www.kleenezeplc.co.uk
Kleeneze plc, Farepak House, Westmead Drive, Swindon SN5 7YZ
Annual Report 
& Accounts 2003
plc
Kleeneze plc  Annual Report & Accounts 2003 Contents
01 Highlights
02 Chairman’s statement
04 Year at a glance
06 Chief Executive’s review
12 Financial review
14 Corporate social responsibility report
15 Directors
16 Directors’ remuneration report
20 Report of the Directors
24 Statement of Directors’ responsibilities
25 Independent Auditors’ report 
to the members of Kleeneze plc
26 Consolidated profit and loss account
Kleeneze is a specialist retail business, operating in
niche markets. Our business streams have many
processes in common – procurement, sales techniques,
distribution and fulfilment – and are characterised by
the wide range of products available and the enthusiasm
and dedication of their people.
Our strategy is to continue to build on these synergies,
and to ensure that, with strong central support, our
businesses take full advantage of the opportunities
that are clearly available.
27 Consolidated balance sheet
28 Company balance sheet
29 Consolidated cash flow statement
29 Reconciliation of net cash flow 
to movement in net debt
30 Consolidated statement of total 
recognised gains and losses
30 Reconciliation of shareholders’ funds
31 Notes forming part of the financial 
statements
51 Advisers
51 Financial calendar
52 Notice of meeting
The paper used in this report is made from ecological pulp sourced from sustainable forests.
It contains no acid, a low chlorine content and is completely biodegradable and recyclable.
Designed and produced by College Design London +44 (0)20 7457 2020 Kleeneze plc 
Annual Report & Accounts 2003
01
Financial highlights
Highlights
year ended 30th April 2003
The Kleeneze Group operates two direct to the home
retailing businesses using common skills:
Kleeneze UK provides good value, everyday products
through catalogues delivered direct to the home by
self-employed distributors covering the UK and Ireland.
Farepak provides Christmas hampers, gifts and
shopping vouchers on a monthly instalment basis
through catalogues distributed by independent agents
across the UK. Farepak operates under two brands,
Farepak Food & Gifts and an associated company,
Home Farm Hampers.
2003 2002
Continuing activities £m £m Increase
Turnover 164.1 154.5 6.2%
Profit before interest and taxation 8.5 7.1 19.7%
Earnings per ordinary share excluding exceptional items (pence) 12.70 10.98 15.7%
Earnings per ordinary share (pence) 15.08 10.98 37.3%
2003 2002
Group £m £m
Turnover 198.2 212.6
(Loss)/profit before interest and taxation (35.8) 6.3
(Loss)/earnings per ordinary share (pence) (74.71) 8.52 Kleeneze plc 
Annual Report & Accounts 2003
02
Chairman’s statement
Chairman’s
statement
Disposal of DMG
On 24th July 2003, we announced the
disposal of DMG, our display marketing
business, to Premier Direct Group plc
(“Premier”) for up to £3.8 million in 
cash plus 190,763 shares in Premier,
valuing the total consideration at up 
to £4.1 million. £1.0 million cash was
received on 24th July and the balance 
is receivable in five instalments ending
on 30th April 2005. The retention of the
shares in Premier should allow our
shareholders to benefit from any upside
arising out of the combination of the 
two businesses.
During the year ended 30th April 2003
DMG made an operating loss of 
£10.8 million before impairment of
goodwill (2002: profit of £1.7 million) 
on turnover of £32.2 million (2002: 
£42.6 million). This loss is worse than
expected due to a stock write down of
£7.0 million, during the year ended 
30th April 2003. In the period to 
24th July 2003 DMG is expected to
record an operating loss of £2.5 million
on turnover of £3.5 million. DMG’s total
loss before tax was £44.2 million in the
year ended 30th April 2003, including
£33.4 million of goodwill written off. 
It is extremely disappointing to have
sold DMG for a maximum of £4.1 million
when the Group purchased it in
November 2000 for £33.4 million
including liabilities arising on acquisition.
Results for the year
Excluding DMG, turnover of the
continuing activities, Kleeneze UK 
and Farepak, has grown 6.2% to 
£164.1 million (2002: £154.5 million) and
operating profit on continuing activities
has grown by 19.7% to £8.5 million
(2002: £7.1 million). This reflects strong
performances from both businesses. 
We are comfortable with our interest
cover on continuing activities. 
Profit after tax on continuing activities
rose 37.0% to £7.1 million (2002: 
£5.2 million), including an exceptional
tax credit of £1.1 million arising from 
the acquisition of Kleeneze UK in 1995.
Excluding this exceptional tax credit,
earnings per share from continuing
activities grew by 15.7% to 12.70 pence
(2002: 10.98 pence).
Including DMG the Group recorded 
a loss before tax of £36.0 million (2002:
profit of £6.3 million) after the 
£44.3 million loss for discontinued
activities. Basic losses per share were
74.7 pence (2002: earnings per share 
of 8.5 pence).
The Group’s continuing activities
generated net cash from operating
activities in the year of £12.7 million
(2002: £7.4 million). Including DMG
the Group generated net cash of 
£4.2 million (2002: outflow £4.3 million)
before repayment of £1.1 million (2002:
£3.3 million) of loan notes. Net debt at
the year-end decreased to £16.0 million
(2002: £20.2 million).
At 30th April 2003 the Group had net
liabilities of £8.7 million (2002: net assets
of £26.3 million).
Dividend
Having regard to these results, which
have been substantially affected by the
disposal of DMG, the Board does not
recommend the payment of a final
dividend for the year, which will result in
no dividend being paid for the year as 
a whole (2002: final dividend 6.21 pence
per share; full year dividend 8.36 pence
per share). We plan to declare a small
dividend following the announcement 
of interim results in line with market
expectations in December this year.
Strategy 
Since becoming Chairman in August
2001, we have disposed of three non-
core businesses Tranfood, Pilgrims
Progress Tours and DMG. The Group 
is now able to focus on the excellent
growth opportunities at Kleeneze UK,
through increasing both the breadth of
products and the geographic spread
across the UK and in continental
Europe, and on maximising the cash
generation at Farepak, where there are
also opportunities to consolidate that
market. 
I believe we now have the right
management team in place to deliver
this growth plan. Kleeneze plc 
Annual Report & Accounts 2003
03
Chairman’s statement
The Board
William Rollason became Chief Executive
in January 2003 and I am very pleased
with his appointment. William is 42 
and has had considerable experience 
in both banking and industry, latterly 
as Group Finance Director of National
Express Group plc. William has
undertaken a fundamental review of the
Group and its future development. Part
of this plan was the disposal of DMG.
Paul Munn was appointed to the Board
as a non-executive director on 
20th November 2002. Paul is Chief
Executive of Dawson International plc
and he has contributed greatly to the
Board. Paul was appointed Chairman of
the Audit Committee on 21st May 2003.
Neil Gillis was appointed to the Board
on 13th August 2003. Neil is currently 
a Director of Greene King PLC as
Managing Director of its Pub Company
and on 1st September this year he will
become Chief Executive of Esporta
Group, the health club group. Neil will
bring sales and marketing experience 
to the Group and we look forward 
to his contribution.
Stephen Roberts retires by rotation 
and offers himself for re-election at the
Annual General Meeting this year and,
having served for more than nine years,
he will offer himself for re-election at the
Annual General Meeting in September
2004. He does not, however, intend to
re-offer himself for re-election in 2005.
Corporate governance
The Group plans to adhere to high
standards of corporate governance. 
As I set out in my statement last year,
and in line with the recommendations 
of the Higgs Report, we have appointed
two further non-executive directors 
to the Board. We fully support the
principles of best practice in corporate
governance and I welcome the final
recommendations of the Higgs Report.
People
We appreciate that our principal asset 
is our people and I would like to record
my thanks to all of them for their support
and hard work during another year of
considerable change for the Group.
Corporate social responsibility
We have adopted a range of corporate
social responsibility (“CSR”) policies. 
To demonstrate our commitment to these
policies we have appointed a main
Board director, Nicholas Gilodi-Johnson,
to be responsible for CSR. I would
encourage you to read the report set 
out later in this document which details
our aims for the coming year.
Prospects
Following the disposal of DMG the Group
now comprises Kleeneze UK, with its
high growth potential, and the highly
cash generative Farepak. The disposal
of DMG will enable us to exploit much
more quickly the excellent opportunities
for Kleeneze UK and Farepak.
At Kleeneze UK we continue to work 
on increasing the number of distributors
and widening the range of products
offered in our catalogues. During the
financial year we will be completing the
move to our new, dedicated warehouse,
which will provide sufficient capacity 
for our future needs both in the UK 
and for any expansion into continental
Europe. The growth in turnover since
the year-end is encouraging especially
against the background of the weak
economic environment.
At Farepak we continue to focus on
cash generation and controlling our 
cost base. We look forward to further
improvements in performance during
the year and the increased volume in
our Swindon site as a result of the
Goodway acquisition. We believe there
will be further consolidation in this
sector and we are in a strong position 
to take advantage of this.
Overall for the Group we are confident
about the market expectations for our
continuing activities for turnover, profit
and the very strong cashflow. 
Sir Clive Thompson
Chairman
13th August 2003 Kleeneze plc 
Annual Report & Accounts 2003
04
Year at a glance 
May 2002 
Farepak
Andrew Green reviews the product
selection for Christmas 2003
together with Stuart Gibbon. 
➜ June 2002 
Kleeneze
June Robinson (front right), winner 
of Britain’s Best Neighbour Award,
which is sponsored by the National
Neighbourhood Watch Association,
is presented with the 2002 award.
➜ July 2002 
Farepak
In July, Farepak commenced
production of television advertisements
for the December 2003 campaign.
November 2002 
Farepak
Rachel Grierson seals the wrapping
around a luxury Farepak Christmas
gift hamper.
December 2002
Kleeneze
Kim Barnes packs an order for
delivery during the busy Christmas
period.
➜ ➜ January 2003 
Kleeneze
Rob Forster, Kleeneze UK’s
Distributor of the Year 2002, speaking
at the New Year Conference at the
National Indoor Arena, Birmingham.
➜ ➜ Year at a glance
This has been a year of great activity for the Group 
and we set out below some of the key events during
the year. Kleeneze plc 
Annual Report & Accounts 2003
05
Year at a glance 
August 2002 
Kleeneze
Conor O’Malley checks the contents
of an order at Kleeneze UK’s new
pick/pack facility in Bristol with 
Ann Woodman.
September 2002 
Kleeneze
The launch of Kleeneze UK’s
Christmas sales campaign at the
Birmingham NEC.
October 2002
Farepak
Stacey Aldridge (left), Sheridan
Chaffey (centre) and Steve Hicks
(right) reconciling the shopping
vouchers being despatched for
Christmas.
February 2003 
Farepak 
Jo Ponting (left) and Chris Pugh
taking an order for Christmas 2003
delivery.
➜ March 2003 
Kleeneze
The top UK distributors of 2002
celebrated their Gala Dinner at the
International Conference.
➜ April 2003 
Farepak
Farepak strengthened its leading
position with the purchase of the
Goodway Hampers business.
➜ ➜ ➜ ➜ Kleeneze plc 
Annual Report & Accounts 2003
06
Chief Executive’s review 
Chief
Executive’s
review
1. Tracy Buckland (left), John Halstead and 
Felicity Sinclair on the Farepak packing line. 
2. Kim Rawson, Zoë Joyner and Glyn Chamberlain, 
(seated) reviewing distributor accounts.
3. Mark Timms receives frozen foods into storage 
at Farepak.
4. Conor O’Malley and Sarah Palmer reviewing 
packing schedules at Kleeneze UK.
I joined the Group in January this year
and this is my first Chief Executive’s
review. Over the last few months I have
had the opportunity to meet many of 
our own people and, equally importantly,
many of the agents and distributors 
who make our business so special. 
I would like to take this opportunity 
to thank them for their hard work and
commitment to the Group.
I have spent a significant amount of
time reviewing our activities in order 
to formulate the strategy for the future
size and shape of the Group.
My initial conclusions were that we have
two exceptionally strong, high quality,
cash generative businesses in Kleeneze
UK and Farepak. DMG, however, did not
fit into the Group’s long term strategy.
The principal reasons for this were 
as follows:
> Although DMG is a direct selling
business using agents, it is different
from both Kleeneze UK and Farepak 
in several key ways. Most importantly,
Kleeneze UK and Farepak are
catalogue businesses distributing
directly, whereas DMG sells through an
intermediary, normally a receptionist,
and relies upon a small selection of
books and toys that changes every 
six weeks. This requires a different
approach to both buying, with more
individual items, higher stock levels
and consequently more redundant 
and surplus stock, and to marketing,
where DMG is reliant upon the
relationship between the intermediary
and the customer. Both of these
approaches have proven to be
incompatible with Kleeneze UK 
and Farepak. 
> The nature of the market place within
which DMG operates and the change
in the structure of the competition in
the High Street, where there continues
to be significant heavy discounting of
front list books seen most recently
with the launch of Harry Potter and 
the Order of the Phoenix, means that
both the growth prospects and the
return on capital are always going to
be lower at DMG than at Kleeneze UK, 
or indeed Farepak. 
> The highly localised and fragmented
nature of the display marketing
industry, where the barriers to entry
are low, means that the business will
never be able to be of the size that 
will make it a significant contributor 
to the Group alongside Kleeneze UK 
and Farepak.
We concluded, therefore, that any
potential upside from reducing the
operating losses at DMG and retaining 
it was more than offset by the risks,
particularly given some of the
fundamental changes in the market
place in which it operates. As a result
we sold DMG for £4.1 million to Premier
Direct Group plc, who focus exclusively
on the display marketing industry. 
The disposal of DMG brings to a close 
a difficult chapter in the Group’s history
but leaves the Group with two highly
profitable and cash generating
businesses, which are well positioned
for growth in their respective market
places. The cash generated from these
core operations will be used firstly 
to reduce our net debt and then to 
grow them significantly over the next
few years. 
At Kleeneze UK the distribution network
that we have built since acquisition in
1995 is growing steadily and can be
used to sell a wider range of products.
We have successfully widened the
product range to include both Health
and Beauty products and the higher
priced Kleeneze Plus range for the
home and garden. We plan to introduce
further new product offerings during the
forthcoming year. 
With over 25 million households in the
UK and Ireland and 16,900 distributors
in a market place worth £1.6 billion
annually, we have a significant
opportunity to increase our market
share. Our new, dedicated distribution
centre in Warmley, which is expected to
come on stream in Spring 2004, will
provide us with the necessary capacity
to handle this growth. 
