KLEENEZE
ANNUAL REPORT 2004
*
NEW PRODUCT LAUNCHES, NEW ENVIRONMENTALLY FRIENDLY PACKAGING, NEW WEBSITE, NEW PARTNERSHIP PROGRAMMES, NEW STAFF INITIATIVES,
NEW PRIZES, NEW IDEAS FORUM, NEW TECHNOLOGY , NEW CHARITY FUNDRAISING, NEW DISTRIBUTOR OF THE YEAR KLEENEZE IS A SPECIALIST VALUE RETAILER.
OUR TWO BUSINESSES HAVE MANY SKILLS IN COMMON – PRODUCT
SELECTION, CATALOGUE DESIGN, RECRUITMENT, RETENTION 
AND MOTIVATION OF AGENTS AND DISTRIBUTORS – AND ARE
CHARACTERISED BY THE VARIETY, QUALITY AND GOOD VALUE OF
PRODUCTS AND THE ENTHUSIASM AND DEDICATION OF OUR PEOPLE.
OUR STRATEGY IS TO CONTINUE TO BUILD ON THESE STRENGTHS
AND TO ENSURE THAT OUR BUSINESSES MAXIMISE THE
OPPORTUNITIES THAT ARE AVAILABLE.
CONTENTS
01 Highlights
02 Year at a glance
04 Chairman’s statement
06 Chief Executive’s review
10 Operating and 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
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 movement 
on shareholders’ funds
31 Notes forming part of the financial 
statements
53 Advisers
53 Financial calendar
54 Notice of meeting
56 Notes
COVER PHOTOGRAPHS HAVE BEEN KINDLY SUPPLIED BY OUR STAFF, DISTRIBUTORS AND AGENTS 01 KLEENEZE plc ANNUAL REPORT 2004 / HIGHLIGHTS
ANNUAL REPORT 2004 ANNUAL REPORT 2004
THE KLEENEZE GROUP OPERATES TWO VALUE RETAILING
BUSINESSES IN DISTINCT MARKETS USING COMMON SKILLS.
KLEENEZE UK PROVIDES GOOD VALUE, EVERYDAY PRODUCTS
THROUGH CATALOGUES DELIVERED DIRECT TO THE HOME BY 
SELF-EMPLOYED DISTRIBUTORS CURRENTLY COVERING THE 
UK AND THE REPUBLIC OF IRELAND.
FAREPAK PROVIDES CHRISTMAS HAMPERS, GIFTS AND SHOPPING
VOUCHERS PURCHASED ON A MONTHLY INSTALMENT BASIS THROUGH
CATALOGUES DISTRIBUTED BY INDEPENDENT AGENTS ACROSS THE UK. 
HIGHLIGHTS
Turnover on continuing operations 
£158.9 million (2003: £164.1 million) 
Operating profit on continuing operations before
exceptional items and after associate profit
unchanged at £8.5 million 
Loss before tax, after exceptional items
significantly reduced at £2.0 million 
(2003: loss of £36.0 million) 
Normalised basic earnings per share increased
to 12.8 pence (2003: 12.7 pence) and basic
loss per share improved to 5.8 pence 
(2003: loss of 74.7 pence) 
Final dividend 2 pence (2003: nil); total for the
year 3 pence (2003: nil) MAY 2003
Preparation for Christmas 2003
commences for the busy production
season at Farepak.
JULY 2003
July saw the initiative to support
Macmillan Cancer Relief which has
heralded a range of events at Farepak
during the year.
JUNE 2003
Kleeneze UK’s annual conference was 
held in Birmingham in June with 
6,500 attendees. 
OCTOBER 2003
October saw the launch of the first ever
Halloween specialogue at Kleeneze UK.
SEPTEMBER 2003
September heralds the arrival 
of Christmas at Kleeneze UK with 
the Christmas Conference where 
the Christmas catalogue for 2003 
was launched.
AUGUST 2003
Kleeneze UK launched the employee
initiative ‘Idea of the month’. Kim Rawson
(Deputy Managing Director) congratulates
Liz Willmott on her idea to simplify call
centre paperwork.
02 KLEENEZE plc ANNUAL REPORT 2004 / YEAR AT A GLANCE 03 KLEENEZE plc ANNUAL REPORT 2004 / YEAR AT A GLANCE
NOVEMBER 2003
Farepak completed their new voucher
room designed for the fulfilment of
shopping vouchers. The new facility
offers improved levels of security.
JANUARY 2004
Kleeneze UK celebrate the New Year 
in style at the New Year conference
where the success of distributors is
applauded in the Recognition Parade.
DECEMBER 2003
Farepak’s production and dispatch of
seasonal hampers is completed in the
weeks leading up to Christmas.
APRIL 2004
The move to Kleeneze UK’s new
distribution centre was completed 
during Easter 2004. The new facility
offers the additional capacity to fulfil
European orders.
MARCH 2004
Kleeneze UK launched its new website in
March 2004 – Kleeneze.net – to improve
communication with its distributors.
FEBRUARY 2004
Dave and Susan Darton are presented
with the keys to a new Mini Cooper in
recognition of the growth of their
Kleeneze UK business. CHAIRMAN’S STATEMENT
THE FOCUS ON STRENGTHENING
THE GROUP’S OPERATIONAL 
AND FINANCIAL POSITION 
HAS PLACED US IN A STRONG
POSITION TO ACCELERATE
GROWTH ACROSS 
THE GROUP.
04 KLEENEZE plc ANNUAL REPORT 2004 / CHAIRMAN’S STATEMENT
OVERVIEW
The year has seen significant strategic change in the Group with 
the focus on a number of key projects which have positioned 
the Group for further growth against a backdrop of increased
operating efficiencies.
On 6th July 2004 the Group’s 5% shareholding in Premier Direct
Group plc (“Premier”), held since 24th July 2003 and received 
as part of the consideration for the sale of DMG, was sold for 
£1.2 million cash – a profit of £0.9 million. The Group has now
received a total of £4.9 million in cash from the disposal of DMG, 
an increase against the £4.1 million referred to at the time of the
announcement of the disposal. 
The relocation of Kleeneze UK from its historic site to its new
modern distribution centre was completed over Easter 2004. This
move provides Kleeneze UK with the capacity to increase its sales
significantly at the same time as improving operating efficiencies.
The total investment of £2.8 million was fully funded from the 
£4.0 million cash proceeds from the disposal of the previous site.
Following the move to the new site, Kleeneze UK now has the
capacity and the improved systems to fulfil orders outside the UK
and Ireland. Hence, at the Annual Conference on 5th June 2004,
the initial expansion into continental Europe was announced with
the launch of Kleeneze UK’s Dutch operation, an initiative that has 
been explored over many months and is now in a position to be
effectively implemented. The recruitment of Dutch distributors
started on 5th July 2004 with sales commencing in early
September to take advantage of Christmas trading.
Taking account of the strategic changes being undertaken at
Kleeneze UK and its importance to the Group, William Rollason 
has taken over direct management responsibility for Kleeneze UK,
heading up the established management team.
At Farepak the medium term decline in hamper sales continues and
more focus is being directed on reducing fixed overheads to take
account of the change in mix from hampers to shopping vouchers.
Overall, the year has been one of consolidation and laying the
foundations for future growth both from existing operations and
new initiatives. The Group is now in a much stronger position, 
both financially and operationally, and we look to the future 
with confidence. 05 KLEENEZE plc ANNUAL REPORT 2004 / CHAIRMAN’S STATEMENT
RESULTS FOR THE YEAR
Turnover on continuing operations decreased by 3.2% year on year,
in part reflecting the disruption experienced in service and delivery
levels during the period of transition to the new distribution facility 
at Kleeneze UK. Despite this slight decrease in sales, operating
profit on continuing operations has increased by 1% during the year
to £7.9 million (2003: £7.8 million). This reflects improvements in 
the operating profit margins in both businesses as cost efficiencies
start to be realised. 
Profit before tax on continuing operations before exceptional items
remains unchanged since last year at £8.2 million. Exceptional and
non operating items resulted in a loss before tax of £2.0 million in
the year (2003: £36.0 million). These costs include £6.8 million loss
on disposal of DMG. Discontinued operations contributed further
pre-exceptional losses of £2.0 million in the year, significantly
reduced from the pre-exceptional loss after tax of £8.7 million
recorded for DMG in 2003. Normalised basic earnings per share,
calculated on the profits from continuing operations before
exceptional items, increased to 12.8 pence (2003: 12.7 pence).
Basic loss per share was 5.8 pence, a significant improvement 
on the loss per share of 74.7 pence reported in 2003.
The Group’s continuing operations generated net cash from
operating activities in the year of £8.4 million (2003: £12.7 million).
This reduction in cash generation in part reflects the exceptional
costs associated with the transfer of Kleeneze UK to its new
distribution centre.
Net debt decreased to £11.2 million at the year end
(2003: £16.0 million). At 30th April 2004, the Group had net
liabilities of £12.8 million (2003: £8.7 million).
DIVIDEND
The Board is recommending a final dividend of 2 pence per share
(2003: nil), which together with the interim dividend of 1 pence per
share (2003: nil) will result in a total dividend of 3 pence per share
(2003: nil) for the year. The reinstatement of dividends in the year
reflects the improvement in overall results and stability of the Group
following completion of the disposal of DMG.
The dividend is payable on 6th October 2004 to shareholders who
were on the register on 16th July 2004.
STRATEGY
As we set out to last year, we have completed the disposal of 
DMG and re-located Kleeneze UK to its new distribution centre. 
We have also re-instated the dividend and launched Kleeneze UK 
in continental Europe. We will continue our strategy of growing
Kleeneze UK both organically, through increased product ranges
and increased geographic penetration, and by acquisition. At
Farepak, our strategy of increasing its cash generation and
managing the decline of the hamper business, by focussing on the
opportunities in the shopping voucher market and reducing fixed
overheads, will continue.
THE BOARD
George Pollock resigned from the Board and left the Group on
17th December 2003. He worked for the Group for 28 years and
we would like to take this opportunity to thank him for his long
service and dedication.
Chris Hulland and I are standing for re-election by rotation, together
with Stephen Roberts, who has indicated that he will be stepping
down at the Annual General Meeting to be held in September 2005.
PEOPLE
We appreciate that our principal asset is our people and I would 
like to record my thanks to all of them for their continued support
and hard work during the last year. In particular, the re-location of
Kleeneze UK to their new distribution centre was only achieved
through the dedication of everyone who works there.
PROSPECTS
Kleeneze UK’s return to growth should be driven by improved
retention of distributors supported by increased productivity of the
new Main Book. The recent introduction of higher value products
such as Cabouchon jewellery and new branded ranges such as
Norfolk Lavender toiletry products should also drive growth. The
launch into continental Europe should further support the growth
and lay new foundations for the future.
At Farepak the cost base remains the key area of attention as we
continue to focus on operating efficiencies to offset the decline in
hamper volumes.
The Group is highly cash generative and a number of acquisition
opportunities are being reviewed which should further enhance
growth through using our existing infrastructure.
Overall we remain confident about achieving our expectations for
the current year as a strong performance from Kleeneze UK should
more than offset the decline in Farepak.
SIR CLIVE THOMPSON
CHAIRMAN
13TH AUGUST 2004 06 KLEENEZE plc ANNUAL REPORT 2004 / CHIEF EXECUTIVE’S REVIEW
CHIEF EXECUTIVE’S REVIEW
KLEENEZE UK PROVIDES GOOD VALUE, EVERYDAY PRODUCTS 
THROUGH CATALOGUES DELIVERED DIRECT TO THE HOME BY 
SELF-EMPLOYED DISTRIBUTORS CURRENTLY COVERING THE UK 
AND THE REPUBLIC OF IRELAND.
