Elizabeth House, Cliff Street, Mexborough,
South Y orkshire, S64 9HQ.
Telephone: 01709 586261 Facsimile: 01709 570006
www.ben-bailey.co.uk
BEN BAILEY ANNUAL REPORT 2003
ANNUAL REPORT 2003
55485 Ben Bailey 00 cover  19/2/2004  3:42 pm  Page 1 Ben Bailey Plc Ben Bailey Plc
T ypeset and Printed by T aylor Bloxham Corporate and Financial, Leicester and London
Contents
Pages
Financial Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 3-5
Directors 6
Directors’ Report 7-10
Directors’ Remuneration Report 11-16
Corporate Governance 17-19
Statement of Directors’ Responsibilities 20
Independent Auditors’ Report 21-22
Consolidated Profit and Loss Account 23
Balance Sheets 24
Consolidated Cash Flow Statement 25-26
Notes to the Financial Statements 27-37
Five Year Financial Summary 38
Notice of Meeting 39-40
*Member of Audit Committee
†Member of Remuneration Committee
‡Senior Independent Non-Executive Director
§Member of Nominations Committee
Directors of the Company
B R Bailey, Chairman*§
P A Russell, ACMA, Chief Executive
S W North, BA, FCA Finance Director
B Leesing, FCA, Non-Executive Director*†‡§
A M Peacock, Non-Executive Director*†§
R M T eare, B.Sc(Econ), FCA, Non-Executive Director*†§
Secretary and Registered Office
S W North, BA, FCA
Elizabeth House
Cliff Street
Mexborough
South Yorkshire
S64 9HQ
Registered Auditors
PricewaterhouseCoopers LLP
Chartered Accountants
1 East Parade
Sheffield
S1 2ET
Bankers
The Royal Bank of Scotland Plc
PO Box No 126
8 Park Row
Leeds
LS1 5AH
Solicitors
DLA
Fountain Precinct
Balm Green
Sheffield
S1 1RZ
Brokers
Westhouse Securities
Clements House
14-18 Gresham Street
London
EC2V 7NN
Registrars
Computershare Services Plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol
BS99 7NH
Directors and Advisers
55485 Ben Bailey 00 IF-IB  23/2/2004  3:57 pm  Page 1 Financial Highlights
1
Ben Bailey Plc
2003 2002
£’000 £’000
Results:
Turnover 62,77449,201
Operating profit 13,723 8,078
Profit on ordinary activities before tax 12,877 7,510
Profit on ordinary activities after tax 8,971 5,299
Dividends (1,384)(817)
Retained profit for the year 7,587 4,482
Key Ratios:
Operating margin 21.9% 16.4%
Return on capital employed 71.4% 47.4%
Gearing 75.2% 37.8%
Earnings per share – basic 79.2p 49.3p
Dividend per share 12.0p 7.5p
Net asset value per share 193.8p 126.0p
Interest cover (times) 16.2 14.2
Dividend cover (times) 6.6 6.5
55485 Ben Bailey 01-06  27/2/04  3:33 pm  Page 1 Chairman’s Statement
Considerable emphasis has been placed on
increasing the Company’s land bank which at 31
December 2003 stood at 1458 plots (2002: 945
plots) with an additional 123 plots where
unconditional contracts have been exchanged.
The funding for the enlarged land bank has been
achieved partly from profits and partly from
increased borrowings.  Our gearing expressed as a
percentage of net debt to shareholders funds has
increased to 75.2% from 37.8%.  The current level
of borrowings has been arranged in a structured
manner taking into account the Company’s
present trading strengths, the value of its
underlying land bank and future cash flow.
At the important level of Human Resources we
have continued to develop skills and expertise
within our organisation and to foster relationships
with suppliers and sub-contractors.  On behalf of
the Board, I wish to thank them all sincerely for
their contribution to this year’s extremely
satisfying performance.
Future Prospects
We have started the current financial year with a
highly satisfactory level of forward reservations.
This, coupled with the scope afforded by the
increased size and quality of the land under our
control, enables your Board to plan confidently
for further increases in the physical output 
of new homes.
Based upon these factors, I look forward to a year
of continuing improvements in the financial
performance of the company.
Dividend
The Board is recommending an increased final
dividend of 8.0p per share which together with
the interim dividend of 4.0p makes a total of 12.0p
for 2003.  This represents an increase of 60% over
the 2002 level of 7.5p.  This final dividend will be
paid on 14 May 2004 to shareholders on the
register at 16 April 2004.
Results
I am delighted to be able to report on a further
year of significant growth in the Company’s
business.  Pre-tax profits for the year ended 31
December 2003 increased by 71.5% to £12.88m
(2002: £7.51m), giving rise to an improved
earnings per share of 79.2p (2002: 49.3p).
T urnover advanced by 27.6% to £62.8m (2002:
£49.2m), aided by increased activity levels and
more importantly, operating margins improved 
to 21.9% from 16.4% achieved in 2002.  
Review of Operations
As reported to you in my trading update to
shareholders in December 2003, the Company
continued to enjoy favourable trading conditions
in the area of our operations, (Yorkshire,
Nottinghamshire and Lincolnshire).  Average
selling prices across the product range rose to
£139,500 per plot from £121,500 in the previous
year, an increase of 14.8%.  The Company was
also able to achieve its targeted sales output of 450
plots (2002: 405 plots), with little or no increase in
sales incentives.
The continuing momentum in our sales initiative
has been aided by the flexibility of having an
enlarged land bank and the widening of our
product range.  These factors have helped to
mitigate the delays in planning consents currently
experienced by most house builders.
2
Ben Bailey Plc
Richard Bailey
Chairman
55485 Ben Bailey 01-06  27/2/04  3:33 pm  Page 2 Chief Executive’s Review
3
Ben Bailey Plc
Whilst successfully completing 450 new homes in
2003, your company has taken advantage of the
favourable housing market to enable it to report
increased turnover, enhanced margins and a
further year of record profits.  This structured
growth emanates from good local knowledge of
the land and housing markets, coupled with solid
management of the operational aspects of the
business – marketing, design, technical and
construction.
The Market
There is no doubt that the economic environment
of low inflation and low interest rates coupled
with good employment prospects, has enabled the
housing market to maintain its momentum
throughout the year, despite early concerns of the
Iraq War.  This conflict did have some effect, but a
prompt conclusion ensured customer confidence
was not damaged.
In our area of operations - east of the Pennines
between Leeds and Nottingham - house price
inflation continued throughout the year, whilst
planning delays frustrated the supply side of our
industry.  Demand for our range of house types
was strong as output increased to 450 plots (2002:
405 plots). This together with an increase of
14.8% in the average selling price to £139,500
enabled the Company to achieve record turnover
of £62.8 million (2002: £49.2m).  
Our new house types ranging from one bedroom
apartments through to five bedroom detached
executive homes are now firmly established and
proving popular with both home buyers and
investors seeking to buy to let.
Financial Review
T urnover
T urnover increased from £49.2m to £62.8m,
which represents an increase of 27.6%.  The
number of legal completions increased to 450
units, an increase of 11.1% over the 2002 level of
405 units.  The average selling price increased
from £121,500 to £139,500, an increase of 14.8%.   
Operating Profit
Operating Profit increased by 69.9% to £13.7m,
(2002: £8.1m).  Operating Margins increased to
21.9% (2002: 16.4%).  This significant increase
reflects the strength of the housing market within
our area of operations.
Profit before Tax
The Profit before tax increased by 71.5% to
£12.88m, (2002: £7.51m).  The effective tax rate
was 30.3% (2002: 29.4%).  Basic Earnings per
Share increased by 60.8% to 79.24p per share
(2002: 49.27p).
Capital Employed
The return on opening capital employed was
71.4% (2002: 47.4%).  The increase in capital
employed in the year of £20.65m arose as a result
of increased spending on development land of
£26.36m (2002: £10.05m).  This has resulted in
the Company’s land bank of owned plots with
planning permission increasing to 1458 plots
(2002: 945 plots).
Cash Flow and Gearing
The significant investment of £26.36m in 2003 in
development land referred to previously, has
resulted in an operating cash outflow of £8.05m
(2002: operating cash inflow £5.09m).  As a result
of this, Gearing expressed as a percentage of net
debt to shareholder funds has increased from
37.8% to 75.2%.
55485 Ben Bailey 01-06  27/2/04  3:33 pm  Page 3 Ben Bailey Plc
Chief Executive’s Review
4
T reasury 
It is the Company’s policy to finance itself
through a mixture of shareholders’ funds and
debt.  In March 2003 the company negotiated its
banking facilities to incorporate a three year
committed facility of £18 million with a further
£7 million borrowing facility to meet short-term
borrowing requirements.  The Company has an
interest rate risk management policy which allows
a proportion of the Company’s debt to be
protected against adverse interest rate movements,
by using simple interest rate risk management
products.  At 31 December 2003 the Company
had entered into an interest rate swap from
floating to a fixed base rate of 3.94% in respect of
£9 million of its borrowings.
Corporate Social Responsibility Review
This Company has always recognised its
responsibilities and commitment to the local
community.  Our operational area has seen
significant structural change with the demise of
the mining, steel and rail industries.  We have
always helped and must continue to help in areas
where we have carried out development.