At Farepak the acquisition of Goodway
Hampers in April this year will enable us
to grow our number of agents in a much
more effective way than through our
standard recruitment methods. It also
ensures that we recruit high quality
established agents and I would like to
take this opportunity to welcome them
to the Group. The overall Christmas
savings market has grown 2% year on
year and we are now better positioned
to take advantage of that growth.
Furthermore, there will be opportunities
for further consolidation in the
Christmas savings industry and we aim
to be an active player in that process.
Our core competencies are the sourcing
of quality original product for our
catalogues and the recruitment,
retention and motivation of agents and
distributors. As we grow the Group in
the future, whether organically or
through acquisition, either in the UK or
continental Europe, we will always focus
on those core competencies and ensure
that we do not diversify away from 
our strengths. For example, there are 
a large number of small to medium
sized catalogue operations in the UK
that would fit well in the Group and we
are reviewing several opportunities.
Kleeneze UK and Farepak form the
basis of a tightly focused Group directly
serving the customer through face to
face catalogue distribution and product
delivery. We believe that face to face
contact is, and will remain, a key part 
of the shopping experience and our
strengths play to that. We will use these
proven strengths to build the UK’s
leading direct to the home retail group.
1
2
3 4 Kleeneze plc 
Annual Report & Accounts 2003
07
Chief Executive’s review 
Kerry Knight and Adam Heirons
Kleeneze UK Gold Distributors. Kleeneze plc 
Annual Report & Accounts 2003
08
Chief Executive’s review
Tony and Muriel Judson
Tony and Muriel are Kleeneze UK
Distributors of the Year 2003. Kleeneze plc 
Annual Report & Accounts 2003
09
Chief Executive’s review 
1. Ian Doherty (left) and Richard Reynolds inspect the 
plans for Kleeneze UK’s new site at Warmley.
2. John Westcott in Kleeneze UK’s picking area.
3. Paul Samms in Kleeneze UK’s bulk storage area.
4. Kleeneze UK’s finance team (from left to right): 
Mark Jelbert, Gary Ridewood, Liz Butler, Helen Wild 
and Jo Claridge.
Kleeneze UK
Kleeneze UK provides good value,
everyday products through catalogues
delivered direct to the home by self-
employed distributors covering the UK
and Ireland.
Kleeneze UK had a successful year with
turnover growing 5.5% to £86.3 million
(2002: £81.8 million) and operating profit
growing 21.3% to £6.6 million (2002:
£5.5 million). 
The growth in turnover was underpinned
by the growth in distributor numbers.
Record levels of recruitment led to
average active distributor numbers
growing 12.7% to 16,900 (2002: 15,000).
The higher distributor numbers were
also reflected in record attendance at
conferences with over 15,000 attendees
across the three UK conferences
compared to 13,000 last year. We
continue to offer one of the most
attractive multi-level compensation
plans for distributors in the UK direct
selling market place and the increased
quality of our distributors bears witness
to that.
During the year we shipped 417,000
orders to our distributors compared to
385,000 last year. There was a slight
decrease in the average sales value per
distributor ordering from £545 to £510,
which was primarily due to the inclusion
of lower priced products in the main
catalogue. We have addressed this in
our newest catalogues and as a result
we anticipate an increase in average
sales values during the current year. 
The average sale to the end customer
has, however, remained steady at about
£10 per sale.
Turnover in all Kleeneze’s catalogues
grew year on year. It was notable that 
in our newer Health & Beauty catalogue
growth was particularly strong which
reflects the creativity and innovation that
we have put into that product range.
The sourcing of quality original products
is one of our core competencies and we
have recently strengthened our Buying
team. This will help us to drive growth
through our fresh and original product
range. We source about 50% of our
products from the Far East.
The large increase in the number of
orders processed and shipped has lead
to capacity issues in the current site at
Hanham in Bristol. We have therefore
decided to re-locate the whole business
to a purpose built distribution centre at
Warmley, also in Bristol, some 2.5 miles
from the current site. Warmley is a
165,000 sq.ft. facility which we will be
modernising to provide sufficient
capacity for our current needs and
future expansion. We are investing 
£2.5 million in new systems to create 
a state of the art facility. To finance this
move we have sold the Hanham site,
which the business has occupied since
1928, for £4.0 million in cash. The
proceeds will be received after we 
have vacated the site and we are
planning to begin fulfilment from
Warmley in Spring 2004. The profit on
disposal has not been recognised in
these financial statements. 
We have already started to use the
Warmley site for receiving goods and
storing them before transfer to the 
pick/pack operation at Hanham. This
has allowed us to consolidate our stock
from five separate locations giving
better storage conditions, improved
stock control and increased service
levels. Improved stock management
systems have allowed us to reduce
overall stock levels by over 12% despite
the 5.5% increase in turnover. Together
with other improvements in operating
efficiencies this has contributed to the
overall increase in operating margins.
Use of the internet by our distributors
has continued to increase and over 
80% of our orders are now received
electronically. This greatly speeds order
processing, reduces administrative
costs and allows a next day delivery
service to be provided. We are
continually improving the service we
provide to our distributors through 
our www.eezenet.com website and 
are developing a new generation
information platform for re-launch later
this year. We would expect this to lead
to increased use of the service.
Kleeneze UK is an exciting dynamic
business operating in a growing part of
the UK’s retail environment. We continue
to develop its potential by sourcing 
new innovative “every day” products
and increasing the number and quality
of our distributors.
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Annual Report & Accounts 2003
10
Chief Executive’s review
1. Photography for Farepak’s 2003 catalogue.
2. Gareth Woolger on the Farepak packing line.
3. Jane Kelly overseeing Farepak’s shopping voucher 
counting machines.
3
Farepak
Farepak provides Christmas hampers,
gifts and shopping vouchers on a
monthly instalment basis through
catalogues distributed by independent
agents across the UK. Farepak operates
under two brands, Farepak Food & Gifts
and Home Farm Hampers, an associated
company, which is 60% owned by
Findel plc.
Farepak had another good year with
turnover growing by 7.0% to 
£77.9 million (2002: £72.8 million) and
operating profit by 14.4% to £1.9 million
(2002: £1.6 million).
Agent numbers grew organically by
1.6% year on year to 63,000 (2002:
62,000). We have a large number of 
high quality agents who have been 
with Farepak for many years and we
have concentrated our marketing and
recruitment activities on retaining those
agents. As a result our retention rate
increased to 71.9% from 65.3% last
year. We review annually the way in
which we recruit new agents and our
targeted campaigns across the UK
consistently produce high quality agents
who remain with us for a long time. 
To enhance further the quality of our
agents in April this year we acquired
Goodway Hampers Limited (“Goodway”),
a small profitable family owned hamper
business based in Liverpool, for 
£0.4 million in cash. This brought
Farepak 1,300 new agents who have
been seamlessly integrated into our
operation. We have closed the Liverpool
site and are servicing the agents 
from our dedicated service centre in
Swindon. Goodway had a higher
percentage of hamper sales than
Farepak and this will bring more volume
into our Swindon site. As a result the
acquisition will be earnings enhancing 
in the first year.
Shopping vouchers across the
Christmas savings market as a whole
have become very popular as they
provide flexibility for the customer and
these vouchers have driven growth 
in the market as a whole. The Choice
shopping vouchers, which can be
redeemed in a number of different
shops in the UK, continue to be very
popular and overall voucher sales grew
by 11.0% year on year. The Choice
voucher can now be redeemed in over
12,000 shops. We also sell individual
vouchers for 18 retailers including 
Marks & Spencer, Boots, Argos 
and Debenhams. 
The budget in April this year changed
the way in which VAT is accounted for
on vouchers and we are looking at ways
to offset any additional VAT that we may
have to bear as a result of the changes.
These changes will not, however, affect
our sales of Choice vouchers as they
are exempt from any changes in the
legislation. As Choice vouchers
represent over 70% of our total sales 
of shopping vouchers any additional
costs that we may have to bear should
not be material.
Sales from our third party business
packing gift hampers for Marks &
Spencer, Littlewoods and Provident
Financial remain strong. 
We continue to address our cost base
and are concentrating in particular 
on the sourcing of our products. The
purchasing environment has changed
significantly over the past few years 
and the advent of the internet has made
price comparison and product sourcing
much easier. We are ensuring that we
remain competitive.
Over 16% of our agents correspond
with us via the internet compared to 6%
last year and we are looking at ways in
which we can encourage increased use
of the internet by our agents. This will
speed up the communication process,
eliminate errors and increase efficiency.
We have already seen the benefits of
this at Kleeneze UK and we are looking
to replicate that success at Farepak 
with our market leading web site
www.farepak.co.uk.
Farepak is a stable highly cash
generative business which continues 
to perform well in an interesting niche 
of the mail order market. We will
continue to grow the business through
innovative gift voucher and hamper
offers whilst reducing the cost base
wherever possible.
William Rollason
Chief Executive
13th August 2003
2 1 Kleeneze plc 
Annual Report & Accounts 2003
11
Chief Executive’s review
Wendy Hopkins
Wendy Hopkins is a Farepak agent
and also works as an Assistant
Stock Controller at Farepak. Kleeneze plc 
Annual Report & Accounts 2003
12
Financial review
Financial
review
for the year ended 
30th April 2003
Trading results
The Group’s pre-tax loss of £36.0 million
for the year ended 30th April 2003 
(2002: £6.3 million profit) reflects the
difficult trading conditions experienced
by DMG during the year and the
consequent goodwill impairment charge
of £33.4 million. 
The continuing businesses, Kleeneze
UK and Farepak, have increased
turnover by £9.6 million and operating
profits by £1.4 million.
The discontinued activities column in
the profit and loss account refers to
DMG, which was sold on 24th July 2003,
and Tranfood, the food processing
business, which was sold in June 2002.
Tranfood incurred operating losses of
£0.1 million and DMG accounts for the
remaining losses of £44.2 million. 
£23.4 million of DMG goodwill was
written off in the six month period ended
31st October 2002 and the remaining 
£10 million has been written off in the
second half.
Sale of food processing business
The Group’s food processing business
and certain trading assets were sold in
June 2002. The Group has retained its
interest in freehold land and buildings
and has a put option for sale to the
purchaser at £1.0 million exercisable 
on 7th June 2005. 
Earnings/(loss) per share (EPS)
An explanation of the basis of
calculation is given in note 12. The fall 
in basic EPS reflects the losses on
discontinued activities. Earnings per
share for the continuing businesses,
excluding the exceptional tax credit, 
is 12.70p which compares with 10.98p
for 2002; an increase of 15.7%.
Share options in issue during the 
year have had no dilutive effect, as the
fair value of the Company’s ordinary
equity is lower than the exercise prices
of outstanding share options, or the
performance criteria relating to those
options had not been met at the 
year end.
Goodwill
Goodwill reduced by £33.4 million
following the write down of goodwill 
on DMG. Goodwill of £0.4 million arose
upon the acquisition of Goodway
Hampers in April 2003.
Dividends
No interim or final dividend has been
declared for the year. Dividends of
£45,000 per annum were paid to
preference shareholders.
Capital expenditure
Capital expenditure was £1.6 million
(2002: £2.3 million) and depreciation
charged in the year was £1.5 million
(2002: £2.1 million). 
Cash and borrowings
Net debt has reduced to £16.0 million 
at 30th April 2003 (2002: £20.2 million).
In order to fund improvements at
Kleeneze UK’s premises at Warmley, 
the Group has taken out an interest 
free loan of £0.4 million. The loan is
repayable in equal quarterly instalments
by July 2009.
Despite the operating losses at DMG,
cash generated from operating activities
was £8.0 million, an increase of 
£4.4 million over 2002, reflecting strong
cash generation at Kleeneze UK and
Farepak and lower DMG stocks. Net
cash generation was £3.4 million after
repayment of £1.1 million of loan notes.
The Group’s committed borrowing
facilities of £40.0 million expire on 
31st October 2005 and are sufficient to
provide for its financial requirements for
the foreseeable future. At 30th April 2003
the overdraft with Bank of Scotland,
drawn under these facilities was 
£17.4 million. 
Bank of Scotland has rights to offset
cash balances against overdrafts within
all subsidiaries. At the year end, the
Group had US$6.9 million (£4.3 million)
on short term deposits with Bank of
Scotland and this has been set off
against Sterling overdrafts shown in 
the consolidated balance sheet. 
1. Jessica Hayward handling a distributor query in 
Kleeneze UK’s Bristol call centre. 
2. Kleeneze UK business kits are being despatched 
to new distributors.
3. Chris Passmore checking goods received at 
Farepak’s loading bay.
4. UK distributors of the year 2002, Ray Aziz 
(centre left) and Rob Forster (centre right) with 
George Pollock (left) and Ian Doherty (right). 
5. The Kleeneze UK European Conference 2002.
1 2 Kleeneze plc 
Annual Report & Accounts 2003
13
Financial review
Derivatives and other financial
instruments
The Group’s principal financial
instruments, other than derivatives,
comprise preference shares, bank
overdrafts, loans and cash. There are
also various other operating financial
instruments, such as trade debtors 
and trade creditors.
The Group enters into derivative
transactions (principally forward
currency contracts) in order to manage
the currency risks that arise from
trading, however, the Group does not
trade in financial instruments.
Major risks associated with the Group’s
financial instruments arise from liquidity,
interest rate and foreign currency
movements. The Board’s policies in
respect of these risks are summarised
below and, with the exception of
liquidity risk, are unchanged from last
year. Movements in the market values 
of financial instruments during the year
are shown in note 25.
Liquidity risk
The directors regularly review cash, 
loan and overdraft balances to ensure
that facilities are sufficient to cover the
Group’s financing requirements.
Interest rate risk
Interest income is earned on cash
deposits with UK high street banks at
variable interest rates and balances due
from Kleeneze UK distributors. 
Interest is payable on the Group’s
borrowings at a variable rate based 
on the Bank of Scotland base rate. The
loan notes bear interest at a floating 
rate based on LIBOR.
Foreign currency risk
Kleeneze UK purchases around 50% 
of its product range from overseas
suppliers who usually invoice in US
dollars. Forward currency contracts 
are negotiated in order to limit currency
exposure over a rolling six month 
period and the effect of these contracts 
at 30th April 2003 is given in note 25. 
At the year end, US$6.9 million 
(£4.3 million) (2002: US$0.4 million) 
were held on short term deposit with
Bank of Scotland. 