Turnover at Kleeneze UK fell by 4% to £82.6 million
(2003: £86.3 million) and operating profit before exceptional 
items was stable at £6.6 million (2003: £6.6 million), an increased
operating margin of 8.0% (2003: 7.6%).
The fall in turnover resulted from a reduction in the average number
of active distributors from 16,900 last year to 14,900 this year
together with the short disruption to service levels during the move
to the new distribution centre. We continue to recruit nearly 2,000
distributors each month, but the activation and then retention rates
of distributors year on year has fallen. We believe that this fall in
distributor numbers has been driven mainly by the macro-economic
environment where there is a ready availability of cheap credit.
However, the recent rises in interest rates and the predicted future
rises should help to reverse this effect.
We are changing the way in which we support our distributors by
strengthening the network support roles to ensure that we can
react more quickly to issues that affect both activation and retention.
The retention rate amongst the top 5,000 distributors remains high
as our compensation plan is considered one of the best in the 
UK market place. Our new distribution centre has a modern training
facility and we are increasing both the number and quality of
training programmes offered to our distributors. Over 200 team
leaders are trained every month.
The fall in active distributors has, in part, been offset by a 20%
increase in average sales rate (“ASR”) which is defined as the
average period sales per ordering distributor. ASR has increased
from £510 to £610 since last year. This has partly been driven 
by the continual review of the product range undertaken by the
management team at Kleeneze UK. The Health & Beauty
catalogue, launched in May 2004, incorporates a selection of
Cabouchon branded jewellery for the first time. In June 2004,
Kleeneze UK also launched a range of products from Norfolk
Lavender which have further enhanced the offering.
Kleeneze UK has taken steps to increase the speed to market for 
a number of popular products through the introduction of ‘flyers’ 
to be used by the network. Our most successful flyer this year
featured a range of shredders, which built on the public concern
over personal confidentiality of domestic bills and papers. We 
were able to strengthen this message by utilising our association
with the National Neighbourhood Watch Association (“NNWA”),
who lent their endorsement to this initiative.
Our association with the NNWA is now in its sixth year and has
considerable mutual benefits. Our distributors swiftly and effectively
distributed key seasonal messages on behalf of the NNWA and in
addition Kleeneze UK publishes factsheets for NNWA members 
to use at their local meetings. Kleeneze UK distributors are provided
with best practice photo identification cards, which give added
reassurance on the doorstep. The relationship with NNWA also
provides us with the platform to develop our sponsorship of
Britain’s Best Neighbour Award.
The move to our new distribution centre in Bristol, successfully
completed in April 2004, has enabled us to introduce bar coding
across the product range which has improved both the efficiency
and the accuracy of our order fulfilment. This is driving operational
savings, both in terms of people and stock, and some of the
benefits have already been realised, which has contributed to the
increase in our operating margins from 7.6% to 8.0%. The full
benefits will be seen in the current year.
At the annual Kleeneze UK conference in June 2004, we announced
our first expansion into continental Europe with the launch of our
Dutch operation. Recruitment of Dutch distributors started in early
July and our first orders will be delivered in September 2004. We
are excited by the potential in Holland as there are 6.9 million
households in Holland compared to 24.5 million households in the
UK and 1.3 million in Ireland. Network marketing is a well established
concept in Holland and our extensive research has shown that our
product range should be well received. We anticipate having over
1,000 distributors in place in Holland by September 2004 and see
this as our first step into continental Europe.
To reflect the strategic changes that are being undertaken at
Kleeneze UK, I have taken responsibility for the business. As 
a result Ian Doherty, the Managing Director of Kleeneze UK, left in
July 2004. I would like to thank Ian for his valuable contribution 
to the growth of Kleeneze UK since he joined in August 2001 and
wish him well for the future.
Kleeneze UK is a dynamic business, which has the potential to
grow significantly in the UK in addition to the huge market that
continental Europe offers. The increased capacity of our new
distribution centre provides us with a solid operational base to
support this significant growth potential and we look to the future
with confidence.
1 Kleeneze UK’s new service centre
at Bristol 2 Shaun Morgan picking
an order for dispatch to a Kleeneze
UK distributor 3 The new distribution
centre provides additional capacity 07 KLEENEZE plc ANNUAL REPORT 2004 / CHIEF EXECUTIVE’S REVIEW
*
NEW PRODUCT LAUNCHES, NEW ENVIRONMENTALLY FRIENDLY PACKAGING, NEW WEBSITE, NEW PARTNERSHIP PROGRAMMES, 
NEW STAFF INITIATIVES, NEW PRIZES, NEW IDEAS FORUM, NEW TECHNOLOGY , NEW CHARITY FUNDRAISING, NEW DISTRIBUTOR OF THE YEAR
INITIATIVE No.10 INITIATIVE No.10 08 KLEENEZE plc ANNUAL REPORT 2004 / CHIEF EXECUTIVE’S REVIEW
*
NEW PRODUCT LAUNCHES, NEW ENVIRONMENTALLY FRIENDLY PACKAGING, NEW WEBSITE, NEW PARTNERSHIP PROGRAMMES, 
NEW STAFF INITIATIVES, NEW PRIZES, NEW IDEAS FORUM, NEW TECHNOLOGY , NEW CHARITY FUNDRAISING, NEW DISTRIBUTOR OF THE YEAR
INITIATIVE No.7 INITIATIVE No.7 09 KLEENEZE plc ANNUAL REPORT 2004 / CHIEF EXECUTIVE’S REVIEW
FAREPAK PROVIDES CHRISTMAS HAMPERS, GIFTS AND SHOPPING
VOUCHERS PURCHASED 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.
Turnover at Farepak fell 2% to £76.3 million (2003: £77.9 million),
however, operating profit was up to £1.3 million (2003: £1.2 million),
an increased operating margin of 1.6% (2003: 1.3%).
Our agent numbers fell to 59,000 (2003: 63,000) reflecting lower
recruitment of new agents in a very competitive environment.
Encouragingly our retention rate of existing agents remained steady
at 71%. We are pleased to have held the retention rates of our long
established agents steady in what was a very aggressive year for
the recruitment of both new and existing agents.
The medium term decline in hampers continues and shopping
vouchers now represent 76% of our total sales (2003: 74%). This 
is likely to increase in the coming years as our customers prefer 
the flexibility that vouchers provide. We are, therefore, focusing 
on vouchers and investing in a new range which we will be
launching later this year for Christmas 2005. These vouchers will 
be targeted at a younger audience and marketed separately from
the main catalogue.
Our reliance on voucher dispatches, of some £60 million per annum,
both for our own business, and our other clients, has seen us
invest in a new voucher dispatch room. This facility is being
marketed to support a number of third party clients in the areas 
of incentives and salary replacement schemes.
Farepak supplies several blue chip companies, including Marks &
Spencer, Littlewoods and Provident. These contracts are secure 
for 2004 and we are seeking to build on this excellent base.
We have undertaken a review of our product range and have
concluded that it is too wide and we have too many individual
components. We have, therefore, reduced the number of individual
line items by over 10% year on year and we are seeking to reduce
this by a further 10% next year. This has not affected the overall
range of hampers that we offer but has enabled us to reduce our
supplier base accordingly.
To reduce our hamper production costs further and to improve service
to our customers we streamlined our management structure to
produce a single logistics team combining three teams into one
which should lead to greater efficiencies.
Operating margins increased to 1.6% (2003: 1.3%) as we
continued to focus on becoming more efficient. We have continued
to encourage our agents to use the internet as a means of
communication as this improves both the accuracy and efficiency 
of the order process. 30% of all communication from agents is now
received via the internet, up from 18% a year ago.
Our cost base has been reduced slightly year on year and we are
currently undertaking a fundamental review of the way in which we
operate to reduce this further. As our higher margin hamper
business continues to decline, we will be converting more of our
fixed costs to variable costs.
Farepak selected Macmillan Cancer Relief as its chosen charity.
Macmillan nationally support cancer care nurses across the country,
each of whom cost £100,000 over 3 years. Our long term aim is to
raise £50,000 through staff ‘fun days’ and agent promotions. Funds
raised by staff will benefit local Swindon Macmillan causes.
Focus on staff training to retain and develop our core staff has
resulted in us obtaining 37 NVQs and other advanced qualifications
in the last two years. For our staff size, of just under 100 permanent
people, we are pleased with this significant enhancement to our
people skills. Government funding has also been obtained, making
the overall cost neutral. We continue to focus on our staff with
practical hands on training in our warehouse, new modern
production management methods and development of our IT 
and customer service skills.
Farepak is a cash generative business operating in a market where
growth is driven by low margin voucher sales. We are re-engineering
the way in which we operate to reflect the changing market place
and offset the medium term decline.
WILLIAM ROLLASON
CHIEF EXECUTIVE
13TH AUGUST 2004
1 Production line at Farepak during the busy
packing season 2 Hampers are sealed at the end
of the packing process 3 Completed Christmas
hampers are prepared for dispatch 10 KLEENEZE plc ANNUAL REPORT 2004 / OPERATING AND FINANCIAL REVIEW
OPERATING AND 
FINANCIAL REVIEW
FOR THE YEAR ENDED 30TH APRIL 2004
SUMMARY OF RESULTS
2004 2003
£m £m
Turnover – continuing operations 158.9 164.1
Operating profit
1
– continuing operations 7.9 7.8
Share of associate’s operating profit 0.6 0.7
Net interest (including associate’s share) (0.3) (0.3)
Normalised profit before tax 8.2 8.2
Discontinued operations – operating loss (2.6) (10.8)
Operating exceptional items (2.0) (33.4)
Non operating exceptional items (5.6) –
Loss before tax (2.0) (36.0)
Tax (0.6) 1.0
Loss after tax (2.6) (35.0)
Basic loss per share (pence) (5.8)p (74.7)p
Normalised basic earnings per share (pence) 12.8p 12.7p
Total dividend per share (pence) 3.0p Nil
Net debt (£m) 11.2 16.0
1
Operating profit before exceptional operating items
Turnover for continuing operations for the year was down 3% at
£158.9m (2003: £164.1m). For the last quarter of the year Kleeneze
UK’s sales were adversely affected by £2.0m due to short term
disruption to service and delivery levels caused by the move to the
new distribution centre. These issues have been resolved since the
year end and service levels are continuing to improve.
Operating profit on continuing operations before exceptional items
was up 1% at £7.9m (2003: £7.8m) – an increased operating margin
of 5.0% (2003: 4.7%) principally reflecting the initial benefits from 
Kleeneze UK’s move to its new distribution centre.
SHARE OF ASSOCIATE
Operating profits from the Group’s associate, Home Farm Hampers
Limited (“Home Farm”), reduced slightly to £0.6m (2003: £0.7m).
INTEREST
The net interest charge was £0.3m in 2004 (2003: £0.3m). Interest
income relating to the Group’s associate was £0.3m in 2004
(2003: £0.3m).
DISCONTINUED OPERATIONS
Discontinued operations reflect the results for DMG. Operating 
losses at DMG were £2.6m (2003: £10.8m).
NORMALISED PROFIT BEFORE TAX
Profit before tax for continuing operations before exceptional items
was unchanged at £8.2m.
