driving and broadening the business
booker group plc
annual report & accounts 2010
booker group plc
equity House
Irthlingborough road 
Wellingborough
northants nn8 1lt
www.bookergroup.com
AnnuAl RepoRt & Accounts 2010 Directors
Richard Rose
Non-Executive Chairman
charles Wilson
Chief Executive
Jonathan prentis
Group Finance Director
Mark Aylwin
Executive Director
Bryan Drew
Executive Director
Bryn satherley
Executive Director
lord Karan Bilimoria
Non-Executive Director
Andrew cripps
Non-Executive Director
Richard Farr
Non-Executive Director
Karen Jones
Non-Executive Director
Company Secretary
Mark chilton
Registered Office
equity House
Irthlingborough Road 
Wellingborough
northants 
nn8 1lt
Registered Number 
05145685 (england)
Website 
www.bookergroup.com
Bankers 
Bank of scotland plc
155 Bishopsgate 
london 
ec2M 3YB
Auditors
KpMG Audit plc
st James’ square
Manchester 
M2 6Ds
Brokers
Investec
2 Gresham street
london 
ec2V 7Qp
Jp Morgan cazenove
10 Aldermanbury
london 
ec2V 7Qp
Solicitors
clifford chance llp
10 upper Bank street
london 
e14 5JJ
Registrars 
computershare Investor services plc
po Box 82
the pavillions
Bridgwater Road
Bristol 
Bs99 2nH
Financial PR
t ulchan communications Group
85 Fleet street
london
ec4Y 1Ae
b ooker is the u K’s leading food wholesaler.
We supply approximately 305,000 catering businesses and 73,000 
independent retailers. 
notes:  this document includes forward looking statements with respect to booker group plc’s (the group’s) plans and its current goals and expectations relating to its future financial 
condition, performance and results. these forward looking statements sometimes contain words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘may’, 
‘might’, ‘will’, ‘could ‘ or other words of similar meaning. any forward looking statements made throughout this document represent management’s best judgement as to what may occur 
in the future. However, by their nature, forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which 
may be beyond the group’s control, including, among other things, those risks listed in the corporate governance section of these report and accounts. as a result, the group’s actual 
financial condition, performance and results for the current and future fiscal periods and corporate developments may differ materially from those expressed or implied by the plans, goals 
and expectations set forth in any forward-looking statements, and persons receiving this document should not place reliance on forward-looking statements. 
the group expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other 
forward-looking statements it may make or to reflect any change in the group’s expectation with regard thereto or any changes in events, conditions or circumstances on which any such 
statement is based. Forward-looking statements made in this document are current only as of the date on which such statements are made. 
booker group plc
annual report & accounts 2010
61 
DIRectoRs AnD pRoFessIonAl ADVIseRs
Highlights 1
business profile 2
chairman’s statement 3
chief executive’s review 4
group Finance Director’s report 7
board of Directors 10
corporate governance 11
remuneration report 17
Directors’ report 23
consolidated Income statement 27
consolidated statement of comprehensive Income 27
consolidated balance sheet 28
consolidated cash Flow statement 29
consolidated statement of change in equity 30
notes to the group Financial statements 31
company balance sheet  55
notes to the company Financial statements 56
statement of Directors’ responsibilities 59
Independent auditors report 
to the Members of booker group plc 60
Directors and professional advisers 61 1
-5.9
Booker Group plc
annual report & accounts 2010
HiGHliGHts
“customer numbers have increased and customer satisfaction has improved. 
sales are up by 6.5%, operating profits are up 15.2% and we have net cash 
of £7m. internet sales are growing strongly, Booker Direct had a good year 
and we have started serving customers in Mumbai, india.” 
charles Wilson, chief executive.
Financial Highlights
t otal sales +6.5% to £3.4bn (2009: £3.2bn) •	
like for like sales +6.5%: •	
– sales to caterers +9.1% (2009: +7.0%)
– sales to retailers +5.3% (2009: +1.0%)
operating profit +15.2% to £66.6m •	
profit after tax +21.4% to £47.6m •	
net cash of £7.0m (2009: net debt of £24.9m) •	
t otal dividend for the year of 1.27 pence  •	
per share, up 46.0%
Operational Highlights
customer numbers have increased by 17,000   •	
to 431,000 
91 of the uK’s 173 branches had been converted •	
into the ‘extra’ format 
internet sales +62.8% to £407m (2009: £250m) •	
We opened our first branch in india in september •	
2009 to serve the kirana stores and caterers in 
Mumbai. customer reaction has been good
Sales change
%
Net (Debt)/Cash
£m
Financial 
Year
Operating Profit 
£m
2006
2007
2008
2009
2010 +6.5
+2.3
+3.3
-124.8
-76.5
-47.2
-24.9
46.1
35.7
21.7
66.6
57.8
+7.0
-0.9 2
Booker Group plc
annual report & accounts 2010
Business profile
Booker has 173 cash and carry branches in the uK with a national delivery network.
We serve approximately 305,000 catering businesses and 73,000 independent retailers.
Customer 
Numbers
000’s
Sales 
£bn 
2006
Sales 
£bn
 2007
Sales 
£bn 
2008
Sales 
£bn 
2009
Sales 
£bn 
2010
Caterers 305 0.80 0.83 0.85 0.93 1.01
Retailers 73 2.13 2.10 2.15 2.19 2.31
Others 53 0.11 0.08 0.08 0.06 0.07
Total 431 3.04 3.01 3.08 3.18 3.39
of our sales, £2.1bn is non-tobacco and £1.3bn is tobacco.
Sales 
£bn 
2006
Sales 
£bn
 2007
Sales 
£bn 
2008
Sales 
£bn 
2009
Sales 
£bn 
2010
Non Tobacco 1.77 1.75 1.84 1.95 2.09
Tobacco 1.27 1.26 1.24 1.23 1.30
Total 3.04 3.01 3.08 3.18 3.39
£2.6bn of sales are collected from the cash and carry by the customer. £0.8bn is delivered to the customers’ premises from the 
cash and carry or regional distribution centre.
Sales 
£bn 
2006
Sales 
£bn
 2007
Sales 
£bn 
2008
Sales 
£bn 
2009
Sales 
£bn 
2010
Cash and Carry collect 2.55 2.53 2.50 2.50 2.59
Delivered 0.49 0.48 0.58 0.68 0.80
Total 3.04 3.01 3.08 3.18 3.39
substantial progress has been achieved since 2005.
March
2006
March
2007
March
2008
March
2009
March
2010
Sales Change % (5.9%) (0.9%) +2.3% +3.3% +6.5%
Operating Profit £m 21.7 35.7 46.1 57.8 66.6
Net (Debt) / Cash £m (124.8) (76.5) (47.2) (24.9) 7.0
Notes:  Figures for 2006 have been prepared under UK GAAP , and under IFRS thereafter.  
Sales and net (debt) / cash are calculated on a consistent basis under both UK GAAP and IFRS. 
  In the Highlights and Business Profile, Operating profit in 2006 is stated under UK GAAP before goodwill, impairment and exceptional items. 
Figures for 2007 are before an exceptional charge of £1.8m. Booker Group plc
annual report & accounts 2010
3
cHairMan’s stateMent
s ales rose by 6.5%, 
operating profit was 
up 15.2% and the 
Group ended the 
year with net cash  
of £7 .0m
i am pleased to report that Booker Group 
plc has again performed well. in the year 
to 26 March 2010, sales rose by 6.5% 
while operating profit was up 15.2% and 
the Group ended the year with net cash 
of £7.0m. c ustomer satisfaction continued 
to improve and the financial performance 
was good across the period.
the drive into the catering market  
is working with like-for-like sales to caterers 
up by 9.1% and sales to retailers up  
by 5.3%. 
the plans to ‘broaden’ the business  
are going well. We have converted 91 of our 
173 branches in the uK to the ‘extra’ format. 
the extra format offers a better range and 
delivers a better customer experience.
Booker distributed £797m of product to 
our customers’ premises this year versus 
£679m last year and we continue to expand 
our delivered offering. 
internet sales are £407m compared to 
£250m in the previous year.
We opened our first Booker branch in 
Mumbai, india in september 2009 which 
is trading well.
During the year we moved trading in the 
company’s shares from the aiM market to 
the official list. 
i should like to thank all our staff for their 
contribution to the success of the Group 
in the year just ended.
Basic earnings per share were 3.19 pence up 
from 2.63 pence last year. Given the strong 
operational performance of the business, the 
Board recommends the payment of a final 
dividend of 1.03 pence per share (2009: 
0.67 pence per share) which, together with 
the interim dividend, makes a total dividend 
for the year of 1.27 pence per share (2009: 
0.87 pence).  the final dividend is payable on 
9 July 2010 to shareholders on the register 
on 4 June 2010.
Outlook
the economy is expected to remain 
difficult in the year ahead and the food 
wholesale market remains very competitive. 
nevertheless, we expect to continue 
to make progress in this challenging 
environment. t rading in the first seven 
weeks of the current financial year remains 
in line with expectations.
Annual General Meeting
our annual General Meeting will be held  
on 7 July 2010. the notice of annual 
General Meeting separately accompanies 
this document.
Richard Rose
Chairman  4
Booker Group plc
annual report & accounts 2010
Booker continues to make good progress. 
in november 2005 we outlined our plan 
to focus, drive and broaden the business. 
that plan continues on track:
FOCUS
(commenced November 2005) 
We continue to improve business efficiency 
and cash management. throughout the 
business we are seeking to ‘stop, simplify 
and standardise’ work so that we enhance 
customer service whilst improving efficiency. 
through tight cash management we ended 
the year with net cash of £7m compared to 
net debt of £25m at the end of the previous 
financial year.
DRIVE
(commenced April 2006)
During the year we served 431,000 
customers, an increase of 17,000 
customers versus last year. We survey more 
than 40,000 customers each year to see 
how each branch and product category 
is performing. customer satisfaction for 
choice, price and service has improved 
during the year:
Choice Up
following improvements to the range, •	
fresh departments are doing particularly 
well with sales of fruit and vegetables 
up 54% in the year. 
euro shopper, launched in July 2007, •	
is one of the uK’s fastest growing 
convenience brands with sales of 
more than £40 million per annum at 
wholesale prices. the range now has 
48 products, which allows retailers to 
benefit from great quality products at 
discount prices. More than 16,000 
retailers purchase euro shopper every 
week and the brand has proved popular 
with shoppers. recent launches include 
cornflakes, tissues, bleach, chewing 
gum and noodle snacks. in 2009, euro 
shopper energy Drink won ‘product of 
the Year’ at the prestigious convenience 
retail a wards. 
We continue to build our entry price •	
range for caterers with our Booker 
Basics brand. We have recently 
launched tinned tomatoes, baked beans 
and ketchup. sales are up 28% year on 
year, selling £50m per annum.
in 2008 we launched exclusive lichfields •	
luxury individual portion packs – ideal for 
hotels and pubs. this range extended 
in 2009 with the launch of fair t rade 
coffee sticks and British farm assured 
Milk sticks, has proved very popular with 
sales of £10m per annum, an increase 
of 38%.
Prices Down
our pricing has remained competitive. in •	
spite of increases in commodity prices, 
we have managed to reduce the price 
of bread, milk and other essentials. We 
have developed targeted promotions to 
help our customers drive sales at special 
occasions. these include chinese new 
Year, Back to college and spring clean, 
which have all proved popular. 
Better Service
Booker is now the uK’s largest catering •	
butcher. We regularly hold ‘Meet the 
Butcher’ week in branches giving the 
customers the opportunity to discuss 
their catering needs with their local 
branch butcher. During these weeks 
we have cookery demonstrations, free 
stock give-aways and tastings. 
all branch staff are trained on priDe •	
– our programme to improve parking, 
reception, internal, delivery and exit 
experiences for customers.
our branch delivery service is growing •	
and improving.
Catering
improvements continue to be made •	
to the catering offer resulting in a 3% 
increase in new customers and a 
growth in sales to caterers of 9.1%. 
We are now selling over £1 billion of 
supplies to caterers per annum.
cHief executive’s revieW
Booker continues 
to make good 
progress and our 
plan to focus, drive 
and broaden the 
business is on track
EUro ShoPPEr Booker Group plc
annual report & accounts 2010
5
We have strengthened our catering •	
Development team, which is dedicated 
to help caterers grow their businesses, 
from 50 to 75 people over the last 
two years. this team, many of whom 
have worked as chefs, publicans and 
caterers, are experts in developing 
customers’ businesses.
Premier
premier, Booker’s symbol group, •	
continues to go from strength to 
strength and is well on the way to 
becoming the uK’s biggest and best 
symbol group. in the year the estate 
grew from approximately 2,200 to 
2,500 stores.
sales to premier customers grew in the •	
year by approximately 13% to £620m 
(2009: £550m). 
We relaunched premier in March 09, •	
which has been well received by retailers 
and suppliers. Greater emphasis is now 
placed on bringing the premier stores 
closer to the local community, and 
ensuring the store is ranged to meet 
the needs of the local consumer.
BROADEN
(commenced April 2007)
We continue to ‘broaden’ Booker. 
Improving the cash and carry 
experience
in 2006 we converted our first ‘extra’ •	
branch. By March 2010, 91 of the uK’s 
173 branches had been converted to 
the ‘extra’ format. the key features are 
a lighter, brighter branch environment 
and improved layout, signage and 
ranges. our customers much prefer 
the environment. the conversion 
pays back in around a year. We plan 
to convert a further 20 extras in the 
2011 financial year.
Increased delivered wholesale
Booker distributed £797m of product •	
to our customers’ premises this year 
versus £679m last year. about 90% of 
this is delivered via the cash and carry 
branches and 10% from the Booker 
distribution centres. Booker Direct 
serves national accounts. it is the uK’s 
largest food supplier to the cinema 
sector. other customers include HM 
prisons, Marks and spencer and 
we have recently started supplying  
the naafi. 