The Company provides significant financial
assistance to local schools seeking approval as
‘Special Status’ schools.  We actively encourage all
of our employees, sub-contractors and suppliers
to contribute towards the community projects – a
notable example of this is the re-furbishment
work on classrooms at the Robert Ogden School
for Autistic Children based here in the Dearne
Valley.
Health and Safety
Health and Safety Management is an essential part
of our business.  The Company in the conduct of
its activities will ensure that it protects the Health
and Safety of its employees and other persons who
may be affected.  Procedural Review and Safety
Audits are carried out at all of our locations on a
regular basis with the aim of achieving further
improvements to create a safe and incident free
culture.
T raining
The Company firmly believes that well-trained
employees are vitally important for its future
success.  We encourage our employees to develop
their skills through both in-house training and
external courses.  The Company has always had an
apprentice scheme for joiners and bricklayers.  
T wenty four young people are currently employed
by the Company at various stages of their
apprenticeships, which combines site based
learning with attendance at local colleges.
55485 Ben Bailey 01-06  27/2/04  3:33 pm  Page 4 7 Ben Bailey Plc
The directors have pleasure in submitting their report and the audited financial statements for the year
ended 31 December 2003.
Principal activities
Ben Bailey Plc is the holding company of a group which is engaged principally in residential
housebuilding development and other similar activities.  Details of operating subsidiaries are given in
Note 12 to the financial statements.
Review of the business and future developments
Details of the Group’s results for the year are set out in the Consolidated Profit and Loss Account on
page 23.
A review of the activities and future development of the Group are given in the Chairman’s Statement
on page 2 and the Chief Executive’s Review on pages 3 to 5.  The directors consider that the year end
financial position of the Group is satisfactory.
Share Issue
The Company issued 676,870 ordinary shares of 10p each during the year.  Details of the share issues
are contained in Note 18 to the financial statements.  No shares were re-purchased by the Company
during the year.
Dividends
An interim ordinary dividend of 4.00 pence per share was paid on 5 September 2003 (2002: 2.50 pence).
The directors now recommend a final dividend for the year ended 31 December 2003 of 8.00 pence
(2002: 5.00 pence). Subject to approval by the shareholders, the final dividend will be payable on 14 May
2004 to shareholders on the register at 16 April 2004.
Directors
The directors of the Company during the year ended 31 December 2003 were as follows:
B R Bailey
P A Russell
S W North 
B Leesing
A M Peacock 
R M T eare  (appointed 28 February 2003)
In accordance with the Articles of Association, B R Bailey and S W North retire by rotation at the Annual
General Meeting, and being eligible, offer themselves for re-election.  
In accordance with the Combined Code on Corporate Governance, B Leesing, having served as a Non-
Executive Director since 1989, will seek re-election at the Annual General Meeting.
The interests of the directors in the shares of the Company at 1 January 2003, 31 December 2003 and
20 February 2004 are disclosed in the Directors’ Remuneration Report on page 16.  Profiles of the
directors are given on page 6.
Directors’ Report
for the Year Ended 31 December 2003
55485 Ben Bailey 07-40  23/2/2004  5:34 pm  Page 7 Substantial shareholdings
In addition to the directors’ shareholdings disclosed on page 16, the directors are aware of the following
shareholdings in excess of 3% of the ordinary shares at 20 February 2004.
Number of Percentage
Shares Held
___________ ___________
%
P E Wainwright 454,228 3.87
B J Bailey 616,704 5.25
J M Bailey 608,000 5.18
E H Bailey 592,000 5.04
Employees and health and safety at work
The Safety Policy introduced in accordance with the Health and Safety at Work Act 1974 continues to
operate satisfactorily.
The Group places considerable value on the involvement of its employees and has a policy of keeping
them informed of matters affecting them as employees as well as on factors affecting the performance of
the Group.  It is the policy of the Group to give equal consideration to all job applicants and employees
irrespective of sex, race, creed and disability.
Charitable and political contributions
During the year, the Group made no political contributions (2002: £Nil) and charitable donations
amounted to £144,792 (2002: £70,755).  The majority of the charitable donations were made for
educational purposes.
Creditors payment policy 
The Group’s policy concerning the payment of the majority of its trade creditors is to:
•
settle the terms of payment with suppliers when agreeing the terms of each transaction;
•
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms
in contracts; and
•
pay in accordance with contractual and other legal obligations.
Wherever possible the payment policy applies to all payments to creditors for revenue and capital
supplies of goods and services.
The Group’s average creditor payment period at 31 December 2003 was 57 days (2002: 58 days).
Directors’ Report (continued)
8 Ben Bailey Plc
55485 Ben Bailey 07-40  23/2/2004  5:34 pm  Page 8 Chief Executive’s Review
5
Ben Bailey Plc
Design and Development
The Government’s requirements to increase
density and re-use Brownfield land has forced all
house builders to adapt to these new regulations
whilst providing customer satisfaction.  We now
have a full range of new house types and
apartments that comply with these regulations.
Improvements and enhancements will evolve as
we respond to the market place.
Our range of apartments has now been prototyped
and are selling well across a number of
developments, with the first completions due in
early 2004.
Land
Your Board recognises that it is vital to have an
adequate supply of good quality land. The year
saw an increase in our land bank to 1458 plots,
which represents a significant increase over the
2002 level of 945 plots.  This increased land bank
equates to almost three years’ sales, which will
enable us to plan ahead with greater certainty
whilst mitigating the effects of planning delay.
Brownfield developments increase the lead-time
between acquisition and first completion and we
will continue to enhance our land holdings to
achieve our forward growth.
Paul Russell
Chief Executive
Construction
A shortage of skilled craftsmen is now a factor
across the industry. We believe that our training
programmes, local knowledge and quality of site
management are key issues in successful house
building.
It is pleasing to report that Ian Bedford, our Site
Manager at our Manor Grange, Shafton
development received a Seal of Excellence Award
from the House Building Council’s ‘Pride in the
Job’ competition for the house building industry.
This award is only given to 100 Site Managers
across the United Kingdom.
Our Employees and Sub-Contractors
This excellent result could not have been achieved
without the efforts and support from all our
employees and sub-contractors.  Once again, we
thank them for their efforts and commitment.
55485 Ben Bailey 01-06  27/2/04  3:33 pm  Page 5 9 Ben Bailey Plc
Directors’ Report (continued)
Derivatives and other Financial Instruments
The Group’s financial instruments comprise cash, borrowings and other items such as trade debtors and
trade creditors which arise directly from operations.  The main purpose of these financial instruments is
to raise finance for the Group’s operations.  It is, and has been throughout the period under review, the
Group’s policy that no trading in financial instruments shall be undertaken.  The Group takes advantage
of the exemption available for short-term debtors and creditors.
Taxation status
The Company is not a close company within the meaning of the Income and Corporation T axes Act
1988 and there has been no change in this respect since 31 December 2003.
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the Company will be proposed at
the Annual General Meeting.
Annual General Meeting
A notice convening the Annual General Meeting of the Company at 12 noon on 7 May 2004 at the
Doncaster Moat House Hotel is set out on pages 39 to 40, and a proxy form for use in relation to such
meeting accompanies this document. Your attention is drawn to the items of special business, being
resolutions 8 and 9 set out in such Notice of Meeting.
Resolution 8
Under Section 89(1) of the Companies Act 1985, if the directors wish to allot any of the unissued shares
for cash, they must first offer them to existing shareholders in proportion to the number of shares they
each hold at that time. Resolution 8, a special resolution, proposes to grant limited power to the directors
to allot shares for cash without the need to first offer them to existing shareholders.  The power being
sought will permit the directors to deal with problems arising from fractional entitlements in any rights
issue, to allot shares pursuant to the Company’s Executive and Savings-Related Share Option Schemes
and to allot up to 586,855 shares (representing approximately five per cent of the current issued share
capital as at the date of this document) and will expire no later than fifteen months from the passing of
the resolution.  The directors intend to comply with the cumulative limits on exercise of the
disapplication entitlement which are contained in the Pre-Emption Group guidelines of the Investment
Committees.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 9 Directors’ Remuneration Report
The Remuneration Committee is comprised exclusively of non-executive directors who are B Leesing
(Chairman of the Committee), A M Peacock and R M T eare.  
The Company’s Remuneration Committee (“the Committee”) decides the remuneration policy that
applies to executive directors and the Group’s other senior management.  In determining that policy, it
has given full consideration to the principles of the Combined Code.
In setting the remuneration policy, the Committee considers the basic salary and benefits available to
executive directors of comparable companies both in size and within the house building sector.  
The Remuneration Committee takes into account the need to attract and retain directors of an
appropriate calibre and the need to ensure the commitment of executive directors to the continued
success of the Company.  No external consultants were used by the Committee in the year in advising
the Remuneration Committee on remuneration policy. 
The terms of reference of the Remuneration Committee will be available for inspection at the
forthcoming Annual General Meeting.
Remuneration of non-executive directors
The non-executive directors each receive a fee for their services which is approved by the Board,
following recommendation by the Chairman of the Company.  The level of remuneration paid to non-
executive directors reflects the time commitment and responsibilities required by the role.