EXCEPTIONAL ITEMS
2004
£m
Operating exceptional items
Costs on termination (0.9)
Transfer of operations in Kleeneze UK (1.1)
(2.0)
Non operating exceptional items
Profit on disposal of fixed assets 1.2
Loss on disposal of discontinued operations (6.8)
(5.6)
OPERATING EXCEPTIONAL ITEMS
£0.9m relates to the early termination of George Pollock’s
employment contract on 17th December 2003.
£1.1m relates to the costs incurred during the transfer of operations
in Kleeneze UK to the new warehouse and fulfilment centre in Bristol.
The new site was fully operational at Easter 2004.
NON OPERATING EXCEPTIONAL ITEMS
During the year, Kleeneze UK disposed of freehold premises for cash
proceeds of £4.0m. The net book value of fixed assets disposed 
of was £2.5m and the costs of disposal were £0.3m.
The loss on disposal of discontinued operations of £6.8m related 
to DMG. The total cash consideration received for the business 
was £3.7m. In addition, 190,763 Ordinary shares in Premier were
received. These shares have been included in the balance sheet 
at 30th April 2004 at the market value on the date of acquisition 
of £0.3m. 
TAX
An analysis of the taxation charge is set out in note 8. The total
taxation charge as a percentage of the loss before tax was 31%. 
The tax charge for continuing operations in 2004 represents 27% 
of profits before tax and exceptional items.
EARNINGS PER SHARE
Normalised basic earnings per share were up 1% to 12.8 pence
(2003: 12.7 pence).
Basic loss per share was significantly reduced to 5.8 pence 
(2003: loss of 74.7 pence).
1 The new Kleeneze UK distribution centre
utilises new conveyor packaging lines 2 The
production line for hampers at Farepak 3 Mervin
Cox prepares hampers for distribution at Farepak 11 KLEENEZE plc ANNUAL REPORT 2004 / OPERATING AND FINANCIAL REVIEW
*
NEW PRODUCT LAUNCHES, NEW ENVIRONMENTALLY FRIENDLY PACKAGING, NEW WEBSITE, NEW PARTNERSHIP PROGRAMMES, 
NEW STAFF INITIATIVES, NEW PRIZES, NEW IDEAS FORUM, NEW TECHNOLOGY , NEW CHARITY FUNDRAISING, NEW DISTRIBUTOR OF THE YEAR
INITIATIVE No.1 INITIATIVE No.1 *
NEW PRODUCT LAUNCHES, NEW ENVIRONMENTALLY FRIENDLY PACKAGING, NEW WEBSITE, NEW PARTNERSHIP PROGRAMMES, 
NEW STAFF INITIATIVES, NEW PRIZES, NEW IDEAS FORUM, NEW TECHNOLOGY , NEW CHARITY FUNDRAISING, NEW DISTRIBUTOR OF THE YEAR
12 KLEENEZE plc ANNUAL REPORT 2004 / OPERATING AND FINANCIAL REVIEW
INITIATIVE No.5 INITIATIVE No.5 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’s 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 2004 is given in note 25.
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 Euros; although the majority of operating
costs are denominated in sterling. Exchange differences arise on
currency balances held in Euros.
C J S HULLAND
FINANCE DIRECTOR
13TH AUGUST 2004
13 KLEENEZE plc ANNUAL REPORT 2004 / OPERATING AND FINANCIAL REVIEW
DIVIDENDS
The Group declared an interim dividend of 1p per share in 
December 2003 (2003: nil), a final dividend of 2p per share is
proposed (2003: nil).
CASH AND BORROWINGS
The Group had net debt of £11.2m as at 30th April 2004
(2003: £16.0m). Proceeds from the sale of the previous Kleeneze 
UK premises (£4.0m) and the disposal of DMG (£3.7m) were in part
offset by the capital spend on the new distribution centre (£2.8m)
and the costs of disposal of DMG (£2.7m).
The Group’s committed borrowing facilities of £40.0m expire on
31st October 2006 and are more than sufficient to provide for its
financial requirements for the foreseeable future. At 30th April 2004,
the overdraft with Bank of Scotland, drawn under these facilities
was £11.6m (2003: £17.4m).
Bank of Scotland has rights to offset cash balances against
overdrafts within all subsidiaries. At the year end, the Group had
£nil on short term deposits with Bank of Scotland (2003: US$6.9m)
and this has been offset against sterling overdrafts shown in the
consolidated balance sheet.
SHAREHOLDERS’ FUNDS
The shareholders’ deficit at 30th April 2004 is £12.8m (2003: £8.7m).
In particular the increase in deficit year on year reflects the £6.8m
non operating loss on disposal of DMG together with trading losses
on discontinued operations of £2.6m.
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. The Group does not trade in financial instruments.
LIQUIDITY RISK
Major risks associated with the Group’s financial instruments arise
from interest rate and foreign currency movements. The Board’s
policies in respect of these risks are summarised below and are
unchanged from last year. Movements in the market values of
financial instruments during the year are shown in note 25.
The directors regularly review cash, loan and overdraft balances 
to ensure that facilities are sufficient to cover the Group’s 
financing requirements.
1 Matt Brasier provides support to a Kleeneze UK
distributor 2 Valerie Osborne uses a hand held
terminal which has improved the accuracy of
order picking at Kleeneze UK 3 Julie McLeod
supervises wine dispatch at Farepak  14 KLEENEZE plc ANNUAL REPORT 2004 / CORPORATE SOCIAL RESPONSIBILITY REPORT
CORPORATE SOCIAL
RESPONSIBILITY REPORT
People form the heart of our business – not just our customers and
employees, but also our distributors, agents, shareholders, suppliers,
and the local communities in which we operate. As stakeholders in
our business, they expect us to operate our business in an ethical
and socially responsible manner. Our dedication to this principle
remains as strong as ever and this past year we made further
progress in ensuring that we continue to conduct our business as
good corporate citizens.
ENVIRONMENT
We believe that businesses 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 principal 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.
Avoid environmental pollution.
Encourage our suppliers to adopt similar environmental standards
in order to help improve their own environmental performance.
This year we took further positive action to advance our
commitment to the environment. The construction of our new
offices and distribution centre was carried out with full consideration
given to environmental impact. This included the installation of
environmentally efficient heating and lighting systems, designed to
minimise energy consumption, and the development of a “green
travel plan” designed to promote the adoption amongst our staff 
of environmentally friendly modes of transport to and from work.
PEOPLE
The key differentiator in our business is our people. We, therefore,
seek to create 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. As part of this process,
our appraisal programme identifies staff training requirements and
provides them with appropriate training to further their development.
We have also introduced a whistle blowing policy which provides 
all members of staff with a secure avenue of recourse should they
have concerns regarding the ethical conduct of the Group or any 
of its representatives.
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
tenth year, is designed to highlight the positive actions of
individuals in their communities.
Over the course of the year we raised £13,000 for Farepak’s
selected partner charity, Macmillan Cancer Relief.
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 (“DSA”) and the Hamper
Industry Trade Association. We are Founding Members of both
these associations and most recently we organised and hosted 
the 2004 DSA Conference.
ETHICAL TRADING
We endeavour to apply the principles of fair and ethical trading in all
our business areas. An ethical trading policy has been incorporated
into our standard terms and conditions for suppliers. As much of
our product is sourced abroad, we have made efforts to increase
the numbers of suppliers that we deal with directly as this allows us
further control in ensuring that they abide by our ethical standards.
NICHOLAS GILODI-JOHNSON
DIRECTOR
13TH AUGUST 2004 15 KLEENEZE plc ANNUAL REPORT 2004 / DIRECTORS
DIRECTORS
SIR CLIVE THOMPSON (61)
CHAIRMAN
Appointed to the Board in 1988 and Chairman in August 2001.
Member of the advisory boards of CVC Capital Partners and SVG
Strategic Recovery Fund. Recently stepped down as Chairman of
Rentokil Initial plc where he was Chief Executive for 20 years to
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 (43)
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 (52)
FINANCE DIRECTOR AND COMPANY SECRETARY
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
Price Waterhouse in London.
NICHOLAS GILODI-JOHNSON (33)
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. 
NEIL GILLIS (39)
NON-EXECUTIVE DIRECTOR
Appointed on 13th August 2003, Neil Gillis is Chief Executive 
of health club group, Esporta. Neil has previously worked at 
Greene King PLC and Heinz. He is Chairman of Duchy Originals,
the food group.
PAUL MUNN (41)
NON-EXECUTIVE DIRECTOR 
Appointed in 2002. Paul Munn is a director of Rockworth Capital
Partners Limited and prior to that was previously Chief Executive 
of Dawson International PLC. He is a Member of the Chartered
Institute of Management Accountants and has previous experience
with Mars Confectionery, Price Waterhouse and BUPA. 
STEPHEN ROBERTS (63)
NON-EXECUTIVE DIRECTOR 
Appointed in 1985. He was until 2003 a partner in Nicholson
Graham & Jones.
SIR CLIVE THOMPSON WILLIAM ROLLASON CHRIS HULLAND NICHOLAS GILODI-JOHNSON
NEIL GILLIS PAUL MUNN STEPHEN ROBERTS  16 KLEENEZE plc ANNUAL REPORT 2004 / REMUNERATION REPORT
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30TH APRIL 2004
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 were:
Sir Clive Thompson (Chairman)
Neil Gillis (appointed 13th August 2003)
Paul Munn
Stephen Roberts
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. 
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 policy in relation to subsequent years will be kept under review to ensure that it reflects changing circumstances. 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. In addition the Committee reviews the salaries of senior management. The remuneration policy remains unchanged
for the financial year ending 30th April 2005 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 designed to provide a competitive remuneration package to attract and retain quality individuals.
The Remuneration Committee is sensitive to the wider scene, including pay and conditions throughout the Group, especially when
determining annual salary increases.
PERFORMANCE RELATED BONUS
On 1st July 2004, the Remuneration Committee determined specific performance bonuses related to the successful disposal of DMG to
the executive directors in respect of the financial year ended 30th April 2004 as follows:
£
William Rollason 75,000
Chris Hulland 20,000
Nicholas Gilodi-Johnson 7,500
102,500
There were no bonuses in respect of the financial year ended 30th April 2003.
Bonus payments do not form part of pensionable emoluments.
For the financial year ending 30th April 2005, bonus arrangements in respect of William Rollason, Chris Hulland and Nicholas Gilodi-Johnson
are dependent upon growth in normalised earnings per share. The maximum bonuses are:
Percentage of salary
William Rollason 75
Chris Hulland 40
Nicholas Gilodi-Johnson 30
OTHER BENEFITS
William Rollason and Chris Hulland are entitled to death in service benefit of four times salary and to permanent health insurance cover
which applies after six months’ continuous absence due to illness. Nicholas Gilodi-Johnson is entitled to death in service benefit of 
three times salary.
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:
Compensation on termination by the 
Name Date of agreement Notice periods 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 17 KLEENEZE plc ANNUAL REPORT 2004 / REMUNERATION REPORT
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.
The terms of the directors’ service contracts have been set to reflect market practice and provide contractual protection for the
directors that is fair and in the interests of shareholders. Compensation payments on termination of directors’ contracts will only be
made where the circumstances surrounding the departure of the relevant director justify such payments. Compensation will not apply
where the director’s departure is due to poor performance.
Neil Gillis and Paul Munn have letters of appointment dated 8th August 2003 and 26th September 2002 respectively, which do not allow
for any notice period. Stephen Roberts does not have a letter of appointment.
