000) ordinary shares of £0.01 each 20.0 2.0
Allotted, called up and fully paid
1,488,399,080 (2007: 143,488,122) ordinary shares of £0.01 each 14.9 1.4
On 4 June 2007, the Company issued 1,344,910,958 ordinary shares of £0.01 each in respect of the acquisition of Giant Topco 
Limited.
8. Share options
The Company has a number of share option schemes for employees of the group. Options are exercisable at various prices shown 
below. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the 
employee leaves the group before exercise. The following options have all fully vested, but are still to be exercised:
Number of options Option price Expiry date
5,600,000 5.0 pence February 2017
168,625 80.475 -110.0 pence 2014-2015
5,768,625
2008 2007
Number of share
options
Weighted average
exercise price
Number of share
options
Weighted average
exercise price
Outstanding at beginning of period 5,768,625 0.08 1,626,580 1.44
Granted –– 5,600,000 0.05
Forfeited –– (1,457,955) 1.2426
Outstanding at end of period 5,768,625 0.08 5,768,625 0.08
Exercisable at end of period 5,768,625 152,375
The fair value of the options were estimated at the date of grant using a Black-Scholes model which used the following assumptions:
2008 2007
Weighted average share/exercise price – £0.05
Expected volatility – 52%
Expected life – 6.5 years
Risk free rate – 5.15%
Expected dividends – 0%
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
9. Reserves 
Share 
capital
£m
Share 
premium 
account
£m
Share 
option 
reserve
£m
Profit 
and loss 
account
£m
Total
£m
At start of period 1.4 30.8 0.1 1.0 33.3
Retained profit for the period – – – 9.9 9.9
Share option charge – – 0.1 – 0.1
Issue of share capital 13.5––– 13.5
At end of period 14.9 30.8 0.2 10.9 56.8
10. Reconciliation of movement in shareholders’ funds 
2008
£m
2007
£m
Profit for the period 9.9 0.4
Issue of share capital (net of issue costs) 13.5 8.6
Share option reserve 0.1 –
Shareholders’ funds at the start of the period 33.3 24.3
Shareholders’ funds at the end of the period 56.8 33.3
11. Related party transactions
The company has taken advantage of the exemption under FRS 8 ‘Related Party Transactions’ not to provide details of related party 
transactions with other Group companies, as the Company ﬁ nancial statements are presented together with the consolidated Group 
ﬁ nancial statements.
12. Contingent liabilities
The company has cross guaranteed the borrowings of other subsidiaries in the Group which at the period end amounted to £66.2m.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
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ANNUAL REPORT & ACCOUNTS 2008
55
The directors are responsible for preparing the Annual Report and the group and parent company ﬁ nancial statements in accordance 
with applicable law and regulations.
Company law requires the directors to prepare group and parent company ﬁ nancial statements for each ﬁ nancial period.  As required by 
the AIM Rules of the London Stock Exchange they are required to prepare the group ﬁ nancial statements in accordance with IFRSs as 
adopted by the EU and applicable laws and have elected to prepare the parent company ﬁ nancial statements in accordance with UK 
Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).
The group ﬁ nancial statements are required by law and IFRSs as adopted by the EU to present fairly the ﬁ nancial position and the 
performance of the group; the Companies Act 1985 provides in relation to such ﬁ nancial statements that references in the relevant part 
of that Act to ﬁ nancial statements giving a true and fair view are references to their achieving a fair presentation.
The parent company ﬁ nancial statements are required by law to give a true and fair view of the state of affairs of the parent company.
In preparing each of the group and parent company ﬁ nancial statements, the directors are required to:
select suitable accounting policies and then apply them consistently; • 
make judgments and estimates that are reasonable and prudent; • 
for the group ﬁ nancial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; • 
for the parent company ﬁ nancial statements, state whether applicable UK Accounting Standards have been followed, subject to any • 
material departures disclosed and explained in the ﬁ nancial statements; and
prepare the ﬁ nancial statements on the going concern basis unless it is inappropriate to presume that the group and the parent • 
company will continue in business. 
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the ﬁ nancial 
position of the company and enable them to ensure that its ﬁ nancial statements comply with the Companies Act 1985. They have 
general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and 
detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and ﬁ nancial information included on the company’s 
website. Legislation in the UK governing the preparation and dissemination of ﬁ nancial statements may differ from legislation in other 
jurisdictions. 
 
 
in respect of the Annual Report and the Financial Statements
STATEMENT OF DIRECTORS’ RESPONSIBILTIES
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Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
to the members of Booker Group plc
INDEPENDENT AUDITORS’ REPORT
We have audited the group and parent company ﬁ nancial statements (the ‘’ﬁ nancial statements’’) of Booker Group plc for the 52 weeks 
ended 28 March 2008 which comprise the Group Income Statement, the Group and Parent Company Balance Sheets, the Group Cash 
Flow Statement, the Group Statement of Recognised Income and Expense and the related notes. These ﬁ nancial statements have been 
prepared under the accounting policies set out therein.
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act 1985 and, 
in respect of reporting on corporate governance, on terms that have been agreed. Our audit work has been undertaken so that we 
might state to the company’s members those matters we are required to state to them in an auditor’s report and reporting on corporate 
governance, those matters that we have agreed to state to them in our report, and for no other purpose. To the fullest extent permitted 
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the group ﬁ nancial statements in accordance with applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by the EU, and for preparing the parent company ﬁ nancial statements 
in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the 
Statement of Directors’ Responsibilities on page 55.