The non-executive directors do not receive any pension or other benefits from the Company, nor do
they participate in any of the bonus or incentive schemes or share option schemes.
The non-executive directors do not have service contracts with the Company.  They are appointed on
the basis of serving at least one period of one year.
Remuneration policy for all executive directors
The Group provides competitive remuneration packages in order to attract, retain and motivate
executives who are expected to meet high levels of performance.  The structure of the remuneration
package has been designed to:
•
ensure that the performance related elements of remuneration (annual bonus and long-term
incentives) constitute a significant proportion of an executives’ performance criteria, which are
aligned to the interests of shareholders; and
•
provide employment related benefits including the provision of a company car, life assurance,
medical insurance and pension.
Salaries and benefits
The Committee meets at least once a year in order to consider and set the annual salaries for executive
directors.  
11 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 11 Directors’ Remuneration Report (continued) 
Share options
Throughout the year the Company has operated an Inland Revenue Approved Executive Share Option
Scheme, a Savings-Related Share Option Scheme and an Unapproved Executive Scheme.  All of these
arrangements, which were established in 1998, were approved at the 1998 Annual General Meeting of
the Company.
Following changes to the relevant legislation in 1996, the maximum value of shares over which options
may be granted under an Inland Revenue approved scheme to any one individual may not exceed
£30,000. The Unapproved Scheme will enable additional options to be granted to employees and
directors on an unapproved basis in excess of this limit. However, the Remuneration Committee has
imposed a limit on the grant of options under this scheme to any one individual.  T aking into account
options granted to an individual in the previous ten years, under any option scheme of the Company,
options granted under the Unapproved Scheme to that individual may not exceed four times his
remuneration for the current or preceding financial year. 
Options granted under the Approved Scheme will normally be exercisable within the period of between
three to ten years after the date of grant and, for options granted under the Unapproved Scheme, within
three to seven years. In establishing the executive schemes, the Committee has decided to subject grants
made under the Approved and Unapproved Schemes to performance criteria, such that options may
only be exercised if, over a consecutive three year period, there has been a growth in the Company’s
earnings per share in excess of the Retail Price Index plus 2.5% per annum.  Options granted under the
Approved Scheme are not offered at a discount.
Under the Savings-Related Share Option Scheme, employees who are eligible to participate in the
Sharesave Scheme will be invited to enter a savings contract the proceeds of which, after three, five or
seven years, can be used to exercise share options granted at the start of the contract. The Sharesave
Scheme gives the Board discretion to offer a discount on the exercise price of up to 20% of the relevant
middle market price at the date of grant.
The Committee supports employee participation in the Company through employee share schemes and
believes that these schemes play a useful role in aligning the interests of employees and shareholders.
Annual and long-term bonus scheme
The Company operates an annual and long-term bonus scheme (“the Bonus Scheme”) for the executive
directors, including B R Bailey, the Chairman of the Company.  The Bonus Scheme runs for a fixed
three year period to 31 December 2005.  It is linked to the amount by which the average annual growth
in the Company’s earnings per share (“EPS”) exceeds the Retail Price Index plus 2.5% per annum over
the three year period from a base point of 34.0p per share.  Earnings per share is believed to be an
appropriate measure for growth given the size and structure of the company .  Annual bonuses are payable
under the Bonus Scheme amounting to the relevant EPS growth factor for that year applied to 60% of
basic annual salary.  The final bonus is paid at the end of the three year period and will be based upon
the average annual EPS growth factor for the period and applied to basic annual salary, less any annual
bonuses paid under the Bonus Scheme.  Over the three year period, the maximum bonus payable to each
director shall not exceed two and half times the executive directors’ basic salary for the three year period.
12 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 12 Directors’ Remuneration Report (continued) 
Service contracts
The service contract of  B R Bailey is subject to two years’ notice of termination by the Company and
one year’s notice of termination by B R Bailey.
The service contract of  P A Russell is subject to two years’ notice of termination by the Company and
six months’ notice of termination by P A Russell.
The service contract of  S W North is subject to one year’s notice of termination by the Company and
six months’ notice of termination by S W North.
These notice periods, in excess of one year, were agreed in order to attract and retain high calibre
individuals.  All of the service contracts are rolling contracts.  In the event of early termination of a
director’s service contract the Remuneration Committee would seek to reduce the compensation to
reflect the departing director’s obligation to mitigate loss of earnings.
Total Shareholder Return
A new Schedule 7A to the Companies Act now requires the Company to publish in the Directors’
Remuneration Report a line graph which shows the total shareholder return on a holding of the
Company’s shares against a holding of hypothetical shares measured by reference to a broad equity
index.  Total shareholder return is the measure of the returns that a company has provided for its
shareholders reflecting share price movements and assuming reinvestment of dividends.  It is, therefore,
considered to be a good indicator of a company’s overall performance.
The performance chart shown below illustrates the Company’s total return over the past five years
compared to the performance of the Small Capital Index, which the Remuneration Committee believes
to be the most appropriate index to be used given the size of the Company.
13 Ben Bailey Plc
0
100
200
300
400
500
600
700
800
900
1000
1100
Dec-98 Jun-99 Dec-99 Jun-00 Dec-00 Jun-01 Dec-01 Jun-02 Dec-02 Jun-03 Dec-03
SHAREHOLDER RETURN SMALL CAP INDEX
Years
Value
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 13 Directors’ Profiles
6
Ben Bailey Plc
Paul Russell ACMA
Managing Director (47)
Joined the Group in 1989 and became Managing
Director of Ben Bailey Homes in 1995.  He was
appointed to the Group Board as Operations
Director in 1995 and to Group Managing Director
in March 1997.
Brian Leesing FCA
Non-Executive Director (68)
Joined the Group Board as a Non-Executive
Director in 1989.  He was previously Finance
Director and later Corporate Development
Director of Polypipe Plc.
Max Teare B.Sc (Econ.), FCA
Non-Executive Director (58)
Joined the Group Board in February 2003.
Previously a business assurance partner with
PricewaterhouseCoopers.  His responsibilities
included the audits of the financial statements of
listed companies, including those of the Group
from 1998 to 2000.
Richard Bailey
Chairman (58)
Joined the Company in 1968.  He became
Managing Director in 1975 and Chairman in 1983.
Stephen North BA FCA
Finance Director (52)
Qualified as a Chartered Accountant with Coopers
& Lybrand in 1976.  Previously held a number of
senior financial positions with Bridon plc, latterly
as Financial Director of Bridon International Ltd.
He was appointed to the Group Board as Finance
Director in December 1998.
Alan Peacock
Non-Executive Director (56)
Appointed to the Board in January 1998.  He is
currently Marketing and Procurement Director 
for Saint-Gobain Building Distribution.  He was
previously Managing Director of Jewson’s Timber
Products.  He has extensive marketing experience
with Asda and he was an Associate Director of
Somerfield.
From left to right: (standing) Max T eare, Richard Bailey, Brian Leesing and Paul Russell;
(seated) Alan Peacock and Stephen North.
55485 Ben Bailey 01-06  27/2/04  3:33 pm  Page 6 Directors’ Report (continued)
Resolution 9
This resolution seeks authority from shareholders for the Company to purchase up to 1,173,710
ordinary shares, an aggregate nominal amount of £117,371, which is equivalent to approximately 10% of
the Company’s issued ordinary share capital at 31 December 2003.  The authority will expire at the end
of next year’s Annual General Meeting and the resolution specifies the maximum and minimum prices
at which the shares may be bought.  Other investment opportunities, appropriate gearing levels and the
overall financial position of the Company will be taken into account before deciding upon this course of
action.  Any shares purchased in this way will be cancelled and the number of shares in issue will
accordingly be reduced.  The directors have no immediate intention of exercising the proposed authority
when it becomes effective, but believe that the ability of the Company to buy its own shares if, in the
directors’ opinion, market prices do not reflect the Company’s worth, will be in the best interests of the
Company and its shareholders.  The directors intend to exercise this power only if they believe the effect
of such purchases will increase earnings per ordinary share.
The authority will expire on whichever is the earlier of the conclusion of the next Annual General
Meeting or 7 November 2005.
By order of the Board
S W North 2 March 2004
Company Secretary
Company Registration No: 405045
10 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 10 14 Ben Bailey Plc
Directors’ Remuneration Report (continued) 
The following information has been audited by the Company’s auditors PricewaterhouseCoopers LLP , as
required by Schedule 7A to the Companies Act 1985.