Booker distributed 
£797m of product 
to our customers’ 
premises this  
year versus  
£679m last year
‘EXTrA’ BrANCh
Before
after 6
Booker Group plc
annual report & accounts 2010
continued
Internet
our website is market leading in the •	
wholesale sector and is continually 
being developed to make it simpler, 
easier and faster for customers to use. 
s ales were £407m this year versus 
last year at £250m. the site is tailored 
to the local branch and customer 
requirements. customers can see 
recent orders, make shopping lists and 
view new promotions and products. 
Booker India 
We opened our first branch in india •	
in september 2009. the offer in the 
Mumbai branch is tailored to suit the 
needs of the indian market. all the stock 
is purchased in india and 99% of the 
colleagues are local. We now have 
approximately 4,000 customers who 
are either kirana stores or caterers. t he 
customer reaction has been excellent. in 
the 2011 financial year we plan to open 
a further branch in Mumbai and test the 
opening of a franchised Booker branch 
in another city with a local partner. We 
believe that outside Mumbai expansion 
with partners could accelerate the roll-
out whilst tailoring our offer to local 
markets. this will help Booker offer the 
best choice, price and service for the 
kirana store and caterer.
the focus, Drive, Broaden plan is facilitated 
by people development and by improving 
the sustainability of the business.
People Development
all branch colleagues are trained in •	
priDe (parking, reception, internal, 
Delivery, and exit.) this programme 
was designed by branch colleagues 
to help improve customer service and 
has made a real impact. 
t here is a shortage of butchers in •	
the trade and as a result we have 
trained over 40 colleagues to start 
a career in butchery. all of these 
colleagues had previously held other 
positions within branches and could 
progress further in the future to 
become Butchery Managers. t his 
first group completed their training in 
august 2009 and currently there are a 
further 52 colleagues who are on the 
programme. 
Sustainability
Booker was the first food wholesaler •	
to be awarded the c arbon t rust 
standard.
Booker has now recycled over 1.5 •	
million litres of catering customers’ 
used cooking oil. at our regional 
distribution centre in Hatfield we 
generate renewable electricity from 
used cooking oil.
recycling increased by 13% and we •	
sent 10% less to landfill in spite of the 
6.5% increase in sales. 
in summary, our plan to focus, drive 
and broaden Booker continues to make 
good progress. By improving the choice, 
price and service we offer to the 431,000 
businesses we serve, Booker has helped 
customers to prosper in a difficult economic 
environment. this has helped us grow sales 
by 6.5% and operating profits by 15%, 
whilst eliminating net debt.
internet sales have again grown strongly, 
while Booker Direct has had another 
good year with more contract wins. the 
opening of our first store in india has been 
successful and we plan to open a further 
two stores in the year ahead.
successful independent retailers, pubs, 
nursing homes and cafes are crucial to 
communities throughout the uK and 
we look forward to continuing to serve 
these customers in the year ahead.  While 
the outlook for the economy remains 
challenging, we are confident that Booker 
will continue to make progress by helping 
our customers to thrive.
Charles Wilson
Chief Executive
cHief executive’s revieW
Booker has 
helped customers 
to prosper in a 
difficult economic 
environment
BookEr INDIA Booker Group plc
annual report & accounts 2010
7
Financial Review 
overall Group revenue increased by 6.5% 
(2009: +3.3%). n on tobacco like-for-like 
sales increased by 6.9% (2009: +5.7%) 
while like-for-like tobacco sales increased 
by 5.8% (2009: -1.5%).
operating margins increased by 0.15 
percentage points to 1.97% (2009: 1.82%) 
lifting group operating profit by £8.8m to 
£66.6m. the improvement in margin was 
due to favourable product mix and good 
control of costs. 
the net finance cost of £9.4m (2009: 
£10.6m) comprised:
net cash interest cost of borrowing of •	
£6.8m (2009: £6.8m);
the amortisation of fees and •	
discounting of provisions of £3.8m 
(2009: £4.7m);
a credit relating to the expected •	
return on pension scheme assets 
less amortisation of liabilities of £1.2m 
(2009: £2.1m).
in 2009 the net finance cost also included 
the following additional items;
a charge relating to interest hedge •	
instruments of £5.1m;
a £4.8m credit in relation to the discount •	
on purchase of £26.3m of term debt;
£0.9m amortisation of fees carried in •	
the balance sheet relating to the term 
debt purchased in the period.
profit before tax rose £10.0m to £57.2m 
(2009: £47.2m), an increase of 21.2%.
the effective tax rate (being the tax charge 
as a percentage of profit before taxation) 
for the Group of 16.8% (2009: 16.9%) was 
below the standard rate of corporation tax 
in the uK, due principally to the utilisation of 
tax assets not recognised in prior years.
profit after tax was £47.6m, an increase 
of £8.4m compared to 2009.
Basic earnings per share rose to 3.19p, 
up 21.3% from 2.63p in 2009.
the Board is recommending a final dividend 
of 1.03 pence per share (2009: 0.67 pence 
per share) payable (subject to shareholder 
approval at the annual General Meeting, 
to be held on 7 July 2010) on 9 July 2010 
to shareholders on the register at 4 June  
2010. the shares will go ex-dividend on 
2 June 2010.
the final dividend lifts the total dividend for 
the year to 1.27 pence per share, up 46.0% 
on 2009 (2009: 0.87 pence per share). 
Cash Flow
Management has continued to focus 
on cash generation resulting in a net 
debt improvement of £31.9m to a net 
cash position of £7.0m. earnings before 
interest, tax, depreciation and amortisation 
(eBitDa) of £80.6m, up from £72.5m in the 
prior year, allowed an increase in capital 
expenditure to £15.5m (2009: £13.9m) 
and the payment of £13.6m of dividends 
(2009: £11.0m). 
Pensions
the Booker pension scheme (“the 
scheme”) is a defined benefit scheme that 
was closed to new members in october 
2001, and was closed to future accruals 
for existing members in august 2002. at 
26 March 2010, the scheme had an ias 
19 deficit of £21.8m (2009: £2.0m).
scheme assets improved in the year by 
£125.7m to £563.5m due mainly to a 
rebalancing of the investment portfolio on 
31 March 2009 taking the share of equities 
from 40% to 50% and the recovery in stock 
market prices subsequently. the Group 
also contributed £11.6m (2009: £11.0m) 
in the year of which £1.6m (2009: £1.0m) 
was in relation to the costs of administering 
the scheme.
Group finance Director’s 
report
o perating margins 
increased by 0.15 
percentage points  
to 1.97% lifting 
group operating 
profit by £8.8m  
to £66.6m 8
Booker Group plc
annual report & accounts 2010
continued
Group finance Director’s 
report
the scheme’s estimated liabilities increased 
by £145.5m due to an increase in the 
expected level of inflation and a decrease 
in the rate by which net future cash flows 
are discounted. 
Goodwill
the net book value of goodwill in  
the balance sheet is £423.9m (2009: 
£423.9m). the goodwill carrying value is 
more than supported by expected future 
cash flows discounted back to present day 
values at a pre-tax discount rate of 11.2% 
(2009: 13.5%). 
Capital Structure
the Group finances its operations through 
a combination of bank borrowings, leases 
and retained profits and its capital base is 
structured to meet the ongoing requirements 
of the business. as at 26  March 2010, the 
Group had net cash of £7.0m (2009: net 
debt of £24.9m).
Borrowing Facilities
the Group is required to repay half of 
cash generated in the prior year against 
its bank loan, a payment usually made 
in July following the year end. in order to 
match the profile of its interest rate swap 
(see interest rates below), the Groups’ 
banks agreed to waive this requirement for 
the year ended 26 March 2010 provided 
that £10.0m of the outstanding loan was 
repaid on 24 March 2010. consequently on 
24 March 2010 the Group repaid £10.0m 
of its bank loan reducing the balance to 
£40.0m (2009: £50.0m). 
in addition to the bank loan, the Group 
had in place at 26 March 2010 a £146.0m 
revolving credit facility, which included a 
£32.9m guarantee facility. subsequent to 
the year end, bank guarantees of £10.0m 
were released and the revolving credit 
facility was reduced accordingly. at the date 
of this report, the revolving credit facility 
is £136.0m, which includes a £22.9m 
guarantee facility. 
the bank loan and revolving credit facility 
are secured against the assets of the Group. 
there are cross guarantees between all 
Group companies (other than dormant 
subsidiaries). all facilities are available until 
June 2012. 
the Group’s borrowings are subject to 
covenants set by the lenders using financial 
results prepared under uK Gaap . in the 
event of default of covenants on the bank 
facility, the principal amounts and any interest 
accrued are repayable on demand.
the financial covenants are interest cover, 
measured by the ratio of earnings before 
interest, tax, depreciation and amortisation 
(‘eBitDa ’) to interest (tested quarterly), and 
cash cover, measured by the ratio of cash 
inflow to interest (tested half yearly).
the Group complied with its covenants 
throughout the year. at 26 March 2010, 
under uK Gaap the Group achieved 
interest cover of 12.9 and cash cover of 
7.1, comfortably exceeding its covenant 
obligations. the Group must have also not 
required its revolving credit facility for a total 
of ten working days within the financial year, 
a target that was also exceeded. 
in addition to these financial covenants 
the Group’s borrowing agreements include 
general covenants and potential events 
of default. the Group has complied in all 
respects with the terms of its borrowing 
agreements at the date of this report. 
Interest Rates 
the bank loan and funds drawn on the 
revolving credit facility bear floating interest 
rates linked to liBor plus a margin of 
2.0% to 2.6%. 
the Group’s hedging policy has been revised 
in the course of the financial year from 
maintaining the profile of borrowings within 
a collar of interest rates to maintenance at 
a fixed interest rate. 
Management has 
continued to focus 
on cash generation 
resulting in a net 
debt improvement 
of £31.9m to a net 
cash position of 
£7 .0m Booker Group plc
annual report & accounts 2010
9
at 27 March 2009 the Group had an 
amortising li Bor interest rate swap at 
4.98% for £130m, arranged in 2005, 
expiring in March 2011. in addition there 
were two option caps and a floor, also 
at £130m, which effectively set a collar 
between 4.25% and 5.68%. t he Group 
also had a £130m extension option at 
4.98% exercisable at the discretion of 
HBos in March 2011 for two years. 
on 12 June 2009, the terms of its interest 
rate swap were amended to reflect the 
Group’s current and expected level of 
debt. the option caps, the floor and the 
extension option were removed and the 
amount of interest rate swap was reduced 
from £130.0m to £50.0m. the interest 
swap remained at 4.98%. £10.0m of the 
interest rate swap expired on 24 March 
2010 with the remaining £40.0m expiring 
in March 2011. the Group spent £7.2m in 
settlement of these investments, which is 
shown separately in the consolidated cash 
flow statement. ineffective hedge costs of 
£0.4m were incurred in the period from 27 
March 2009 to 12 June 2009.
in the year the net cash interest cost of 
borrowing of £6.8m (2009: £6.8m) has 
remained neutral as lower costs of drawn 
funds has been offset by lower levels of 
interest received on surplus cash balances, 
increased non utilisation fees and ineffective 
hedge costs.
Liquidity
at 26 March 2010, £43.7m was held in 
cash and cash equivalents. the Group’s 
only bank borrowings related to its £40.0m 
bank loan. 
at 26 March 2010, the Group had in issue 
£30.7m of guarantees (2009: £31.2m) 
leaving undrawn facilities of £115.3m.
t he peak level of drawdown on the 
revolving credit facility on a cleared basis 
in the year to 26 March 2010 was £53.5m 
giving a minimum facility headroom in the 
year of £61.8m after taking into account 
the guarantees referred to above.
Risk Management
the Board is continually reviewing the risks 
to people, profits, assets, reputation and 
funding that the business faces. the year 
ended March 2010 was a turbulent year. 
the economy was challenging with the 
‘credit crisis’ and there was commodity 
price uncertainty. Despite these and other 
challenges the Group’s risk management 
controls operated well.
Jonathan Prentis
Group Finance Director
t he total dividend 
for the year is  
1.27 pence per 
share, up 46.0%   10
Booker Group plc
annual report & accounts 2010
BoarD oF DIrectors
Richard Rose, 
Non-Executive Chairman 
(Age: 54)
richard joined Blueheath as deputy 
chairman in May 2006 and was appointed 
executive chairman in september 2006. 
richard now acts as non-executive 
c hairman of the c ompany. r ichard was 
formerly chief executive officer of Whittard 
of chelsea plc, a multi site retailer of tea and 
coffee which was sold in 2006. previously 
he was a Director of Hagemeyer (uK) ltd, 
a distributor of professional products and 
services, with a uK turnover approaching 
£1 billion through 360 outlets. prior to 
that he had been chief executive officer 
of WF electrical plc, a fully listed electrical 
distributor, where he created a substantial 
improvement in shareholder value. 
Hagemeyer purchased WF electrical plc in 
2000. He was also n on-executive c hairman 
of ac electrical Wholesale ltd where he led 
a successful growth strategy resulting in a 
substantial increase in shareholder value. 
the business was sold to Wolseley in 2006. 
He is also executive chairman of Helphire 
Group plc, non-executive chairman of 
Kiotech International plc and crawshaw 
Group plc and non-executive Director of 
Drl Group ltd.
Charles Wilson,
Chief Executive 
(Age: 44)
c harles started his career in 1986 with 
procter and Gamble following which he 
was a consultant with oc&c strategy 
consultants and a Director of abberton 
associates. In 1998 he became an executive 
Director of Booker plc which merged with 
Iceland plc in 2000. In 2001 he became an 
executive Director of arcadia Group plc and 
in 2004 he became an executive Director 
at Marks and spencer plc. In 2005 he was 
appointed as chief executive of Booker.
Jonathan Prentis, 
Group Finance Director 
(Age: 48)
Jonathan qualified as a chartered 
accountant in 1987 with Deloitte & t ouche. 
He was appointed as Group Finance 
Director of Booker in 2005. prior to this 
appointment, Jonathan was Finance 
Director of Woodward Foodservice ltd 
and then Finance Director of Group 
logistics within the Big Food Group plc. 
prior to 2003, he was with tDG plc.