There are no pre-determined special provisions for non-executive directors with regard to compensation in the event of loss of office.
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 to be determined at the time of issue.
The performance criteria for options that have been granted to directors are set out later in this report.
The Remuneration Committee has concluded that share price improvement 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 1999 and 30th April 2004, measured by total shareholder 
return, assuming that dividends are re-invested on the ex-dividend date, 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 the directors believe that
this is the most appropriate benchmark.
INFORMATION SUBJECT TO AUDIT
DIRECTORS’ REMUNERATION
Remuneration, excluding pension contributions, paid to each director was:
Compensation
Benefits- for loss of 2004 2003
Fees Salary Bonus in-kind office Total Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Sir Clive Thompson
(1)
100 –––– 100 100
William Rollason – 275 75 26 – 376 88
George Pollock:
as Chief Executive (until 7th January 2003) –––––– 197
as Marketing Director (until 16th December 2003) – 167 – 20 493 680 88
George Pollock – Total
(2)
– 167 – 20 493 680 285
Chris Hulland – 186 20 26 – 232 211
Nicholas Gilodi-Johnson –60 7 6 – 73 66
Neil Gillis (appointed 13th August 2003) 14 –––– 14 –
Paul Munn 20 –––– 20 9
Tim Parker (resigned 24th September 2002) –––––– 8
Stephen Roberts 20 –––– 20 19
154 688 102 78 493 1,515 786
(1)
Director’s fees were paid to Storm Financial Ltd, a company of which Sir Clive Thompson is a director and a shareholder.
(2)
George Pollock’s contract of employment was terminated on 17th December 2003. A compensation payment of £493,000 has been
made in respect of his remaining notice period to 8th January 2005. No compensation for loss of office was due to any director in 2003.
Benefits-in-kind include health insurance and car benefits. 18 KLEENEZE plc ANNUAL REPORT 2004 / REMUNERATION REPORT
PENSIONS
William Rollason is entitled to pension contributions of 25% of basic salary to be paid into a personal pension scheme of his choice.
Contributions of £68,750 (2003: £22,000) which were unpaid as at 30th April 2004 have been provided for in the Financial Statements.
George Pollock was 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 and a company contribution of 15% of basic salary paid to a personal pension scheme. Until 30th October 2003, Chris
Hulland was 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 plus a company contribution of 15% of basic salary paid to a personal pension scheme. With effect from 1st November 2003,
Chris Hulland’s membership of the defined benefit pension scheme was terminated and he became entitled to pension contributions of
25% of basic salary paid to a personal pension scheme of his choice.
Contributions paid to personal pension schemes of George Pollock and Chris Hulland of £25,000 (2003: £38,000) and £13,950
(2003: £28,000) respectively have been provided for in the Financial Statements. Chris Hulland is entitled to contributions of £23,250
(2003: nil) which were unpaid at 30th April 2004 and have been provided for in the Financial Statements.
George Pollock retired from the final salary scheme with effect from 17th December 2003 on an annual pension of £69,504 together with 
a cash sum of £321,282, which was paid on 16th June 2004. His accrued benefits up to 30th April 2003 were £103,000.
Pension contributions of £1,155 (2003: nil) were made in respect of Nicholas Gilodi-Johnson who is a member of the Group Personal
Pension Plan, a defined contribution scheme providing company contributions of up to 5% of basic salary.
Pension details in respect of the final salary scheme for George Pollock and Chris Hulland are:
Accumulated Accumulated Increase in Increase before Transfer value
accrued accrued accrued inflation in of increase,
benefits benefits benefits accrued before inflation
at 30th April at 30th April during the benefits during less directors’
2004 2003 year the year contributions
£ ££££
Chris Hulland 47,275 45,725 270 1,550 10,817
The transfer value of each director’s accrued benefits at the end of the financial year is as follows:
Movement, less
At 30th April At 30th April directors’
2004 2003 contributions
£’000 £’000 £’000
Chris Hulland 286 212 74
George Pollock 1,249 871 378
The transfer value represents a liability of the Farepak Limited Pension & Life Assurance Scheme (1984), not a sum paid or due to
the individual.
SHARE OPTION SCHEMES
Options held by the directors over Ordinary shares during the year are shown below:
Exercise At 30th April At 30th April
price 2004 2003
Date of grant Exercise dates £ Number Number
William Rollason
(2)
09.01.2003 09.01.2006 to 08.01.2013 0.6150 845,528 845,528
(3)
09.01.2003 09.01.2006 to 08.01.2013 0.6150 48,780 48,780
(2)
17.12.2003 17.12.2006 to 16.12.2013 1.4500 379,310 –
1,273,618 894,308
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 148,710 148,710
652,763 652,763
DIRECTORS’ REMUNERATION REPORT
CONTINUED 19 KLEENEZE plc ANNUAL REPORT 2004 / REMUNERATION REPORT
SHARE OPTION SCHEMES (CONTINUED)
Exercise At 30th At 30th
price April 2004 April 2003
Date of grant Exercise dates £ Number Number
George Pollock
(1)
20.01.1997 20.01.2002 to 16.12.2004 1.9625 20,272 20,272
(2)
20.01.1997 20.01.2000 to 16.12.2004 1.9625 187,666 187,666
(1)
28.09.1999 28.09.2002 to 16.12.2004 2.8750 130,348 130,348
(3)
04.10.1999 04.10.2002 to 16.12.2004 2.8750 10,434 10,434
(1)
31.10.2000 31.10.2003 to 16.12.2004 1.8800 156,020 156,020
(1)
27.09.2001 16.12.2003 to 16.12.2004 1.7750 116,640 116,640
(1)
27.09.2002 16.12.2003 to 16.12.2004 1.1000 199,878 199,878
821,258 821,258
Nicholas Gilodi-Johnson
(1)
27.09.2002 27.09.2005 to 26.09.2012 1.1000 11,993 11,993
The Company operates share option schemes for executive directors and other senior management. Options are normally exercisable
between three and ten years after the date of grant. There are a limited set of circumstances such as leaving employment due to injury,
disability or redundancy when performance conditions (if applicable) may not apply. 
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 the 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.
Target Lower target
Date granted/to be granted price price
9th January 2003 200p 100p
17th December 2003 250p 150p
December 2004 275p 175p
Under the terms of his contract, 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 2004, on announcement of the interim 
results for the period ending 30th October 2004 £550,000
No share options were exercised during the year and no options lapsed during the year. 
The highest mid-market price of the Ordinary shares during the year was 158p, the lowest price was 75p and the price at 30th April 2004
was 122.5p.
This report was approved by the Board on 13th August 2004 and signed on its behalf by 
SIR CLIVE THOMPSON
CHAIRMAN 20 KLEENEZE plc ANNUAL REPORT 2004 / REPORT OF THE DIRECTORS
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30TH APRIL 2004
The directors submit their report together with the audited financial statements for the financial year ended 30th April 2004.
TRADING RESULTS AND DIVIDENDS
The loss on ordinary activities before taxation was £2.0m (2003: £36.0m loss). 
The directors recommend payment of a final dividend of 2p per Ordinary share (2003: nil).
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 Operating and Financial Review. 
DIRECTORS
The directors of the Company are set out in the Directors’ Remuneration Report. Sir Clive Thompson and Chris Hulland retire by rotation
and, being eligible, will be recommended for re-election at the Annual General Meeting. Stephen Roberts is also standing for re-election
and has indicated that he will be stepping down at the Annual General Meeting to be held in September 2005.
DIRECTORS’ INTERESTS
The interests of the directors in the Ordinary shares were:
At 30th April 2003
At 30th April 2004 (or date of appointment if later)
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 11,656,880 13,584,580
Neil Gillis –– ––
Paul Munn –– ––
Stephen Roberts 11,852,000 164,475 11,852,000 164,475
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 20th July 2004, the following substantial shareholdings in addition to those noted above under Directors’ Interests had been notified 
to the Company. In some cases there is duplication with the Directors’ Interests notified above, and reference should be made to the 
notes below:
Percentage
Ordinary interest
shares %
B B Gilodi-Johnson, Nicholas Gilodi-Johnson and E G Mellor
(1)
11,656,880 24.9
R A J Trust Company Limited, P E O’Connor, P S O Roberts, S M Gray
(2)
7,852,000 16.7
CTX Treuhand AG, T Wilhelm, M Hornig and Saggart Investments Corporation
(3)
5,554,300 11.8
B B Gilodi-Johnson and P S O Roberts
(4)
4,000,000 8.5
C M L Johnson
(3,4)
3,821,720 8.2
B B Gilodi-Johnson 2,000,000 4.3
FMR Corp 2,000,000 4.3
UBS Global Asset Management Limited 1,766,776 3.8
(1)
This holding is shown above under Directors’ Interests within the non-beneficial interests of Nicholas Gilodi-Johnson.
(2)
This holding is shown above under Directors’ Interests within the beneficial interests of Nicholas Gilodi-Johnson and within the
non-beneficial interests of P S O Roberts.
(3)
The beneficial interest of Nicholas Gilodi-Johnson in 3,332,580 Ordinary shares is shown above under Directors’ Interests. 
C M L Johnson has notified an interest in the remaining 2,221,720 Ordinary shares.
(4)
The beneficial interest of Nicholas Gilodi-Johnson in 2,400,000 Ordinary shares is shown above under Directors’ Interests. 
C M L Johnson has notified an interest in the remaining 1,600,000 shares. This holding is also shown under Directors’ Interests
within the non-beneficial interests of P S O Roberts. 21 KLEENEZE plc ANNUAL REPORT 2004 / REPORT OF THE DIRECTORS
CORPORATE GOVERNANCE
The Board 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 and the report
on Audit Committees, produced by a group chaired by Sir Robert Smith in January 2003. 
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 report on its implementation of these recommendations in the Report and Accounts for the financial year
ending 30th April 2005.
THE BOARD
The Board currently comprises the Chairman, three executive directors and three non-executive directors. Since 1st May 2003, the Board
has comprised the following members:
Name Title
Sir Clive Thompson Chairman
William Rollason Chief Executive 
Chris Hulland Finance Director and Company Secretary
Nicholas Gilodi-Johnson Director and Group Development Manager
George Pollock Marketing Director (resigned 17th December 2003 )
Neil Gillis Non-executive Director (appointed 13th August 2003)
Paul Munn Non-executive Director 
Stephen Roberts Non-executive Director
Biographies for all directors who were in office at 30th April 2004 are set out on page 15.
Stephen Roberts is not considered to be independent. 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, acquisitions and disposals. 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. REPORT OF THE DIRECTORS
CONTINUED
BOARD MEETINGS 
All directors have access to the Company Secretary (Christopher Hulland’s) advice and services. The Company Secretary is responsible for
ensuring that board procedures are followed and that applicable rules and regulations are complied with.
During the year the Board met every month with the exception of August 2003. All directors attended every meeting during their term
of office with the exception of George Pollock who did not attend the meetings held on 24th July 2003, 17th September 2003, 
15th October 2003, 19th November 2003 and 10th December 2003 due to ill health. The Audit Committee met on 10th December 2003
and 1st July 2004, the Remuneration Committee met on 26th May 2004 and the Nomination Committee met on 30th July 2003. 
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 committee’s terms of reference also include keeping under review the scope
and results of the audit and its cost effectiveness, the auditors’ independence and objectivity and reviewing the nature and extent of
non-audit services provided by the auditors (seeking always to balance the maintenance of objectivity and value for money).