Both of the Group’s principal businesses
trade in the United Kingdom. Kleeneze
UK also trades in the Republic of Ireland
where income is denominated in Euro
although the majority of the operating
costs are denominated in sterling.
Exchange differences arise on Euro
currency balances.
Taxation
An analysis of the taxation charge 
is set out in note 9. The total taxation
credit as a percentage of the loss before
tax was 2.9% as the impairment charge
for DMG goodwill is not allowable for
corporation tax purposes. This also
accounts for the 4.9% tax credit on
discontinued activities. The tax charge
for continuing operations in 2003
represents 27.3% of profits before tax.
This charge has been reduced by
credits on tax paid in respect of
previous years. The exceptional credit 
of £1.1 million in the year reflects cash
receipts on capital allowances claims 
by Kleeneze UK since 1995.
Chris Hulland
Finance Director
13th August 2003
3
4
5 Kleeneze plc 
Annual Report & Accounts 2003
14
Corporate social responsibility report
Corporate
social
responsibility
report
We are a people business. We touch the
lives of millions of people – not just our
customers and employees, but also 
our distributors, agents, shareholders,
suppliers, and the local communities in
which we operate. All are stakeholders
in our business and we understand 
that they expect us to conduct our
business in an ethical and socially
responsible manner.
In order to formalise our commitment 
to corporate social responsibility we
have established a forum comprising
the Managing Directors of our
subsidiaries which meets quarterly.
Environment
We believe that business conducted
responsibly, with due regard to the
environment, can help build a future 
in which companies can thrive whilst
sustaining the environment in which
they operate. Most of the activities
involved in running a business will have
some impact on our environment and 
so we are committed to taking active
steps to minimise this impact.
Our Environmental Policy crystallises
our commitment to maintaining and
promoting sound environmental
practices. We intend to:
• Comply with, and where possible
perform better than, all relevant
environmental laws and regulations.
• Consider the environment in all
strategic business decisions.
• Establish key environmental objectives
that will allow us to minimise our
impact on the environment.
• Set targets to meet our key
environmental objectives and measure
our performance against these targets
year on year.
• Report to our stakeholders on our
environmental performance.
Our key environmental objectives are to:
• Minimise our consumption of energy
in the day-to-day operations of 
our business.
• Reduce our creation of waste via
recycling initiatives.
• Maximise our usage of recycled
materials for packaging.
• Reduce or, where possible, avoid
environmental pollution.
• Encourage our suppliers to adopt
similar environmental standards in
order to help improve their own
environmental performance.
People
The key differentiator in our business is
our people. We are therefore committed
to generating a positive working
environment that allows them to grow
and develop as individuals. Training is
an important part of this development
and we encourage employees to take
advantage of internal and external
training opportunities.
Community
We have a long history of community
involvement including:
• A close relationship with the National
Neighbourhood Watch Association
(“NNWA”) actively promoting its
principles through our network of
distributors in an effort to reduce 
the levels of crime on our streets. 
We are the only direct retailer
endorsed by the NNWA.
• The sponsorship and organisation 
of Britain’s Best Neighbour Award 
in conjunction with the NNWA. This
award, now in its ninth year, is
designed to highlight the positive
actions of individuals in their
communities.
Industry involvement
We believe in encouraging other
businesses in our industry to adopt 
and abide by similarly high standards 
of corporate practice. We therefore
actively participate in the development
and evolution of industry policy via our
involvement with trade and industry
bodies such as the Direct Selling
Association and the Hamper Industry
Trade Association.
Ethical trading
We endeavour to apply the principles 
of fair and ethical trading in all of our
business areas. An ethical trading policy
has been introduced and is being
incorporated into our standard terms
and conditions for suppliers.
Nicholas Gilodi-Johnson
Director
13th August 2003 Kleeneze plc 
Annual Report & Accounts 2003
15
Directors 
1. Sir Clive Thompson
2. William Rollason
3. Chris Hulland
4. Nicholas Gilodi-Johnson
5. George Pollock
6. Neil Gillis
7. Paul Munn
8. Stephen Roberts
Directors
Sir Clive Thompson (60) 
Chairman 
Appointed to the Board in 1988 and
Chairman in August 2001. Chairman of
Rentokil Initial plc, where he was Chief
Executive for 20 years until January 2003.
Past President of the Confederation of
British Industry (CBI). Former director 
of Sainsbury plc, Wellcome PLC, 
BAT Industries PLC, Seeboard plc 
and Caradon PLC. Former deputy
Chairman of the Financial Reporting
Council and member of the Committee
on Corporate Governance. 
William Rollason (42) 
Chief Executive
Appointed on 8th January 2003, he 
was previously Group Finance Director
of National Express Group plc and 
prior to that a director at Carlton
Communications plc. He qualified as 
a Chartered Accountant with KPMG 
in 1986.
Chris Hulland (51) 
Finance Director
Appointed to the Board in 1988 having
previously been Finance Director of 
H P Bulmer (Overseas Holdings) Limited
since 1985. He previously held positions
with Newey & Eyre International Limited
and GKN PLC. He qualified as a
Chartered Accountant in 1976 with 
PriceWaterhouse in London.
Nicholas Gilodi-Johnson (32) 
Director 
Appointed to the Board in September
2001 and joined the Company as Group
Development Manager in March 2002.
He was previously Corporate Strategy
Manager with United Pan Europe
Communications NV and, prior to that,
was with News International PLC. 
George Pollock (59) 
Marketing Director
Appointed Group Managing Director 
in 1992 and Chief Executive on 
31st August 2001, he took the role of
Marketing Director on 8th January 2003.
He joined the Group in 1975 and was
appointed to the Board in 1988. Prior 
to joining he held a variety of positions
in the meat trade and in frozen food
distribution.
Neil Gillis (38) 
Non-executive Director
Appointed on 13th August 2003, Neil
Gillis is currently a Director of Greene
King PLC. On 1st September this year
will become Chief Executive of the
health club group, Esporta Group. Neil
has previously held senior positions at
Heinz and Premier Brands.
Paul Munn (40) 
Non-executive Director 
Appointed on 20th November 2002. 
Paul Munn is Chief Executive of Dawson
International PLC. He is a Member of
the Chartered Institute of Management
Accountants and has previous
experience with Mars Confectionery,
PriceWaterhouse and BUPA. 
Stephen Roberts (62) 
Non-executive Director 
Appointed in 1985. Formerly a partner 
in Nicholson Graham & Jones,
Kleeneze’s solicitors. 
1 2
3 4 5
8 7 6 Kleeneze plc 
Annual Report & Accounts 2003
16
Directors’ remuneration report
Directors’ remuneration report
for the year ended 30th April 2003
Information not subject to audit
The Board has delegated responsibility for establishing remuneration policy and the remuneration of the executive directors to
the Remuneration Committee. The members of the Remuneration Committee and the periods during which they served were:
Sir Clive Thompson (Chairman)
Neil Gillis (appointed 13th August 2003)
Paul Munn (appointed 20th November 2002)
Stephen Roberts
Tim Parker (resigned 24th September 2002)
The Remuneration Committee has not taken specific advice relating to directors’ remuneration directly from external advisors
but has used the Committee members’ wide knowledge of current good practice. External recruitment consultants, Boyden
International, have given the Board advice in the recruitment and remuneration packages of new directors. 
Remuneration policy
In framing its policy, the Remuneration Committee has given full consideration to the Combined Code. The remuneration 
policy is designed, by reference to listed public companies of similar size and financial record, to attract, retain and motivate
the executive directors. The policy is intended to provide both a fixed salary and short term and long term benefits through
inclusion of performance-related bonuses and share options. The Chairman and executive directors consider fees in respect of
the non-executive directors. The Chairman’s fees are considered by Board members excluding the Chairman. The remuneration
policy remains unchanged for the year ending 30th April 2004 but performance criteria are designed to be flexible and allow 
for specific targets to be set in the light of new developments. 
Emoluments consist of annual salary, fees, pension and other non-cash benefits, which include health insurance and car benefits. 
Fees and salaries are reviewed annually and are not directly related to performance. The level of fees and remuneration for
each director is set by reference to comparisons with listed public companies of similar size and are set at a level designed 
to retain and motivate during a period of structural change.
Performance related bonus
None of the directors received a bonus in respect of the years ended 30th April 2003 or 30th April 2002. 
Bonus payments do not form part of pensionable emoluments.
Bonus arrangements in respect of William Rollason, Chris Hulland and Nicholas Gilodi-Johnson are dependent upon the
achievement of profit and cash related targets based on the budget for the year. The maximum bonuses are:
Maximum percentage of salary
William Rollason 60
Chris Hulland 30
Nicholas Gilodi-Johnson 20
The bonus scheme for George Pollock is dependent on the growth in basic earnings per share (EPS) over the higher of
published basic EPS in either of the previous two years and is calculated as a percentage of annual salary as follows: 
Percentage of annual salary
Maximum 
for range
of EPS Cumulative 
EPS growth Multiple growth maximum
Above 5% and below 10% 315 15
Above 10% and below 15% 420 35
Above 15% and below 20% 525 60
Above 20% 6 Unlimited Unlimited
No bonus is payable to George Pollock if growth in basic EPS is below 5%. 
Other benefits
George Pollock and Chris Hulland are entitled to death benefits of three times salary, William Rollason is entitled to cover 
of four times salary and Nicholas Gilodi-Johnson is entitled to one times salary. William Rollason, Chris Hulland and 
George Pollock are entitled to permanent health insurance cover which applies after 6 months’ continuous absence due 
to illness. Kleeneze plc 
Annual Report & Accounts 2003
17
Directors’ remuneration report
Service contracts
Executive directors have service contracts with the Company. These are rolling contracts which continue unless terminated 
in accordance with the terms of the contract. These agreements are summarised as follows:
Date of Compensation on termination 
Name agreement Notice periods by the Company without notice or cause
William Rollason 8th January 2003 6 months from the director; 150% of basic annual salary 
12 months from the Company at the date of termination
Chris Hulland 13th November 2002 6 months from the director; 150% of basic annual salary 
12 months from the Company at the date of termination
Nicholas Gilodi-Johnson 4th March 2002 3 months from either side 3 months’ salary at date of termination
George Pollock 26th June 1994 6 months from the director; George Pollocks’ contract expires
24 months from the Company on 8th January 2005
Sir Clive Thompson has a rolling service contract, dated 5th April 2003, which provides for a notice period of 12 months from
either Sir Clive Thompson or the Company.
Neil Gillis and Paul Munn have letters of appointment which do not allow for any notice period. Stephen Roberts does not 
have a service contract with the Company. All non-executive directors are subject to triennial re-election at the Annual General
Meeting. The Nomination Committee considers nominations in respect of Board appointments.
Share options
Share options granted to directors are set out later in this report. It is the Board’s intention that share options, other than those
issued in relation to the savings related share option scheme, will be issued subject to performance criteria. The performance
criteria for options that have been granted to directors are set out later in this report.
The Remuneration Committee has concluded that improvement in shareholder value should be a priority for the Chief Executive
and his remuneration package has been appropriately structured. The Committee considers that a continuing improvement in
the share price is important to all shareholders and is one of the best measures to assess the performance of the Chief Executive.
Total shareholder return
The following graph shows the Company’s performance between 1st May 1998 and 30th April 2003, measured by total
shareholder return, compared with the performance of the FTSE Small Cap index, also measured by total shareholder return.
The FTSE Small Cap Index has been selected for this comparison as Kleeneze plc is currently a member of this sector and 
has been for the whole period under review.
The above graph illustrates the movement of the Company’s total shareholder return, assuming dividends are re-invested 
on the ex-dividend date, against that of the FTSE Small Cap index for the last five years.
1998 1999 2000 2001 2002
20
40
60
80
100
120
140
160
180
200
Kleeneze – Total Shareholder Return
FTSE Small Cap Index – Total Shareholder Return Kleeneze plc 
Annual Report & Accounts 2003
18
Directors’ remuneration report
Directors’ remuneration report
continued
Information subject to audit
Directors’ remuneration
Remuneration, excluding pension contributions, paid to each director was:
Benefits- 2003 2002
Fees Salary in-kind Total Total
£’000 £’000 £’000 £’000 £’000
Bob Johnson (died 10th August 2001) – – – – 69
Sir Clive Thompson*: 
as Deputy Chairman (until 30th August 2001) – – – – 8
as Chairman (from 31st August 2001) 100 – – 100 66
Sir Clive Thompson – total 100 – – 100 74
William Rollason (appointed 8th January 2003) – 88 – 88 –
Chris Hulland – 186 25 211 200
Nicholas Gilodi-Johnson – 60 6 66 19
George Pollock:
as Managing Director (until 31st August 2001) – – – – 84
as Chief Executive (from 31st August 2001 to 7th January 2003) – 173 24 197 180
as Marketing Director (from 8th January 2003) – 77 11 88 –
George Pollock – total – 250 35 285 264
Paul Munn (appointed 20th November 2002) 9 – – 9 –
Stephen Roberts 19 – – 19 19
Tim Parker (resigned 24th September 2002) 8 – – 8 19
136 584 66 786 664
* Director’s fees were paid to Rentokil Initial plc until 4th April 2003 and, thereafter, to Storm Financial Ltd, a company of which
Sir Clive Thompson is a director and a shareholder.
Benefits-in-kind include health insurance and car benefits.
Pensions
William Rollason is entitled to pension contributions of 25% of salary to be paid into a personal pension scheme of his choice.
Contributions of £22,000 which were unpaid as at 30th April 2003, have been provided for in the financial statements.
Chris Hulland and George Pollock are entitled to a pension based on one-sixtieth of basic salary in the year prior to retirement
at age 65 in respect of each year of service. Further details are shown below. Contributions paid to personal pension schemes
of Chris Hulland and George Pollock of £28,000 (2002: £28,000) and £38,000 (2002: £34,000) respectively have been provided
for in the accounts. 
No pension contributions were made or were due in respect of Nicholas Gilodi-Johnson who is entitled to join the Kleeneze
Group Personal Pension Plan, a defined contribution scheme providing company contributions of 3% of basic salary. 