Mark Aylwin
Managing Director – Booker Direct
(Age 46)
Mark is Managing Director of Booker Direct. 
prior to that, he was chief executive officer 
of Blueheath. Mark was previously supply 
chain and It director at Musgrave Budgens 
londis. He has over twenty years trading, 
supply chain and logistics experience in the 
food industry, principally at safeway where 
he was commercial director for non-foods 
and the supply chain director.
Bryan Drew, 
Commercial Director 
(Age: 49)
Bryan is commercial Director, responsible 
for all buying and brands of the Booker 
Group. Bryan was at Booker plc from 
1989 to 2003 when he left to co-found 
Hub Wholesale ltd. He returned to Booker 
in november 2005. 
Bryn Satherley,
Operations Director 
(Age: 49)
Bryn is operations Director responsible for 
property, It , logistics and supply chain of 
the Booker Group. Bryn was at Booker 
plc between 1999 and 2001 and rejoined 
Booker in 2005. prior to 1999 he was at 
exel plc and was on the board of alldays 
ltd. Between 2001 and 2005 he was a 
Director of poundcroft ltd.
Lord Bilimoria CBE, DL, 
Non-Executive Director 
(Age: 48)
Karan Bilimoria is a university of cambridge 
law graduate and a qualified chartered 
accountant. He is the founder and 
chairman of cobra Beer partnership ltd. 
He is chancellor of thames Valley university 
and an Honorary Fellow of sidney sussex 
college, cambridge. He is an advisory Board 
Member of Boston analytics and a former  
non-executive Director of Brake Brothers. 
He is also president of the uK India Business 
c ouncil and an independent c rossbench 
peer in the House of lords.
Andrew Cripps, 
Non-Executive Director 
(Age: 52)
andrew read economics at the university of 
cambridge prior to qualifying as a chartered 
accountant with KpMG. Following twenty 
years with rothmans International and 
British american tobacco plc, he has held 
a number of n on-executive Directorships 
in the uK and europe. andrew is currently  
n on-executive Deputy c hairman of swedish 
Match aB and a non-executive Director of 
Helphire Group plc and Molins plc.
Richard Farr,
Non-Executive Director 
(Age: 52)
r ichard is a qualified c hartered accountant 
and partner at BDo llp . richard was a 
director and subsequently partner in the 
restructuring and pensions practices at 
pricewaterhousec oopers between 2001 
and 2007 during which time he was 
seconded to the pensions regulator. prior 
to joining the board of Booker, richard 
was a director of swiss r e c apital Markets 
limited. richard is currently a Director of 
Blue sky (london) limited.
Karen Jones CBE, 
Non-Executive Director 
(Age: 53)
Karen was ceo of spirit Group ltd, a 
private equity backed pub & restaurant 
group which was built up by acquisition 
and sold to punch taverns in January 2006. 
prior to spirit, Karen founded, grew and 
floated the pelican Group plc, owner of a 
number of restaurant chains including café 
rouge, which was acquired by Whitbread 
in July 1996. Karen has a first class honours 
degree from university of east anglia, and 
also attended Wellesley college, usa. 
Karen has now started another hospitality 
company in london, Food and Fuel ltd 
which currently consists of ten gastropubs. 
Karen is a n on-executive Director of Virgin 
active Group l td, asos plc, co Fra aG 
and of r oyal n ational t heatre enterprises 
l td. she is a Governor of ashridge Business 
school, sits on the Industrial Development 
advisory Board and chairs the r ebuilding 
childhoods Board of the nspcc.
Membership of Committees
Audit
andrew cripps (chairman) 
richard Farr 
Karen Jones 
Nomination
richard rose (chairman)
lord Bilimoria
andrew cripps
Remuneration
lord Bilimoria (chairman)
andrew cripps
richard Farr 14
Booker Group plc
annual report & accounts 2010
Nomination Committee 
the nomination committee is chaired by the chairman, richard rose, and comprises richard rose and two other non-executive 
Directors, lord Bilimoria and andrew cripps. It has defined terms of reference, which are published on the Group’s website. charles 
Wilson, chief executive, attends by invitation. During the year, richard Farr and Karen Jones were invited to attend one meeting. 
the nomination committee is responsible for making recommendations to the Board on the appointment of additional Directors 
and for reviewing the size, structure and composition of the Board and the membership of Board committees. 
During the year, in accordance with the plans for the orderly succession for appointments to the Board, the nomination committee 
recommended the appointment of an executive Director, Mark aylwin and a non-executive Director, richard Farr. prior to 
recommending each appointment, the candidates were interviewed by committee members and other Directors.
Remuneration Committee 
chaired by lord Bilimoria, the senior Independent non-executive Director, the remuneration committee comprised from the 28 
March 2009 until the 27 May 2009 lord Bilimoria and andrew cripps and since 27 May 2009 lord Bilimoria, andrew cripps and, 
following his appointment as a non-executive Director, richard Farr. charles Wilson, chief executive, attends by invitation. the 
remuneration committee has defined terms of reference, which are published on the Group’s website. 
the remuneration committee is responsible for setting the remuneration and other terms of employment of the company’s 
executive officers and management and determining and reviewing any share incentive plans. 
the remuneration report, which includes details of the remuneration committee’s role, Directors’ remuneration and pension 
entitlements, together with information on service contracts is set out on pages 17 to 22. Details of Directors’ interests in the 
ordinary shares of the company are shown in the Directors’ report on page 24.
Re-election of Directors 
all Directors are required by the company’s articles of association to submit themselves to shareholders for re-election at the first 
annual General Meeting after their appointment and thereafter by rotation at least once every three years. those directors offering 
themselves for re-election are included in the Directors’ report.
Relations with shareholders 
In fulfilling their responsibilities, the Directors believe that they govern the Group in the best interests of the shareholders, whilst 
having due regard to the interests of other stakeholders in the Group including customers, employees and suppliers. 
the code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. the executive 
Directors have regular and ongoing communication with major shareholders throughout the year, by participating in investor 
roadshows and presentations to shareholders. Feedback from these visits is reported to the Board. the Directors also have regular 
contact with analysts and brokers. the senior Independent non-executive Director and other non-executive Directors (including the 
chairman) receive reports on matters raised at the meetings with shareholders and are offered the opportunity to attend meetings 
with major shareholders. as a result of these procedures, the non-executive Directors believe that they are aware of shareholders’ 
views. In addition, lord Bilimoria, the senior Independent non-executive Director, is available to meet with major shareholders. no 
shareholders asked to meet with him during the year.
arrangements can also be made through the company secretary for major shareholders to meet with newly appointed directors.
the Group maintains a website at www.bookergroup.com which is regularly updated and contains information about the Group. 
the code encourages boards to use the annual General Meeting to communicate with investors and to encourage their participation. 
In compliance with the code, the Board welcomes as many shareholders as possible to attend the annual General Meeting to 
discuss any interest or concern, including performance, governance or strategy, with the Directors. 
all Directors are expected to attend the annual General Meeting. the chairs of the audit, remuneration and nomination 
committees are available at the annual General Meeting to answer shareholder questions, through the chairman of the Board, on 
the responsibilities and activities of their committees. shareholders also have the opportunity to meet with the Directors following 
the conclusion of the formal part of the meeting.
In compliance with the code, at the annual General Meeting, the chairman will announce the level of proxies lodged on each 
resolution, the balance for and against and abstentions, after it has been dealt with on a show of hands and such details will be 
placed on the Group’s website following the meeting. a separate resolution will be proposed at the annual General Meeting in 
respect of each substantially separate issue. the chairmen of the audit, remuneration and nomination committees will deal with 
matters relating to those committees.
Directors’ conflicts of interest
Following the changes made to the company’s articles of association at the annual General Meeting in 2008 and the subsequent 
introduction of section 175 of the c ompanies act 2006 on 1 o ctober 2008 which allows the Directors to authorise potential and actual 
conflicts of interest, formal procedures for the notification and authorisation of such conflicts have been approved by the Board. 
corporate GoVernance
continued Booker Group plc
annual report & accounts 2010
11
corporate GoVernance
Principles of Corporate Governance 
the company and the Group is committed to high standards of corporate governance. the company complied fully with the 
combined code on corporate Governance (the ‘code’), published in June 2008 by the Financial reporting council except as 
detailed below in relation to provision a.3.2 in respect of the balance of executive and non-executive directors from 9 november 
2009. this report sets out details of how the company has applied the principles of section 1 of the code during the year. 
The workings of the Board and its committees 
The Board 
the company is led and controlled by the Board of Directors (the ‘Board’) chaired by richard rose. the Board currently consists 
of five executive Directors and five non-executive Directors. 
the code requires that at least half the Board, excluding the chairman, should comprise independent non-executive Directors as 
determined by the Board. until 9 november 2009 the company complied with this provision of the code, however on this date Mark 
aylwin was appointed an executive Director and the number of executive Directors has since equalled the number of non-executive 
Directors, including the chairman. For the reasons set out below, the Board believes that the resultant balance is appropriate. the 
independence of non-executive Directors is considered at least annually and is based on the criteria suggested in the code.
richard rose was an executive Director and chairman of Blueheath Holdings plc (‘Blueheath’) immediately prior to the reverse 
acquisition of Blueheath by the Booker Group and became non-executive chairman of the company upon completion of the 
merger. the Group’s combined business is significantly different to and larger than Blueheath and there is a division of responsibilities 
between richard and the executive Directors, in particular, charles Wilson as chief executive, such that his current and former roles 
can be considered incomparable.  Both richard rose and andrew cripps serve as directors of Helphire Group plc. Having regard 
to all the circumstances, including the independence richard has demonstrated as chairman and andrew as chairman of the audit 
committee of the company, the Board is satisfied and has determined that richard and andrew are both independent.
consequently, all the non-executive Directors are considered by the Board to be independent of management and free from any 
business or other relationship that could materially interfere with the exercise of their independent judgement in accordance with 
the code.
the Board believes that it is appropriate to have a senior Independent non-executive Director and lord Bilimoria fulfils this role. He 
is available to shareholders if they have concerns which contact through the normal channels have failed to resolve, or for which 
such contact would be inappropriate. 
the Board believes that it is of sufficient size, that it has an appropriate balance of skills and experience, that, despite the inequality 
in number of executive and non-executive Directors, no individual, or group of individuals can dominate the Board’s decision 
making. the Board also believes that compliance with the code’s provisions in relation to the constitution of the Board at this point 
in time would not outweigh the potential risk that any additional appointment to the Board might make its size unwieldy. 
Details of the individuals skills and experience of the Directors are contained in the Directors’ biographies on page 10.  12
Booker Group plc
annual report & accounts 2010
corporate GoVernance
The Board continued
the Board meets regularly, on at least twelve scheduled occasions during each year and more frequently if necessary. there were 
twelve scheduled Board meetings, five audit committee meetings, five remuneration committee meetings and three nomination 
committee meetings held in the year under review and the attendance by Directors was as follows: 
Board Audit Remuneration Nomination
Executive
charles Wilson
 1 2 3 
12/12 5/5 5/5 3/3
Jonathan prentis
 1
 12/12 5/5
Mark aylwin
 4
5/5
Bryan Drew 11/12
Bryn satherley 12/12
Non-Executive
richard rose
 1 2 5
12/12 3/5 5/5 3/3
lord Bilimoria
 5 
12/12 5/5 3/3
andrew cripps
 5 
12/12 5/5 5/5 3/3
richard Farr
 3 5 6
6/8 2/3 3/4 1/1
Karen Jones
 3 5 7
12/12 3/3 1/1
Kevin l yon
 8
3/3 2/2
1
 not a member of the audit committee but attended by invitation
2
 not a member of the remuneration committee but attended by invitation
3
 not a member of the nomination committee but attended by invitation
4
 Mark aylwin was appointed to the Board on 9 november 2009 
5
 Independent non-executive Director
6
 richard Farr was appointed to the Board and to the audit and remuneration committees on 27 May 2009
7
 Karen Jones was appointed to the audit committee on 27 May 2009
8
 Kevin l yon resigned from the Board on 27 May 2009
the Board keeps the membership of committees under review to ensure gradual refreshing of skills and experience. the Board is 
satisfied that all Directors have sufficient time to devote to their roles and that it is not placing undue reliance on key individuals.
the Board is responsible to shareholders for ensuring that the Group is appropriately managed and that it achieves its objectives. 
the Board has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control 
over appropriate strategic, financial, operational and regulatory issues. at its meetings, the Board reviews trading performance, 
ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to 
shareholders. Matters not specifically reserved for the Board and its committees under its schedule of matters and the committees’ 
terms of reference, or for shareholders in general meeting, are delegated to members of the executive committee.
It is the company’s policy that the roles of the chairman and chief executive are separate, with their roles and responsibilities 
clearly divided and set out in writing. the chairman’s main responsibility is the leadership and management of the Board and its 
governance. the chairman’s commitment to the company is usually 2 days per month. His other significant commitments are 
disclosed in his biography on page 10. the Board considers that these commitments do not hinder his ability to discharge his 
responsibilities to the company effectively.
the chief executive is responsible for the leadership and day-to-day management of the Group. this includes formulating and 
recommending the Group’s strategy for Board approval in addition to executing the approved strategy.
Information and professional development 
on appointment, individual Directors undergo an induction programme covering, amongst other things:
the business of the Group; •	
their legal and regulatory responsibilities as directors of the company; •	
briefings and presentations from relevant executives; •	
opportunities to visit business operations. •	
the Board is supplied with regular and timely information in a form and of a quality that enables it to discharge its duties. all Directors 
are encouraged to make further enquiries as they feel appropriate of the executive Directors or management. In addition, Board 
committees are provided with sufficient resources, plus the power to co-opt such additional support as they may require from time 
to time, to undertake their duties. 
continued Booker Group plc
annual report & accounts 2010
13
all Directors are entitled to receive independent professional advice at the company’s expense and have access to the services of 
a professionally qualified and experienced company secretary, who is responsible for information flows to the Board and advising 
the Board on corporate governance matters. this ensures compliance with Board procedure and applicable laws and regulation. 
the Board has responsibilty for the appointment and removal of the company secretary.