The executive directors and the Group’s external auditors attend by invitation. This committee comprises Paul Munn (Chairman), 
Sir Clive Thompson, Neil Gillis (appointed 13th August 2003) and Stephen Roberts.
REMUNERATION COMMITTEE
The Director’s Remuneration Report 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
oversees the Group’s share option schemes. The members of this committee are Sir Clive Thompson (Chairman), Neil Gillis (appointed
13th August 2003), 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, Neil Gillis (appointed 13th August 2003), Paul Munn, and Stephen Roberts
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 operating subsidiaries, each with its own management and control procedures. The executive directors are
actively involved in the management of both 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 budget and 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. 
22 KLEENEZE plc ANNUAL REPORT 2004 / REPORT OF THE DIRECTORS 23 KLEENEZE plc ANNUAL REPORT 2004 / REPORT OF THE DIRECTORS
Analyses of sales and cash movements are reviewed weekly by the executive directors.
Key performance indicators are produced 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 2004, complied with section 1
of the Combined Code on Corporate Governance:
There is no letter of appointment for Stephen Roberts for his services as a director.
The Remuneration Committee comprised Sir Clive Thompson, Neil Gillis, Paul Munn and Stephen Roberts who, under the provisions
of the Code, may not be treated as an independent director. The committee composition is under review.
The Audit Committee is not comprised of a majority of independent non-executive directors as Stephen Roberts is not considered to
be independent for the purposes of the Combined Code.
As set out in the Directors’ Remuneration Report, directors’ fees and salaries are not directly related to performance (as required by
Section B.1.4 of the Combined Code). The level of fees and remuneration for each director is designed to provide a competitive
remuneration package to attract and retain quality individuals. 
Further, as also set out in the Directors’ Remuneration Report, the Remuneration Committee has not taken specific advice relating to
directors’ remuneration directly from external advisers, but has used the committee members’ wide knowledge of current good practice.
The Company has not appointed a senior independent director.
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.
CHARITABLE DONATIONS
During the year, the Group made charitable donations of £3,800 (2003: nil).
EMPLOYEES
It is the policy of the Company to provide employment equality to all employees irrespective of race, ethnic origin, nationality, gender,
marital or family status, disability, religious belief, political opinion or sexual orientation. 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.
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 2004, the Company did not have any trade creditors (2003: nil).
ANNUAL GENERAL MEETING
The Company’s Annual General Meeting will be held on 29th September 2004 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
C J S HULLAND
SECRETARY
13TH AUGUST 2004 STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FOR THE YEAR ENDED 30TH APRIL 2004
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.
24 KLEENEZE plc ANNUAL REPORT 2004 / STATEMENT OF DIRECTORS’ RESPONSIBILITIES 25 KLEENEZE plc ANNUAL REPORT 2004 / INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF KLEENEZE plc
INDEPENDENT AUDITORS’ REPORT TO 
THE MEMBERS OF KLEENEZE plc
We have audited the Group’s financial statements for the year ended 30th April 2004 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 Movement on Shareholders’ Funds and the related notes 1 to 29. 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 Report of the Directors 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 Report of the Directors, the unaudited part of the Directors’ Remuneration Report, Chairman’s
Statement, Chief Executive’s Review, Operating and 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 2004 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 2004 26 KLEENEZE plc ANNUAL REPORT 2004 / CONSOLIDATED PROFIT AND LOSS ACCOUNT
2004 2003
Continuing Discontinued Continuing Discontinued
operations operations operations operations
before before before before
exceptional exceptional Exceptional exceptional exceptional Exceptional
items items items Total items items items Total
Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Turnover 1 158,924 3,313 – 162,237 164,120 34,091 – 198,211
Operating profit/(loss) 
before exceptional items 7,882 (2,581) – 5,301 7,814 (10,879) – (3,065)
Operating exceptional items 2
Termination of employment 
(continuing) – – (900) (900) –– – –
Transfer of operations 
(continuing) – – (1,166) (1,166) –– – –
Impairment of intangible asset 
(discontinued) –– – – – – (33,400) (33,400)
Operating profit/(loss) 7,882 (2,581) (2,066) 3,235 7,814 (10,879) (33,400) (36,465)
Continuing operations 5,816 7,814
Discontinued operations (2,581) (44,279)
Share of operating profit of associates 659 – – 659 697 – – 697
Non operating exceptional items 3
Profit on disposal of fixed assets 
(continuing) – – 1,243 1,243 –– – –
Loss on disposal and closure of 
discontinued operations 24 – – (6,846) (6,846) –– – –
– – (5,603) (5,603) –– – –
Profit/(loss) before interest and tax 8,541 (2,581) (7,669) (1,709) 8,511 (10,879) (33,400) (35,768)
Net interest payable 5 (593) – – (593) (557) – – (557)
Share of interest of associates 281 – – 281 292 – – 292
Profit/(loss) before tax 8,229 (2,581) (7,669) (2,021) 8,246 (10,879) (33,400) (36,033)
Tax on profit/(loss) 8 (2,182) 612 934 (636) (2,248) 2,184 1,115 1,051
Profit/(loss) after tax 6,047 (1,969) (6,735) (2,657) 5,998 (8,695) (32,285) (34,982)
Dividends 10 (1,452) – – (1,452) (45) – – (45)
Retained profit/(loss) 4,595 (1,969) (6,735) (4,109) 5,953 (8,695) (32,285) (35,027)
Loss per Ordinary share 
– basic 11 (5.76)p (74.71)p
Earnings per Ordinary share 
– normalised basic 11 12.80p 12.70p
Loss per Ordinary share 
– diluted 11 (5.71)p (74.71)p
Earnings per Ordinary share 
– normalised diluted 11 12.69p 12.70p
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30TH APRIL 2004 27 KLEENEZE plc ANNUAL REPORT 2004 / CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET
AT 30TH APRIL 2004
2004 2003
Notes £’000 £’000 £’000 £’000
Fixed assets:
Intangible assets 12 420 442
Tangible assets 13 12,042 13,117
Fixed asset investments:
Interest in associated company 14 411 457
Other investments 14 334 –
745 457
13,207 14,016
Current assets:
Stocks 15 6,861 14,313
Debtors 16 11,087 12,232
Cash at bank and in hand 17 1,019 2,430
18,967 28,975
Creditors: Amounts falling due within one year 18 (44,280) (50,968)
Net current liabilities (25,313) (21,993)
Total assets less current liabilities (12,106) (7,977)
Creditors: amounts falling due after more than one year 19 (209) (330)
Provision for liabilities and charges:
Deferred taxation 20 (513) (364)
(12,828) (8,671)
Capital and reserves:
Called up share capital:
Ordinary 21 2,344 2,344
Preference 21 500 500
2,844 2,844
Share premium account 22 1,143 1,139
Revaluation reserve 22 411 411
Profit and loss account 22 (17,226) (13,065)
(12,828) (8,671)
Shareholders’ funds:
Equity (13,328) (9,171)
Non-equity 500 500
(12,828) (8,671)
C J S HULLAND W P ROLLASON
DIRECTOR DIRECTOR
APPROVED BY THE BOARD ON 13TH AUGUST 2004 28 KLEENEZE plc ANNUAL REPORT 2004 / COMPANY BALANCE SHEET
2004 2003
Notes £’000 £’000 £’000 £’000
Fixed assets
Tangible assets 13 114 49
Investments in subsidiaries and associated company 14 3,306 3,306
Other fixed asset investments 14 334 –
3,754 3,355
Current assets
Debtors 16 11,969 10,353
Creditors: Amounts falling due within one year 18 (9,773) (9,225)
Net current assets 2,196 1,128
Total assets less current liabilities 5,950 4,483
Capital and reserves
Called up share capital:
Ordinary 21 2,344 2,344
Preference 21 500 500
2,844 2,844
Share premium account 22 1,143 1,139
Profit and loss account 22 1,963 500
5,950 4,483
Shareholders’ funds 
Equity 5,450 3,983
Non-equity 500 500
5,950 4,483
C J S HULLAND W P ROLLASON
DIRECTOR DIRECTOR
APPROVED BY THE BOARD ON 13TH AUGUST 2004
COMPANY BALANCE SHEET
AT 30TH APRIL 2004 29 KLEENEZE plc ANNUAL REPORT 2004 / CONSOLIDATED CASH FLOW STATEMENT / RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30TH APRIL 2004
2004 2003
Notes £’000 £’000 £’000 £’000
Net cash inflow from operating activities 23 4,166 8,033
Dividends received from associated company 318 700
Returns on investments and servicing of finance
Interest received 459 404
Interest paid (925) (823)
Issue costs on bank facilities – (200)
Preference dividends paid (45) (45)
Net cash outflow from returns on investments 
and servicing of finance (511) (664)
Taxation
UK corporation tax received/(paid) 495 (415)
Capital expenditure and financial investment
Purchase of tangible assets (3,799) (1,628)
Net proceeds from sale of tangible assets 3,723 146
Net cash outflow from capital expenditure 
and financial investment (76) (1,482)
Acquisitions and disposals
Net proceeds from sale of business 1,167 762
Purchase of subsidiary undertakings 23 (252) (224)
Cash balances acquired with subsidiary undertakings – 351
Net cash inflow from acquisitions and disposals 915 889
Equity dividends paid (469) (2,912)
Net cash inflow before use of liquid resources 
and financing 4,838 4,149
Financing
Issue of new shares 4 –
New long term loans – 424
Repayment of loans (96) (31)
Repayment of loan notes (416) (1,146)
Increase in cash 23 4,330 3,396
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2004 2003
Notes £’000 £’000
Increase in cash 4,330 3,396
New long term loans – (424)
Repayment of loans 23 96 31
Repayment of loan notes 23 416 1,146
Movement in net debt 4,842 4,149
Net debt at start of period 23 (16,031) (20,180)
Net debt at end of period 23 (11,189) (16,031) 30 KLEENEZE plc ANNUAL REPORT 2004 / CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 
/ RECONCILIATION OF MOVEMENT ON SHAREHOLDERS’ FUNDS
2004 2003
£’000 £’000
Loss for the year excluding share of profits of associated company (3,317) (35,676)
Share of associate’s profit for the year 660 694
Loss for the year attributable to shareholders (2,657) (34,982)
Exchange difference on re-translation of net assets of subsidiary company (52) 68
Total gains and losses relating to the year (2,709) (34,914)
RECONCILIATION OF MOVEMENT ON SHAREHOLDERS’ FUNDS
FOR THE YEAR ENDED 30TH APRIL 2004
2004 2003
£’000 £’000
Opening shareholders’ funds (8,671) 26,288
Total recognised gains and losses relating to the year (2,709) (34,914)
Share premium on issue of shares 4 –
Dividends (1,452) (45)
Closing shareholders’ funds (12,828) (8,671)
CONSOLIDATED STATEMENT OF TOTAL 
RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 30TH APRIL 2004 31 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30TH APRIL 2004
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, and in accordance with applicable accounting standards. 
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 2004
together with its associated company made up to 31st March 2004.
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 maximum 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 the carrying value may not be recoverable.
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.