Pension details in respect of the final salary scheme for Chris Hulland and George Pollock are:
Transfer value
Accumulated Increase Increase before of increase, 
accrued benefits at in accrued inflation in accrued before inflation 
30th April 30th April benefits during benefits during less directors’
2003 2002 the year the year contributions
£’000 £’000 £’000 £’000 £’000
Chris Hulland 46 43 3 2 12
George Pollock 103 88 15 13 116
The transfer value of each director’s accrued benefits at the end of the financial year is as follows:
Movement, less
directors’
At 30th April 2003 At 30th April 2002 contributions
£’000 £’000 £’000
Chris Hulland 212 249 (37)
George Pollock 871 752 119
The transfer value represents a liability of the Company, not a sum paid or due to the individual.
During the year ended 30th April 2002, the Company paid £202,000 to the defined benefit pension scheme for Bob Johnson.  Kleeneze plc 
Annual Report & Accounts 2003
19
Directors’ remuneration report
Share option schemes
Options held by directors during the year are shown below:
Exercise At 30th At 30th
Exercise price April 2003 April 2002
Date of grant dates £ Number Number
William Rollason
(2)
09.01.2003 09.01.2006 to 08.01.2013 0.6150 845,528 –
(3)
09.01.2003 09.01.2006 to 08.01.2013 0.6150 48,780 –
894,308 –
Chris Hulland
(1)
20.01.1997 20.01.2002 to 19.01.2007 1.9625 16,738 16,738
(2)
20.01.1997 20.01.2000 to 19.01.2007 1.9625 191,198 191,198
(1)
28.09.1999 28.09.2002 to 27.09.2009 2.8750 83,652 83,652
(3)
04.10.1999 04.10.2002 to 03.10.2009 2.8750 10,434 10,434
(1)
31.10.2000 31.10.2003 to 30.10.2010 1.8800 127,559 127,559
(1)
27.09.2001 27.09.2004 to 26.09.2011 1.7750 74,472 74,472
(1)
27.09.2002 27.09.2005 to 26.09.2012 1.1000 148,710 –
652,763 504,053
Nicholas Gilodi-Johnson
(1)
27.09.2002 27.09.2005 to 26.09.2012 1.1000 11,993 –
11,993 –
George Pollock
(1)
20.01.1997 20.01.2002 to 19.01.2007 1.9625 20,272 20,272
(2)
20.01.1997 20.01.2000 to 19.01.2007 1.9625 187,666 187,666
(1)
28.09.1999 28.09.2002 to 27.09.2009 2.8750 130,348 130,348
(3)
04.10.1999 04.10.2002 to 03.10.2009 2.8750 10,434 10,434
(1)
31.10.2000 31.10.2003 to 30.10.2010 1.8800 156,020 156,020
(1)
27.09.2001 27.09.2004 to 26.09.2011 1.7750 116,640 116,640
(1)
27.09.2002 27.09.2005 to 26.09.2012 1.1000 199,878 –
821,258 621,380
Share options awarded by the Remuneration Committee may be conditional on the Company’s future performance.
(1)
Options issued under the Kleeneze 1996 Discretionary Share Option Scheme, exercisable in the event that the increase in
earnings per share during the period from the date of grant of options to the date of exercise exceeds the increase in the 
Retail Price Index plus 3% per annum.
(2)
Options issued under the Kleeneze 1996 Discretionary Share Option Scheme.
(3)
Options issued under the Kleeneze plc Executive Share Option Scheme.
Share options granted and those to be granted to William Rollason under the Kleeneze 1996 Discretionary Share Option Scheme
and the Kleeneze plc Executive Share Option Scheme are subject to performance criteria. The options, which are granted at 
an exercise price equal to the market price on the date of grant, may only be exercised if the share price at the time of exercise
exceeds the target price (as set out below). If the share price equals the lower target price, 25% of the options may be exercised
with a proportional increase in the percentage exercisable above the lower target price. There are no obligations to grant share
options to any other director.
Date granted/to be granted Target price Lower target price
9th January 2003 200p 100p
December 2003 250p 150p
December 2004 275p 175p
The Company has an obligation to grant further share options to William Rollason as follows:
Date Value of share options to be granted 
In December 2003, on announcement of the interim results 
for the period ending 30th October 2003 £550,000
In December 2004, on announcement of the interim results 
for the period ending 30th October 2004 Twice annual salary at date of grant
No share options were exercised during the year and no options lapsed during the year. 
The highest mid-market price of the Company’s 5p ordinary shares during the year was 140p, the lowest price was 50p and 
the price at 30th April 2003 was 82p.
This report was approved by the Board on 13th August 2003 and signed on its behalf by 
Sir Clive Thompson
Chairman Kleeneze plc 
Annual Report & Accounts 2003
20
Report of the Directors
Report of the Directors
for the year ended 30th April 2003
The directors submit their report together with the audited financial statements for the year ended 30th April 2003.
Trading results and dividends
The loss on ordinary activities before taxation was £36.0 million (2002: £6.3 million profit). 
The directors do not recommend payment of a dividend (2002: 8.36p per ordinary share).
Principal activities, trading review and future developments
A review of the development and activities of the Group is contained within the Chairman’s statement, the Chief Executive’s
review and the Financial review. 
Events since the balance sheet date
On 24th July 2003, the Group announced the disposal of DMG to Premier Direct Group plc (“Premier”) for up to £3.8 million 
in cash plus 190,763 shares in Premier, valuing the total consideration at up to £4.1 million. £1.0 million was received on
completion and the balance of the cash is receivable in five instalments ending on 30th April 2005. This sale has not been
reflected in these financial statements.
Directors
The directors of the Company are set out later in this report. Stephen Roberts retires by rotation and, being eligible, will be
recommended for re-election at the Annual General Meeting. Stephen Roberts has indicated that he will only seek re-election
until the close of the Annual General Meeting to be held in 2005. William Rollason, Neil Gillis and Paul Munn, who were
appointed during the year, retire in accordance with the articles of association and, being eligible, offer themselves for 
election at the Annual General Meeting.
Directors’ interests
The interests of the directors in the ordinary 5p shares of the Company were:
At 30th April 2003 At 30th April 2002 (or date of appointment)
Non-beneficial Beneficial Non-beneficial Beneficial
Number Number Number Number
Sir Clive Thompson –1,068,421 –1,068,421
William Rollason –– ––
Chris Hulland – 858,396 – 858,396
Nicholas Gilodi-Johnson 11,656,880 13,584,580 – 13,584,580
George Pollock –1,010,184 –1,010,184
Paul Munn –– ––
Stephen Roberts 11,852,000 164,475 11,852,000 164,475
The non-beneficial interests of Nicholas Gilodi-Johnson comprise the 11,656,880 shares held as trustee jointly with 
B B Gilodi-Johnson and E G Mellor notified as an interest under substantial shareholdings. 
The non-beneficial interests of Stephen Roberts comprise 4,000,000 shares held as trustee jointly with B B Gilodi-Johnson 
and 7,852,000 shares held as trustee jointly with P E O’Connor, S M Gray and R A Johnson Trust Company Limited.
The beneficial interests of Nicholas Gilodi-Johnson comprises 3,332,580 of the 5,554,300 shares in which CTX Treuhand AG, 
T Wilhelm, M Horning and Saggart Investments Company have notified an interest under substantial shareholdings and
10,252,000 of the 11,852,000 shares comprising the non-beneficial interests of Stephen Roberts.
There have been no changes in directors’ shareholdings since the end of the financial year.
Share options granted to directors are shown in the Directors’ remuneration report.
Substantial shareholdings
At 5th August 2003, the following substantial shareholdings, in addition to those noted above under Directors’ interests, 
had been notified to the Company:
Ordinary Percentage
shares interest
of 5p each %
B B Gilodi-Johnson, Nicholas Gilodi-Johnson and E G Mellor 11,656,880 24.9
CTX Treuhand AG, T Wilhelm, M Horning and Saggart Investments Company 5,554,300 11.8
C M L Johnson 3,821,720 8.1
F M R Corp 2,700,000 5.8
B B Gilodi-Johnson 2,000,000 4.3
UBS Global Asset Management Limited 1,641,890 3.5
The 3,821,720 shares in which C M L Johnson had notified an interest comprise 2,221,720 of the 5,554,300 shares in which 
CTX Treuhand AG, T Wilhelm, M Horning and Saggart Investments Company have notified an interest and 1,600,000 of the
4,000,000 shares referred to as part of the non-beneficial interests of Stephen Roberts under Directors’ interests. Kleeneze plc 
Annual Report & Accounts 2003
21
Report of the Directors
The 5,554,300 shares in which CTX Treuhand AG, T Wilhelm, M Horning and Saggart Investments Company have notified 
an interest comprise 2,221,720 of the 3,821,720 shares in which C M L Johnson has notified an interest and 3,332,580 of the
13,584,580 shares notified by Nicholas Gilodi-Johnson under Directors’ interests.
The directors are not aware of any other holding on 5th August 2003, which represented 3.0% or more of the issued ordinary
share capital.
Corporate governance
The Board of Kleeneze plc remains committed to high standards of corporate governance in the management of the Group. 
It is conversant with the findings of the Review of the Role and Effectiveness of Non-Executive Directors, produced by 
Derek Higgs in January 2003 (“the Higgs Review”) and the report on Audit Committees, produced by a group chaired by 
Sir Robert Smith in January 2003 (“the Smith Report”). 
The Board will ensure a move towards the requirements of the new Combined Code (which includes the recommendations 
of the Higgs and Smith reports) and will comply with its provisions from October 2005.
The Board
The Board of Kleeneze plc currently comprises the Chairman, three other non-executive directors and four executive directors. 
Since 1st May 2002, the Kleeneze plc board has comprised the following members:
Name Title
Sir Clive Thompson Chairman
William Rollason Chief Executive (appointed 8th January 2003)
Chris Hulland Finance Director and Company Secretary
Nicholas Gilodi-Johnson Director and Group Development Manager
George Pollock Marketing Director 
Neil Gillis Non-executive Director (appointed 13th August 2003)
Paul Munn Non-executive Director (appointed 20th November 2002)
Stephen Roberts Non-executive Director
Tim Parker Non-executive Director (resigned 24th September 2002)
Biographies for all directors who were in office at 30th April 2003 are given on page 15.
Stephen Roberts is not considered to be independent. Sir Clive Thompson, Paul Munn and Neil Gillis are considered 
to be independent.
The Board has adopted a formal schedule of matters specifically reserved for its decision. These include the approval of Group
budgets, forecasts, financial results, interim dividends, major capital expenditure proposals and acquisitions. Procedures have
also been established to allow all members of the Board to make contact with and discuss matters affecting the Company with
its external auditors and its legal advisers.
The Board as a whole is responsible for the Group’s systems of internal control in order to safeguard shareholders’ investment
and the assets of the Group.
Board meetings 
The Board meets every month with the exception of August. All directors attended every meeting during their term of office
with the exception of George Pollock who did not attend one meeting and Tim Parker who did not attend two meetings. 
The Audit Committee met on 3rd July 2002 and 11th December 2002 and the Remuneration Committee met on 22nd May 2002. 
All committee members attended every meeting during their term of office.
Board Committees
There are currently three sub-committees of the Board: the Audit Committee, the Remuneration Committee and the Nomination
Committee. During committee meetings, the non-executive directors have the opportunity to meet without the presence of the
executive directors. The role and function of the committees is as follows:
Audit Committee
The Audit Committee’s terms of reference include the approval of interim and final financial statements, review of accounting
policies and the monitoring of the Group’s internal controls. The executive directors and the Group’s external auditors attend 
by invitation. This committee comprises Paul Munn (chairman), Sir Clive Thompson, Neil Gillis and Stephen Roberts.
Remuneration Committee
The Report of the Remuneration Committee is set out on pages 16 to 19. It is the role of the Remuneration Committee to set
the remuneration levels and performance related incentives for the executive directors and various senior managers in the
Group and oversee the Group’s share option schemes. The members of this committee are Sir Clive Thompson (chairman), 
Neil Gillis, Paul Munn and Stephen Roberts.
Nomination Committee
This committee is responsible for recommending Board appointments. The members of this committee are Sir Clive Thompson
(chairman), William Rollason, Paul Munn and Stephen Roberts.  Kleeneze plc 
Annual Report & Accounts 2003
22
Report of the Directors
Internal control
The directors are responsible for the Group’s systems of internal control, which are designed to safeguard shareholders’
investment and the assets of the Group. The Audit Committee reviews the effectiveness of the system of controls and reports
its findings to the Board. These control systems cover the safeguarding of assets, maintenance of proper accounting records
and reliability of financial information used by the business. Such procedures can only be relied upon to manage, rather than
eliminate, the risk of failure to achieve business objectives and provide reasonable, and not absolute, assurance against
material errors, losses or frauds. These procedures have been in place throughout the year and up to the date of approval 
of this report. 
The key procedures that the directors have established are regularly reviewed and are designed to provide effective control
within the Group and accord with the Internal Control Guidance on the Combined Code issued by the Institute of Chartered
Accountants in England and Wales. 
The major aspects of the Group’s internal control systems are summarised below:
Control environment
The Group consists of two main operating subsidiaries, each with its own management and control procedures. The executive
directors are actively involved in the management of all Group businesses and the implementation of their internal controls.
Meetings are regularly held with operational management during which trading results are reviewed, business risks are
assessed and procedures are set in place to minimise or control those risks. Formal reviews are carried out monthly. 
Procedures exist to ensure the approval of significant financial commitments and expenses by appropriate executive personnel. 
Risk assessment
There is a re-assessment of business risks on an annual basis. This is carried out by the operational management and
reviewed by the Board. The Audit Committee reviews the way in which the assessment has been carried out and reviewed 
to ensure that the procedure will allow for the identification of all major risks. These reports cover the key risks which impact
upon the trading performance of each business. Additional internal reports are prepared as required by the operational
management and are reviewed by the executive directors and senior executives. 
Management information
An annual budget is prepared by the operational management before the start of each financial year. This is reviewed by 
the Board to ensure that it adheres to the Group’s overall strategy and that it is robust in its preparation. Detailed monthly
accounts are compared against forecast results with projections for the financial year being made quarterly or more frequently
if necessary. Major variances from the forecast are analysed promptly and remedial action taken where appropriate. 
Analyses of sales margins and cash movements are reviewed weekly by the executive directors.
Key performance indicators are produced at least monthly by each operating unit and are used to assess the achievement 
of business objectives.
Compliance with the code of best practice
In the following respects the Company has not, throughout the whole of the financial year ended 30th April 2003, complied
with section 1 of the Combined Code on Corporate Governance:
• The Combined Code recommends that directors’ contractual periods of notice should not exceed one year: 
a) George Pollock‘s contractual period of notice was two years. Notice of termination has been given to expire 
on 8th January 2005.
b) Chris Hulland’s contractual period of notice was reduced from two years to one year on 13th November 2002.