Performance evaluation
During the year, the Board conducted an evaluation of its own performance and that of its three principal committees. In april 2010, 
each Director completed a questionnaire prepared by the chairman and the company secretary to rate the collective performance 
of the Board and its committees. the company secretary collated the evaluation results and the chairman then reviewed an 
unattributed executive summary, highlighting key outcomes. a report of the findings was then presented to and discussed by the 
Board. the Directors have concluded that, following this evaluation, the Board and its committees operate effectively and also 
consider that each Director is contributing to the overall effectiveness and success of the Group.
During the year, the chairman and the non-executive Directors met in the absence of the executive Directors and there was one 
meeting of the non-executive Directors chaired by the senior Independent non-executive Director at which the chairman was not 
present in order to appraise the chairman’s performance. 
Committees
the Board has established an audit committee, a nomination committee and a remuneration committee to oversee and debate 
issues of policy outside main Board meetings. throughout the year, the chairman of each committee provided the Board with a 
summary of key issues considered at the committee meetings. Board committees are authorised to engage the services of external 
advisers as they deem necessary in the furtherance of their duties at the company’s expense. 
Audit Committee 
chaired by andrew cripps, non-executive Director, the audit committee during the year comprised until 27 May 2009 andrew 
cripps and one other non-executive, Kevin l yon, and from 27 May 2009 andrew cripps and two other non-executives, richard 
Farr and Karen Jones. all members of the audit committee are considered by the Board to be independent. the Board considers 
andrew cripps to have recent and relevant financial experience including his role as chairman and member of the audit committee 
at a number of fully listed companies and previous executive experience at a Ftse 100 listed company. the company secretary is 
secretary to the audit committee.
the audit committee has defined terms of reference, which are published on the Group’s website. richard rose (chairman), 
charles Wilson (chief executive), Jonathan prentis (Group Finance Director), the Head of Internal audit and the external auditor 
attend meetings of the audit committee by invitation. the audit committee is primarily responsible for: 
ensuring that the financial performance of the Group is properly monitored and reported on; •	
reviewing and monitoring the independence of the external auditor and the effectiveness of the audit process; •	
meeting with the external auditor and reviewing reports from the external auditor relating to the Group’s accounting  •	
and internal controls; 
reviewing the effectiveness of the Group’s systems of internal control; •	
agreeing the terms of appointment and remuneration of the external auditor; •	
agreeing the scope and reviewing the work of the Group’s internal audit team. •	
the audit committee monitors the nature and extent of non-audit work performed by the external auditor to ensure the maintenance 
of objectivity and value for money and also considers the potential impact, if any, of this work on the auditor’s independence.
the audit committee and KpMG audit plc, the external auditor, operate procedures to ensure that the external auditor remains 
objective and independent. these procedures include the pre-approval of the scope of the audit by the committee. the committee 
conducts a formal annual review of the independence of the external auditor, looking carefully at the level of non-audit work conducted 
by the external auditor and the detailed safeguards which they have in place. the fees paid to the external auditor during the year are 
set out in note 4 to the Financial statements on page 37. the non-audit fees relate to tax and other commercial advice. the committee 
believes that there are sound commercial and practical reasons for this work being conducted by the external auditor.
the Group has adopted a whistleblowing programme in all of its operations whereby employees can, in confidence, report on 
matters where they feel a malpractice is taking place, or if health and safety standards are being compromised. additional areas that 
are addressed by this procedure include criminal activities, improper or unethical behaviour and risks to the environment.
the procedures allow employees to raise their concerns with line management or, if this is inappropriate, to raise them on a 
confidential basis. an externally facilitated confidential helpline and confidential e-mail facility are provided to protect the identity of 
employees in these circumstances. any concerns will be investigated in a confidential manner by the Human resources Department 
and/or the company secretary and, after a decision has been made as to what (if any) further steps should be taken, feedback will 
be given to the person making the complaint. an official written record will be kept of each stage of the procedure. this policy and 
related procedures are monitored by the audit committee.  Booker Group plc
annual report & accounts 2010
15
these procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure that 
only Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review the 
register of Directors’ conflicts annually and on an ad hoc basis when necessary. any potential conflicts of interest in relation to newly 
appointed Directors are considered by the Board prior to appointment. these procedures have operated effectively throughout the 
current financial period.
Internal controls and risk management 
like all businesses, the business faces risks and uncertainties that could impact on the Group’s achievement of its objectives. risk 
is accepted as being a part of doing business and within the Group the Board has overall responsibility for the Group’s system of 
internal control and for reviewing its adequacy and effectiveness. such a system is designed to manage rather than eliminate the risk 
of failure to achieve business objectives, and aims to provide reasonable and not absolute assurance against material misstatement 
and loss. In order to discharge that responsibility in a manner that ensures compliance with laws and regulations and promotes 
effective and efficient operations, the Directors have established an organisational structure with clear operating procedures, lines 
of responsibility and delegated authority.
the Board formally reviews the operation and effectiveness of the Group’s system of internal controls on an annual basis. the latest 
review covered the financial year to 26 March 2010. no significant failings or weaknesses were identified from this review.
the Board has a process for identifying, evaluating and managing the risks faced by the Group. this process is continual and has 
been in place for the year under review up to the date of this report, and is regularly reviewed by the Board in accordance with 
relevant guidance. there is an established framework of internal controls, which is set out in procedures approved by the Board and 
which include financial, operational and compliance controls and risk management. 
these procedures are readily accessible to staff, who follow their guidance. 
the more important elements of this framework are as follows: 
Management structure 
the Board has overall responsibility for the company and the executive committee has responsibility for specific aspects of the 
Group’s affairs. the Board and each of its committees operate under a schedule of matters or terms of reference and the Board 
determines how the chief executive and the executive committee may operate within a framework of delegated authorities and 
reserved powers which seek to ensure that certain transactions which are significant in terms of their size or type, are undertaken 
only after Board review. 
the executive committee is chaired by charles Wilson (chief executive) and comprises Jonathan prentis (Group Finance Director), 
Bryan Drew (commercial Director), Bryn satherley (operations Director), Mark aylwin (Managing Director - Booker Direct) and other 
members of the management team representing the operational functions within the Group. It meets twice a month to discuss 
operational matters, compliance, health and safety and trading performance. 
Corporate accounting and procedures 
responsibility levels are communicated throughout the Group as part of the corporate communication procedure. 
accounting, delegation of authority and authorisation levels, segregation of duties and other control procedures, together with the 
general ethos of the Group are included in these communications, and standardised accounting policies are in place reflecting this 
policy. these procedures are subject to review to ensure that improvements to enhance controls can be made. 
Quality and integrity of personnel 
the integrity and competence of personnel is ensured through high recruitment standards and subsequent training. Quality 
personnel are seen as an essential part of the control environment and the ethical standards expected are communicated through 
senior members of staff. 
Budgetary process 
each year the Board approves the annual budget, which includes an assessment of key risk areas. performance is monitored and 
relevant action taken throughout the year by regular reporting to the Board of updated forecasts together with information on key 
risk areas.
Risk management
the Board assesses risk management throughout the Group aided by detailed reviews of internal controls and risk management 
procedures. 
Investment appraisal 
capital expenditure is regulated by the use of authorisation levels. For all expenditure beyond specified levels, Board approval  
is required.  16
Booker Group plc
annual report & accounts 2010
Internal audit 
the Group’s internal audit function, which reports to the Group Finance Director and chairman of the audit committee, monitors 
the effectiveness of key internal controls and the adequacy of these controls to manage business risk and to safeguard the Group’s 
assets and resources, in accordance with a work plan approved and monitored by the audit committee. Its conclusions are 
communicated to the relevant level of management and the function has a direct reporting responsibility to the audit committee.
Risks and Uncertainties
the list below sets out the most significant risks to the achievement of the Group’s business goals. the list does not include all risks 
that the Group faces and it does not list the risks in any order of priority.
Economic environment •	
the economy is expected to remain difficult in the year ahead with potential tax rises and the public reducing their levels of 
discretionary spend. customers will seek to obtain “best” value from products and the Group aims to provide a wide range of 
products that meet this requirement.
Competition •	
the industry is extremely competitive with the market being served by numerous competitors, ranging from national multiple 
retailers to regional independent wholesalers. the Group competes by closely monitoring the activities of competitors and ensuring 
it continues to improve the choice, price and service to its customers.
Regulation •	
the Group operates in an environment governed by strict regulations to ensure the safety and protection of customers, shareholders, 
staff and other stakeholders and the operation of an open and competitive market. these regulations include food hygiene, health 
and safety, data protection, the rules of the london stock exchange and competition law. In all cases, the Board takes its responsibilities 
very seriously, and recognises that any breach of regulation could cause reputational and financial damage to the Group.
Product quality and safety •	
the quality and safety of our products is of critical importance and any failure in this regard would affect the confidence of our 
customers in us. We work with our suppliers to ensure the integrity of the products supplied. Food hygiene practices are taken 
very seriously throughout the Group, and are monitored both through internal audit procedures and by external bodies such as 
environmental health departments. We have well prepared procedures for crisis management in order to act quickly when required. 
We are aware that if we fail or are perceived to have failed to deliver, to our customers’ satisfaction, the expected standards of 
quality and safety in our products this has the potential to impact on their loyalty to us. this in turn could adversely impact on our 
market share and our financial results.
Employee engagement and retention •	
the continued success of the Group relies heavily on the investment in the training and development of our employees. the 
Group’s employment policies, remuneration and benefits packages are designed to be competitive, as well as providing colleagues 
with fulfilling career opportunities. the Group continually engages with colleagues across the business to ensure that we keep 
strengthening our team at every level.
Supplier credit •	
availability of supplier credit is essential for the Group’s financial performance. any reduction in the availability of supplier credit 
could adversely impact the Group. the Group regularly meet key credit insurers to ensure that they have an up to date view of 
the Group’s financial position.
Financial and treasury •	
the Group’s financial results may be subject to volatility arising from movements in commodity prices, foreign currencies, interest 
rates and the availability of sources of funding. see note 16 to the annual report and accounts.
Pensions •	
the Group operates a defined benefit scheme, where judgements are required to determine the assumptions for future salary 
and pension increases, discount rate, inflation, investment returns and member longevity. there is a risk of underestimating this 
liability. this risk is mitigated by: maintaining a relatively strong funding position over time, taking advice from independent qualified 
actuaries, agreeing appropriate investment policies with the t rustees and closely monitoring the funding position with the t rustees. 
see note 18 of the annual report and accounts.
Information technology (IT) •	
the Group is exposed to the risk that the It systems upon which it relies fail. the Group has appropriate controls in place to mitigate 
the risk of systems failure, including systems back up procedures and disaster recovery plans, and also has appropriate virus 
protection and network security controls.
this report was approved by the Board of Directors on 19 May 2010. 
Mark Chilton
Company Secretary 
continued
corporate GoVernance Booker Group plc
annual report & accounts 2010
17
this section of the annual report and accounts describes the role and composition of the remuneration committee established by 
the Board (the ‘committee’), the company’s remuneration policy and the arrangements currently in place for remuneration of both 
executive and non-executive Directors. 
Unaudited Information
The Remuneration Committee
Membership 
the committee from 27 March 2009 until 27 May 2009 comprised lord Bilimoria (chairman) and andrew cripps. From 27 May  2009 
onwards richard Farr joined the committee following his appointment as a non-executive Director. all members of the committee 
are considered to be independent non-executive Directors. charles Wilson, chief executive, attends committee meetings by 
invitation. Details of attendance at committee meetings are set out on page 12. 
Role of the Committee 
the committee advises the Board and makes recommendations to it about all elements of the remuneration packages of the 
executive Directors including remuneration, incentives and other benefits. It also recommends the terms of service contracts with 
executive Directors and any compensation arrangements resulting from the termination by the company of an executive Director’s 
service contract. the committee also makes recommendations concerning the grant of shares and share options. 
the committee’s responsibilities are set out in its terms of reference, which are published on the Group’s website.
In determining remuneration, the committee consults where appropriate with the chief executive about its proposals. no 
Director participates in discussions about his own remuneration. no external consultants were engaged in relation to the design 
of remuneration packages during the year. When setting its remuneration policy, the committee gives due consideration to the 
provisions and principles of the code.
Remuneration policy 
the company wishes to attract, retain and motivate executive Directors and senior management of the requisite quality. accordingly, 
its policy, in a competitive market, is to design remuneration packages which, through an appropriate combination of basic salary 
and bonus, reward executive Directors and senior management fairly for their individual contribution. In determining remuneration, 
consideration is given to reward levels throughout the organisation as well as in the external employment market. the committee’s 
overall policy is to provide competitive and potentially rewarding remuneration packages. 
the committee, having reviewed the equity incentives it had in place, established in July 2008 a savings-related share option scheme 
(the ‘sa Ye’), as approved by HM revenue & customs, which was offered to all employees within the Group, and a performance share 
plan (the ‘psp’) also in July 2008, which was extended on a discretionary basis to certain employees only. certain information relating 
to the sa Ye and psp were set out in the remuneration report contained in the company’s 2008 annual report and accounts which 
was approved by shareholders at the company’s annual General Meeting in 2008. under the psp , employees selected to participate 
are entitled to acquire ordinary shares for no payment at the end of a vesting period (which will normally be 2 to 3 years). the company 
has made awards under the psp in relation to a total of 36 million new ordinary shares. the Directors believe that the best indicator 
of performance of this company and its directors is its share price performance. Vesting is subject to continued employment and the 
requirement that the company’s share price be equal to or exceed certain share price targets for 60 consecutive days ending on or 
before the relevant vesting date. In certain circumstances, however, a proportion of awards may vest early. as at the 26 March 2010, 
three of the four share price targets had been met. consequently, half of the shares will vest in July 2010, with at least a further quarter 
vesting in July 2011, subject to continued employment at the dates of vesting. Details of awards made to the executive Directors under 
these plans are set out later in this report. options under the sa Ye are exercisable three years from the commencement of the relevant 
savings contract and not more than six months thereafter. these incentive arrangements reward participants if shareholder value is 
created, thereby aligning the interests of executive Directors, senior management and employees with those of shareholders. no psp’s 
were awarded to Directors during the year ended 26 March 2010.
reMuneratIon report 18
Booker Group plc
annual report & accounts 2010
Executive Directors’ remuneration 
the remuneration package of the executive Directors includes the following elements: 
Basic salary •	
Details of the Directors’ remuneration are set out on page 21. salaries are normally reviewed annually and any changes are 
effective from 1 april, although no changes were made to salaries effective from 1 april 2009. salaries effective from 1 april 2010, 
but pending a review later in the 2010 calendar year, are set out on page 19. 