Directors’ detailed emoluments
Details of the directors’ emoluments for the year are as follows:
Annual and
Salary long-term bonus T otal T otal
& Fees Benefits Current Deferred 2003 2002
££££ £ £
Executive
B R Bailey 75,000 10,807 57,492 38,328 181,627 137,544
P A Russell 102,000 11,573 78,189 52,126 243,888 170,866
S W North 80,000 16,920 61,325 40,883 199,128 138,887
Non-Executive
B Leesing 18,000 - - - 18,000 14,600
A M Peacock 18,000 - - - 18,000 14,600
R M T eare 12,500 - - - 12,500 -
_______ _______ _______ _______ _______ _______
305,500 39,300 197,006 131,337 673,143 476,497
_______ _______ _______ _______ _______ _______
The deferred element of the long term bonus scheme represents the final bonus payable in respect of the
Bonus scheme covering the three years ending 31 December 2005.  The final bonus is paid at the end of the
three year period based upon the average EPS growth factor for the three year period and applied to basic
annual salary, less any annual bonuses paid under the Bonus scheme.  This element of the Bonus scheme
can be analysed as follows:
Interest in deferred Element Interest in deferred
element of scheme at Paid in the of final bonus element of scheme at
Executive 1 January 2003 year earned in the year 31 December 2003
££ £ £
B R Bailey 57,600 (57,600) 38,328 38,328
P A Russell 64,000 (64,000) 52,126 52,126
S W North 51,067 (51,067) 40,883 40,883
_______ ___ ____ _______ _______
T otal 172,667 (172,667) 131,337 131,337
_______ ___ ____ _______ _______
Directors’ pension entitlements
In addition to the remuneration disclosed above, the following directors received contributions paid to
personal pension plans.
Director 2003 2002
______ ______
£ £
B R Bailey 21,900 21,900
P A Russell 70,200 17,625
S W North 47,680 6,720
______ ______
Only one director, B R Bailey, had any pension entitlement under the Group’s former final salary pension
scheme. The pension entitlement of B R Bailey has been calculated as at 31 March 1997, being the date that
all contributions ceased to be paid to this scheme, and has been based upon his salary at 31 December 1997.
The accumulated total accrued annual pension at 31 March 1997 is £34,979.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 14 15 Ben Bailey Plc
Directors’ Remuneration Report (continued) 
Directors’ interests in share options
Details of options held by directors at 31 December 2003 and 1 January 2003 are set out below:
Number of Number of
Options Exercised Options Date from
Date of 1 January during the 31 December Exercise which Expiry
Director Grant 2003 Y ear 2003 Price Exercisable Date
________ _______ __________ __________ ____________ ________ ___________ _______
P A Russell 13.10.93 5,000 (5,000) - 27.0p 13.10.96 13.10.03
31.05.96 20,000 (20,000) - 28.0p 31.05.99 31.05.06
20.05.97 59,870 (59,870) - 38.5p 20.05.00 20.05.07
___ ___ ___ ___ ___ ___
84,870 (84,870) -
___ ___ ___ ___ ___ ___
S W North 06.09.00 25,000 (25,000) - 43.0p 06.09.03 06.09.10
04.09.01 32,352 - 32,352 59.5p 04.09.04 04.09.11
___ ___ ___ ___ ___ ___
57,352 (25,000) 32,352
___ ___ ___ ___ ___ ___
No other directors have been granted options in the shares of the Company .
The price of an ordinary share on the date when directors exercised their options together with the gain on
exercise was as follows:
Date of Number Option Market value Date of Gain on
Director Grant of Shares Price of Share Exercise Exercise
________ _______ _________ ____ ___ ____________ ________ ________
£
P A Russell 13.10.93 5,000 27.0p 220.0p 05.06.03 9,650
31.05.96 20,000 28.0p 220.0p 05.06.03 38,400
20.05.97 59,870 38.5p 349.5p 02.12.03 186,196
S W North 06.09.00 25,000 43.0p 342.5p 13.11.03 74,875
The mid-market share price at 31 December 2003 was 406.5p per share and the range during 2003 was
147.5p to 406.5p per share.
Options granted to P A Russell and S W North were made under the terms of the Executive Share Option
Scheme, as referred to on page 12.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 15 16 Ben Bailey Plc
The remainder of the Directors’ Remuneration Report is unaudited.
Directors’ interests
The interests of the directors, who held office at 31 December 2003, in shares of the Company (all beneficial
holdings) at the beginning, end of the year and 20 February 2004 were as follows:
Number of Ordinary Shares of 10p Each
________________________________________________________________
20 February 2004 31 December 2003 1 January 2003
Director (or date of appointment)
________ _______________ _________________ ____________________
B R Bailey 2,317,956 2,317,956 2,560,956
P A Russell 84,870 84,870 36,981
S W North 25,000 25,000 6,000
B Leesing 20,000 20,000 20,000
A M Peacock 20,000 20,000 20,000
R M T eare 10,450 10,450 6,000
By order of the Board
B Leesing 2 March 2004
Chairman of the Remuneration Committee
Company Registration No: 405045
Directors’ Remuneration Report (continued) 
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 16 17 Ben Bailey Plc
Corporate Governance
Statement of Compliance with the Combined Code
Following the publication of the Combined Code which is appended to the Listing Rules of the Financial
Services Authority (“the Code”) the Board has reviewed its Corporate Governance practices and an
explanation of how the Principles of Good Governance have been applied are contained in this report and
the Directors’ Remuneration Report on pages 11 to 16.
The Company was in compliance with the Combined Code throughout the period, with the following
exceptions:
•  The Company did not have a Nominations Committee, which is required by Code provision A5.1
until 28 November 2003.
•  The Audit Committee did not comprise three Non-Executive Directors, which is required by Code
provision D.3.1 until the appointment of R M T eare on 28 February 2003.  The Audit Committee
now comprises three Non-Executive Directors.
•  The notice period for certain executive directors is two years as explained in the Directors’
Remuneration Report on page 13.
The Board is accountable to the Company’s shareholders for good governance and this statement describes
how the relevant principles of governance are applied to the Company and the Company’s compliance with
the code provisions set out in Part 1 of the Combined Code on Corporate Governance.
Group Objectives and Board of Directors
The objective of the Group is to build quality homes at realistic prices for its customers whilst securing the
optimum return from its assets for the benefit of its shareholders.
Following the appointment of R M Teare on 28 February 2003, the Board now comprises three Non-
Executive Directors who are all considered to be independent.  R M Teare, a former partner in
PricewaterhouseCoopers LLP has not been involved with the audit of the Company for nearly three years
and is considered to be independent.  B Leesing was appointed to the Board in 1989.  Notwithstanding this
fact the Board considers that he is independent and his knowledge and experience of the Company and the
house building sector are invaluable.  The Board considers that this composition now provides an
appropriate segregation of responsibilities, and independent non-executive director representation for the
current size of the Group.  One third of directors, including Non-Executive Directors, are subject to
retirement by rotation annually .
Individual profiles of the directors are given on page 6.  The Board has the necessary knowledge and
experience to achieve the stated objectives of the Group and retain effective control over the Group.
Board Practices
The Board meets regularly on a formal basis and not less than nine times per annum to monitor the
performance of the Group, to authorise capital expenditure and purchases of land, to approve annual budgets
and to monitor business performance.  Strategy on interest rate exposures is also reserved for the Board.  In
the year ended 31 December 2003, the Board met nine times.  Information is provided to the Board in a
detailed and timely manner in order to allow informed decisions to be taken on all matters.
The Board has adopted a formal schedule of reserved powers as well as an agreed procedure for a director
to take independent professional advice, if necessary, at the Group’s expense, and to have full access to the
services of the Company Secretary who is responsible to the Board for ensuring that the Board procedures
are followed and that applicable rules and regulations are complied with.  Directors’ and Officers’ Liability
Insurance is in place for directors and officers.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 17 18 Ben Bailey Plc
Corporate Governance (continued) 
Board Committees
Audit Committee B Leesing  (Chairman)
B R Bailey
A M Peacock
R M T eare
The responsibilities of the Audit Committee, which meets three times a year, include the appointment of
and liaison with external auditors, the review of annual and interim financial statements and the review of
the suitability and effectiveness of the Group’s internal controls.  The Committee reviews the findings of
the external auditors and reviews key accounting policies and judgements.  It also reviews the independence
of the external auditors on an annual basis.
The fees relating to non-audit services provided by PricewaterhouseCoopers LLP are disclosed in note 6 to
the accounts.  The main area of non-audit work relates to the provision of taxation compliance work and
taxation advice.  The Audit Committee has reviewed the level of non-audit work and has concluded that this
level of fee does not affect the independence of the Audit.
Remuneration Committee B Leesing  (Chairman)
A M Peacock
R M T eare
The responsibilities of the Remuneration Committee include the recommendation of terms of
employment, including remuneration, and grant of bonuses and share options for all executive directors, as
may be appropriate from time to time.
Under Resolution 2  the Remuneration Committee report will be put before shareholders for adoption at
the Annual General Meeting on 7 May 2004.  
Nominations Committee B R Bailey  (Chairman)
B Leesing
A M Peacock
R M T eare
The responsibilities of the Nominations Committee include the identification and recommendation to the
Board of suitable Executive and Non-Executive Directors.
Board Remuneration
The Group’s Remuneration Committee decides the remuneration policy that applies to executive directors
and senior management of the Group.  In setting the remuneration policy, the Remuneration Committee
considers the basic salary and benefits available to executive directors of comparable companies, the need to
attract and retain directors of an appropriate calibre, and the need to ensure the commitment of executive
directors to the continued success of the Group. Bonus packages for executive directors are linked to the
Group’s objective of securing optimum return from its assets for the benefit of its shareholders.