• There is no contract with Stephen Roberts for his services as a director.
• The Remuneration Committee comprised, Sir Clive Thompson, Paul Munn and Stephen Roberts who, under the provisions 
of the Code, may not be treated as an independent director. The Board composition is under review.
• The Company has not appointed a senior independent director.
Report of the Directors
continued Kleeneze plc 
Annual Report & Accounts 2003
23
Report of the Directors
Going concern
After making suitable enquiries, the directors believe that the Group has adequate resources to continue in operational
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.
Employees
The Group encourages the employment of disabled persons and offers the same employment opportunities to disabled
persons as to others having regard to the requirements of the position and the abilities of each person. The Group keeps
employees informed of matters which affect them. 
Allotment of equity securities
A resolution will be proposed at the Annual General Meeting to replace the existing authority of the directors to exercise the
powers of the Company to allot relevant securities with authority to do the same for a period of one year and to extend for a
further year the authority of the directors to allot equity securities for cash other than strictly in accordance with the statutory
pre-emption provisions.
Articles of association
The directors have decided that the Articles of Association should be updated to reflect changes in regulations and current
best practice. A resolution to adopt new Articles of Association will be proposed to members at the Annual General Meeting
and a summary of the changes is shown in the letter to shareholders accompanying the Notice of meeting. Copies of the
proposed Articles of Association will be displayed at the offices of Nicholson, Graham and Jones at 110 Cannon Street,
London EC4N 6AR. Copies can also be obtained from the Company Secretary at Farepak House, Westmead Drive, Swindon,
Wiltshire, SN5 7YZ or can be downloaded from the Company’s website at www.kleenezeplc.co.uk.
Supplier payment policy
The Company agrees terms of payment with suppliers prior to the supply of goods or services. The Company’s policy is to
observe all contracted commitments including terms of payment. At 30th April 2003, the Company did not have any trade
creditors (2002: nil).
Annual General Meeting
The Company’s Annual General Meeting will be held on Wednesday 24th September 2003 at the Butchers Hall,
87 Bartholomew Close, London EC1A 7EB commencing at 12.00 noon. Further details are contained in the notice of the
Annual General Meeting sent to shareholders.
Auditors
A resolution to re-appoint Ernst & Young LLP as the Company’s auditor will be put to the members at the forthcoming 
Annual General Meeting. 
By order of the Board
Chris Hulland
Secretary
13th August 2003 Kleeneze plc 
Annual Report & Accounts 2003
24
Statement of Directors’ responsibilities
Statement of Directors’ responsibilities
for the year ended 30th April 2003
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of
the state of affairs of the Company and of the Group at the end of that financial year and of the profit or loss of the Group for
that period. In preparing those financial statements the directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable and prudent; and
– state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the accounts.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy, at any time,
the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies Act
1985. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. Kleeneze plc 
Annual Report & Accounts 2003
25
Independent Auditors’ report to the
members of Kleeneze plc
We have audited the Group’s financial statements for the year ended 30th April 2003 which comprise the Consolidated profit
and loss account, Consolidated balance sheet, Company balance sheet, Consolidated cash flow statement, Consolidated
statement of total recognised gains and losses, Reconciliation of shareholders’ funds and the related notes 1 to 30. These
financial statements have been prepared on the basis of the accounting policies set out therein. We have also audited the
information in the Directors’ remuneration report that is described as having been audited. 
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s 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 are responsible for preparing the Annual Report, including the financial statements which are required to be
prepared in accordance with applicable United Kingdom law and accounting standards as set out in the Statement of
Directors’ responsibilities in relation to the financial statements.
Our responsibility is to audit the financial statements and the part of the Directors’ remuneration report to be audited in
accordance with relevant legal and regulatory requirements, United Kingdom Auditing Standards and the Listing Rules of 
the Financial Services Authority.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial
statements and the part of the Directors’ remuneration report to be audited have been properly prepared in accordance 
with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ report is not consistent with the financial
statements, if the Company has not kept proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law or the Listing Rules regarding directors’ remuneration
and transactions with the Group is not disclosed.
We review whether the Corporate governance statement reflects the Company’s compliance with the seven provisions of the
Combined Code specified for our review by the Listing Rules, and we report if it does not. We are not required to consider
whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of 
the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial
statements. This other information comprises the Directors’ report, the unaudited part of the Directors’ remuneration report,
Chairman’s statement, Chief executive’s report, Financial review and Corporate governance statement. We consider the
implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial
statements. Our responsibilities do not extend to any other information.
Basis of audit opinion 
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An
audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements
and the part of the Directors’ remuneration report to be audited. It also includes an assessment of the significant estimates
and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies
are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the
Directors’ remuneration report to be audited are free from material misstatement, whether caused by fraud or other irregularity
or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial
statements and the part of the Directors’ remuneration report to be audited.
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 30th April 2003
and of the loss of the Group for the year then ended; and
• the financial statements and the part of the Directors’ remuneration report to be audited have been properly prepared 
in accordance with the Companies Act 1985.
Ernst & Young LLP
Registered Auditor
London
13th August 2003
Independent Auditors’ report to the
members of Kleeneze plc Kleeneze plc 
Annual Report & Accounts 2003
26
Consolidated profit and loss account
Consolidated profit and loss account 
for the year ended 30th April 2003
2003 2002
Continuing Discontinued Continuing Discontinued
activities activities Total activities activities Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Turnover 2 164,120 34,091 198,211 154,543 58,069 212,612 
Cost of sales (130,072) (31,462) (161,534) (122,556) (42,045) (164,601)
Gross profit 34,048 2,629 36,677 31,987 16,024 48,011 
Selling and distribution expenses (8,072) (3,309) (11,381) (7,594) (3,622) (11,216)
Administrative expenses (7,929) (5,623) (13,552) (7,735) (5,611) (13,346)
Other operating expenses (10,233) (4,576) (14,809) (10,210) (5,268) (15,478)
Other operating expense –
impairment of intangible asset 3 –(33,400) (33,400) –– –
Group operating profit/(loss) 7,814 (44,279) (36,465) 6,448 1,523 7,971 
Share of operating profit 
of associated company 697 – 697 663 – 663 
Total operating profit/(loss) 2 8,511 (44,279) (35,768) 7,111 1,523 8,634 
Provision for loss on sale of business 4 –– – – (2,306)(2,306)
Profit/(loss) on ordinary activities 
before interest and tax 8,511 (44,279) (35,768) 7,111 (783) 6,328
Net interest payable 6 (557) – (557) (366) – (366)
Share of interest of associated company 292 – 292 338 – 338 
Profit/(loss) on ordinary activities before tax 8,246 (44,279) (36,033) 7,083 (783) 6,300 
Tax on profit/(loss) on ordinary activities 9 (2,248) 2,184 (64) (1,892) (368) (2,260)
Exceptional tax credit 9 1,115 – 1,115 –– –
Profit/(loss) for the year attributable 
to shareholders 7,113 (42,095) (34,982) 5,191 (1,151) 4,040
Dividends including non-equity dividends 11 (45) – (45) (3,965) – (3,965)
Retained profit/(loss) for the year 7,068 (42,095) (35,027) 1,226 (1,151) 75
Earnings/(loss) per ordinary share 
– basic and diluted 12 15.08p (89.79)p (74.71)p 10.98p (2.46)p 8.52p
Earnings/(loss) per ordinary share 
– excluding exceptional items 12 12.70p (89.79)p (77.09)p 10.98p 2.46p 13.44p Kleeneze plc 
Annual Report & Accounts 2003
27
Consolidated balance sheet
Consolidated balance sheet
at 30th April 2003
2003 2002
Notes £’000 £’000 £’000 £’000
Fixed assets:
Intangible assets 13 442 33,400
Tangible assets 14 13,117 13,984
Investments 15 457 81
14,016 47,465
Current assets:
Stocks 16 14,313 22,079
Debtors 17 12,232 13,667
Cash at bank and in hand 18 2,430 1,004
28,975 36,750
Creditors: Amounts falling due within one year 19 (50,968) (57,909)
Net current liabilities (21,993) (21,159)
Total assets less current liabilities (7,977) 26,306
Creditors: amounts falling due after more than one year 20 (330) –
Provision for liabilities and charges: 
Deferred taxation 21 (364) (18)
(8,671) 26,288
Capital and reserves:
Called up share capital:
Ordinary 22 2,344 2,344
Preference 22 500 500
2,844 2,844
Share premium account 23 1,139 1,139
Revaluation reserve 23 411 411
Profit and loss account 23 (13,065) 21,894
(8,671) 26,288
Shareholders’ funds:
Equity (9,171) 25,788
Non-equity 500 500
(8,671) 26,288 
Chris Hulland
Director
Approved by the Board on 13th August 2003 Kleeneze plc 
Annual Report & Accounts 2003
28
Company balance sheet
2003 2002
Notes £’000 £’000 £’000 £’000
Fixed assets
Tangible assets 14 49 79
Investments 15 3,306 18,674
3,355 18,753
Current assets
Debtors 17 10,353 7,367
Creditors: Amounts falling due within one year 19 (9,225) (20,074)
Net current assets/(liabilities) 1,128 (12,707)
Total assets less current liabilities 4,483 6,046
Capital and reserves
Called up share capital:
Ordinary 22 2,344 2,344
Preference 22 500 500
2,844 2,844
Share premium account 23 1,139 1,139
Profit and loss account 23 500 2,063
4,483 6,046
Shareholders’ funds
Equity 3,983 5,546
Non-equity 500 500
4,483 6,046
Chris Hulland
Director
Approved by the Board on 13th August 2003
Company balance sheet
at 30th April 2003 Kleeneze plc 
Annual Report & Accounts 2003
29
Consolidated cash flow statement
Reconciliation of net cash flow to movement in net debt
2003 2002
Notes £’000 £’000 £’000 £’000
Net cash inflow from operating activities 24 8,033 3,601
Dividends received from associated company 700 848
Returns on investments and servicing of finance
Interest received 404 388
Interest paid (823) (638)
Issue costs on bank facilities (200) –
Preference dividends paid (45) (45)
Net cash outflow from returns on investments and servicing of finance (664) (295)
Taxation
UK corporation tax paid (415) (2,424)
Capital expenditure and financial investment
Purchase of tangible assets (1,628) (2,263)
Proceeds from sale of tangible assets 146 196
Net cash outflow from capital expenditure and financial investment (1,482) (2,067)
Acquisitions and disposals
Proceeds of sale of business 24 762 –
Purchase of subsidiary undertakings 15 (224) –
Cash balances acquired with subsidiary undertakings 15 351 –
Net cash inflow from acquisitions and disposals 889 –
Equity dividends paid (2,912) (3,920)
Net cash inflow/(outflow) before use of liquid resources and financing 4,149 (4,257)
Financing
New long term loans 424 –
Repayment of loans (31) –
Repayment of loan notes (1,146) (3,349)
Increase/(decrease) in cash 24 3,396 (7,606)
Reconciliation of net cash flow to
movement in net debt
2003 2002
£’000 £’000
Increase/(decrease) in cash 3,396 (7,606)
Loan notes repaid 24 1,146 3,349
New long term loans (424) –
Repayment of loans 31 –
Movement in net debt 4,149 (4,257)
Net debt at start of period 24 (20,180) (15,923)
Net debt at end of period 24 (16,031) (20,180)
Consolidated cash flow statement
for the year ended 30th April 2003 Kleeneze plc 
Annual Report & Accounts 2003
30
Consolidated statement of total recognised gains and losses
Reconciliation of shareholders’ funds
2003 2002
£’000 £’000
(Loss)/profit for period excluding share of profits of associated company (35,676) 3,339
Share of associate’s profit for the period 694 701
(Loss)/profit for the period attributable to shareholders (34,982) 4,040
Exchange difference on re-translation of net assets of subsidiary company 68 (11)
Total gains and losses relating to the year (34,914) 4,029
Reconciliation of shareholders’ funds
for the year ended 30th April 2003
2003 2002
£’000 £’000
Opening shareholders’ funds as previously reported 26,288 25,716
Adjustment to opening shareholders’ funds on adoption of FRS19 – (1,017)
Opening shareholders’ funds as restated 26,288 24,699
Total recognised gains and losses relating to the year (34,914) 4,029
Reinstatement of goodwill on disposal of business – 1,525
Dividends (45) (3,965)
Closing shareholders’ funds (8,671) 26,288
Consolidated statement of total
recognised gains and losses
for the year ended 30th April 2003 Kleeneze plc 
Annual Report & Accounts 2003
31
Notes forming part of the 
financial statements 
1. Accounting policies 
The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain
freehold land and buildings and certain investments in subsidiary undertakings. The Group and Company accounts have been
prepared in accordance with applicable accounting standards and comply, as detailed below, with the following Financial
Reporting Standards which have been implemented during the year:
FRS17 – Retirement Benefits
The Group has complied with the transitional disclosure requirements contained in FRS17. Full implementation of this
standard is not yet required. 
Basis of consolidation
For the purpose of the preparation of the Group accounts, references made to Group subsidiary companies and the
associated company relate to subsidiary undertakings and the associated undertaking of the Group respectively, as defined
by the Companies Act 1985.
The consolidated financial statements incorporate the accounts of Kleeneze plc and all its subsidiary companies made 
up to 30th April 2003 together with its associated company made up to 31st March 2003.
Goodwill 
Goodwill on consolidation arises under acquisition accounting and represents the excess of the fair value of purchase
consideration over the fair value of the underlying net assets of subsidiaries at the time of acquisition.
Goodwill arising on acquisitions prior to 30th April 1998 was transferred to reserves in the year in which it arose. Upon the
implementation of FRS10 – Goodwill and Intangible Assets, goodwill previously eliminated against reserves was not re-instated
but will be charged to the profit and loss account if the businesses to which it relates were to be disposed of.
Goodwill arising on acquisitions since 1st May 1998 is capitalised, classified as an asset on the balance sheet and amortised
on a straight line basis over its economical life up to a maxium of 20 years. It is reviewed for impairment at the end of the 
first full financial year following acquisition and in other periods if events or circumstances indicate that carrying value may
not be recoverable.