Bonus •	
payments under the annual scheme are based upon the achievement of budgeted profit targets for the Group. Jonathan prentis, 
Bryan Drew, Bryn satherley and Mark aylwin have each been awarded a bonus as set out on page 21. charles Wilson, chief 
executive, does not participate in the scheme.
Share incentives •	
the executive Directors are entitled to participate in the psp and the sa Ye.
Pensions •	
all executive Directors are entitled to a pension contribution at the rate of 15% of pensionable pay to be paid into their own 
personal pension arrangement or the Group personal pension plan, open to all of its permanent employees. pensionable pay 
is set at prior year’s basic salary. Details of pension contributions in relation to the executive Directors are set out in the table on 
page 21.
Other beneﬁts •	
Benefits for executive Directors principally comprise critical illness cover and permanent health cover. all executive Directors are 
also entitled to a car (or car allowance), life cover of four times basic salary and private medical insurance for themselves and 
their families. 
External appointments 
executive Directors are not permitted to hold external directorships or offices of other fully listed or aIM listed companies and, 
accordingly, no executive Director serves as a non-executive Director of any other company.
Non-Executive Directors’ letters of appointment
the non-executive Directors are paid a fixed fee and have letters of appointment for an initial period of 3 years subject to 
termination on one month’s notice by the relevant Director or the company. these appointments are also subject to the articles 
of association of the company. the table below summarises the dates of appointment and most recent re-election dates for the 
chairman and each of the non-executive Directors serving at 26 March 2010.
Date of appointment  
as a non-executive director
Date of re-election at AGM
richard rose
1,2
9 May 2007 9 July 2008
lord Bilimoria
3
 22 november 2007 9 July 2008
andrew cripps
3
22 november 2007 9 July 2008
richard Farr 27 May 2009 8 July 2009
Karen Jones 19 February 2009 8 July 2009
1 
richard rose, prior to his appointment as a non-executive director, had been executive chairman from september 2006
2 
Following the expiry of richard rose’s initial period of appointment as a non-executive director for a period of 3 years, he was reappointed for a further  
3 year term on 19 May 2010
3 
lord Bilimoria and andrew cripps will stand for re-election at the aGM to be held on 7 July 2010
copies of the letters of appointment will be available for inspection at the company’s registered office during business hours and 
at the annual General Meeting. 
the fees for the non-executive Directors are determined by the Board and reviewed from time to time having regard to the level 
of fees paid to non-executive Directors of comparator companies and reflect the individual commitments of the non-executive 
Directors to the Board and to the Board’s committees. the non-executive Directors are not involved in any discussions or 
decisions about their own remuneration. 
the non-executive Directors do not receive bonuses or pension contributions and are not entitled to participate in any of the 
company’s share schemes. they are entitled to be reimbursed for reasonable expenses incurred by them in carrying out their 
duties as Directors of the company. 
reMuneratIon report
continued Booker Group plc
annual report & accounts 2010
19
With effect from 1 april 2010, pending a review later in the 2010 calendar year, the non-executive Directors’ fees in relation to 
the company will be as follows:
Non-Executive £’000
richard rose 80
lord Bilimoria 37
andrew cripps 37
richard Farr 37
Karen Jones 37
Executive Directors’ service contracts
the Board’s policy is that service contracts of executive Directors should provide for termination by the company on twelve 
months’ notice. the service contracts of each of the current executive Directors provide for such a period of notice. none of the 
contracts provides for specific contractual termination payments other than payment in lieu of notice.
the company’s policy on the termination of contracts of service of executive Directors is dictated by the events, bearing in mind 
the circumstances of termination and the interests of the company. the table below summarises the service contracts of the 
executive Directors.
copies of the service contracts will be available for inspection at the company’s registered office during business hours and at 
the annual General Meeting.
Date  
of appointment
Date  
of re-election
Notice period 
(months) by the 
Company
Notice period 
(months) by the 
Director
Unexpired term  
of contract
charles Wilson 4 June 2007 8 July 2009 12 9 rolling contract
Jonathan prentis 
2
4 June 2007 9 July 2008 12 6 rolling contract
Mark aylwin 
1
9 november 2007 8 July 2009 12 12 rolling contract
Bryan Drew 12 november 2008 8 July 2009 12 12 rolling contract
Bryn satherley 12 november 2008 8 July 2009 12 6 rolling contract
1
 Jonathan prentis will stand for re-election at the aGM to be held on 7 July 2010.
2
 Mark aylwin will stand for re-election at the aGM to be held on 7 July 2010.
With effect from 1 april 2010, pending a review later in the 2010 calendar year, the executive Directors’ basic salary in relation to 
the company will be as follows:
Executive £’000
charles Wilson 510
Jonathan prentis 212
Mark aylwin 212
Bryan Drew 212
Bryn satherley 212
Sums paid to third parties 
no consideration was paid to or became receivable by third parties for making available the services of any person as a Director 
of the company during the year. 
Terms of appointment 
at each annual General Meeting, in accordance with the company’s articles of association, one third (or if their number is not a 
multiple of three, the number nearest to, but not exceeding, one third) of Directors, excluding those Directors appointed since the 
last annual General Meeting, are required to retire and may stand for re-election. In addition, all Directors appointed during the year 
must retire at the annual General Meeting and may offer themselves for re-election. Mark aylwin, having been appointed during 
the year, will therefore retire at the annual General Meeting and offer himself for re-election. lord Bilimoria, andrew cripps and 
Jonathan prentis will retire by rotation at the annual General Meeting, and being eligible, will offer themselves for re-election. 20
Booker Group plc
annual report & accounts 2010
Directors’ Share Interests 
the beneficial interests in the ordinary shares of the company of Directors who held office at the end of the financial year are set 
out in the Directors’ report.
Performance Graph
the company’s performance from June 2007 to March 2010 measured by t otal shareholder return (“tsr”), is compared in the 
chart below with the performance of the Ftse 250 Index (excluding investment trusts) and Ftse aIM all share Index. these are 
considered the most appropriate indices against which to measure performance following the reverse acquisition of Blueheath 
Holdings plc in June 2007, which was at that time listed on aIM, the company’s admission to listing on the official list and to 
trading on the london stock exchange plc’s main market for listed securities in July 2009 and its inclusion in the Ftse 250 Index 
in December 2009. 
tsr is defined as the return a shareholder would receive if they held a notional number of shares and received dividends over 
a period of time. assuming dividends are reinvested into the company’s shares, it measures the percentage growth in the 
company’s share price together with any dividends paid.
reMuneratIon report
continued
TSR since June 2007
0
20
40
60
80
100
120
140
160
180
Jun 07 Sep 07 Dec 07 Mar 08 Jun 08 Sep 08 Dec 08 Mar 09 Jun 09 Sep 09 Dec 09 Mar 10
Booker Group plc FTSE 250 (excluding investment trusts) FTSE AIM All Share  Booker Group plc
annual report & accounts 2010
21
Audited Information
the following information has been audited by the company’s auditors, KpMG audit plc. 
Directors emoluments
the figures below represent the Directors’ remuneration earned as directors of Booker Group plc from 29 March 2008 or from 
date of appointment.
    Basic      Annual Bonus   Benefits in Kind
Total before 
Pension  
Contributions
Pension 
Contributions
2010 
£’000
2009 
£’000
2010 
£’000
2009 
£’000
2010 
£’000
2009 
£’000
2010 
£’000
2009 
£’000
2010 
£’000
2009 
£’000
Executive 
charles Wilson 510 510 – – – – 510 510 77 76
Jonathan prentis 206 206 114 72 26 21 346 299 31 30
Mark aylwin
 1
80 – 44 – 4 – 128 – 12 –
Bryan Drew
 2
206 76 114 27 12 4 332 107 31 10
Bryn satherley
 2
206 76 114 27 29 6 349 109 31 10
Non-Executive 
richard rose 78 77 – – – – 78 77 – –
lord Bilimoria 36 36 – – – – 36 36 – –
andrew cripps 36 36 – – – – 36 36 – –
richard Farr
 3
31 – – – – – 31 – – –
Hans Kristian Hustad
 4
– 9 – – – – – 9 – –
Karen Jones
 5
36 3 – – – – 36 3 – –
Kevin l yon
 6
6 36 – – – – 6 36 – –
Jim McMahon
 4
– 9 – – – – – 9 – –
1,431 1,074 386 126 71 31 1,888 1,231 182 126
1
 appointed to the Board on 9 november 2009
2
 appointed to the Board on 12 november 2008
3
 appointed to the Board on 27 May 2009
4
 resigned from the Board on 9 July 2008
5
 appointed to the Board on 4 March 2009
6
 resigned from the Board on 27 May 2009
the 2009 analysis does not include £443,262.50 due to charles Wilson on 1 april 2008 and charged to the income statement in 
that year. on 28 october 2005, Booker agreed to pay a joining fee to him, part of which was his entitlement to receive this figure, 
provided he was an employee and a director of Booker or one of its associated companies at that date. 22
Booker Group plc
annual report & accounts 2010
Directors’ options
on 3 July 2008, the following Directors were awarded options relating to ordinary shares of the company through participation  
in the psp:
name
Date of
 Grant
Option
 Exercise 
Price (£)
Date from
which Option
 Exercisable
Number of
 Shares
Expiry 
Date
charles Wilson 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
Jonathan prentis 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
Mark aylwin 3 July 2008 nil 3 July 2010 2,000,000 3 July 2018
Bryn satherley 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
Bryan Drew 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
a quarter of the ordinary shares subject to each award will vest on reaching share prices of 28.75p, 30.5p, 34.5p and 46p over 
a consecutive 60 day period. as at the 26 March 2010, three of the four share price targets have now been met. consequently, 
half of the shares will vest in July 2010, with a further quarter vesting in July 2011, subject to continued employment at the dates 
of vesting.
as at 27 March 2009, richard rose held options over 1.8 million ordinary shares of the company. the options were granted prior 
to the reverse acquisition of Blueheath Holdings plc in richard rose’s capacity as executive chairman of the company at that time. 
these options vested on 4 June 2007, the date of the reverse acquisition of Blueheath Holdings plc, and were exercisable before 
7  February 2017 at an option price of 5 pence per share. on 8 July 2009 richard rose exercised all of his options at a price of 
35 pence per share and disposed of 889,718 ordinary shares to meet the exercise cost and paYe income tax and employee’s 
national insurance liabilities that arose in connection with the exercise and retained the remaining 910,282 ordinary shares of the 
company.
on his appointment to the Board on 9 november 2009, Mark aylwin held options over 2.52 million ordinary shares of the 
company. the options, which vested on 4 June 2007, the date of the reverse acquisition of Blueheath Holdings plc, were 
exercisable before 7 February 2017 at an option price of 5 pence per share. on 8 March 2010 Mark aylwin exercised all of his 
options at a price of 43.5195 pence per share and disposed of 1,204,020 ordinary shares to meet the exercise cost and paYe 
income tax and employee’s national insurance liabilities that arose in connection with the exercise and retained the remaining 
1,315,980 ordinary shares of the company.
on 3 July 2008, Jonathan prentis agreed to participate in the sa Ye scheme and was awarded options in respect of 50,321 
ordinary shares. these options will vest on 1 september 2011 and will lapse on 1 March 2012 at an option price of 18.68 pence 
per share, subject to continued employment at the date of vesting.
this report was approved by the Board of Directors on 19 May 2010. 
Lord Bilimoria CBE, DL
Chairman of the Remuneration Committee
 
reMuneratIon report
continued Booker Group plc
annual report & accounts 2010
23
the Directors present their report and audited accounts for the 52 week period ending 26 March 2010. 
Business review 
Information fulfilling the requirements of the Business review is contained in the chief executive’s review and the Group Finance 
Director’s report.
Key performance indicators
the principal KpI’s used to monitor the financial performance of the business are operating profit margin, operating profit, profit after 
tax and levels of net debt relative to plan. other key non-financial measures are customer satisfaction and health and safety.
Results and dividends 
the Group recorded a profit for the period of £47.6m (2009: £39.2m) as shown in the consolidated Income statement for the year 
which is set out on page 27.
the Directors have recommended a final dividend of 1.03 pence per ordinary share. If approved by shareholders at the annual 
General Meeting, this final dividend will be payable on 9 July 2010 to shareholders on the register of members at the close of 
business 4 June 2010. an interim dividend 0.24 pence per share was paid on 27 november 2009.
If the final dividend is approved by shareholders, dividends for the year will total 1.27 pence per ordinary share. 
Interests of directors in contracts
During the year ended 26 March 2010 no Director had any material interest in any significant contract to which the company or 
any subsidiary was a party.
Changes of control
all of the company’s share schemes contain provisions relating to a change of control. outstanding options and awards normally 
vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time. the 
company is not a party to any other significant agreements that take effect, alter or terminate upon a change of control following 
a takeover bid other than its bank facility agreement, which provides that on a change of control the lender, HBos plc shall not be 
obliged to fund a utilisation (except for a rollover loan) and, if it so requires, may cancel its commitment and declare its participation 
in all outstanding utilisations immediately due and payable. Further the company is not party to any agreement with the Directors 
or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or 
otherwise) that occurs as a result of a takeover bid other than with charles Wilson, in that in the event of a change of control of the 
company, charles Wilson has the right to terminate his employment on 30 days notice and to receive a payment equal to his gross 
salary for his contractual notice period.