Shareholder Communication
The majority of the shareholders of the Group are private individuals.  Presentations to City Analysts have
been made in the past year.  All shareholders are welcome to attend the Annual General Meeting at which
they have the opportunity to ask questions of the Board.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 18 Going Concern
After making appropriate enquiries, the directors have a reasonable expectation that the Company and the
Group have 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 Group’s financial statements.
Internal Control
The Group’s control environment is the responsibility of the Group’s directors and managers at all levels.
The Board is, therefore, responsible for the Company’s system of internal control and for reviewing its
effectiveness. Although no control system can provide absolute protection against material mis-statement or
loss, it is designed to manage the risk of failure to achieve business objectives and to provide the directors
with reasonable assurance that problems should be identified on a timely basis and dealt with appropriately .
The Board has reviewed the effectiveness of the Group’s system of internal control for the period.  The
Group has reviewed its operations and identified risk areas which have been assessed for their potential
impact on the business.  The size of the Group, together with the fact that virtually all of the Group’s
operations derive from one company, Ben Bailey Homes Limited, allows the Executive Directors of the
Group to monitor performance, evaluate and manage on a continual basis the risks faced by the Group.  No
internal audit function is considered necessary .
The key features of the Group’s internal controls are as follows:
•  Defined authorisation levels for the purchases of land and capital expenditure.
•  Defined authorisation levels for the placing of orders and contracts.
•  A formalised reporting structure which includes the setting of detailed annual budgets which are
updated on a regular basis to form forecasts which are reviewed at both Group and Subsidiary
Company Board level.
•  Monthly Board/Executive Meetings are held within Ben Bailey Homes Limited at which all key
aspects of the business are discussed including comparison of actual performance compared with
budgets.
•  A monthly meeting is held within Ben Bailey Homes Limited to review the production progress on
all sites, sales position, technical and development issues arising from each development.
•  All sites are visited on a monthly basis by the Group Chairman and the Chief Executive together
with the Construction, Technical and Sales Directors of Ben Bailey Homes Limited to review
progress on site.
•  The Group’s reporting systems provide weekly updates on key statistics including sales, production
and gross margin analysis by development.
•  Daily cash movements are reconciled and monitored by the Finance Director.  The Group’s cashflow
is also monitored monthly in comparison to budget and forecast.
The Board reviews management letters prepared by the external auditors and considers the suitability of
suggested improvements to the system of internal financial controls.
By order of the Board
S W North 2 March 2004
Company Secretary
19 Ben Bailey Plc
Corporate Governance (continued) 
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 19 Statement of Directors’ Responsibilities
Company law requires the directors to prepare financial statements for each financial year that give a true
and fair view of the state of affairs of the Company and the Group 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.
•  State whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements.
•  Prepare the financial statements on the going concern basis, unless it is inappropriate to presume
that the Group will continue in business.
The directors confirm that they have complied with the above requirements in preparing the financial
statements.
The directors are responsible for keeping proper accounting records that disclose with reasonable
accuracy at any time the financial position of the Company and the Group and enable them to ensure
that the financial statements comply with the Companies Act 1985.  They are also responsible for
safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the
prevention of fraud and other irregularities.
The financial statements are also published on the Company’s website, the maintenance and integrity of
which is the responsibility of the directors.  Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
By order of the Board
S W North
Company Secretary 2 March 2004
20 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 20 21 Ben Bailey Plc
Independent Auditors’ Report to the Members of
Ben Bailey Plc
We have audited the financial statements which comprise the consolidated profit and loss account, the
balance sheets, the consolidated cash flow statement and the related notes.  We have also audited the
disclosures required by Part 3 of Schedule 7A to the Companies Act 1985 contained in the directors’
remuneration report (“the auditable part”).
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the financial statements in accordance
with applicable United Kingdom law and accounting standards are set out in the statement of directors’
responsibilities.  The directors are also responsible for preparing the directors’ remuneration report.
Our responsibility is to audit the financial statements and the auditable part of the directors’
remuneration report in accordance with relevant legal and regulatory requirements and United
Kingdom auditing standards issued by the Auditing Practices Board.  This report, including the opinion,
has been prepared for and only for the Company’s members as a body in accordance with Section 235
of the Companies Act 1985 and for no other purpose.  We do not, in giving this opinion, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or in
to whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and whether
the financial statements and the auditable part of the directors’ remuneration report have been properly
prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the
directors’ report is not consistent with the financial statements, if the company has not kept proper
accounting records, if we have not received all the information and explanations we require for our audit,
or if information specified by law regarding directors’ remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the implications for our
report if we become aware of any apparent misstatements or material inconsistencies with the financial
statements. The other information comprises only the Directors’ report, the unaudited part of the
Directors’ Remuneration Report, the Financial Highlights, the Chairman’s Statement, the Chief
Executive’s Review, and the Corporate Governance Statement. 
We review whether the Corporate Governance Statement reflects the Company’s compliance with the
seven provisions of the Combined Code specified for our review by the Listing Rules of the Financial
Services Authority and we report if it does not. We are not required to consider whether the Board’s
statements on internal control cover all risks and controls, or to form an opinion on the effectiveness of
the Group’s corporate governance procedures or its risk and control procedures. 
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board.
An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the
financial statements and the auditable part of the Directors’ Remuneration Report. It also includes an
assessment of the significant estimates and judgements made by the directors in the preparation of the
financial statements, and of whether the accounting policies are appropriate to the Company’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial statements and the auditable part of the Directors’ Remuneration Report are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also
evaluated the overall adequacy of the presentation of information in the financial statements.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 21 22 Ben Bailey Plc
Independent Auditors’ Report to the Members of
Ben Bailey Plc (continued) 
Opinion
In our opinion: 
•  the financial statements give a true and fair view of the state of affairs of the Company and the
Group at 31 December 2003 and of the profit and cash flows of the Group for the year then
ended;
•  the financial statements have been properly prepared in accordance with the Companies Act 1985;
and
•  those parts of the Directors’ Remuneration Report required by Part 3 of Schedule 7A to the
Companies Act 1985 have been properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Sheffield
2 March 2004
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 22 Consolidated Profit and Loss Account
for the Year Ended 31 December 2003
Notes 2003 2002
______ ______ ______
£’000 £’000
TURNOVER 1,2 62,774 49,201
Cost of sales (44,127) (36,626)
______ ______
GROSS PROFIT 18,647 12,575
Administrative expenses (4,924) (4,497)
______ ______
OPERATING PROFIT 13,723 8,078
Net interest payable and similar charges 5 (846) (568)
______ ______
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 2,6 12,877 7,510
T ax on ordinary activities 7 (3,906) (2,211)
______ ______
PROFIT FOR THE FINANCIAL YEAR 8 8,971 5,299
Dividends 9 (1,384) (817)
______ ______
RETAINED PROFIT FOR THE YEAR 20 7,587 4,482
______ ______
EARNINGS PER SHARE – Basic 10 79.24p 49.27p
______ ______
EARNINGS PER SHARE – Diluted 10 77.38p 48.34p
______ ______
The results above relate wholly to continuing operations of the Group.
The Group has no recognised gains and losses other than those included in the results above, and therefore
no separate statement of total recognised gains and losses has been presented.
There is no difference between the profit on ordinary activities before taxation and the retained profit for the
year stated above, and their historical cost equivalents.
23 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 23 Notes to the Financial Statements
Year Ended 31 December 2003
1 ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention and in accordance with
applicable Accounting Standards in the United Kingdom.  A summary of the more important Group
accounting policies, which have been applied consistently, except as explained below, is set out in the
following paragraphs:
Basis of consolidation
The consolidated profit and loss account and balance sheet include the audited financial statements of the
Company and all of its subsidiary undertakings made up to the year end.  Intra-group sales and profits are
eliminated fully on consolidation.
Accounting for results
Revenue and profits on house-building sales are recognised in the financial statements on legal completion.
The purchase and disposal of land held for development is recognised when unconditional contracts have
been exchanged.
T angible fixed assets
The cost of tangible fixed assets is their purchase cost, together with any incidental costs of acquisition.
Depreciation is calculated at rates intended to write off the cost of tangible fixed assets on a straight line basis
over the expected useful lives of the assets concerned.  The principal useful lives used for this purpose are
as follows:
Freehold buildings 50 years
Plant and machinery 5 to 10 years
Motor vehicles 4 years
Fixtures and fittings 2 to 5 years
Showhouse furniture 2 years
No depreciation is provided on freehold land.
Depreciation is charged on tangible fixed assets from the beginning of the month following their acquisition
and up to the month prior to their sale.
Investments
Investments are shown in the balance sheet at cost less any amounts written off for permanent diminution
in value.