The goodwill relating to the acquisition of Display Marketing Group (“DMG”) in November 2000 was not being amortised. The
directors believed that the goodwill relating to the acquisition of DMG was an inseparable part of the business and that such
business, if properly managed, would grow in value over the years. DMG operated in a mature market which is not subject 
to high volatility in fashion or demand. The directors, therefore, concluded that this business had an indefinite useful life and,
hence, goodwill was not amortised. This treatment, which departs from the specific requirement of companies’ legislation to
amortise goodwill over a finite period, was necessary to give a true and fair view. The directors considered this necessary for
the reasons noted above. A review was carried out every financial period to assess the recoverability of the carrying value 
of goodwill. Any reductions in the value of goodwill were charged to the profit and loss account.
Associated company 
A company is treated as an associated company when the Group:
• holds a participating interest in it for the long term; and
• exercises a significant influence over its operating and financial policy decisions.
The Group’s share of the results of its associated company is included in the consolidated profit and loss account. The
investment in the associated company included in the consolidated balance sheet is based on the Group’s share of the 
net assets of that company.
Turnover 
Group turnover represents sales to external customers at invoiced amounts less value-added tax. Sales by the associated
company are not included. 
Depreciation 
Depreciation is provided to write off the cost or valuation, less estimated residual value, of all tangible fixed assets over their
expected useful lives on a straight-line basis. Freehold land is not depreciated. 
Depreciation is calculated at the following rates: 
Freehold buildings – 2% per annum 
Leasehold land and buildings – Depreciated over the remaining life of the leases 
Plant and equipment – 10% – 25% per annum 
Motor vehicles – 25% per annum 
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate
the carrying value may not be recoverable.
Notes forming part of the 
financial statements
for the year ended 30th April 2003 Kleeneze plc 
Annual Report & Accounts 2003
32
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
1. Accounting policies (continued)
Other operating expenses
Costs and expenses grouped under Other operating expenses include marketing expenditure, depreciation and property costs.
Stocks
Stocks are valued at the lower of cost and net realisable value. Cost includes direct expenditure and a proportion of overhead
expenses where applicable.
Pensions
Pension costs for the Group’s defined benefit pension schemes are charged to the profit and loss account so as to spread 
the cost of pensions over the employees’ estimated working lives with the Group.
Contributions payable in respect of the Group’s defined contribution schemes are charged to the profit and loss account
during the accounting period to which they relate. 
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date
where transactions or events have occurred at that date that will result in an obligation to pay more tax, or a right to pay less,
or receive a refund of more, tax with the following exceptions:
• Provision is made for tax on gains arising from the revaluation (or similar fair value adjustments) of fixed assets, or gains 
on disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet
date, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis
of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into
replacement assets and charged to tax only where the replacement assets are sold.
• Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there 
will be suitable taxable profits from which the underlying timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing
differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Leasing commitments 
Rentals paid under operating leases are charged to income on a straight-line basis over the term of the lease.
Foreign currencies
Foreign currency transactions are recorded at the exchange rates ruling at the dates of the transactions. Monetary assets 
and liabilities denominated in foreign currencies are translated at year end exchange rates and resulting exchange differences
are dealt with through the profit and loss account.
The profit and loss account of Kleeneze Ireland, the Group’s only significant overseas subsidiary company, is translated 
at the average exchange rate for the year. The balance sheet is translated at the exchange rate ruling at the year end date.
The exchange difference arising on re-translation is taken to the statement of total recognised gains and losses. 
The Group uses forward foreign currency contracts to reduce exposure to foreign exchange rates. The Group considers 
its derivative instruments qualify for hedge accounting when certain criteria are met. 
The criteria for forward foreign currency contracts are:
• the instrument must be related to a foreign currency asset or liability that is probable and whose characteristics have 
been identified;
• it must involve the same currency as the hedged item; and
• it must reduce the risk of foreign currency exchange movements on the Group’s operations.
The rates under such contracts are used to record the hedged item. As a result, gains and losses are offset against the 
foreign exchange gains and losses on the related financial assets and liabilities, or where the instrument is used to hedge 
a committed, or probable, future transaction are deferred until the transaction occurs.  Kleeneze plc 
Annual Report & Accounts 2003
33
Notes forming part of the 
financial statements 
2. Segmental analysis
Turnover Operating profit/(loss) Net assets/(liabilities)
2003 2002 2003 2002 2003 2002
£’000 £’000 £’000 £’000 £’000 £’000
Kleeneze UK 86,270 81,776 6,636 5,472 17,877 11,049 
Farepak 77,850 72,767 1,875 1,639 19,703 13,160 
Continuing activities 164,120 154,543 8,511 7,111 37,580 24,209
DMG – excluding impairment of intangible asset 32,237 42,631 (10,764) 1,679 (46,251) (1,225)
Tranfood 1,854 15,438 (115) (156) – 3,304
198,211 212,612 (2,368) 8,634 (8,671) 26,288 
DMG – impairment of intangible asset (33,400) –
(35,768) 8,634
With the exception of £5,980,000 (2002: £6,066,000) which was generated within the Republic of Ireland, all turnover originated
within the United Kingdom. Turnover by destination was not materially different from turnover by source.
Group turnover excludes the Group’s share of the turnover of its associated company, Home Farm Hampers Limited. 
The Group’s share of the turnover of Home Farm Hampers Limited for the year ended 31st March 2003 was £15,354,000 
(2002: £14,346,000). Turnover of the Group including Home Farm Hampers was £213,565,000 (2002: £226,958,000).
The Group’s share of Home Farm Hampers Limited’s pre-tax profit of £989,000 (2002: £1,001,000) is shown within Farepak 
in the Segmental Analysis above.
The net liabilities figure of £8,671,000 (2002: net assets of £26,288,000) includes net debt of £16,031,000 (2002: £20,180,000)
and tax receivable of £864,000 (2002: £892,000 payable).
3. Impairment of intangible asset
The carrying value of the goodwill that arose on the acquisition of DMG was reduced by £23,400,000 at 31st October 2002. 
The remaining balance of £10,000,000 was written off at 30th April 2003. These amounts have been charged to other operating
expenses in the year (2002: nil).
Total other operating expenses for discontinued activities were £37,976,000 (2002: £5,268,000) and for the Group in total 
were £48,209,000 (2002: £15,478,000).
4. Provision for loss on sale of business
On 7th June 2002, the business and certain assets of Tranfood were sold. This disposal was treated as an adjusting post
balance sheet event in the financial statements for the year ended 30th April 2002. The provision for the loss on disposal 
was as follows:
2002
£’000
Goodwill previously written off to reserves 1,525
Reduction in carrying value of tangible fixed assets to net realisable value 681
Costs of disposal 100
2,306
Details of the cash flows arising on disposal are given in note 24. Kleeneze plc 
Annual Report & Accounts 2003
34
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
5. Associated company
The results of Home Farm Hampers Limited (“Home Farm”), the Group’s associated company, for the year ended 
31st March were:
2003 2002
£’000 £’000
Turnover 38,384 35,864
Operating profit 1,742 1,657
Interest receivable 731 844
Profit on ordinary activities before taxation 2,473 2,501
Tax on profit on ordinary activities (739) (750)
Profit for the year attributable to shareholders 1,734 1,751
2003 2002
£’000 £’000
Total assets 10,839 11,989
Total liabilities (10,638) (11,787)
Net assets 201 202
The results shown above have been re-stated to bring them into line with Kleeneze’s accounting policies.
6. Net interest payable
2003 2002
£’000 £’000
Interest payable on bank loans and overdrafts (672) (485)
Other interest payable (190) (171)
Amortisation of facilities costs (100) (100)
Bank interest receivable 69 108
Other interest receivable 336 282
(557) (366)
7. Profit/(loss) on ordinary activities before taxation
2003 2002
£’000 £’000
This is arrived at after charging:
Depreciation 1,511 2,086
Impairment of intangible assets (note 3) 33,400 –
Provision for loss on sale of business (note 4) – 2,306
Auditors’ remuneration:
Audit 110 101
Other services 73 218
Operating lease rentals: 
Land and buildings 743 497
Plant and machinery 242 131
Profit on sale of fixed assets 24 61 Kleeneze plc 
Annual Report & Accounts 2003
35
Notes forming part of the 
financial statements 
8. Employees
The average monthly number of employees of the Group during the year, including executive directors, was as follows:
2003 2002
Number Number
Administration 277 303
Production and sales 532 675
809 978
Staff costs for all employees, including the executive directors, consist of:
2003 2002
£’000 £’000
Wages and salaries 14,170 16,156
Social security costs 1,125 1,263
Pension costs 603 672
15,898 18,091
Details of the remuneration, pension entitlements and share options for each director are shown within the Directors’
remuneration report. 
9. Tax on profit/(loss) on ordinary activities
2003 2002
£’000 £’000
UK corporation tax – 2,455
Over provision in previous years (590) (239)
Exceptional tax credit (1,115) –
Group current tax (1,705) 2,216
Share of associated company’s tax charge 295 300
Total current tax (1,410) 2,516
Transfer from deferred tax account (note 21) 359 (256)
(1,051) 2,260
Current year tax charge 64 2,260
Exceptional tax credit (1,115) –
(1,051) 2,260 Kleeneze plc 
Annual Report & Accounts 2003
36
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
9. Tax on profit/(loss) on ordinary activities (continued)
The tax assessed for the year is higher than the standard rate of corporation tax in the UK (30%). The differences were as follows:
2003 2002
£’000 £’000
(Loss)/profit on ordinary activities before tax (36,033) 6,300
(Loss)/profit on ordinary activities before tax multiplied 
by the standard rate of UK corporation tax (30%) (10,810) 1,890
Tax effects of:
Adjustments to tax charge in respect of previous years (590) (239)
Exceptional tax credit in respect of previous years (1,115) –
Goodwill impairment not allowable for tax purposes 10,020 –
Goodwill re-instated on sale of business not deductible for tax purposes – 457
Expenses deductible for tax in future years (70) 30
Net expenses not deductible for tax purposes 89 152
Depreciation in advance of capital allowances 343 226
Unrelieved losses carried forward 723 –
Actual current tax (credit)/charge (1,410) 2,516
Based on capital expenditure plans, the Group expects that the depreciation charge will continue to exceed available capital
allowances in future years.
In accordance with the requirements of FRS19, no provision has been made for deferred tax on gains recognised on revaluing
freehold land and buildings to their market value. However, due to the level of capital losses available in the Group, no tax
would be payable if the properties were sold at the revalued amounts (2002: nil).
The Group has not recognised a deferred asset on losses carried forward within the Group as the directors are not certain that
the operations that led to the loss arising will generate sufficient profits to utilise these losses in future years. The deferred tax
asset will be recognised if sufficient profit is generated to utilise the losses brought forward.
Exceptional tax credit
During the year, Kleeneze UK received a net refund of corporation tax paid in respect of previous years of £1,115,000 (2002: nil)
reflecting tax credits arising on capital allowances claims by Kleeneze UK since 1995. 
10. (Loss)/profit for the year attributable to the members of Kleeneze plc
2003 2002
£’000 £’000
Dealt with in the financial statements of the parent company (1,518) 4,748
The profit and loss account of Kleeneze plc is not presented in accordance with the exemptions permitted by Section 230 
of the Companies Act 1985.
11. Dividends
2003 2002
£’000 £’000
Non equity dividends:
Cumulative preference shares – paid 45 45
Equity dividends:
Ordinary shares of 5p each:
Interim paid – 1,008
Final proposed – 2,912
45 3,965 Kleeneze plc 
Annual Report & Accounts 2003
37
Notes forming part of the 
financial statements 
12. Earnings/(loss) per ordinary share
Basic earnings/(loss) per share
Basic earnings/(loss) per share has been calculated on the weighted average number of ordinary shares in issue during the
financial year of 46,885,047 (2002: 46,885,047). Earnings is defined as the profit/(loss) after taxation and preference dividends. 
Diluted earnings/(loss) per share
Diluted earnings/(loss) per share has been calculated using an average number of shares of 46,885,047 (2002: 46,885,047). The
average number of shares has not been adjusted for the fair value of shares under the three Kleeneze plc share option schemes
on the basis that the share option price exceeded the fair value of the Kleeneze plc 5p ordinary shares throughout the year or
that the conditions which apply to the exercise of share options were not met on 30th April 2003 (2002: no adjustment). Details
of the share option schemes are given in note 22 – Share Capital.
Earnings per share for continuing and discontinued businesses
Earnings per share has been split between continuing and discontinued businesses as the directors consider that this gives 
a useful additional indication of underlying performance. Earnings is defined as the profit/(loss) after taxation and preference
dividends as shown on the profit and loss account. The weighted average number of shares used in each case was 46,885,047
(2002: 46,885,047). 
Earnings per share excluding exceptional items
As a further measure, earnings per share excluding exceptional items has been calculated by taking the profit after tax and
preference dividends, as shown on the profit and loss account, and deducting the exceptional tax credit of £1,115,000 
(2002: provision for loss on sale of business £2,306,000 added back). The weighted average number of shares used in each
case was 46,885,047 (2002: 46,885,047).
13. Intangible fixed assets
Goodwill
Group £’000
Cost
At 1st May 2002 33,400
Arising on acquisition 442
At 30th April 2003 33,842
Amortisation
Impairment charge in year (33,400)
At 30th April 2003 (33,400)
Net book value
At 30th April 2003 442
At 30th April 2002 33,400
The goodwill arising on acquisition related to the acquisition of Goodway Hampers Limited on 7th April 2003 (note 15).
The impairment of goodwill arose as a result of reviews, carried out at 31st October 2002 and 30th April 2003, of the carrying
value of the goodwill which arose on the acquisition of DMG. Kleeneze plc 
Annual Report & Accounts 2003
38
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
14. Tangible fixed assets 
Plant, 
Land and equipment
buildings and vehicles Total
Group £’000 £’000 £’000
Cost or valuation
At 1st May 2002 12,661 13,530 26,191
Additions 367 1,261 1,628
Disposals – (671) (671)
Disposal of business –(4,039) (4,039)
At 30th April 2003 13,028 10,081 23,109
Depreciation
At 1st May 2002 2,355 9,852 12,207
Provision for the year 280 1,231 1,511
Disposals – (549) (549)
Disposal of business –(3,177) (3,177)
At 30th April 2003 2,635 7,357 9,992
Net book value
At 30th April 2003 10,393 2,724 13,117
At 30th April 2002 10,306 3,678 13,984
The net book value of land and buildings comprises:
2003 2002
£’000 £’000
Freehold properties at cost or valuation 8,780 8,937
Long leasehold at cost 1,340 1,369
Short leasehold properties at cost* 273 –
10,393 10,306
* cost includes structural improvements to leasehold properties
On 7th June 2002, the Group entered into an agreement for the future sale of a freehold property at an agreed price of
£1,000,000 within three years from the date of the agreement. Rent is receivable until the sale takes place. In the opinion of 
the directors, the sale will not take place within the next year and, accordingly, the property is being treated as a fixed asset.