Directors
the names of those persons serving as directors of the company during the year are set out below. the Directors held office 
throughout the period unless otherwise stated.
charles Wilson   
Jonathan prentis 
Mark aylwin  (appointed 9 november 2009)
Bryan Drew  
Bryn satherley   
richard rose  
lord Bilimoria  
andrew cripps  
richard Farr  (appointed 27 May 2009)
Karen Jones     
Kevin l yon   (resigned 27 May 2009)
Biographical details of the Directors are set out in the section headed Board of Directors. 
In accordance with the company’s articles of association, Mark aylwin, having been appointed since the last annual General 
Meeting will offer himself for re-election. lord Bilimoria, andrew cripps and Jonathan prentis will retire by rotation at the annual 
General Meeting, and being eligible, will offer themselves for re-election.
DIrectors’ report 24
Booker Group plc
annual report & accounts 2010
continued
DIrectors’ report
the company maintains appropriate Directors’ and officers’ liability Insurance in respect of itself and its Directors. 
the Directors may also be indemnified in accordance with the company’s articles of association and to the maximum extent 
permitted by law, although no such indemnities are currently in place. the insurance does not, and any indemnities if granted would 
not, provide cover where the relevant Director or officer has acted fraudulently or dishonestly.
the company prepares a separate corporate Governance report (see pages 11 to 16) and Directors’ remuneration report (see 
pages 17 to 22). 
the interests of the Directors in the ordinary shares of the company were as follows: 
Ordinary Shares 
 in Booker Group plc  
26 March 2010
Ordinary Shares  
in Booker Group plc  
27 March 2009
charles Wilson 123,241,986 123,241,986
Jonathan prentis 15,363,486 22,863,486
Mark aylwin
 1
 1,673,170 n/a
Bryan Drew 16,863,486 22,863,486
Bryn satherley 15,363,486 22,863,486
richard rose 910,282 0
lord Bilimoria
 2
 200,000 200,000
andrew cripps 200,000 200,000
richard Farr
 3
0 n/a
Karen Jones 100,000 50,000
1
 Mark aylwin was appointed to the Board on 9 november 2009. 
2
 on the 11 March 2010 lord Bilimoria pledged 200,000 ordinary shares to sG Hambros Bank limited.
3
 richard Farr was appointed to the Board on 27 May 2009.
Details of the interests of Directors in options over ordinary shares of the company are set out on page 22. 
there have been no changes in the interests of any of the directors between 26 March 2010 and 19 May 2010.
Substantial interests 
the company is aware or has been notified of the following shareholdings of 3% or more of the total voting rights attaching to its 
issued share capital as at 19 May 2010:
%
artemis Investment Management 8.49
charles Wilson 8.10
Morley Fund Investment 7.95
schroder Investment Management 5.63
ameriprise Financial Inc 5.45
aXa Investment Managers 5.07
Blackrock Investment Management (uK) limited 5.00
legal & General Group plc 4.02
cazenove capital Management 3.07
Employees 
It is the Group’s policy to involve employees in the business and to ensure that matters of concern to them, including the Group’s 
aims and objectives and its financial performance, are communicated in an open and regular way. this is achieved through the use 
of business briefings, newsletters and other less formal communications. Booker Group plc
annual report & accounts 2010
25
the Directors encourage employees to become shareholders to improve active participation in and commitment to the Group’s 
success. this policy has been pursued for all employees through the sa Ye scheme. as at the year end 1,055 employees were 
contributing monthly to the sa Ye scheme. 
the promotion of equal opportunities for all employees, including disabled persons, is regarded as an important Group priority. 
applications for employment and promotion of disabled persons are treated on the same basis as those from other applicants 
having regard to aptitude, ability, requirements of the job and experience. the Group’s policy is to seek to continue the employment 
of, and to arrange appropriate training for, employees who have become disabled during the period when they were employed by 
the Group. 
In the year the average number of persons employed by the Group (including Directors) increased from 8,340 to 8,741. the 
increase in the average number of persons employed by the Group was partly due to the insourcing of cleaning services, additional 
operational staff due to the increase in trading activity and as a result of opening a branch in Mumbai, India.
Suppliers 
the Group works closely with its suppliers to ensure the delivery of its policies on product quality and integrity, health and safety, and 
the environment. payments to suppliers are made in accordance with terms and practices agreed with individual suppliers. t rade 
creditors for the Group at the financial year end represented 40 days of purchases (2009: 38 days)
Share capital
as at the date of this Directors’ report, the company’s share capital consisted of 1,494,038,480 issued and fully paid ordinary 
shares with a nominal value of 1 pence per share, listed on london stock exchange. a total of 5,359,400 ordinary shares were 
issued during the year in connection with the exercise of options under the company’s share option schemes. ordinary shares 
may be held in certificated or uncertificated form. Further details of the company’s authorised and issued share capital are set out 
in note 20 to the Financial statements.
at the aGM held in 2009, the company was granted authority by shareholders to purchase up to 148 million ordinary shares, 
representing less than 10% of the company’s ordinary share capital as at 11 June 2009. no ordinary shares were purchased 
pursuant to this authority during the year. this authority will expire at the forthcoming aGM and, in accordance with current best 
practice, the company will seek to renew it.
the rights and obligations attaching to the company’s ordinary shares are contained in the company’s articles of association, 
a copy of which can be viewed on the company’s website or obtained by request to the company secretary. the articles of 
association can only be changed by special resolution passed in a general meeting of shareholders.
each ordinary share carries the right to one vote on a poll at a general meeting of the company. there are no restrictions on 
transfer or limitations on the holding of the ordinary shares, nor are there any requirements for prior approval for their transfer. under 
the articles of association, the Directors have the power to suspend voting rights and the right to receive dividends in respect of 
ordinary shares in circumstances where the holder of those shares fails to comply with a notice issued under section 793 of the 
companies act 2006.
ordinary shares acquired through the company’s share option schemes rank equally with all other ordinary shares in issue and 
have no special rights. Details of share options granted but not exercised or lapsed as at 26 March 2010 are set out in note 23 to 
the Financial statements.
In respect of Directors shareholdings, there are no known arrangements under which financial rights are held by persons other than 
holders of the shares except in respect of lord Bilimoria as described above.
Annual General Meeting
the annual General Meeting of the company will be held at 11:00am on Wednesday 7 July 2010 at Booker branch st pancras,  
106 camley street, elm Village, camden, london nW1 0pF.
the notice of annual General Meeting, which seperately accompanies this document, includes details of the business to be 
transacted at the meeting and contains an explanation of all resolutions to be considered at the annual General Meeting. In 
particular, the opportunity will be taken to propose amendments to the articles of association of the company to take account 
of the coming into force of the companies (shareholders’ rights) regulations 2009, the implementation of the final parts of the 
companies act 2006 and amendments to the uncertificated securities regulations 2001.  26
Booker Group plc
annual report & accounts 2010
continued
DIrectors’ report
Electronic Communications
the company is authorised under its articles of association and pursuant to the companies act 2006 to communicate with 
shareholders or anyone with an indirect interest in shares by making such communication available on its website. the company 
has written to all shareholders to invite them to indicate how they wish to receive copies of the annual report and accounts. 
accordingly, the company will, distribute its printed annual report and accounts only to shareholders who have indicated to the 
company that they wish to receive it in that form. the company will periodically canvas new shareholders on the form in which they 
wish to receive their shareholder communications.
Going concern 
after making enquiries, the Directors have a reasonable expectation that the Group have adequate resources to continue in 
operational existence for the foreseeable future. accordingly, they continue to adopt the going concern basis in preparing the group 
and company financial statements.
Political and charitable contributions 
the Group made no political contributions during the period, nor has it incurred any other political expenditure, either in the uK or 
overseas. staff and Directors have raised £50,835 for 132 local charities across the country. the Group donated £10,000 each to 
caravan and sweet charity. In addition donations totalling £55,498 have been made to charities by colleagues through the ‘Give 
as you earn’ scheme.
Disclosure of information to auditors 
each of the Directors who held office at the date of approval of this Directors’ report confirms that, so far as he or she is aware, 
there is no relevant audit information of which the company’s auditors are unaware and that he or she has taken all the steps that 
he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that 
the company’s auditors are aware of that information. 
Auditors
the company’s auditors, KpMG audit plc, have expressed their willingness to continue in office and a resolution will be proposed 
at the annual General Meeting for their reappointment as the external auditor to the company.
this report was approved by the Board of Directors on 19 May 2010. 
Mark Chilton
Company Secretary
  Booker Group plc
annual report & accounts 2010
27
Note
2010
 £m
2009
 £m
Revenue 3 3,386.9 3,179.2
cost of sales (3,271.9) (3,077.0)
Gross profit 115.0 102.2
administrative expenses (48.4) (44.4)
Operating profit 66.6 57.8
Finance income 6 1.2 7.3
Finance expenses 6 (10.6) (17.9)
Net financing costs 6 (9.4) (10.6)
Profit before tax 4 57.2 47.2
t ax 7 (9.6) (8.0)
profit for the period attributable to the owners of the company 47.6 39.2
Earnings per share (Pence)
Basic 8 3.19p 2.63p
Diluted 8 3.11p 2.63p
 
consolIDateD IncoMe stateMent
For the 52 weeks ended 26 March 2010
For the 52 weeks ended 26 March 2010
consolIDateD stateMent  
oF coMpreHensIVe IncoMe
Note
2010 
£m
2009 
£m
profit for the period 47.6 39.2
actuarial loss on defined benefit plans 18 (32.6) (24.9)
t ax relating to actuarial losses 7,11 9.1 7.0
effective portion of changes in the fair value of cash flow hedge 16 1.4 (4.5)
Ineffective portion of cash flow hedge recycled to consolidated income statement 1.4 –
t ax relating to cash flow hedge 7,11 (0.8) 1.3
Other comprehensive expense (21.5) (21.1)
Total comprehensive income for the period attributable to the owners of the Company 26.1 18.1
  28
Booker Group plc
annual report & accounts 2010
Note
2010
 £m
2009
 £m
ASSETS
Non-current assets
property, plant and equipment 9 59.5 58.2
Intangible assets 10 423.9 423.9
Deferred tax asset 11 17.1 12.3
500.5 494.4
Current assets
Inventories 12 214.1 196.8
t rade and other receivables 13 72.2 63.6
cash and cash equivalents 43.7 20.4
330.0 280.8
Total assets 830.5 775.2
LIABILITIES
Current liabilities
Interest bearing loans and borrowings 15 – (0.2)
t rade and other payables 14 (408.8) (364.8)
current tax (18.0) (20.5)
other financial liabilities 16 (1.6) (11.6)
(428.4) (397.1)
Non-current liabilities
Interest bearing loans and borrowings 15 (36.7) (45.1)
other payables 14 (28.2) (28.2)
retirement benefit liabilities 18 (21.8) (2.0)
provisions 19 (38.2) (39.7)
(124.9) (115.0)
Total liabilities (553.3) (512.1)
Net assets 277.2 263.1
EQUITY
share capital 20 14.9 14.9
share premium account 31.0 30.8
Merger reserve 260.8 260.8
share option reserve 3.0 1.6
Hedge reserve (1.2) (4.0)
retained earnings (31.3) (41.0)
Total equity attributable to equity holders 277.2 263.1
these financial statements were approved by the Board of Directors on 19 May 2010 and were signed on its behalf by:
Charles Wilson    Jonathan Prentis
Director    Director
as at 26 March 2010
consolIDateD Balance sHeet Booker Group plc
annual report & accounts 2010
29
 
2010 
£m
2009 
£m
Cash flows from operating activities
profit before tax 57.2 47.2
Depreciation 14.0 14.7
Finance income (1.2) (7.3)
Finance expenses 10.6 17.9
loss/(profit) on disposal of property, plant and equipment 0.1 (0.2)
equity settled share based payments 1.4 1.4
Increase in inventories (17.3) (12.1)
Increase in debtors (8.6) (9.3)
Increase in creditors 44.6 18.7
Decrease in provisions (3.7) (5.4)
contributions to pension scheme (11.6) (11.0)
Net cash flow from operating activities 85.5 54.6
Interest paid (7.4) (8.7)
partial settlement of interest swap (7.2) –
t ax paid (8.6) (2.4)
Cash generated from operating activities 62.3 43.5
Cash flows from investing activities
acquisition of property, plant and equipment (15.5) (13.9)
sale of property, plant and equipment 0.1 1.4
Interest received – 0.4
Net cash outflow from investing activities (15.4) (12.1)
Cash flows from financing activities
payment of finance lease liabilities (0.2) (0.9)
repayment of borrowings (10.0) (36.1)
Facility arrangement fees – (4.0)
proceeds from issue of ordinary shares 0.2 –
Dividends (13.6) (11.0)
Net cash outflow from financing activities (23.6) (52.0)
Net increase/(decrease) in cash and cash equivalents 23.3 (20.6)
cash and cash equivalents at the start of the period 20.4 41.0
cash and cash equivalents at the end of the period 43.7 20.4
cash and cash equivalents consist of:
cash and cash equivalents 43.7 20.4
Bank overdrafts – –
43.7 20.4
 
For the 52 weeks ended 26 March 2010
consolIDateD casH FloW stateMent  30
Booker Group plc
annual report & accounts 2010
Note
Share 
capital 
£m
Share 
premium 
£m
Merger 
reserve 
£m
Share 
option 
reserve 
£m
Hedge 
reserve 
£m
Retained 
earnings 
£m
Total 
£m
at 27 March 2009 14.9 30.8 260.8 1.6 (4.0) (41.0) 263.1
profit for the period – – – – – 47.6 47.6
Defined benefit plan actuarial losses 18 – – – – – (32.6) (32.6)
effective portion of changes in fair value  
of cash flow hedge 16 – – – – 1.4 – 1.4
Ineffective portion of cash flow  
hedge recycled to consolidated  
income statement – – – – 1.4 – 1.4
t ax relating to components of other 
comprehensive income 7,11 – – – – (0.8) 9.1 8.3
t otal comprehensive income for the period – – – – 2.0 24.1 26.1
shares options exercised – 0.2 – – – – 0.2
share based payments 23 – – – 1.4 – – 1.4
Dividends to shareholders 22 – – – – – (13.6) (13.6)
reserves reclassification – – – – 0.8 (0.8) –
at 26 March 2010 14.9 31.0 260.8 3.0 (1.2) (31.3) 277.2
52 weeks ended 27 March 2009
 
Note
Share 
capital 
£m
Share 
premium 
£m
Merger 
reserve 
£m
Share 
option 
reserve 
£m
Hedge 
reserve 
£m
Retained 
earnings 
£m
Total
 £m
at 29 March 2008 14.9 30.8 260.8 0.2 (1.6) (50.5) 254.6
profit for the period – – – – – 39.2 39.2
Defined benefit plan actuarial losses 18 – – – – – (24.9) (24.9)
effective portion of changes  
in fair value of cash flow hedge 16 – – – – (4.5) – (4.5)
t ax relating to components  
of other comprehensive income 7,11 – – – – 1.3 7.0 8.3
t otal comprehensive income for the period – – – – (3.2) 21.3 18.1
share based payments 23 – – – 1.4 – – 1.4
Dividends to shareholders 22 – – – – – (11.0) (11.0)
reserves reclassification – – – – 0.8 (0.8) –
at 27 March 2009 14.9 30.8 260.8 1.6 (4.0) (41.0) 263.1
 
consolIDateD stateMent  
of chanGes In equIty
52 weeks ended 26 March 2010 Booker Group plc
annual report & accounts 2010
31
1. General information
Overview
Booker Group plc is a public limited company incorporated in the united Kingdom (registration number 05145685). the address of 
the registered office is equity House, Irthlingborough road, Wellingborough, northamptonshire, nn8 1lt . the nature of the Group’s 
operations and its principal activities are set out in the chief executive’s review and Directors’ report.