27 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 27 Balance Sheets
at 31 December 2003
Notes Group Company
2003 2002 2003 2002
______ ______ ______ ______
£’000 £’000 £’000 £’000
FIXED ASSETS
T angible assets 11 559 496 341 349
Investments 12 - - 1,300 1,300
______ ______ ______ ______
559 496 1,641 1,649
______ ______ ______ ______
CURRENT ASSETS
Land held for development 27,459 14,351 - -
Stocks and work in progress 13 26,897 16,321 - -
Debtors 14 1,143 891 14,858 6,563
Cash at bank and in hand - - - 486
______ ______ ______ ______
55,499 31,563 14,858 7,049
CREDITORS: amounts falling due
within one year 15 (19,911) (18,118) (1,433) (995)
______ ______ ______ ______
NET CURRENT ASSETS 35,588 13,445 13,425 6,054
______ ______ ______ ______
TOTAL ASSETS
LESS CURRENT LIABILITIES 36,147 13,941 15,066 7,703
CREDITORS: amounts falling due
after more than one year 15 (13,399) - - -
______ ______ ______ ______
NET ASSETS 2 22,748 13,941 15,066 7,703
______ ______ ______ ______
CAPITAL AND RESERVES
Called up share capital 18 1,174 1,106 1,174 1,106
Share premium account 20 1,764 612 1,764 612
Profit and loss account 20 19,810 12,223 12,128 5,985
______ ______ ______ ______
EQUITY SHAREHOLDERS’
FUNDS 21 22,748 13,941 15,066 7,703
______ ______ ______ ______
The financial statements on pages 23 to 37 were approved by the Board of Directors on 2 March 2004 and
were signed on its behalf by:
B R BAILEY
Chairman
24 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 24 Notes to the Financial Statements (continued)
Land held for development, stocks and work in progress
Land held for development, stocks and work in progress are valued at the lower of cost and net realisable
value. Cost comprises direct expenditure together with an appropriate proportion of production overheads.
The cost of land held for development is transferred into housing developments in progress as building work
on each unit commences.
Net realisable value represents the estimated amount at which stock could be realised after allowing for costs
of realisation.  Provision is made, where necessary , for obsolete, slow moving and defective stocks.
T urnover
T urnover, which excludes value added tax, sales between group companies and trade discounts, represents
the invoiced value of new houses and land, less any allowances given, and relates wholly to operations in the
United Kingdom. Proceeds from the sales of part exchange houses and undeveloped land, purchased for
immediate re-sale, are excluded from turnover.
Deferred taxation
Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet to pay
more tax, or a right to pay less tax, at a future date, at rules expected to apply when they crystallise based on
current tax rates and law . Deferred tax assets are recognised to the extent that it is regarded as more than likely
that they will be recovered. Deferred tax assets and liabilities are not discounted.
Finance and operating leases
Costs in respect of operating leases are charged on a straight line basis over the lease term.  Leasing
agreements, which transfer to the group substantially all the benefits and risks of ownership of an asset are
treated as if the asset had been purchased outright.  The assets are included in fixed assets and the capital
element of the leasing commitments is shown as obligations under finance leases.  The lease rentals are
treated as consisting of capital and interest elements.  The capital element is applied to reduce the
outstanding obligations and the interest element is charged against profit in proportion to the reducing
capital element outstanding.  Assets held under finance leases are depreciated over the shorter of the lease
terms and the useful lives of equivalent owned assets.
Pensions
The Group operates a Group Personal Pension Plan which was established on 1 April 1997.  Pension
contributions made to this and other personal pension plans, on behalf of employees, are charged to the
profit and loss account in the year in which the contributions become payable.
Financial instruments
Financial instruments are utilised to support and raise finances for the trading operations of the Group.
Interest is charged or credited to the consolidated profit and loss account as incurred or earned.
2 SEGMENTAL ANAL YSIS BY CLASS OF BUSINESS
The Group’s turnover, profit before taxation and net assets relate wholly to house building.
28 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 28 Notes to the Financial Statements (continued)
9 DIVIDENDS
2003 2002
_____ _____
£’000 £’000
Dividends on equity shares:
Ordinary – Interim paid of 4.00p per share (2002: 2.50p) 445 264
Ordinary – Final dividend proposed of 8.00p per share (2002: 5.00p) 939 553
_____ _____
1,384 817
_____ _____
10 EARNINGS PER ORDINARY SHARE
The calculation of earnings per share on the net basis is based on the profit on ordinary activities after
taxation, of £8,971,000 (2002: £5,299,000) and on 11,321,321 (2002: 10,754,481) ordinary shares, being the
weighted average of the number of ordinary shares in issue and ranking for dividend during the year.
Diluted earnings per share includes the dilutive effect of all the ordinary shares issuable under the
Company’s Executive Share Option and SAYE schemes.  Diluted earnings per share is based on profit on
ordinary activities after taxation of £8,971,000 (2002: £5,299,000) and calculated on a weighted average of
11,593,780 (2002: 10,962,016) ordinary shares.
11 TANGIBLE FIXED ASSETS
Group Company
Freehold Plant Freehold Plant
Land and Vehicles and Land and Vehicles and
Buildings Equipment T otal Buildings Equipment T otal
_________ ____________ _____ _________ ____________ _____
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2003 402 693 1,095 402 19 421
Additions - 192 192 - - -
Disposals - (108) (108) - - -
_____ _____ _____ _____ _____ _____
At 31 December 2003 402 777 1,179 402 19 421
_____ _____ _____ _____ _____ _____
Depreciation
At 1 January 2003 53 546 599 53 19 72
Charge for the year 8 121 129 8 - 8
Disposals - (108) (108) - - -
_____ _____ _____ _____ _____ _____
At 31 December 2003 61 559 620 61 19 80
_____ _____ _____ _____ _____ _____
Net Book Value
At 31 December 2003 341 218 559 341 - 341
_____ _____ _____ _____ _____ _____
At 31 December 2002 349 147 496 349 - 349
_____ _____ _____ _____ _____ _____
The net book value of the Group’s tangible fixed assets includes an amount of £Nil (2002: £Nil) in respect
of assets held under finance leases.  None of the Company’s tangible assets are held under finance leases.
There were no contracted capital commitments at 31 December 2003 (2002: £Nil).  Authorised but not yet
contracted capital commitments at 31 December 2003 amounted to £Nil (2002: £Nil).
31 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 31 12 FIXED ASSET INVESTMENTS
Shares
in subsidiary
companies Loans T otal
____________ ______ _____
£’000 £’000 £’000
Company:
Cost
At 1 January 2003 and 31 December 2003 9 1,300 1,309
_____ _____ _____
Provisions
At 1 January 2003 and 31 December 2003 (9) - (9)
_____ _____ _____
Net Book Value
At 31 December 2003 and 31 December 2002 - 1,300 1,300
_____ _____ _____
The loans to subsidiary companies comprise interest free loans made by Ben Bailey Plc to certain
subsidiaries. The loans are repayable only at the option of the subsidiaries and in the opinion of the directors
they are long term. Accordingly they have been included within fixed asset investments.
Details of principal subsidiary companies, both of which are incorporated in Great Britain, are as follows:
Proportion of
nominal value of
Principal Description of issued shares held by
Name of Company Activities Shares held the company
__________________ ____ _____ _______ _______ ___________________
Ben Bailey Homes Limited Residential
house builders Ordinary £1 shares 100%
Milton House Investments Limited Property investment Ordinary £1 shares 100%
13 STOCKS AND WORK IN PROGRESS
Group Company
2003 2002 2003 2002
______ ______ ______ ______
£’000 £’000 £’000 £’000
House building developments in progress 26,830 16,321 -  -  
Part exchange houses 67 - -  -
______ ______ ______ ______
26,897 16,321 - -  
______ ______ ______ ______
Notes to the Financial Statements (continued)
32 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 32 Consolidated Cash Flow Statement
for the Year Ended 31 December 2003
Notes 2003 2002
£’000 £’000
OPERATING ACTIVITIES
Net cash (outflow)/inflow from continuing operating activities (8,054) 5,092
______ ______
RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE
Interest received 5 287
Interest paid (825) (866)
______ ______
(820) (579)
______ ______
TAXATION
UK corporation tax paid (3,006) (1,538)
______ ______
CAPITAL EXPENDITURE
Purchase of tangible fixed assets (192) (126)
Sale of tangible fixed assets 10 6
______ ______
(182) (120)
______ ______
EQUITY DIVIDENDS PAID (998) (537)
______ ______
NET CASH (OUTFLOW)/INFLOW
BEFORE FINANCING (13,060) 2,318
______ ______
FINANCING
Issue of ordinary share capital 1,220 646
Net cash movement from loans 23 11,840 (2,963)
Repayment of principal under finance leases - (1)
______ ______
Net cash inflow/(outflow) from financing 13,060 (2,318)
______ ______
INCREASE IN CASH IN THE PERIOD 22 - -
______ ______
25 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 25 Notes to the Financial Statements (continued)
3 DIRECTORS’ EMOLUMENTS
Detailed disclosures of Directors’ individual remuneration (including remuneration to the highest paid
director) and share options are given in the Directors’ Remuneration Report on pages 11 to 16.