Our responsibility is to audit the ﬁ nancial statements in accordance with relevant legal and regulatory requirements and International 
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the ﬁ nancial statements give a true and fair view and whether the ﬁ nancial statements have been 
properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the 
Directors’ Report is consistent with the ﬁ nancial statements. The information given in the Directors’ Report includes that speciﬁ c information 
presented in the Operating and Financial Review that is cross referred from the Business Review section of the Directors’ Report.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the 
information and explanations we require for our audit, or if information speciﬁ ed by law regarding directors’ remuneration and other 
transactions is not disclosed.
We read the other information contained in the Annual Report and consider whether it is consistent with the audited ﬁ nancial statements. 
We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the 
ﬁ nancial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices 
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁ nancial statements. 
It also includes an assessment of the signiﬁ cant estimates and judgments made by the directors in the preparation of the ﬁ nancial 
statements, and of whether the accounting policies are appropriate to the group’s and company’s circumstances, consistently applied 
and adequately closed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order 
to provide us with sufﬁ cient evidence to give reasonable assurance that the ﬁ nancial statements are free from material misstatement, 
whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation 
of information in the ﬁ nancial statements.
Opinion
In our opinion:
the group ﬁ nancial statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of the state of the group’s • 
affairs as at 28 March 2008 and of its proﬁ t for the period then ended; 
the parent company ﬁ nancial statements give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, • 
of the state of the parent company’s affairs as at 28 March 2008;
the ﬁ nancial statements have been properly prepared in accordance with the Companies Act 1985; and • 
the information given in the Directors’ Report is consistent with the ﬁ nancial statements. • 
KPMG Audit Plc
Chartered Accountants
Registered Auditor
Manchester         
21 May 2008
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Business Proﬁ le 2
Chairman’s Statement 3
Chief Executive’s Review 4
Group Finance Director’s Report 7
Board of Directors 10
Corporate Governance 11
Remuneration Report 14
Directors’ Report 17
Consolidated Income Statement 19
Consolidated Statement of Recognised 
Income and Expense 20
Consolidated Balance Sheet 21
Consolidated Cash Flow Statement 22
Notes to the Group Financial Statements 23
Company Balance Sheet  50
Notes to the Company Financial Statements 51
Statement of Directors’ Responsibilities 55
Independent Auditors Report
to the Members of Booker Group plc 56
Directors and Professional Advisers 57
FOR THE YEAR ENDED 28 MARCH 2008
Booker is the UK’s leading food wholesaler.
We supply 258,000 catering businesses and 72,000 independent retailers.
We operate from 172 cash and carry branches throughout the United Kingdom.
ANNUAL REPORT & ACCOUNTS
Notes: In the Highlights, Business Proﬁ le, Chairman’s Statement, Chief Executive’s Review and Group Finance Director’s Report Operating Proﬁ t in 2005/06 is stated 
under UK GAAP before goodwill, impairment and exceptional items.  Figures stated for 2006/07 are before an exceptional charge of £1.8m.
Any forward looking statements made throughout this document represent management’s best judgement as to what may occur in the future. However, the group’s 
actual results for the current and future ﬁ scal periods and corporate developments will depend on a number of economic, competitive and other factors, some of 
which will be outside the control of the group. Such factors could cause the group’s actual results for future periods to differ materially from those expressed in any 
forward looking statements made in this document.
104093 Inner cover.indd   ii 5/6/08  
Booker Group plc
ANNUAL REPORT & ACCOUNTS 2008
Directors
Richard Rose
Non-Executive Chairman
Charles Wilson
Chief Executive
Jonathan Prentis
Group Finance Director
Lord Karan Bilimoria
Non-Executive Director
Andrew Cripps
Non-Executive Director
Hans Kristian Hustad
Non-Executive Director
Kevin Lyon
Non-Executive Director
Jim McMahon
Non-Executive Director
Company Secretary
Mark Chilton
Registered Ofﬁ ce
Equity House
Irthlingborough Road 
Wellingborough, Northants NN8 1LT
Registered Number 
05145685 (England)
Website 
www.booker.co.uk
Bankers 
Bank of Scotland plc
155 Bishopsgate 
London EC2M 3YB
Auditors
KPMG Audit plc
St James’ Square,
Manchester M2 6DS
Nominated Adviser and Broker
Investec
2 Gresham Street
London  EC2V 7QP
Solicitors
Allen & Overy LLP
One Bishops Square
London  W1 6AO
Registrars 
Computershare Investor Services plc
PO Box 82
The Pavillions
Bridgwater Road
Bristol, BS99 2NH
Financial PR
Tulchan Communications Group
Sixth Floor, Kildare House
3 Dorset Rise
London EC4Y 8EN
DIRECTORS AND PROFESSIONAL ADVISERS
  1 5/6/08   10:27:54
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BOOKER GROUP PLC
ANNUAL REPORT & ACCOUNTS 2008
BOOKER GROUP PLC.
Equity House
Irthlingborough Road 
Wellingborough
Northants NN8 1LT
www.booker.co.uk
ANNUAL REPORT & ACCOUNTS 2008