Basis of accounting
In accordance with eu law (Ias regulation ec 1606/2002), the group financial statements have been prepared in accordance with 
International Financial reporting standards (‘IFrs’) adopted for use in the eu as at 26 March 2010 (‘adopted IFrs’), International 
Financial reporting Interpretations committee (‘IFrIc’) interpretations and those parts of the companies act 2006 applicable 
to companies reporting under IFrs. the company has elected to prepare its parent company accounts in accordance with uK 
Generally accepted accounting principles (‘uK Gaap’); these are presented on pages 55 to 58.
the group financial statements consolidate those of the company and its subsidiaries (together referred to as the ‘Group’).  
the parent company financial statements present information about the company as a separate entity and not about its group.
Accounting standards adopted in the period
Ias 1 “presentation of Financial statements” (revised september 2007) was adopted during the period. this results in a number of 
terminology changes and changes in presentation and disclosure, including presenting a consolidated statement of comprehensive 
income to replace the consolidated statement of recognised income and expense, and the inclusion of a consolidated statement of 
changes in equity. there is no impact to the financial statements other than presentation.
IFrs 8 “operating segments” was adopted during the period. adoption of this standard has not led to any changes in reporting and 
the financial statements are presented as a single reportable segment. More details are presented in the accounting policies.
there have been no further alterations made to the accounting policies as a result of considering all amendments to IFrs and IFrIc 
interpretations that became effective during the financial period as these were considered to be immaterial to the Group’s operations 
or were not relevant.
New IFRS and amendments to IAS and interpretations
there are a number of standards and interpretations issued by the International accounting standards Board that are effective for 
financial statements after this reporting period. the following have not been adopted by the Group:
International Financial Reporting Standards
Effective for
accounting periods 
starting on or after
Ias 39 embedded derivatives (amendment) 30 June 2009
IFrs 1 First time adoption of IFrs (revised) 1 July 2009
Ias 27 * consolidated and separate financial statements (amended) 1 July 2009
Ias 39 Financial instruments: recognition and measurement: eligible hedged items 1 July 2009
IFrs 3 * Business combinations (revised) 1 July 2009
IFrs 2 Group cash-settled share-based payment transactions (amendment) 1 January 2010
IFrs 1 additional exemptions for first time adopters (amendment) 1 January 2010
International Financial Reporting Interpretations Committee
IFrIc 9 embedded derivatives (amendment) 30 June 2009
IFrIc 17 Distribution of non-cash assets to owners 1 July 2009
IFrIc 18 t ransfers of assets from customers 1 July 2009
* these standards and interpretations have been endorsed by the european union.
the application of these standards and interpretations is not anticipated to have a material effect on the Group’s  
financial statements.
notes to tHe Group FInancIal stateMents 32
Booker Group plc
annual report & accounts 2010
1. General information continued
Basis of preparation
the financial statements are presented in sterling and rounded to the nearest hundred thousand. they are prepared on the historical 
cost basis except that financial instruments and retirement benefit assets and liabilities are stated at their fair value. the financial 
statements for the current and prior period have been prepared for a 52 week period to reflect internal management reporting.
Basis of consolidation
subsidiaries are entities controlled by the Group. control exists when the Group has the power, directly or indirectly, to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights 
that are currently exercisable or convertible are taken into account. the financial statements of subsidiaries are included in the 
consolidated financial statements from the date that control commences until the date that control ceases.
Going concern
the Directors consider that the risks noted in the Directors’ report are those known to the Directors at the date of such report 
which the Directors consider to be material to the Group but these do not necessarily comprise all risks to which the Group is 
exposed. In particular, the Group’s performance could be adversely affected by poor economic conditions. additional risks and 
uncertainties currently unknown to the Directors, or which the Directors currently believe are immaterial, may also have a material 
adverse effect on the business, financial condition or prospects of the Group.
the Group’s forecasts and projections, taking account of possible changes in trading performance and considering the risks 
identified, show that the Group should be able to operate within the level of its current facility. after making enquiries, the Directors 
have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable 
future. accordingly, they continue to adopt the going concern basis in preparing the group and company financial statements.
Use of assumptions and estimates
the preparation of accounts in accordance with generally accepted accounting principles requires the Directors to make 
judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income 
and expenses. the estimates and associated assumptions are based on historical experience and various other factors that are 
believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying 
values of assets and liabilities that are not readily apparent from other sources. actual results may differ from these estimates.
these estimates and underlying assumptions are reviewed on an ongoing basis. revisions to accounting estimates are recognised 
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods 
if the revision affects both current and future periods. 
some of these policies require a high level of judgement and the Directors and the audit committee believes that the most critical 
accounting policies and significant areas of judgement and estimation arise from the accounting for:
Ias19 ‘employee benefits’. Defined benefit schemes are accounted for in accordance with the advice of an independent qualified •	
actuary but significant judgements are required in relation to the assumptions for future salary and pension increases, inflation, 
investment returns and mortality that underpin their valuations.
Ias37 ‘provisions, contingent liabilities and contingent assets’. the Group is party to a number of leases on properties that are •	
no longer required for trading. Whilst every effort is made to profitably sub-let these properties, it is not always possible. Where 
a lease is onerous to the Group, a provision is established for the difference between amounts contractually payable to the 
landlord and amounts contractually receivable from the tenant (if any) for the period up until the point it is judged that the lease 
will no longer be onerous. In addition, provisions exist for the expected future dilapidation cost on leasehold properties and the 
expected future costs of removing asbestos from leasehold properties. the Directors believe that their estimates, which are 
based upon the advice of an in house property department who monitor the uK property market, are appropriate. 
Ias36 ‘Impairment of assets’. In testing for impairment of goodwill, the Directors have made certain assumptions concerning •	
the future development of the business that are consistent with its annual budget and forecast into perpetuity. should these 
assumptions regarding the discount rate or growth in the profitability be unfounded then it is possible that goodwill included in 
the balance sheet could be impaired. at 26 March 2010, the Directors do not consider that any reasonably likely changes in key 
assumptions would cause the carrying value of the goodwill to become impaired.
Ias12 ‘Income t axes’. In applying the Group’s accounting policy in relation to deferred tax, as set out below, the Directors are •	
required to make assumptions regarding the Group’s ability to utilise historical tax assets following an assessment of the likely 
quantum and timing of future taxable profits. a deferred tax asset is recognised to the extent that the Directors are confident that 
the Group’s future profits will utilise historical tax assets.
 
 
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
33
2. Accounting policies
the accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these 
group financial statements. 
Business combinations and goodwill
subject to the transitional relief in IFrs 1, all business combinations are accounted for by applying the purchase method. Goodwill 
represents amounts arising on acquisition of subsidiaries. In respect of business acquisitions that have occurred since 1 april 2006, 
goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and contingent 
liabilities acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of 
whether those rights are separable.
Goodwill is capitalised and is subject to an impairment review, both annually and when there are indications that its carrying value 
may not be recoverable. 
on 4 June 2007 the company, then named Blueheath Holdings plc, became the legal parent company of Giant t opco limited in 
a share-for-share transaction. Due to the relative values of the companies, the former Giant t opco limited shareholders became 
the majority shareholders with 90.36% of the enlarged share capital. as part of the business combination Blueheath Holdings plc 
changed its name to Booker Group plc and changed its accounting reference date to 31 March. Following the transaction the 
company’s continuing operations and executive management were predominantly those of Giant t opco limited.
IFrs 3 ‘Business combinations’ defines the acquirer in a business combination as the entity that obtains control. accordingly, the 
combination was accounted as a reverse acquisition i.e. as if Giant t opco limited had acquired Blueheath Holdings plc in return for 
consideration equal to the fair value of the shares issued.
Cash and cash equivalents
cash and cash equivalents comprise cash balances and deposits repayable on demand. Bank overdrafts that are repayable on 
demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for 
the purpose only of the statement of cash flows.
Cost of sales
cost of sales represents all costs incurred up to the point of sale including the operating expenses of the trading outlets.
Employee benefits
Defined contribution plans
obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement  
as incurred.
Defined benefit plans
the Group’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that 
employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present 
value, and the fair value of any plan assets (at bid price) is deducted. the liability discount rate is the yield at the balance sheet 
date on aa credit rated bonds that have maturity dates approximating to the terms of the Group’s obligations. the calculation is 
performed by a qualified actuary using the projected unit credit method.
all actuarial gains and losses as at 1 april 2006, the date of transition to adopted IFrss, were recognised. In respect of actuarial 
gains and losses that arise subsequent to 1 april 2006 the Group recognises them in the period they occur directly in other 
comprehensive income.
Where the calculation results in a benefit to the Group, the asset recognised is limited to the present value of any future refunds from 
the plan or reductions in future contributions to the plan.
the expected return on pension scheme assets (recorded net of the costs to administer the scheme) and the interest on pension 
scheme liabilities are shown in net finance costs within the income statement.
Short-term benefits
short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is 
provided. a provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the 
Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and 
the obligation can be estimated reliably. 34
Booker Group plc
annual report & accounts 2010
2. Accounting policies continued
Financial instruments
Cash flow hedges
the Group uses a cash flow hedge to manage its exposure to interest rate risks arising from financing activities and they are stated 
at fair value. the fair value is the estimated amount the Group would receive or pay to terminate these instruments at the balance 
sheet date, taking into account current interest rates and the current creditworthiness of the instruments’ counterparties. changes 
in the fair value, that are designated and effective as hedges of the future volatility of interest expense, are recognised directly in other 
comprehensive income. the ineffective portion is recognised in the income statement.
Financial instruments issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions: 
they include no contractual obligations upon the group to deliver cash or other financial assets or to exchange financial assets a. 
or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and 
where the instrument will or may be settled in the company’s own equity instruments, it is either a non-derivative that includes b. 
no obligation to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the 
company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
t o the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so 
classified takes the legal form of the company’s own shares, the amounts presented in these financial statements for called up share 
capital and share premium account exclude amounts in relation to those shares. 
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with 
financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.
Foreign currency
t ransactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets 
and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at 
that date. Foreign exchange differences arising on translation are recognised in the income statement. non-monetary assets and 
liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the 
transaction.
Guarantees
third party property guarantees are recognised as a financial liability under Ias 37 “provisions, contingent liabilities and contingent 
assets”. these are measured and recognised at fair value. these property guarantees are included within “provisions” on the 
balance sheet.
Impairment 
the carrying values of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date 
to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated 
and compared to the carrying amount.
an impairment loss is recognised to the extent that the carrying value of an asset exceeds its recoverable amount and is recognised 
in the income statement.
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
35
Inventories
Inventories are stated at the lower of cost and net realisable value. cost is based on the weighted average principle and includes 
certain warehousing and distribution costs incurred in bringing the inventory to their existing location less supplier volume rebates. 
net realisable value is the estimated selling price less the estimated costs of disposal.
Interest bearing borrowings
Interest bearing borrowings are recognised in the balance sheet at amortised cost. costs associated with extending the bank facility 
are recognised in the income statement over the life of the facility. unamortised fees outstanding in relation to the replaced lender 
have been written off, whilst those relating to the remaining lender have been rolled forward and will be amortised over the extended 
facility. all other borrowing costs are recognised in the income statement in the period in which they are incurred.
Leases
Operating lease payments
payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. 
Where a lease has a minimum fixed increase, the total minimum lease payments are spread over the lease term. the total amount 
payable over the life of the lease remains unchanged but the timing of the income statement charge changes. the excess of the rent 
charged over the cash payment in any period will be held on the balance sheet within “accruals and deferred income”.
lease incentives received are recognised in the income statement as an integral part of the total lease expense. 
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. the finance 
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining 
balance of the liability.
Net financing costs
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. the prior period 
interest income includes a discount on the buyback of debt.