2003 2002
_____ _____
£’000 £’000
Aggregate emoluments 345 298
Amounts earned under long-term incentive schemes 328 178
Company pension contributions to personal pension plans 140 46
_____ _____
4 EMPLOYEE INFORMATION
The average weekly number of persons (including executive directors) employed by the Group during the
year, all of whom are engaged in the Group’s principal activities was as follows:
2003 2002
_____ _____
Number Number
Production 131 123
Selling and administration 132 117
_____ _____
263 240
_____ _____
2003 2002
_____ _____
£’000 £’000
Staff costs (for the above persons):
Wages and salaries 6,218 5,183
Social security costs 628 492
Other pension costs (see note 17) 340 239
_____ _____
7,186 5,914
_____ _____
5 NET INTEREST PAYABLE AND SIMILAR CHARGES
2003 2002
_____ _____
£’000 £’000
Interest payable
On bank loans and overdrafts:
Repayable within 5 years, not by instalments 851 825
Interest receivable (5) (257)
_____ _____
846 568
_____ _____
29 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 29 Notes to the Financial Statements (continued)
33 Ben Bailey Plc
14 DEBTORS
Group Company
2003 2002 2003 2002
______ ______ ______ ______
£’000 £’000 £’000 £’000
Amounts falling due within one year:
T rade debtors 61 62 - -
Amounts owed by group undertakings - - 14,243 6,045
Other debtors 617 525 581 495
Prepayments and accrued income 465 304 34 23
______ ______ ______ ______
1,143 891 14,858 6,563
______ ______ ______ ______
15 CREDITORS
Group Company
2003 2002 2003 2002
______ ______ ______ ______
£’000 £’000 £’000 £’000
Amounts falling due within one year:
Bank loans and overdrafts (secured) 3,710 5,269 2 -
T rade creditors 10,049 8,799 - -
Land creditors 1,481 948 - -
Corporation tax 2,064 1,164 27 26
Other taxation and social security payable 209 156 12 10
Other creditors 12 54 - -
Accruals and deferred income 1,447 1,175 453 406
Dividend payable 939 553 939 553
______ ______ ______ ______
19,911 18,118 1,433 995
______ ______ ______ ______
Group Company
2003 2002 2003 2002
______ ______ ______ ______
£’000 £’000 £’000 £’000
Amounts falling due after more
than one year:
Bank loans (secured) 13,399 - - -
______ ______ ______ ______
13,399 - - -
______ ______ ______ ______
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 33 Consolidated Cash Flow Statement (continued) 
Reconciliation of operating profit to net
cash (outflow)/inflow from continuing operating activities
2003 2002
______ ______
£’000 £’000
CONTINUING ACTIVITIES
Operating profit 13,723 8,078
Depreciation of tangible fixed assets 129 187
Profit on sale of tangible fixed assets (10) (6)
(Increase) in land held for development (13,108) (2,242)
(Increase) in stocks and work in progress (10,576) (3,454)
Decrease/(Increase) in trade debtors 1 (9)
(Increase) in other debtors, prepayments and accrued income (253) (269)
Increase in trade creditors 1,250 3,814
Increase/(Decrease) in land creditors 533 (1,348)
Increase in other taxation and social security 53 38
Increase in accruals and deferred income 246 280
(Decrease)/Increase in other creditors (42) 23
______ ______
Net cash (outflow)/inflow from continuing operating activities (8,054) 5,092
______ ______
26 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 26 Notes to the Financial Statements (continued)
6 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
2003 2002
_____ _____
£’000 £’000
Profit on ordinary activities before taxation
is stated after charging:
Depreciation charge for the year:
T angible owned fixed assets 129 170
T angible fixed assets held under finance leases - 17
Auditors’ remuneration for:
Audit (Company £3,200, 2002: £3,200) 38 37
Other services to the Company and its subsidiaries 18 16
Hire of plant, equipment and vehicles - operating leases 1,458 1,356
_____ _____
7 TAXATION CHARGE ON PROFIT ON ORDINARY ACTIVITIES
2003 2002
_____ _____
£’000 £’000
United Kingdom corporation tax charge at 
an average rate of 30% (2002: 30%) 3,882 2,232
Under/(Over)-provision in respect of prior years 24 (21)
_____ _____
3,906 2,211
_____ _____
The tax assessed for the period is higher (2002: lower) than the standard rate of
corporation tax in the UK (30%).  The differences are explained below:
Profit on ordinary activities before tax 12,877 7,510
Profit on ordinary activities multiplied by standard rate of
corporation tax in the UK of 30% (2002: 30%) 3,863 2,253
Effects of:
Expenses not deductable for tax purposes 23 13
Accelerated capital allowances and other timing differences 8 (17)
Adjustments in respect of previous periods 24 (21)
Benefit of small companies rate (12) (17)
_____ _____
Current tax charge for period 3,906 2,211
_____ _____
8 PROFIT FOR THE FINANCIAL YEAR
As permitted by Section 230 of the Companies Act 1985, the parent company’s profit and loss account has
not been included in these financial statements.  The profit for the year is made up as follows:
2003 2002
_____ _____
£’000 £’000
Parent company’s profit for the financial year 7,527 3,764
Profit retained by subsidiary companies 1,444 1,535
_____ _____
8,971 5,299
_____ _____
30 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 30 15 CREDITORS (continued)
Group Company
2003 2002 2003 2002
______ ______ ______ ______
£’000 £’000 £’000 £’000
Bank loans are repayable as follows:
In one year or less 3,710 5,269 2 -
Between two and five years 13,399 - - -
______ ______ ______ ______
17,109 5,269 2 -
______ ______ ______ ______
The bank loans are secured by first fixed charges over land held for development and freehold properties,
together with floating charges over the Group’s assets and book debts.
The undrawn committed facilities at 31 December 2003 amounted to £7,891,000 (2002: £10,731,000).
Interest rate profile
The interest rate profile of the Group’s financial liabilities, all of which are sterling denominated, at 31
December 2003 was:
T otal Floating Fixed Fixed
______ ________ ______ ______
£’000 £’000 £’000 %
Bank loans – variable 8,109 8,109 - -
Bank loans – fixed 9,000 - 9,000 5.19
______ ______ ______
17,109 8,109 9,000
______ ______ ______
The variable rate financial liabilities comprise sterling denominated bank loans and overdrafts that bear
interest at rates based on bank base rate plus 1
1
/4%.  The bank base rate is capped at 3.94% per annum in
respect of £9 million of this variable element until 30 May 2006.
The narrative disclosures required by FRS 13 are disclosed in the Directors’ Report on page 9 and pages 3
and 4 of the Chief Executive’s Review .  There is no material difference between the fair value and book value
of financial liabilities.
16 PROVISIONS FOR LIABILITIES AND CHARGES
There is no potential liability to deferred taxation at 31 December 2003 in respect of the Company or the
Group (2002: £Nil).
17 PENSIONS
As described at Note 1, the Group operates a Group Personal Pension Plan with effect from 1 April 1997.
Until 31 March 1997, the Group operated a defined benefit pension scheme, which has now been wound
up.  Sufficient funds were available in the scheme to effect the wind-up.
The total pension cost to the Group under all pension arrangements was £340,000 (2002: £239,000).
Notes to the Financial Statements (continued)
34 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 34 Notes to the Financial Statements (continued)
35 Ben Bailey Plc
18 CALLED UP SHARE CAPITAL
2003 2002
_____ _____
£’000 £’000
Authorised
13,900,000 (2002: 13,900,000) ordinary shares of 10p each 1,390 1,390
_____ _____
Allotted, called up and fully paid
11,737,104 (2002: 11,060,234) ordinary shares of 10p each 1,174 1,106
_____ _____
On 16 May 2003 the Company issued 32,000 ordinary shares of 10p each for a total consideration of £14,420
under the terms of the Executive Share Option Scheme.
On 11 June 2003 the Company issued 25,000 ordinary shares of 10p each for a total consideration of £6,950
under the terms of the Executive Share Option Scheme.
On 30 July 2003 the Company issued 500,000 ordinary shares of 10p each for a total consideration of
£1,149,956 after deducting expenses.
On 12 September 2003 the Company issued 20,000 ordinary shares of 10p each for a total consideration of
£8,600 under the terms of the Executive Share Option Scheme.
On 20 November 2003 the Company issued 40,000 ordinary shares of 10p each for a total consideration of
£17,200 under the terms of the Executive Share Option Scheme.
On 8 December 2003 the Company issued 59,870 ordinary shares of 10p each for a total consideration of
£23,050 under the terms of the Executive Share Option Scheme.