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 scheme 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. 32 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES (CONTINUED)
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
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.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 33 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
2. SEGMENTAL ANALYSIS
2004 2003
Continuing Discontinued Continuing Discontinued
operations operations Total operations operations Total
£’000 £’000 £’000 £’000 £’000 £’000
Turnover 158,924 3,313 162,237 164,120 34,091 198,211
Cost of sales (125,720) (3,472) (129,192) (130,072) (31,462) (161,534)
Gross profit/(loss) 33,204 (159) 33,045 34,048 2,629 36,677
Selling and distribution expenses (8,203) (199) (8,402) (8,072) (3,309) (11,381)
Administrative expenses (8,124) (1,346) (9,470) (7,929) (5,623) (13,552)
Other operating expenses (11,061) (877) (11,938) (10,233) (37,976) (48,209)
Operating profit/(loss) 5,816 (2,581) 3,235 7,814 (44,279) (36,465)
Turnover Net assets/(liabilities)
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Kleeneze UK 82,633 86,270 23,017 17,877
Farepak 76,291 77,850 19,859 19,703
Continuing activities 158,924 164,120 42,876 37,580
Group – – (54,766) –
DMG 3,313 32,237 – (46,251)
Tranfood – 1,854 – –
162,237 198,211 (11,890) (8,671)
Dividend (938) –
(12,828) (8,671)
With the exception of £4.5m (2003: £6.0m) 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. The Group’s share of the turnover of
Home Farm for the year ended 31st March 2004 was £15.0m (2003: £15.4m). Turnover of the Group including Home Farm was £177.2m
(2003: £213.6m).
The net liabilities figure of £12.8m (2003: net liabilities of £8.7m) includes net debt of £11.2m (2003: £16.0m) and tax receivable of 
£nil (2003: £0.9m receivable). Group net liabilities at 30th April 2004 reflect a bank overdraft of £11.6m together with intercompany loan
balances associated with Display Marketing Group Limited (“DMG”). 34 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
2. SEGMENTAL ANALYSIS (CONTINUED)
2004 2003
Operating Operating Operating Operating
profit before Exceptional profit after profit before Exceptional profit after
exceptionals items exceptionals exceptionals items exceptionals
£’000 £’000 £’000 £’000 £’000 £’000
Kleeneze UK
(a)
6,639 (1,166) 5,473 6,636 – 6,636
Farepak 1,243 – 1,243 1,178 – 1,178
Group
(b)
– (900) (900) –––
Continuing activities 7,882 (2,066) 5,816 7,814 – 7,814
DMG
(c)
(2,581) – (2,581) (10,764) (33,400) (44,164)
Tranfood ––– (115) – (115)
5,301 (2,066) 3,235 (3,065) (33,400) (36,465)
a) Included within the segmental results for Kleeneze UK is an exceptional charge of £1.1m. During the year, Kleeneze UK transferred its
warehouse and fulfilment operations to a new site in Bristol. A number of incremental expenses were incurred as part of this relocation
which included a review of operations and internal restructuring. These costs are analysed below:
£0.3m restructuring costs primarily associated with the reorganisation of administrative services and training following the
introduction of new technology in the warehouse;
£0.5m operating costs incurred as a result of the requirement to run operations from two sites during the period of transfer; and
£0.3m in other expenses including the additional storage costs incurred prior to completion of the new location.
£0.5m of the total exceptional charge is included within cost of sales and £0.6m is included within other operating expenses.
b)The exceptional operating expense of £0.9m recorded within the Group reflects the costs associated with the early termination of
George Pollock’s employment contract on 17th December 2003. This charge incorporates his contractual employment costs from
1st May 2003 to 17th December 2003 as well as the costs associated with the early termination of his contract. The exceptional
expense of £0.9m has been included within other operating expenses.
c) The carrying value of the goodwill that arose on the acquisition of DMG was written off in 2003. This resulted in a charge to the profit
and loss account of £33.4m in that year. The exceptional expense of £33.4m has been charged against other operating expenses.
3. NON OPERATING EXCEPTIONAL ITEMS
2004
£’000
Profit on disposal of fixed assets – continuing 1,243
Loss on disposal and closure of discontinued operations (6,846)
Non operating exceptional loss (5,603)
During the year, Kleeneze UK disposed of freehold premises for cash proceeds of £4.0m. The net book value of fixed assets disposed of
was £2.5m and the costs of disposal were £0.3m.
On 24th July 2003, the Group announced the disposal of the business and assets of DMG to Premier. Full details are given in note 24.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 35 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
4. ASSOCIATED COMPANY
The Group’s share of the results of Home Farm, for the year ended 31st March are shown below, after re-stating them to bring them in line
with the Group’s accounting policies:
2004 2003
£’000 £’000
Turnover 14,966 15,354
Operating profit 659 697
Interest receivable 281 292
Profit on ordinary activities before taxation 940 989
Tax on profit on ordinary activities (280) (295)
Profit for the year attributable to shareholders 660 694
2004 2003
£’000 £’000
Total assets 5,351 4,336
Total liabilities (5,272) (4,255)
Net assets 79 81
5. NET INTEREST PAYABLE
2004 2003
£’000 £’000
Interest payable on bank loans and overdrafts (756) (672)
Other interest payable (192) (190)
Amortisation of facilities costs (100) (100)
Bank interest receivable 185 69
Other interest receivable 270 336
(593) (557)
6. PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION
2004 2003
£’000 £’000
This is arrived at after charging:
Depreciation 1,085 1,511
Impairment of intangible assets – 33,400
Auditors’ remuneration:
Audit 77 110
Other services 71 73
Operating lease rentals:
Land and buildings 726 743
Plant and machinery 447 242
Profit on sale of fixed assets 80 24 36 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
7. EMPLOYEES
The average monthly number of employees of the Group during the year, including executive directors, was as follows:
2004 2003
Number Number
Administration and support services 233 277
Production and sales 362 532
595 809
Staff costs for all employees, including the executive directors, consist of:
2004 2003
£’000 £’000
Wages and salaries 10,235 14,170
Social security costs 887 1,125
Pension costs 566 603
11,688 15,898
Details of the remuneration, compensation for loss of office, pension entitlements and share options for each director are shown within the
Directors’ Remuneration Report.
8. TAX ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES
2004 2003
£’000 £’000
UK corporation tax 1,206 –
Over provision in previous years (65) (590)
Exceptional tax credit (934) (1,115)
Group current tax charge/(credit) 207 (1,705)
Share of associated company’s tax charge 280 295
Total current tax charge/(credit) 487 (1,410)
Transfer from deferred tax account (note 20) – origination and reversal of timing differences 149 359
636 (1,051)
Current year tax charge 1,570 64
Exceptional tax credit (934) (1,115)
636 (1,051)
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 37 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
8. TAX ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES (CONTINUED)
EXCEPTIONAL TAX CREDIT
As stated in the Operating and Financial Review, certain items have been treated as exceptional items within the accounts. This has
created an overall tax credit of £0.9m (2003: £1.1m).
The tax effect in the Profit and Loss Account relating to the exceptional items recognised above operating profit is:
2004 2003
£’000 £’000
Termination costs for George Pollock 234 –
Transfer of Kleeneze UK’s operations 109 –
Capital allowances since 1995 – 1,115
343 1,115
The tax effect in the Profit and Loss Account relating to the exceptional items recognised below operating profit is:
2004 2003
£’000 £’000
Transfer of Kleeneze UK’s operations 342 –
Sale and closure of DMG 249 –
591 –
The tax assessed for the year is higher than the standard rate of corporation tax in the UK (30%). The differences were as follows:
2004 2003
£’000 £’000
Loss on ordinary activities before tax (2,021) (36,033)
Loss on ordinary activities before tax multiplied by the standard rate of UK corporation tax (30%) (606) (10,810)
Tax effects of:
Adjustments to tax charge in respect of previous years (65) (591)
Exceptional tax credit in respect of previous years – (1,115)
Goodwill impairment not allowable for tax purposes – 10,020
Expenses deductible for tax in future years – (69)
Net expenses not deductible for tax purposes 245 89
(Capital allowances in advance of depreciation)/depreciation in advance of capital allowances (144) 343
Unrelieved losses carried forward 1,057 723
Actual current tax charge/(credit) 487 (1,410)
Based on capital expenditure plans, the Group expects that the depreciation charge will exceed available capital allowances in future years.
The Group has not recognised a deferred asset on losses carried forward, which are unavailable, because the losses have arisen within
a subsidiary that is no longer trading and from which the ongoing business has been sold (see note 20).
9. PROFIT/(LOSS) FOR THE YEAR ATTRIBUTABLE TO THE MEMBERS OF KLEENEZE plc
2004 2003
£’000 £’000
Dealt with in the financial statements of the parent company 2,915 (1,518)
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. 38 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
10. DIVIDENDS
2004 2003
£’000 £’000
Non equity dividends:
Cumulative preference shares – paid 45 45
Equity dividends:
Ordinary shares of 5p each:
Interim paid (2004: 1 pence per share; 2003: nil) 469 –
Final proposed (2004: 2 pence per share; 2003: nil) 938 –
1,452 45
11. EARNINGS/(LOSS) PER ORDINARY SHARE
BASIC LOSS PER SHARE
Basic loss per share has been calculated on the weighted average number of Ordinary shares in issue during the financial year of
46,886,157 (2003: 46,885,047) and using a loss after taxation and preference dividends of £2.7m (2003: £35.0m loss).
DILUTED LOSS PER SHARE
Diluted loss per share has been calculated using an average number of shares of 47,314,680 (2003: 46,885,047) and using a loss after
tax and preference dividends of £2.7m (2003: £35.0m loss). The average number of shares has been adjusted for the fair value of shares
under the three Kleeneze plc share option schemes totalling 428,523 shares (2003: no adjustment). Details of the share option schemes
are given in note 21.
NORMALISED BASIC EARNINGS PER SHARE
Normalised basic earnings per share has been calculated using the profit after taxation and preference dividends on continuing operations
of £6.0m (2003: £6.0m). Taxation of £2.2m has been charged against the profit arising on continuing operations in the year (2003: £2.2m).
The weighted average number of Ordinary shares in issue used in the calculation of normalised basic earnings per share is 46,886,157
(2003: 46,885,047).
2004 2003
£’000 £’000
Loss after tax and preference dividends (2,702) (35,027)
Add back: discontinued operations after tax 1,969 8,695
Add back: exceptional items after tax 6,735 32,285
Normalised earnings 6,002 5,953
NORMALISED DILUTED EARNINGS PER SHARE
Normalised diluted earnings per share has been calculated using the profit after taxation and preference dividends on continuing operations
of £6.0m (2003: £6.0m). Taxation of £2.2m has been charged against the profit arising on continuing operations in the year (2003: £2.2m).
The weighted average number of Ordinary shares in issue used in the calculation of normalised diluted earnings per share is 47,314,680
(2003: 46,885,047). The average number of shares has been adjusted for the fair value of shares under the three Kleeneze plc share option
schemes totalling 428,523 shares (2003: no adjustment).
Normalised earnings per share are included as they provide a better understanding of the underlying trading performance of the Group.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 39 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
12. INTANGIBLE FIXED ASSETS
Goodwill
Group £’000
Cost
At 1st May 2003 33,842
Disposal of business (33,400)
At 30th April 2004 442
Amortisation
At 1st May 2003 (33,400)
Disposal of business 33,400
Charge in the year (22)
At 30th April 2004 (22)
Net book value
At 30th April 2004 420
At 30th April 2003 442
Goodwill in respect of Goodway Hampers Limited is amortised over a period of 20 years. 