The property is not being depreciated as its net book value is equal to fair value.
During the year, the Group exchanged contracts for the sale of freehold property in Hanham, Bristol for £4,000,000. Completion
may take place at any time between July 2003 and July 2004. The profit on the disposal will not be recognised until the date 
of completion is known with reasonable certainty.
The Company has adopted the transitional provisions contained within FRS15 – Tangible Fixed Assets. Revalued properties 
will continue to be stated at their valuation, which has not been updated.
The Group’s freehold and long leasehold land and buildings (excluding those acquired since 1997) were valued by Gerald Eve,
Chartered Surveyors as at 30th April 1997 at £7,300,000 on the basis of their existing use value in accordance with the Appraisal
and Valuation Manual of the Royal Institution of Chartered Surveyors. This compared with a book value of £7,300,000, inclusive
of the previous revaluation, in the accounts at that date. Kleeneze plc 
Annual Report & Accounts 2003
39
Notes forming part of the 
financial statements 
14. Tangible fixed assets (continued)
The net book value of land and buildings calculated on a historical cost basis is as follows:
Net book value
2003 2002
£’000 £’000
Freehold 8,369 8,526
Long leasehold 1,340 1,369
Short leasehold 273 –
9,982 9,895
At 30th April 2003 the Group had contracted commitments for capital expenditure of £35,000 (2002: £170,000) which are not
provided in these accounts. Capital expenditure of £2,500,000 was authorised by the Board at a meeting in May 2003 for new
distribution and office facilities at the leasehold premises in Bristol.
Plant, equipment
and vehicles
Company £’000
Cost or valuation
At 1st May 2002 189
Additions 52
Disposals (54)
At 30th April 2003 187
Depreciation
At 1st May 2002 110
Provision for the year 43
Disposals (15)
At 30th April 2003 138
Net book value
At 30th April 2003 49
At 30th April 2002 79
At 30th April 2003 the Company had no contracted commitments for capital expenditure (2002: £nil).  Kleeneze plc 
Annual Report & Accounts 2003
40
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
15. Fixed asset investments
Investment in associated company 
2003 2002
Group £’000 £’000
Cost 40 40
Retained profit 417 41
457 81
Shares in subsidiary undertakings
Company £’000
Cost or valuation
At 1st May 2002 and at 30th April 2003 18,674
Amounts provided
Provided in the year (15,368)
At 30th April 2003 (15,368)
Net book value
At 30th April 2003 3,306
At 30th April 2002 18,674
The original investment in DMG of £15,368,000 has been provided for in full.
The following were principal subsidiary and associated companies at the end of the year:
Proportion of ordinary share capital held:
Name Directly Indirectly Nature of Business
Subsidiaries:
Farepak Mail Order Limited 100% Mail order retailer
Display Marketing Group Limited 100% Direct marketing retailer
Kleeneze Europe Limited 100% Network marketing retailer
Kleeneze Ireland Limited 100% Network marketing retailer
Goodway Hampers Limited 100% Mail order retailer
Associated Company:
Home Farm Hampers Limited 40% Mail order retailer
All companies are registered and operate in the United Kingdom with the exception of Kleeneze Ireland Limited, which is
registered in and operates within the Republic of Ireland. Kleeneze plc 
Annual Report & Accounts 2003
41
Notes forming part of the 
financial statements 
15. Fixed asset investments (continued)
On 7th April 2003, the Group acquired the entire share capital of Goodway Hampers Limited, a mail order retailer. 
The fair values of the net assets acquired and the consideration paid was as follows:
Book value and fair value
£’000
Debtors 59
Cash 351
Creditors due within one year (391)
Deferred tax 13
Net assets 32
Goodwill arising on acquisition 442
474
Discharged by:
Cash paid 224
Costs associated with the acquisition 20
Deferred consideration 230
474
The deferred consideration is due on 7th April 2004. A further adjustment may be required to the net assets and the deferred
consideration on agreement of completion accounts, otherwise, no further conditions attach to the amount or payment of the
deferred consideration.
The goodwill arising on acquisition is being written off over 20 years.
Goodway Hampers Limited had no material impact on the profit and loss account or cash flows of the Group between the 
date of acquisition and 30th April 2003. Pre acquisition profits were not material.
16. Stocks
Group
2003 2002
£’000 £’000
Finished goods 14,301 21,149
Frozen meat stocks – 661
Packing materials and other 12 269
14,313 22,079
The difference between purchase price or production cost of stocks and their replacement cost is not material. Kleeneze plc 
Annual Report & Accounts 2003
42
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
17. Debtors
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Trade debtors 6,837 9,056 – –
Amount owed by associated company – trading 58 57 – –
Dividend receivable from associated company 318 700 – –
Dividend receivable from subsidiary company – – 9,558 6,038
Amounts owed by subsidiaries – – 500 1,151
Corporation tax 1,228 – – –
Other debtors 787 819 – –
Prepayments 3,004 3,035 259 153
Deferred tax asset (note 21) – – 36 25
12,232 13,667 10,353 7,367
18. Cash at bank and in hand
Group
2003 2002
£’000 £’000
Cash 2,430 1,004
19. Creditors: Amounts falling due within one year
Group Company
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Current instalments due on loan (note 20) 63 – – –
Bank overdraft 17,358 19,328 371 58
Loan notes 710 1,856 710 1,856
Trade creditors 29,211 28,956 – –
Amounts owed to subsidiaries – – 7,050 14,965
Corporation tax – 874 637 –
Social security and other taxes 887 1,135 – –
Accruals and sundry creditors 2,739 2,848 457 283
Proposed dividend – 2,912 – 2,912
50,968 57,909 9,225 20,074
The overdraft and the loan notes are secured by a mortgage debenture in favour of Bank of Scotland covering all the Group’s
fixed property and short term assets.
20. Loans
Group
2003
£’000
Amounts repayable by instalments in more than 5 years:
Instalments payable within one year 63
Instalments payable in two to five years 251
Instalments payable after five years 79
393
Less: included in creditors: amounts falling due within one year (note 19) (63)
330 Kleeneze plc 
Annual Report & Accounts 2003
43
Notes forming part of the 
financial statements 
21. Deferred taxation
2003 2002
Unprovided Provided Unprovided Provided 
Group £’000 £’000 £’000 £’000
Losses (1,516) – – (794)
Accelerated capital allowances (134) 394 (123) 889
Other timing differences (31) (30) –(77)
Closing balance (1,681) 364 (123) 18
In the year ended 30th April 2002, the Group adopted FRS19 – Deferred Tax. The deferred tax figures have been adjusted 
as follows:
2003 2002
£’000 £’000
Balance at start of period as originally stated 18 1,068
Restated transfer to profit and loss account 359 (256)
Balance acquired with subsidiary undertaking (note 15) (13) –
Adjustment taken to goodwill – (794)
Net movements in year 346 (1,050)
Restated closing balance 364 18
2003 2002
Unprovided Provided Unprovided Provided
Company £’000 £’000 £’000 £’000
Balance at start of period as originally stated 
– depreciation in advance of capital allowances –(25) ––
Transfer to profit and loss account –(11) –(25)
Closing balance – deferred tax asset shown in debtors (note 17) –(36) –(25)
No deferred tax has been provided on the revaluation reserve shown in note 23 as the Group has not entered into any binding
agreement to sell the revalued assets. Due to the level of capital losses available in the Group, no tax would be payable if the
properties were sold at the revalued amounts (2002: nil).
22. Share capital
2003 2002
£’000 £’000
Authorised
63,000,000 (2002: 63,000,000) ordinary shares of 5p each 3,150 3,150
499,980 9% cumulative preference shares of £1 each 500 500
3,650 3,650
Allotted, called up and fully paid
46,885,047 (2002: 46,885,047) ordinary shares of 5p each 2,344 2,344
499,980 9% cumulative preference shares of £1 each 500 500
2,844 2,844
9% cumulative preference shareholders are entitled to a total fixed dividend of £3,750 per month payable in arrears. Preference
shareholders are entitled to attend general meetings of the Company but have no voting rights. There is no redemption
entitlement. Preference shareholders have priority over ordinary shareholders for repayment. Kleeneze plc 
Annual Report & Accounts 2003
44
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
22. Share capital (continued)
At 30th April 2003 options outstanding were as follows:
Ordinary shares Exercise price
number Dates exercisable £
Kleeneze plc Savings Related Share Option Scheme 97,531 01.05.2003 to 31.10.2003 1.8900
Kleeneze 1996 Discretionary Share Option Scheme:
Performance related
+
37,010 20.01.2002 to 19.01.2007 1.9625
214,000 28.09.2002 to 27.09.2009 2.8750
110,503 30.06.2003 to 29.06.2010 2.1900
283,579 31.10.2003 to 30.10.2010 1.8800
303,788 27.09.2004 to 26.09.2011 1.7750
511,249 27.09.2005 to 26.09.2012 1.1000
Performance related
*
845,528 09.01.2006 to 08.01.2013 0.6150
Non-performance related 378,864 20.01.2000 to 19.01.2007 1.9625
Kleeneze plc Executive Share Option Scheme:
Non-performance related 20,868 04.10.2002 to 03.10.2009 2.8750
27,396 30.06.2003 to 29.06.2010 2.1900
121,324 27.09.2005 to 26.09.2012 1.1000
Performance related
+
48,780 09.01.2006 to 08.01.2013 0.6150
+
Performance related options are exercisable in the event that the increase in earnings per share during the period from 
the date of grant of options to the date of exercise exceeds the increase in the Retail Price Index plus 3% per annum.
*
Performance related options granted to William Rollason. Details of the performance criteria are shown in the Directors’ 
remuneration report.
23. Reserves
Share Revaluation Profit
premium reserve and loss
account account
£’000 £’000 £’000
Group
Balance at 1st May 2002 1,139 411 21,894
Retained loss for the year –– (35,027)
Exchange difference on re-translation of net assets of subsidiary undertaking – – 68
At 30th April 2003 1,139 411 (13,065)
Share Profit
premium and loss
account account
£’000 £’000
Company
At 1st May 2002 1,139 2,063
Retained loss for the year –(1,563)
At 30th April 2003 1,139 500
The cumulative amount of goodwill written off by the Group at 30th April 2003, net of goodwill relating to undertakings
disposed of is £18,469,000 (2002: £18,469,000). Kleeneze plc 
Annual Report & Accounts 2003
45
Notes forming part of the 
financial statements 
24. Cash flow statement
a) Reconciliation of operating profit to net cash inflow from operating activities:
2003 2002
Continuing Discontinued Continuing Discontinued
activities activities Total activities activities Total
£’000 £’000 £’000 £’000 £’000 £’000
Operating profit 7,814 (44,279) (36,465) 6,448 1,523 7,971
Depreciation 897 614 1,511 410 1,676 2,086
Impairment of intangible assets – 33,400 33,400 –––
Decrease/(increase) in stocks 937 5,913 6,850 (2,294) (3,681) (5,975)
Decrease in operating debtors and prepayments 281 2,085 2,366 (94) 878 784
Increase/(decrease) in operating creditors and accruals 2,855 (2,460) 395 2,959 (4,163) (1,204)
Profit on sale of tangible fixed assets (41) 17 (24) (50) (11) (61)
4,929 39,569 44,498 931 (5,301) (4,370)
Net cash inflow from operating activities 12,743 (4,710) 8,033 7,379 (3,778) 3,601
b) Analysis of net debt:
2003 Cashflow 2002
£’000 £’000 £’000
Cash in hand and at bank 2,430 1,426 1,004
Bank overdrafts (17,358) 1,970 (19,328)
Net cash (14,928) 3,396 (18,324)
Loan notes (710) 1,146 (1,856)
Other long term loans (393) (393) –
(16,031) 4,149 (20,180)
c) Cash flows arising on sale of operation.
On 7th June 2002, the business and certain assets of Tranfood were sold. This disposal was treated as an adjusting post
balance sheet event in the accounts for the year ended 30th April 2002. The disposal is analysed as follows:
£’000
Net assets disposed of:
Tangible fixed assets 862
Stock 916
Prepayments 24
Trade creditors (562)
Other creditors and accruals (378)
862
Satisfied by:
Cash 862
The cash flows arising were as follows:
£’000
Cash consideration 862
Costs associated with the sale – all paid at 30th April 2003 (100)
762 Kleeneze plc 
Annual Report & Accounts 2003
46
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
25. Derivatives and other financial instruments
An explanation of the Group’s objectives, policies and strategies for the role of derivatives and other financial instruments, 
is given in the Financial review. The disclosure below excludes short term debtors and creditors, except where liabilities are
denominated in foreign currencies.
Interest rate risk profile of financial liabilities
The interest rate exposure and currency profile of the financial liabilities of the Group at 30th April was:
Fixed rate Floating rate
financial financial 
liabilities liabilities Total
Group £’000 £’000 £’000
2003
Sterling 393 22,015 22,408
Euro – 355 355
393 22,370 22,763
2002
Sterling – 21,184 21,184
Euro –– –
– 21,184 21,184
The overdraft bears interest at a floating rate based on the Bank of Scotland base rate. The loan notes bear interest at a rate
based on LIBOR. The sterling fixed rate liability is interest free and repayable in equal quarterly instalments by June 2009.
Cash deposits denominated in foreign currencies of £4,302,000 have been set off in arriving at the net cash shown in note 18
and the net bank overdraft shown in note 19 as the bank has a right of offset between these accounts.
Borrowing facilities
Details of the Group’s borrowing facilities are given in the Financial review. 
Interest rate risk profile of non-equity shares
The Company has in issue £499,980 of cumulative preference shares carrying a fixed dividend of 9% per annum. These shares
are denominated in sterling. The fair values of the preference shares are not materially different to the carrying values.
Interest rate risk profile of financial assets
The interest rate exposure of the financial assets of the Group at 30th April was:
Group
2003 2002
£’000 £’000
Floating rate financial assets
Sterling 2,317 36
US$ 4,311 705
Euro 104 263
6,732 1,004
Cash deposits earn interest at floating rates based on the banks’ base rates.