19 OPTIONS IN SHARES OF BEN BAILEY PLC
Executive Share Option Scheme
Under the Executive Share Option Scheme, directors and senior employees of Group Companies have
options to subscribe for ordinary shares of 10p each.  Share options were exercised by three senior employees
for 67,000 shares during the year.  Options totalling 28,793 shares were granted in the year and 10,000 shares
lapsed in the year.  Excluding options held by the directors, options outstanding in respect of senior
employees under the share option scheme at 31 December 2003, together with the option prices and dates,
were as follows:
Date of Number of Exercise Date from which Expiry
Grant Options Price Exercisable Date
_______ ___________ ________ ________________ _______
06.09.00 15,000 43.0p 06.09.03 06.09.10
04.09.01 108,933 59.5p 04.09.04 04.09.11
19.03.02 60,000 90.0p 19.03.05 19.03.12
07.08.03 28,793 273.5p 07.08.06 07.08.13
The mid-market share price at 31 December 2003 was 406.5p per share and the range during 2003 was
147.5p to  406.5p per share.  The interests of the directors in share options are disclosed on page 15 in the
Directors’ Remuneration Report.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 35 20 RESERVES
Share Premium Profit and
Account Loss Account
_______________ _____________
£’000 £’000
Group
At 1 January 2003 612 12,223
Issue of shares 1,152 -
Retained profit for the year - 7,587
______ ______
At 31 December 2003 1,764 19,810
______ ______
Share Premium Profit and
Account Loss Account
_______________ _____________
£’000 £’000
Company
At 1 January 2003 612 5,985
Issue of shares 1,152 -
Retained profit for the year - 6,143
______ ______
At 31 December 2003 1,764 12,128
______ ______
21 RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS’ FUNDS
2003 2002
______ ______
£’000 £’000
Profit for the financial year 8,971 5,299
Dividends (1,384) (817)
Gross proceeds from issue of ordinary share capital 1,270 676
Share issue expenses (50) (30)
Unclaimed dividends written back - 1
______ ______
Net increase in equity shareholders’ funds 8,807 5,129
Opening equity shareholders’ funds 13,941 8,812
______ ______
Closing equity shareholders’ funds 22,748 13,941
______ ______
22 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2003 2002
______ ______
£’000 £’000
Increase in cash in the period - -
Cash (inflow)/outflow from (increase)/reduction in debt (11,840) 2,964
______ ______
Change in net debt resulting from cash flows (11,840) 2,964
New finance leases - -
______ ______
Movement in net debt in the period (11,840) 2,964
Net debt at 1 January 2003 (5,269) (8,233)
______ ______
Net debt at 31 December 2003 (17,109) (5,269)
______ ______
Notes to the Financial Statements (continued)
36 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 36 Notes to the Financial Statements (continued)
37 Ben Bailey Plc
23 ANAL YSIS OF NET DEBT
At 1 January Cash Other Non- At 31 December
2003 Flow Cash Changes 2003
____________ ______ _____________ _______________
£’000 £’000 £’000 £’000
Overdrafts - - - -
______ ______ ______ ______
Sub-total - - - -
Debt due after 1 year - (13,399) - (13,399)
Debt due within 1 year (5,269) 1,559 - (3,710)
______ ______ ______ ______
T otal (5,269) (11,840) - (17,109)
______ ______ ______ ______
24 FINANCIAL COMMITMENTS
At 31 December 2003 the Group had annual commitments under non-cancellable operating leases for plant,
equipment and vehicles as follows:
Group Company
2003 2002 2003 2002
_____ _____ _____ _____
£’000 £’000 £’000 £’000
Expiring within one year 47 93 21 -
Expiring between two and five years 162 136 - 21
_____ _____ _____ _____
209 229 21 21
_____ _____ _____ _____
25 CONTINGENT LIABILITIES
The Group has entered into performance guarantees in the normal course of business which at 31
December 2003 amounted to £3,579,831 (2002: £3,655,497).
The Company, jointly and severally with other group companies, has given a multilateral guarantee to
its bankers in connection with loan and overdraft facilities.  At 31 December 2003 the Company was
contingently liable under these arrangements in respect of the net bank loans and overdrafts of group
companies amounting to £17,109,000 (2002: £5,755,000).
In the opinion of the directors, no loss will arise in respect of any of the above matters.
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 37 Five Year Financial Summary
Y ear Ended 31 December 
1999 2000 2001 2002 2003
______ ______ ______ ______ ______
£’000 £’000 £’000 £’000 £’000
Units sold 355 350 429 405 450
______ ______ ______ ______ ______
T urnover 32,107 32,220 40,698 49,201 62,774
______ ______ ______ ______ ______
Operating profit 38 2,259 3,466 8,078 13,723
Net interest payable (788) (702) (713) (568) (846)
______ ______ ______ ______ ______
Profit/(loss) before taxation (750) 1,557 2,753 7,510 12,877
T ax on ordinary activities 243 (443) (839) (2,211) (3,906)
______ ______ ______ ______ ______
Profit/(loss) for the financial period (507) 1,114 1,914 5,299 8,971
Dividends   (105) (263) (400) (817) (1,384)
______ ______ ______ ______ ______
Retained profit/(loss) for the period (612) 851 1,514 4,482 7,587
______ ______ ______ ______ ______
Net assets employed
Fixed assets 471 467 557 496 559
Net current assets 6,010 6,832 9,203 13,445 35,588
______ ______ ______ ______ ______
6,481 7,299 9,760 13,941 36,147
Non-current liabilities (35) (1) (948) - (13,399)
______ ______ ______ ______ ______
Net assets 6,446 7,298 8,812 13,941 22,748
______ ______ ______ ______ ______
Ratios
Operating margin 0.12% 7.01% 8.52% 16.42% 21.86%
Return on capital employed 0.25% 14.94% 22.91% 47.39% 71.44%
Earnings/(Loss) per share – basic (4.84p) 10.58p 18.18p 49.27p 79.24p
Earnings/(Loss) per share – diluted (4.80p) 10.57p 18.07p 48.34p 77.38p
Dividend per share 1.00p 2.50p 3.80p 7.50p 12.00p
Dividend cover (times) (4.82) 4.23 4.78 6.49 6.60
Interest cover (times) 0.05 3.22 4.86 14.22 16.22
Net asset value per share 61.23p 69.30p 83.68p 126.04p 193.81p
______ ______ ______ ______ ______
38 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 38 Notice of Meeting
NOTICE IS HEREBY GIVEN that the FIFTY EIGHTH ANNUAL GENERAL MEETING of the
Company will be held at Doncaster Moat House Hotel, Warmsworth, Doncaster DN4 9UX on 7 May 2004
at 12 Noon to transact the following business:
ORDINARY BUSINESS
1 T o receive and adopt the Report of the Directors and Financial Statements and the Auditors’ Reports for
the year ended 31 December 2003.
2 T o receive and adopt the Directors’ Remuneration Report for the year ended 31 December 2003.
3 T o declare the dividend recommended by the directors.
4 T o re-elect Mr B R Bailey as a director.
5 T o re-elect Mr S W North as a director.
6 T o re-elect Mr B Leesing as a director.
7 To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the
conclusion of the next general meeting at which accounts are laid before the Company and that their
remuneration be fixed by the directors.
SPECIAL BUSINESS
8 T o consider and if thought fit to pass the following resolution as a special resolution:
THAT , in accordance with the general authority granted to the directors  under the terms of Section 80
of the Companies Act 1985 (the “ Act”), the directors be and are hereby empowered pursuant to Section
95 of the Act to allot equity securities (within the meaning of Section 94 of the Act) for cash as if sub-
section (1) of Section 89 of the Act did not apply to any such allotment PROVIDED THAT this power
shall be limited to:
(a) the allotment of equity securities in connection with a rights issue where it is in the opinion of the
directors necessary or expedient to allot equity securities otherwise than in accordance with Section
89 of the Act for the purpose of dealing with fractional entitlements or legal or practical problems
under the laws of any territory or the requirements of any recognised regulatory body in any
territory;
(b) the allotment of equity securities pursuant to the terms of any share scheme for directors and
employees approved by the Company in general meeting; and
(c) the allotment (otherwise than pursuant to sub-paragraphs (a) and (b) above) of equity securities up
to an aggregate nominal value of £58,686;
and this authority shall expire on the earlier of the date fifteen months from the date of the passing of
this resolution and the conclusion of the next Annual General Meeting of the Company held after the
passing of this resolution SAVE THAT the Company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted after such expiry and the
directors may allot equity securities in pursuance of such offer or agreement as if the power conferred
hereby had not expired.
39 Ben Bailey Plc
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 39 9 T o consider and if thought fit to pass the following resolution as a special resolution:
THAT the Company be and is hereby granted general and unconditional authority to make market
purchases (within the meaning of Section 163 of the Companies Act 1985) of the ordinary shares of 10
pence each in its capital PROVIDED THAT:
(i) this authority shall be limited so that the number of ordinary shares of 10 pence each which may be
acquired pursuant to this authority does not exceed an aggregate of 1,173,710 ordinary shares and
shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company
in 2005 or 7 November 2005; and
(ii) the maximum price which may be paid for an ordinary share shall not be more than 5% above the
average of the market values for an ordinary share as derived from the Stock Exchange Daily Official
List for the five business days immediately preceding the date on which the purchase is made and
the minimum price which may be paid for an ordinary share shall be 10 pence in each case exclusive
of expenses.
Notes:
1 A member entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote instead
of him.  A proxy need not be a member of the Company .
2 T o be valid, the form of proxy must be deposited at the registered office of the Company not later than
48 hours prior to the annual general meeting.  The completion and return of a form of proxy will not
prevent a shareholder from attending the meeting and voting in person.
3 In accordance with Regulation 41 of the Uncertified Securities Regulations 2001, only those members
entered on the Company’s Register of Members not later than 12 noon on 5 May 2004 or, if the meeting
is adjourned, shareholders entered on the Company’s Register of Members not later than 48 hours
before the time fixed to the adjourned meeting shall be entitled to attend and vote at the meeting.
By order of the Board Registered Office
Elizabeth House
Cliff Street
Mexborough
South Yorkshire
S64 9HQ
S W North
Company Secretary 2 March 2004
40 Ben Bailey Plc
Notice of Meeting (continued)
55485 Ben Bailey 07-40  25/2/2004  4:32 pm  Page 40