13. TANGIBLE FIXED ASSETS
Plant,
Land and equipment
buildings and vehicles Total
Group £’000 £’000 £’000
Cost or valuation
At 1st May 2003 13,028 10,081 23,109
Additions 2,230 1,569 3,799
Disposals (2,413) (3,311) (5,724)
Disposal of business (561) (1,692) (2,253)
At 30th April 2004 12,284 6,647 18,931
Depreciation
At 1st May 2003 2,635 7,357 9,992
Provision for the year 288 797 1,085
Disposals (201) (2,900) (3,101)
Disposal of business (291) (796) (1,087)
At 30th April 2004 2,431 4,458 6,889
Net book value
At 30th April 2004 9,853 2,189 12,042
At 30th April 2003 10,393 2,724 13,117
The Group 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 £7.3m 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 £7.3m inclusive of the previous valuation, in the accounts
at that date. 40 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
13. TANGIBLE FIXED ASSETS (CONTINUED)
The net book value of land and buildings comprises:
2004 2003
£’000 £’000
Freehold investment property at valuation 1,000 1,000
Freehold properties at cost or valuation 5,473 7,780
Long leasehold 1,000 1,340
Short leasehold properties at cost* 2,380 273
9,853 10,393
* cost includes structural improvements to leasehold properties
On 7th June 2002, the Group entered into an agreement which gives the Group the right to sell the freehold investment property at an
agreed price of £1.0m on or after 7th June 2005. Rent is receivable until the sale takes place. In the opinion of the directors, the sale will
not take place within the next financial 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.
The net book value of land and buildings calculated on a historical cost basis is as follows:
Net book value
2004 2003
£’000 £’000
Freehold investment property 1,000 1,000
Freehold 5,062 7,369
Long leasehold 1,000 1,340
Short leasehold 2,380 273
9,442 9,982
At 30th April 2004 the Group had contracted commitments for capital expenditure of £0.1m (2003: £nil) which are not provided in these
accounts.
Plant, equipment
and vehicles
Company £’000
Cost
At 1st May 2003 187
Additions 154
Disposals (201)
At 30th April 2004 140
Depreciation
At 1st May 2003 138
Provision for the year 33
Disposals (145)
At 30th April 2004 26
Net book value
At 30th April 2004 114
At 30th April 2003 49
At 30th April 2004 the Company had no contracted commitments for capital expenditure (2003: £nil).
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 41 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
14. FIXED ASSET INVESTMENTS
2004
Group £’000
Interest in associated company
At 1st May 2003 457
Retained profit for the year 660
Dividend receivable (note 16) (706)
At 30th April 2004 411
2004
Group and Company £’000
Other Fixed Asset Investments
At 1st May 2003 –
Consideration received in respect of disposal of DMG 334
At 30th April 2004 334
2004
Company £’000
Cost or valuation
At 1st May 2003 and 30th April 2004 18,674
Amounts provided
At 1st May 2003 and 30th April 2004 (15,368)
Net book value
At 30th April 2003 and 30th April 2004 3,306
The following were principal subsidiary and associated companies at the end of the year:
Proportion of ordinary share capital held:
Name Indirectly Nature of Business
Subsidiaries:
Farepak Food & Gifts Limited 100% Mail order retailer
Kleeneze UK Limited (formerly Kleeneze Europe Limited) 100% Network marketing retailer
Kleeneze Ireland Limited 100% Network marketing 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 the
United Kingdom and operates in the Republic of Ireland. 42 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
15. STOCKS
Group
2004 2003
£’000 £’000
Finished goods 6,839 14,301
Packing materials and other stocks 22 12
6,861 14,313
The difference between purchase price or production cost of stocks and their replacement cost is not material.
16. DEBTORS
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Trade debtors 5,076 6,837 – –
Amount owed by associated company – trading 54 58 – –
Dividend receivable from associated company 706 318 – –
Dividend receivable from subsidiary company – – 2,000 9,558
Amounts owed by subsidiaries – – 9,666 500
Corporation tax 530 1,228 118 –
Other debtors 64 787 – –
Prepayments 4,657 3,004 182 259
Deferred tax asset (note 20) – – 3 36
11,087 12,232 11,969 10,353
17. CASH AT BANK AND IN HAND
Group
2004 2003
£’000 £’000
Cash 1,019 2,430
18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Current instalments due on loan (note 19) 88 63 – –
Bank overdraft 11,617 17,358 – 371
Loan notes 294 710 294 710
Trade creditors 27,599 29,211 – –
Amounts owed to subsidiaries – – 7,833 7,050
Corporation tax – – – 637
Social security and other taxes 1,044 887 – –
Accruals and sundry creditors 2,700 2,739 708 457
Proposed dividend 938 – 938 –
44,280 50,968 9,773 9,225
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.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 43 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
19. LOANS
Group
2004 2003
£’000 £’000
Amounts repayable by instalments in more than five years:
Instalments payable within one year 88 63
Instalments payable in two to five years 209 251
Instalments payable after five years – 79
297 393
Less: included in creditors: amounts falling due within one year (note 18) (88) (63)
209 330
20. DEFERRED TAXATION
2004 2003
Unprovided Provided Unprovided Provided
Group £’000 £’000 £’000 £’000
Losses (816) – (1,516) –
Accelerated capital allowances – 565 (134) 394
Pension costs – (50) ––
Other timing differences – (2) (31) (30)
Closing balance (816) 513 (1,681) 364
The deferred tax asset of £0.8m (2003: £1.7m) has not been recognised as it is not expected to be offset against future taxable profits
following the disposal of DMG.
2004 2003
Group £’000 £’000
Balance at start of period 364 18
Transfer to profit and loss account 149 359
Balance acquired with subsidiary undertaking – (13)
Net movements in year 149 346
Closing balance 513 364
No deferred tax has been provided on the revaluation reserve shown in note 22 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 (2003: nil).
2004 2003
Unprovided Provided Unprovided Provided
Company £’000 £’000 £’000 £’000
Balance at start of period – depreciation in advance of capital allowances – (36) – (25)
Transfer to/(from) profit and loss account –33 – (11)
Closing balance – deferred tax asset shown in debtors (note 16) – (3) – (36) 44 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
21. SHARE CAPITAL
2004 2003
£’000 £’000
Authorised
63,000,000 (2003: 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
46,889,369 (2003: 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. The holders have no redemption entitlement.
On winding up of the Company, the preference shareholders have a right to receive, in preference to payments to Ordinary shareholders;
the amounts paid up on the shares together with a sum equal to any arrears and accruals of the fixed dividend calculated down to the
date of the return of capital and payable whether or not such dividend has been declared or earned.
At 30th April 2004 options outstanding were as follows:
Ordinary shares Exercise price
Number Dates exercisable £
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
Performance related* 379,310 17.12.2006 to 16.12.2013 1.4500
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
36,528 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. The Group believes that the growth
in earnings per share as a performance measure provides a transparent and accessible method of gauging the performance of the
Group. The Group calculates performance against these performance measures by reference to the earnings per share figure appearing
in the Group’s audited accounts.
* Performance related options granted to William Rollason. Details of the performance criteria are shown in the Directors’ Remuneration Report.
During the year, 4,322 Ordinary shares were issued for cash of £4,000 through the exercise of options under the Executive Share
Option Scheme.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 45 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
22. RESERVES
Share Revaluation Profit
premium reserve and loss
account account
Group £’000 £’000 £’000
Balance at 1st May 2003 1,139 411 (13,065)
Retained loss for the year – – (4,109)
Movement on issue of shares 4––
Exchange difference on re-translation of net assets of subsidiary undertaking – – (52)
At 30th April 2004 1,143 411 (17,226)
Share Profit
premium and loss
account account
Company £’000 £’000
At 1st May 2003 1,139 500
Movement on issue of shares 4–
Retained profit for the year – 1,463
At 30th April 2004 1,143 1,963
The cumulative amount of goodwill written off by the Group at 30th April 2004, net of goodwill relating to undertakings disposed, is
£18.5m (2003: £18.5m).
23. CASH FLOW STATEMENT
A) RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES:
2004 2003
Continuing Discontinued Continuing Discontinued
activities activities Total activities activities Total
£’000 £’000 £’000 £’000 £’000 £’000
Operating profit/(loss) 5,816 (2,581) 3,235 7,814 (44,279) (36,465)
Depreciation 967 118 1,085 897 614 1,511
Impairment of intangible assets ––– – 33,400 33,400
(Increase)/decrease in stocks (290) 1,068 778 937 5,913 6,850
(Increase)/decrease in operating debtors 
and prepayments (435) 1,005 570 281 2,085 2,366
Increase/(decrease) in operating creditors 
and accruals 265 (1,687) (1,422) 2,855 (2,460) 395
(Profit)/loss on sale of tangible fixed assets (80) – (80) (41) 17 (24)
427 504 931 4,929 39,569 44,498
Net cash inflow/(outflow) from operating activities 6,243 (2,077) 4,166 12,743 (4,710) 8,033 46 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
23. CASH FLOW STATEMENT (CONTINUED)
B) ANALYSIS OF NET DEBT:
2004 Cashflow 2003
£’000 £’000 £’000
Cash at bank and in hand (note 17) 1,019 (1,411) 2,430
Bank overdrafts (note 18) (11,617) 5,741 (17,358)
Net cash (10,598) 4,330 (14,928)
Loan notes (294) 416 (710)
Other long term loans (note 19) (297) 96 (393)
(11,189) 4,842 (16,031)
C) PURCHASE OF SUBSIDIARY UNDERTAKINGS:
On 7th April 2003, the Group acquired the entire share capital of Goodway Hampers Limited, a hamper retailer. Deferred consideration
of £0.2m was paid on 7th April 2004. A further cash payment of £0.1m was made in relation to the net assets acquired as part of the
acquisition on finalisation of the completion accounts. No further payments are due in respect of the acquisition.
D) CASH FLOWS RELATING TO OPERATING EXCEPTIONAL ITEMS
Net cash inflow from operating activities in the year ended 30th April 2004 includes the following items:
a cash outflow of £0.8m in respect of the settlement to George Pollock of £0.9m; and
a cash outflow of £0.8m in respect of the total cost for Kleeneze UK’s transfer of operations of £1.2m.
The cash flows relating to the non-operating exceptional items are dealt with in notes 3 and 24.
24. SALE OF BUSINESSES
Group
2004
£’000
Net assets disposed:
Tangible fixed assets 1,166
Stock 6,674
Debtors 265
8,105
Loss on disposal before tax (6,846)
1,259
Consisting of:
Sales proceeds 3,650
5% shareholding in Premier (note 14) 334
Costs of disposal (2,725)
1,259
The Group announced the disposal of DMG to Premier on 24th July 2003. The total cash consideration received during the year was
£3.7m. In addition to the cash proceeds, the Group received 190,763 Ordinary shares in Premier. These shares have been valued at the
market value on 24th July 2003. The market value at 30th April 2004 was £7.50 per share. 
The costs of disposal include staff redundancy costs together with the costs of terminating lease contracts and other closure costs in
respect of the business and assets which were not transferred to Premier. Included within the costs of disposal is an accrual for £0.2m.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 47 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
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
Operating and 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
2004
£ Sterling 297 11,936 12,233
s –––
297 11,936 12,233
2003
£ Sterling 393 22,015 22,408
s – 355 355
393 22,370 22,763
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 2007.
Cash deposits denominated in foreign currencies of £0.03m (2003: £4.3m) have been set off in arriving at the net cash shown in note 17
and the net bank overdraft shown in note 18 as the bank has a right of offset between these accounts.
BORROWING FACILITIES
Details of the Group’s borrowing facilities are given in the Operating and Financial Review.