Currency exposures
With the exception of Kleeneze Ireland Limited where the functional currency is the Euro, all of the other Group companies
operate in Sterling. The principal differences on exchange, which are taken to the profit and loss account arise where purchases
are made by Group companies in a currency different to their reporting currency. At 30th April 2003, Kleeneze Ireland Limited
did not hold any assets or liabilities not denominated in Euro. Kleeneze plc 
Annual Report & Accounts 2003
47
Notes forming part of the 
financial statements 
25. Derivatives and other financial instruments (continued)
The table below shows the Group’s currency exposure, being the monetary assets of the Group that are not denominated 
in the operating currency of the relevant operating unit as at 30th April:
Operating currency – Sterling
2003 2002
Currency of Assets £’000 £’000
Euro – 66
US$ 3,954 705
Total 3,954 771
Fair values of financial assets and financial liabilities
At 30th April, the book value and fair value of the Group’s financial assets and liabilities (excluding short term debtors and
trading creditors) was as follows:
Book value and fair value
2003 2002
£’000 £’000
Primary Financial Instruments:
Short term borrowings:
Overdrafts (21,660) (19,328)
Loan notes (710) (1,856)
Long term loan (393) –
Cash and short term deposits:
Sterling 2,317 36
Foreign currencies 4,415 968
Hedges
The Group’s policy is to only hedge transactional currency exposures on future purchases denominated in a currency other
than Sterling. Gains and losses on hedging instruments are not recognised until the exposure that is being hedged is itself
recognised. Unrecognised gains and losses on hedges were as follows:
2003 2002
£’000 £’000
Losses unrecognised at 30th April, expected to be recognised in the following year (84) (368)
(Losses)/gains included in the profit and loss account that arose in previous years (368) 330
Notional amount of forward contracts outstanding at 30th April 1,952 13,439
Average exchange rate of forward contracts US$1.54 US$1.41
26. Pensions
The Group operates two pension schemes for employees. One is a funded defined benefit scheme, which is now closed 
to new entrants, the other is a Group Personal Pension plan.
The Group has continued to account for pensions in accordance with SSAP 24 and the disclosures given in a) below are in
accordance with that standard. FRS17, Retirement Benefits, was issued in November 2000 but is not yet mandatory for the
Group. The transitional disclosures, where these differ from or are not included in the disclosures under SSAP 24, are given 
in b) overleaf.
Defined benefit scheme
a) The defined benefit scheme provides benefits based on final pensionable pay. The assets of this scheme are held separately
from those of the Company, in the form of an insurance policy invested in a unit linked managed fund with Equitable Life
Assurance Society. The most recent valuation was carried out by a qualified independent actuary as at 29th April 2001 using
the projected unit method.
The assumptions which have the most significant effect on the results of the valuation are those relating to the rate of return 
on investments and the rates of increase in salaries and pensions. It was assumed that the investment returns would be 
7% per annum, that salary increases would be 5.85% per annum and that accrued pensions would increase at the rate of
2.75% per annum.  Kleeneze plc 
Annual Report & Accounts 2003
48
Notes forming part of the 
financial statements 
Notes forming part of the 
financial statements
continued
26. Pensions (continued)
The actuarial valuation showed that the market value of the scheme’s assets was £1,878,000 and the actuarial value of those
assets represented 74% of the benefits that had accrued to members, after allowing for expected future increases in earnings.
The agreed contribution rate for future years is 31.2% of gross salaries, an increase from 21.3%. The directors believe that 
this will be sufficient to cover future liabilities of the scheme and to take into account the fact that the scheme is now closed 
to new members and the age profile of the active membership is rising.
b) The additional disclosures required by FRS17 are set out below. The valuation carried out at 30th April 2001 has been
updated to 30th April 2003 by a qualified independent actuary. The major assumptions used by the actuary were:
At 30th April 2003 At 30th April 2002
% per annum % per annum
Rate of price inflation 2.61 2.85
Rate of increases in salaries 5.00 5.85
Rate of increase of pensions in payment 2.41 2.65
Rate used to discount scheme liabilities 5.26 5.95
Rate of increases to deferred pensions in excess of the guaranteed minimum pension 2.61 2.85
Expected long term Expected long term 
rate of return at Fair value at rate of return at Fair value at 
30th April 2003 30th April 2003 30th April 2002 30th April 2002
% £’000 % £’000
Units 6.6% 1,949 7.3% 2,180
Present value of scheme liabilities (3,128) (3,163)
Scheme deficit (1,179) (983)
Deferred tax 354 295
Net pension liability (825) (688)
If the above amounts had been recognised in the accounts, the Group’s net assets and profit and loss account at 30th April 2003
would have been as follows:
2003 2002
£’000 £’000
Net (liabilities)/assets:
Net (liabilities)/assets excluding pension liability (8,671) 26,288
Net pension liability (825) (688)
Net (liabilities)/assets including pension liability (9,496) 25,600
Reserves:
Profit and loss account excluding pension liability (13,065) 21,894
Net pension liability (825) (688)
Profit and loss account including pension liability (13,890) 21,206
The amount that would have been charged to operating profit had FRS17 been operative during the year is as follows:
30th April 2003
£’000
Current service 225
Past service cost –
Losses/(gains) on settlement or curtailments –
225 Kleeneze plc 
Annual Report & Accounts 2003
49
Notes forming part of the 
financial statements 
26. Pensions (continued)
The amount that would have been charged to finance costs had FRS17 been operative during the year is as follows:
30th April 2003
£’000
Expected return on pension scheme assets 164
Interest on pension scheme liabilities (192)
(28)
The amounts that would have been recognised in the statement of total recognised gains and losses had FRS17 been
operative during the year is as follows:
30th April 2003
£’000
Actual return less expected return on pension scheme assets (518)
Experience gains and losses arising on the scheme liabilities 240
Changes in assumptions underlying the present value of the scheme liabilities 141
Actuarial loss that would be recognised in the statement of total gains and losses (137)
The movement in the deficit during the year was as follows:
£’000
Deficit in the scheme at the start of the year (983)
Movement in the year:
Current service cost (225)
Contributions 194
Past service cost –
Settlements or curtailments –
Other finance income (28)
Actuarial loss (137)
Deficit in the scheme at the end of the year (1,179)
The history of experience gains and losses that would have been recognised in the statement of total recognised gains 
and losses was as follows:
30th April 2003
Difference between the expected and actual return on scheme assets:
Shortfall (£518,000)
Percentage of assets -26.6%
Experience gains and losses on scheme liabilities:
Amount £240,000
Percentage of the present value of scheme liabilities 7.7%
Total amount recognised in the statement of total recognised gains and losses
Shortfall (£137,000)
Percentage of the present value of the scheme liabilities -4.4%
Defined contribution scheme
The employer makes contributions to the Group Personal Pension plan for employees under specified circumstances. All
contributions are paid to individual policies, effected by employees with an independent insurance company, the funds of
which are held separately from the Group’s finances. Kleeneze plc 
Annual Report & Accounts 2003
50
Notes forming part of the 
financial statements 
26. Pensions (continued)
Pension cost
The pension cost for the Group was as follows:
2003 2002
£’000 £’000
Defined benefit schemes: 
Equitable life 263 184
R A Johnson – 202
Directors’ personal pension schemes (shown in the Directors’ remuneration report) 88 62
Defined contribution schemes 252 224
603 672
Unpaid pension contributions
The unpaid pension contributions at the year end was £22,000 (2002: nil).
27. Commitments under operating leases
At 30th April 2003 the Group had the following annual commitments under non-cancellable operating leases:
2003 2002
Land and Land and 
Other Buildings Other Buildings
£’000 £’000 £’000 £’000
Operating leases which expire:
Within one year 16 77 27 13
In two to five years 266 252 231 336
After five years – 389 –8
282 718 258 357
28. Related party transactions
During the year the Group provided the following goods and services in the ordinary course of business to Home Farm
Hampers Limited, its associated company:
2003 2002
£’000 £’000
Goods 4,055 3,739
Services 1,660 1,468
5,715 5,207
Amounts owed by Home Farm Hampers Limited to the Group (note 17):
Trading balance 58 57
Dividends 318 700
376 757
The interests of the directors in the ordinary shares of the Company are shown in the Directors’ remuneration report. 
29. Post balance sheet event
On 24th July 2003, the Group announced the disposal of DMG to Premier Direct Group plc (“Premier”) for up to £3,800,000 
in cash plus 190,763 shares in Premier, valuing the total consideration at up to £4,100,000. £1,000,000 was received on
completion and the balance of the cash is receivable in five instalments ending on 30th April 2005. This sale has not been
reflected in these financial statements.
30. Contingent liabilities
The Company and certain of its subsidiaries have given joint and several guarantees in connection with all monies from time 
to time owing to Bank of Scotland. These facilities are secured on all the Group’s fixed property and short term assets.
At 30th April 2003, the Group had no letters of credit outstanding (2002: £492,000).
Notes forming part of the 
financial statements
continued Kleeneze plc 
Annual Report & Accounts 2003
51
Advisers and Financial calendar
Secretary Auditors
Chris Hulland FCA Ernst & Young LLP
Becket House
Registered office 1 Lambeth Palace Road
Farepak House London SE1 7EU
Westmead Drive, Westlea
Swindon SN5 7YZ Solicitors
Nicholson Graham & Jones
Bankers 110 Cannon Street
Bank of Scotland London EC4N 6AR
155 Bishopsgate
London EC2M 3YB Stockbrokers
Hoare Govett Limited
National Westminster Bank Plc 250 Bishopsgate
Manchester City Centre Branch London EC2M 4AA
11 Spring Gardens
Manchester M60 2DB Registrars
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex BN99 6DA
Financial calendar
Preliminary results Announced 25th July 2003
Annual General Meeting 24th September 2003
Half year results To be announced December 2003 
Advisers Kleeneze plc 
Annual Report & Accounts 2003
52
Notice of meeting
Notice is hereby given that the Annual General Meeting of Kleeneze plc will be held at The Butchers Hall, 87 Bartholomew
Close, London EC1A 7EB on 24th September 2003 at 12.00 noon for the following purposes: 
Ordinary business
1. To receive and adopt the directors’ report and the audited financial statements of the Company for the year ended 
30th April 2003 and the report of the auditors thereon. 
2. To approve the Directors’ remuneration report for the year ended 30th April 2003.
3. To elect William Rollason as a director.
4. To elect Neil Gillis as a director.
5. To elect Paul Munn as a director.
6. To re-elect, as a director, Stephen Roberts, who retires by rotation in accordance with the articles of association 
of the Company.
7. To re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors to fix their remuneration. 
Special business
8. To resolve as a special resolution that the directors be generally and unconditionally authorised in substitution for all
existing authorities to exercise all the powers of the Company to allot relevant securities pursuant to section 80 of the
Companies Act 1985 (including any modification or re-enactment thereof for the time being in force) up to an aggregate
nominal value of £781,417 until the later of 23rd September 2004 and the conclusion of the next annual general meeting 
of the Company and within that authority be empowered to allot equity securities as if section 89(1) of such Act did not
apply until the conclusion of the next annual general meeting of the Company and to make any offer or agreement which
would or might require such securities to be allotted after those dates and to implement the same, provided that:
(a) if the allotment is of equity securities for cash in connection with an offer by way of rights, equity securities offered to the
holders of ordinary shares are offered to them in proportion (as nearly as may be) to their holdings of ordinary shares at
the record date, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to
deal with fractional entitlements, legal or practical problems or the requirements of any statutory or regulatory body; and
(b) the allotment of equity securities for cash (otherwise than in connection with a rights issue) shall be limited to an
aggregate nominal value of £117,212.
9. To resolve, as a special resolution, that the regulations contained in the document submitted to this meeting and, for 
the purposes of identification, initialled by the Chairman of the meeting, be approved and adopted as the articles of
association of the Company in substitution for and to the exclusion of all the existing articles of association.
By order of the Board 
Chris Hulland, Secretary 
Farepak House 
Westmead Drive 
Westlea 
Swindon SN5 7YZ 
13th August 2003
Notes
1. An explanation of the changes to the company’s articles of association is provided in the letter to shareholders enclosed with this notice. 
Copies of the proposed articles of association will be displayed at the offices of Nicholson, Graham and Jones at 110 Cannon Street, 
London EC4N 6AR, from the date of this notice to 12 noon on 24th September 2003. Copies can also be obtained from the Company
Secretary at Farepak House, Westmead Drive, Swindon, Wiltshire, SN5 7YZ or can be downloaded from the Company’s website at
www.kleenezeplc.co.uk.
2. Any member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy 
need not also be a member. 
3. Members holding preference shares are entitled to attend and speak at the meeting but are not entitled to vote.
4. Contracts of service between the directors and the Company will be available for inspection at the place of the meeting for at least 
15 minutes prior to and during the meeting. 
5. The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those holders of ordinary 
shares registered in the register of members of the Company 48 hours before the time of the Meeting, or in the event that the Meeting is 
adjourned, in such register 48 hours before the time of any adjourned Meeting, shall be entitled to attend or vote at the Meeting in respect 
of the number of shares registered in their name at the relevant time. Changes to entries in the register of members made less than 
48 hours before the time of the Meeting or, in the event that the Meeting is adjourned, in such register less than 48 hours before the time 
of any adjourned Meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
Notice of meeting Contents
01 Highlights
02 Chairman’s statement
04 Year at a glance
06 Chief Executive’s review
12 Financial review
14 Corporate social responsibility report
15 Directors
16 Directors’ remuneration report
20 Report of the Directors
24 Statement of Directors’ responsibilities
25 Independent Auditors’ report 
to the members of Kleeneze plc
26 Consolidated profit and loss account
Kleeneze is a specialist retail business, operating in
niche markets. Our business streams have many
processes in common – procurement, sales techniques,
distribution and fulfilment – and are characterised by
the wide range of products available and the enthusiasm
and dedication of their people.
Our strategy is to continue to build on these synergies,
and to ensure that, with strong central support, our
businesses take full advantage of the opportunities
that are clearly available.
27 Consolidated balance sheet
28 Company balance sheet
29 Consolidated cash flow statement
29 Reconciliation of net cash flow 
to movement in net debt
30 Consolidated statement of total 
recognised gains and losses
30 Reconciliation of shareholders’ funds
31 Notes forming part of the financial 
statements
51 Advisers
51 Financial calendar
52 Notice of meeting
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Kleeneze plc, Farepak House, Westmead Drive, Swindon SN5 7YZ
Annual Report 
& Accounts 2003
plc
Kleeneze plc  Annual Report & Accounts 2003