INTEREST RATE RISK PROFILE OF NON-EQUITY SHARES
The Company has in issue £499,980 (2003: £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
2004 2003
£’000 £’000
Floating rate financial assets:
£ Sterling 830 2,317
US$ 3 4,311
s 211 104
1,044 6,732
Cash deposits earn interest at floating rates based on bank base rates. 48 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
25. DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS (CONTINUED)
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 2004, Kleeneze Ireland Limited did not hold any assets or
liabilities not denominated in Euros.
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
2004 2003
Currency of Assets £’000 £’000
s 22 –
US$ 3 3,954
Total 25 3,954
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
2004 2003
£’000 £’000
Primary financial instruments:
Short term borrowings:
Overdrafts (11,642) (21,660)
Loan notes (294) (710)
Long term loan (297) (393)
Cash and short term deposits:
Sterling 830 2,317
Foreign currencies 215 4,415
In addition, there were outstanding forward foreign currency contracts with a book value of nil and fair value of £0.2m (2003: (£0.1m)).
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:
2004 2003
£’000 £’000
Gains/(losses) unrecognised at 30th April, expected to be recognised in the following year 178 (84)
Losses included in the profit and loss account that arose in previous years (84) (368)
Notional amount of forward contracts outstanding at 30th April 1,134 1,952
Average exchange rate of forward contracts US$1.83 US$1.54
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 49 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
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. FRS 17, 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) below.
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. 
The actuarial valuation showed that the market value of the scheme’s assets was £1.9m 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. 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 FRS 17 are set out below. The valuation carried out at 30th April 2001 has been updated to
30th April 2004 by a qualified independent actuary. The major assumptions used by the actuary were:
At 30th April At 30th April
2004 2003
% per annum % per annum
Rate of price inflation 3.00 2.61
Rate of increases in salaries 3.00 5.00
Rate of increase of pensions in payment 3.00 2.41
Rate used to discount scheme liabilities 5.75 5.26
Rate of increases to deferred pensions in excess of the guaranteed minimum pension 3.00 2.61
Expected Expected
long term rate long term rate
of return at Fair value at of return at Fair value at
30th April 2004 30th April 2004 30th April 2003 30th April 2003
% £’000 % £’000
Units 7.0 2,465 6.6 1,949
Present value of scheme liabilities (2,983) (3,128)
Scheme deficit (518) (1,179)
Deferred tax 155 354
Net pension liability (363) (825) 50 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
26. PENSIONS (CONTINUED)
If the above amounts had been recognised in the accounts, the Group’s net liabilities and profit and loss account at 30th April 2004 would
have been as follows:
2004 2003
£’000 £’000
Net liabilities:
Net liabilities excluding pension liability (12,828) (8,671)
Net pension liability (363) (825)
Net liabilities including pension liability (13,191) (9,496)
Reserves:
Profit and loss account excluding pension liability (17,226) (13,065)
Net pension liability (363) (825)
Profit and loss account including pension liability (17,589) (13,890)
The amount that would have been (credited)/charged to operating profit had FRS17 been operative during the year is as follows:
2004 2003
£’000 £’000
Current service 93 225
Gains on settlement or curtailments (447) –
(354) 225
The amount that would have been charged to finance costs had FRS17 been operative during the year is as follows:
2004 2003
£’000 £’000
Expected return on pension scheme assets 132 164
Interest on pension scheme liabilities (165) (192)
(33) (28)
The amounts that would have been recognised in the statement of total recognised gains and losses had FRS17 been operative during
the year are as follows:
2004 2003
£’000 £’000
Actual return less expected return on pension scheme assets 289 (518)
Experience gains/(losses) arising on the scheme liabilities (19) 240
Changes in assumptions underlying the present value of the scheme liabilities (89) 141
Actuarial gain/(loss) that would be recognised in the statement of total gains and losses 181 (137)
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED 51 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
26. PENSIONS (CONTINUED)
The movement in the deficit during the year was as follows:
2004 2003
£’000 £’000
Deficit in the scheme at the start of the year (1,179) (983)
Movement in the year:
Current service cost (93) (225)
Contributions 159 194
Settlements or curtailments 447 –
Other finance costs (33) (28)
Actuarial gain/(loss) 181 (137)
Deficit in the scheme at the end of the year (518) (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:
2004 2003
£’000 £’000
Difference between the expected and actual return on scheme assets:
Surplus/(shortfall) 289 (518)
Percentage of assets 12% 27%
Experience gains/(losses) on scheme liabilities:
Amount (19) 240
Percentage of the present value of scheme liabilities 1% 8%
Total amount recognised in the statement of total recognised gains and losses:
Gain/(loss) 181 (137)
Percentage of the present value of the scheme liabilities 6% 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.
PENSION COST
The pension cost for the Group was as follows:
2004 2003
£’000 £’000
Equitable life defined benefit scheme 167 263
Directors’ personal pension schemes (shown in the Directors’ Remuneration Report) 131 88
Defined contribution schemes 268 252
566 603
UNPAID PENSION CONTRIBUTIONS
The unpaid pension contribution at the year end was £0.1m (2003: nil). 52 KLEENEZE plc ANNUAL REPORT 2004 / NOTES FORMING PART OF THE FINANCIAL STATEMENTS
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
CONTINUED
27. COMMITMENTS UNDER OPERATING LEASES
At 30th April 2004 the Group had the following annual commitments under non-cancellable operating leases:
2004 2003
Land and Land and
Other buildings Other buildings
£’000 £’000 £’000 £’000
Operating leases which expire:
Within one year 43 – 16 77
In two to five years 273 – 266 252
After five years 3 431 – 389
319 431 282 718
28. RELATED PARTY TRANSACTIONS
During the year the Group provided the following goods and services in the ordinary course of business to Home Farm:
2004 2003
£’000 £’000
Goods 3,390 4,055
Services 1,596 1,660
4,986 5,715
Amounts owed by Home Farm to the Group (note 16):
Trading balance 54 58
Dividends 706 318
760 376
The interests of the directors in the Ordinary shares of the Company are shown in the Directors’ Remuneration Report. 
29. 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 which at 30th April 2004 totalled £10.6 million (2003: £14.9 million). These facilities are secured on all the Group’s
fixed property and short-term assets. 53 KLEENEZE plc ANNUAL REPORT 2004 / FINANCIAL CALENDAR
SECRETARY
C J S Hulland FCA
REGISTERED OFFICE
Farepak House
Westmead Drive, Westlea
Swindon SN5 7YZ
AUDITORS
Ernst & Young LLP
1 More London Place
London SE1 2AF
REGISTRARS
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex BN99 6DA
FINANCIAL CALENDAR
PRELIMINARY RESULTS Announced 7th July 2004
ANNUAL GENERAL MEETING 29th September 2004
HALF YEAR RESULTS To be announced December 2004
Kleeneze UK 
www.Kleeneze.net
+44 (0)8703 33 66 88
Kleeneze UK Limited
St Ivel Way
Bristol
BS30 8WB
Farepak
www.Farepak.co.uk
+44 (0)870 830 6010
Farepak Food & Gifts Limited
Westmead Drive 
Westlea 
Swindon
Wiltshire
SN5 7YZ
Kleeneze Nederland
www.Kleeneze.net
0800 0232 517
Hofpoort
Hofplein 20
3032AC
Rotterdam
The Netherlands 54 KLEENEZE plc ANNUAL REPORT 2004 / NOTICE OF MEETING
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of Kleeneze plc (the “Company”) will be held at The Butchers’ Hall, 
87 Bartholomew Close, London EC1A 7EB on 29th September 2004 at 12.00 noon to consider the following: 
ORDINARY BUSINESS
1.To receive and adopt the Report of the Directors and the audited financial statements of the Company for the year ended 30th April
2004 and the report of the auditors thereon.
2.To declare a final dividend of 2 pence per Ordinary share for the financial year ended 30th April 2004.
3.To re-elect, as directors, Sir Clive Thompson and Chris Hulland, who retire by rotation in accordance with the Articles of Association
of the Company.
4.To re-elect, as a director, Stephen Roberts.
5.To re-appoint Ernst & Young LLP as auditors of the Company and to authorise the directors to determine their remuneration.
SPECIAL BUSINESS
6.To resolve as an ordinary resolution that the directors be generally and unconditionally authorised pursuant to section 80 of the
Companies Act 1985 as amended (the “Act”) in substitution for all existing authorities to exercise all the powers of the Company to allot
relevant securities up to an aggregate nominal value of £781,489 for a period expiring on (unless previously revoked, varied or renewed)
the earlier of 28th December 2005 and the conclusion of the next Annual General Meeting of the Company:
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 £117,223, but the Company may make an offer or agreement which would or might require relevant securities to be allotted
after this authority expires and the directors may allot relevant securities in pursuance of such offer or agreement as if this authority had
not expired.
7.To resolve as a special resolution that, subject to the passing of Resolution 6 above and in place of all existing powers, the directors be
generally empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94(2) to 94(3A) of the Act)
for cash, pursuant to the authority conferred by Resolution 6 as if section 89(1) of the Act did not apply to such allotment, provided that
this power shall expire on the earlier of 28th December 2005 and the conclusion of the next Annual General Meeting of the Company.
This power shall be limited to the allotment of equity securities:
(i) in connection with an issue by way of rights (including, without limitation, under a rights issue, open offer or similar arrangement) in 
favour of holders of Ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing
holdings of Ordinary shares, but subject to such exclusions or other arrangements as the directors deem necessary or expedient in
relation to fractional entitlements or any legal, regulatory or practical problems under the laws of any territory, or the requirements of
any regulatory body or stock exchange; and
(ii)otherwise than pursuant to paragraph (i) up to an aggregate nominal amount of £17,223,
but the Company may make an offer or agreement which would or might require equity securities to be allotted after this power expires
and the directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 94(3A) of the Act as if 
in the first paragraph of this resolution the words “pursuant to the authority conferred by Resolution 6” were omitted.
8.To resolve as an ordinary resolution that the Directors’ Remuneration Report, as set out on pages 16 to 19 of the annual report for the
financial year ended 30th April 2004 be approved.
By order of the Board 
C J S HULLAND
SECRETARY 
Farepak House 
Westmead Drive 
Westlea 
Swindon SN5 7YZ 
13th August 2004 55 KLEENEZE plc ANNUAL REPORT 2004 / NOTICE OF MEETING
NOTES
1.Every 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 of the Company.
A proxy form is enclosed with this notice. Instructions for use are shown on the form. To be valid, the form of proxy must be deposited
at the registered office of the Company at Farepak House, Westmead Drive, Westlea, Swindon SN5 7YZ, not less than 48 hours before
the time of the Annual General Meeting, together with the power of attorney or other authority (if any) under which it is signed or a
notarially certified copy of such power or authority. The completion and return of the form of proxy will not, however, preclude you from
attending and voting at the meeting if you so wish.
2.Members holding preference shares are entitled to attend and speak at the meeting but are not entitled to vote.
3.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. 
4.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. 56 KLEENEZE plc ANNUAL REPORT 2004 / NOTES
NOTES The paper used in this report is fully recyclable, biodegradable and meets strict environmental standards. The pulp used to produce the paper
derives from well-managed sustainable forests and is processed at an ISO 14001 accredited mill.
ISO 14001 is an international standard that specifies a process for controlling and improving a company’s environmental performance.
DESIGNED AND PRODUCED BY COLLEGE DESIGN www.kleenezeplc.co.uk
Kleeneze plc, Farepak House, Westmead Drive, Swindon SN5 7YZ