Operating segments
IFrs 8 “operating segments” requires that the segments should be reported on the same basis as the internal reporting information 
that is provided to the chief operating decision maker. the chief operating decision maker has been identified as the ceo. Internal 
reports reviewed regularly by the ceo focus on the operations of the Group as a whole and do not identify individual operating 
segments. Whilst turnover is reported by customer and product type, it is not possible to analyse profitability and balance sheets in 
this way. products flow through the same distribution channels and there are a large amount of expenses and assets/ (liabilities) that 
are not specific. none of these possible segments have a unique management structure responsible for getting the product from the 
supplier to the customer. the Directors therefore present the financial statements as a single reportable segment.
Property, plant and equipment
property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of 
property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. 
labour and associated costs that have been incurred specifically on the ‘extra’ branch conversions have been capitalised in 
leasehold improvements and are being depreciated over the lesser of 10 years or the number of years remaining on the lease.
leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance 
leases. Where land and buildings are held under leases the accounting treatment of the land is considered separately from that of 
the buildings. leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the 
present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. 
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of 
property, plant and equipment. Freehold land is not depreciated. the estimated useful lives are as follows:
leasehold improvements   lesser of the unexpired term of the lease and 50 years •	
plant and equipment   3-10 years •	
Motor vehicles    4 years •	 36
Booker Group plc
annual report & accounts 2010
2. Accounting policies continued
Provisions
a provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past 
event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, 
provisions are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax rate that reflects the time value 
of money and the risks specific to the liability.
Revenue 
revenue is recognised when goods are received by the customer and the risks and rewards of ownership have passed to them. 
revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods net of 
discounts, volume rebates and value added tax. Discounts are accounted for in the period they are earned. provision is made for 
expected customer returns.
Share based payments
the Group has issued equity settled share based payments to certain employees in exchange for services rendered by them. the 
fair value is measured using an option valuation model at the date of grant and is recognised as an employee expense over the 
period in which the employees become unconditionally entitled to the options, with a corresponding increase in equity, shown in 
a separate share option reserve. this valuation is based on estimates of the number of options that will eventually vest, taking into 
account service conditions and market performance.
the dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Supplier rebates
supplier allowances and credits are recorded as a reduction of cost of sales as they are earned according to the underlying 
agreement. allowances consist primarily of promotional allowances, quantity discounts and payments under merchandising 
agreements. amounts received under promotional or other merchandising allowance agreements that require specific performance 
are recognised when the performance is satisfied, the amount is fixed and determinable and the collection is reasonably assured. 
Taxation
t ax expense included in the Income statement comprises current and deferred tax.
current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at 
the balance sheet date, and any adjustment to tax payable in respect of previous periods.
t ax is recognised in the income statement except to the extent it relates to items recognised directly in equity, in which case it is 
recognised in equity.
Deferred tax is provided using the Balance sheet liability method, providing for temporary differences between the carrying amounts 
of assets (excluding goodwill) and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred 
tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred 
tax is charged or credited in the Income statement, except when it relates to items charged or credited directly to equity, in which 
case deferred tax is also dealt with in equity. Deferred tax assets are only recognised to the extent that, following an assessment of 
the quantum and timing of future taxable profits, it is probable that future taxable profits will be available against which deductible 
temporary differences can be utilised.
the carrying amount of deferred tax assets is reviewed at each balance sheet date and the amount which is recognised is increased 
or reduced to the extent that it is then probable or no longer probable that sufficient taxable profits will be available to allow all or part 
of the asset to be recovered. Deferred tax assets and liabilities are offset against each other when they relate to income taxes levied 
by the same tax jurisdiction and when the Group intends to settle its current tax assets and liabilities on a net basis.
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
37
3. Revenue
2010 
£m
2009 
£m
non tobacco 2,091.3 1,954.7
t obacco 1,295.6 1,224.5
3,386.9 3,179.2
4. Proﬁt before tax
this is stated after charging/(crediting):
2010 
£m
2009
 £m
operating lease rentals – land and buildings 40.4 40.1
operating lease rentals – plant and machinery 7.4 6.8
Depreciation of property, plant and equipment 14.0 14.7
loss/(profit) on disposal of property, plant and equipment 0.1 (0.2)
Impairment/(write-back) to net realisable value of inventories 1.2 (1.2)
During the period the Group incurred the following costs for services provided by the company’s auditors:
audit of these financial statements 0.1 0.1
audit of financial statements of subsidiaries pursuant to legislation 0.2 0.2
other services 0.2 0.1
0.5 0.4
5. Staff numbers and costs
the average number of persons employed by the Group (including Directors) during the period, was as follows:
2010 
Number
2009
 Number
Branch, distribution and selling 8,282 7,918
administration 459 422
8,741 8,340
the increase in the average number of persons employed by the Group was partly due to the insourcing of cleaning services, 
additional operational staff due to the increase in trading activity and as a result of opening a branch in Mumbai. 
the aggregate payroll costs of these persons were as follows: £m £m
Wages and salaries 139.1 129.3
social security costs 14.1 11.6
equity settled share based payments 1.4 1.4
other pension costs 3.1 3.1
157.7 145.4
Details of Directors’ remuneration are provided in the remuneration report. 38
Booker Group plc
annual report & accounts 2010
6. Finance income and expense 
2010 
£m
2009 
£m
expected return on pension scheme assets 30.0 32.3
Interest on pension scheme liabilities (28.8) (31.5)
t ransfer from legacy pension scheme – 1.3
net income attributable to pension scheme 1.2 2.1
Interest receivable and similar income – 0.4
Discount on debt buyback – 4.8
Finance income 1.2 7.3
Interest on bank loans and overdrafts (6.8) (7.2)
loss on re-measurement of interest rate swap to fair value (net of recycling from hedge reserve) – (5.1)
unwinding of discount on provisions (2.2) (2.7)
amortisation of financing costs (1.6) (2.9)
Finance expense (10.6) (17.9)
Net financing costs (9.4) (10.6)
7. Tax
i) Analysis of charge in the period
2010 
£m
2009
 £m
Arising in respect of current period
current tax 10.5 10.4
Deferred tax 4.4 1.6
14.9 12.0
Arising in respect of prior periods
adjustments in respect of prior periods (4.4) (4.0)
Benefit of recognition of deferred tax asset (0.9) –
(5.3) (4.0)
Total tax charge 9.6 8.0
uK corporation tax is calculated at 28% (2009: 28%) of the estimated assessable profit for the period. t axation in other jurisdictions 
is calculated at the rates prevailing in respective jurisdictions.
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
39
ii) Reconciliation of effective tax rate
the differences between the total tax charge shown above and the amount calculated by applying the standard rate  
of uK corporation tax to the profit before tax is as follows:
2010 
£m
2009 £
m
profit before tax 57.2 47.2
t ax using the current uK corporation tax rate of 28% (2009: 28%) 16.0 13.2
non deductible expenses 1.4 1.4
recognition of previously unrecognised temporary differences (3.4) (2.6)
adjustments in respect of prior periods (4.4) (4.0)
t otal tax charge 9.6 8.0
effective tax rate 16.8% 16.9%
iii) Tax relating to components of other comprehensive income
2010
 £m
2009 
£m
Deferred tax credit/(charge) on:
retirement benefit obligations 9.1 7.0
cash flow hedge (0.8) 1.3
8.3 8.3
8. Earnings per share
Basic earnings per share are calculated by dividing the profit after tax by the weighted average number of ordinary shares outstanding 
during the period.
Diluted earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding 
share options and dilutive shares issuable under the Group’s share plans.
2010 2009
Earnings 
£m
 Weighted 
average 
shares 
Number m
 Earnings 
per share 
Pence
Earnings 
£m
 Weighted 
average 
shares 
Number m
Earnings 
per share 
Pence
Basic eps 47.6 1,491.2 3.19 39.2 1,488.4 2.63
share options – 36.8 (0.08) – 4.2 –
Diluted eps 47.6 1,528.0 3.11 39.2 1,492.6 2.63
as at the 26 March 2010, three of the four share price targets have now been met. consequently, half of the shares will vest in  
July 2010, with a further quarter vesting in July 2011, subject to continued employment at the dates of vesting.
the number of shares included in the diluted eps in relation to the sa Ye and the share option schemes has been calculated in 
accordance with Ias 33 “earnings per share”. 40
Booker Group plc
annual report & accounts 2010
9. Property, plant & equipment
Freehold 
£m
Long 
Leasehold 
£m
Short 
Leasehold 
£m
Plant & 
Equipment 
£m
Motor 
Vehicles 
£m
Total 
£m
Cost
at 28 March 2008 0.6 5.3 36.1 210.8 10.2 263.0
additions – 4.3 – 9.6 – 13.9
Disposals (0.3) – (0.1) (2.4) (3.6) (6.4)
reclassifications – 0.8 – (0.8) – –
at 27 March 2009 0.3 10.4 36.0 217.2 6.6 270.5
additions – 5.9 0.3 9.3 – 15.5
Disposals (0.2) – (0.8) (3.0) (0.3) (4.3)
reclassifications – 0.2 – (0.2) – –
At 26 March 2010 0.1 16.5 35.5 223.3 6.3 281.7
Depreciation
at 28 March 2008 – 0.6 21.9 171.2 9.1 202.8
provided during the period – 0.4 1.5 12.4 0.4 14.7
Disposals – – (0.1) (1.5) (3.6) (5.2)
at 27 March 2009 – 1.0 23.3 182.1 5.9 212.3
provided during the period – 1.2 1.6 11.0 0.2 14.0
Disposals – – (0.8) (3.0) (0.3) (4.1)
At 26 March 2010 – 2.2 24.1 190.1 5.8 222.2
Net book value
At 26 March 2010 0.1 14.3 11.4 33.2 0.5 59.5
at 27 March 2009 0.3 9.4 12.7 35.1 0.7 58.2
at 28 March 2008 0.6 4.7 14.2 39.6 1.1 60.2
the cost of freehold properties includes land of £0.1m (2009: £0.3m) on which depreciation is not provided.
the net book value of plant and equipment includes £nil (2009: £0.2m) in respect of assets held under finance leases. 
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
41
10. Intangible assets
Goodwill 
£m
Cost and net book value
at 27 March 2009 and 26 March 2010 423.9
the Group is required to test its goodwill for impairment at least annually, or more frequently if indicators of impairment exist. 
Impairment reviews compare the carrying value of the goodwill contained in each cash generating unit (‘cGu’) with its recoverable 
amount.
Goodwill arose in the Group following the acquisitions of the Big Food Group limited by Giant t opco limited in 2005 and the 
reverse acquisition of Blueheath Holdings plc in 2007. the Directors believe that only one cash generating unit (‘cGu’) now exists 
within the Group as all aspects of its operations are interdependent on each other. the operations of Blueheath are now fully 
integrated with those of the cash and carry business.
the recoverable amount of the cGu is considered to be its value in use, calculated by reference to the Group’s pre tax cash flow 
projections based on the Group’s approved budget for 2011 and plan for 2012. cash flows beyond this period are extrapolated into 
perpetuity using an estimated growth rate of 2% (2009: 2%), being the Directors’ estimated view of the long term compound growth 
in the economy. this is considered appropriate because the cGu is considered to be a long term business.
the main assumptions on which the forecast cash flows were based include the level of sales, gross margin and expenses within 
the business and have been set by the Directors based on their past experience of the business and its industry together with their 
future plans for the business and expectations of the market. the level of sales depends upon the size of the markets in which the 
Group operates together with the Directors’ estimations of its market share and competitive pressures. Gross margin is dependent 
upon the net costs to the business of purchasing products together with the level of supplier rebates and income to support 
sales activities. expenses are based on the current cost base of the Group adjusted for variable costs and known plans for the 
business. 
a pre tax discount rate of 11.2% (2009: 13.5%) has been applied to the projected cash flows. the discount rate reflects the market 
assumptions for the risk free rate and equity risk premium and also takes into account the cost of debt. 
a sensitivity analysis has been performed in order to review the impact of changes in key assumptions. With all other assumptions 
held constant, a 5% increase in the pre tax discount rate to 16.2% or a decline in growth of -5.0% does not identify that an 
impairment is required.
the Directors believe that the assumptions on which the carrying value of goodwill is supported are reasonable and that no 
impairment to goodwill is required. 42
Booker Group plc
annual report & accounts 2010
11. Deferred tax assets and liabilities
Recognised deferred tax assets/(liabilities)
the following are the major deferred tax assets/(liabilities) recognised by the Group:
Decelerated 
tax 
depreciation 
£m
Short term 
timing 
differences 
£m
Retirement 
benefits 
IAS 19 
£m
Property 
leases  
IAS 17 
£m
Financial 
instruments 
IAS 39 
£m
Share based 
payments 
IFRS 2 
£m
Total 
£m
at 28 March 2008 4.8 – (2.7) 3.0 0.5 – 5.6
(charge)/credit  
to the income statement – – (3.7) 0.3 1.4 0.4 (1.6)
credit/(charge) to equity – – 7.0 – 1.3 – 8.3
at 27 March 2009 4.8 – 0.6 3.3 3.2 0.4 12.3
credit/(charge)  
to the income statement 0.9 0.5 (3.6) 0.3 (2.0) 0.4 (3.5)
credit/(charge) to equity – – 9.1 – (0.8) – 8.3
at 26 March 2010 5.7 0.5 6.1 3.6 0.4 0.8 17.1
Ias 12 ‘Income t axes’ permits the offsetting of balances within the same tax jurisdiction. all of the deferred tax assets were 
available for offset against deferred tax liabilities.
Unrecognised deferred tax assets
Based on an assessment of the quantum and timing of future taxable profits, deferred tax assets have not been recognised in 
respect of the following:
2010
 £m
2009 
£m
property, plant and equipment 3.0 5.6
t ax losses 12.6 13.2
surplus act carried forward 30.0 30.0
45.6 48.8
the amounts of unrecognised deferred tax assets disclosed in the above table represent net amounts. at the balance sheet date 
the Group had surplus unclaimed capital allowances of £31m (2009: £37m) of which £10m (2009: £20m) are not recognised. 
the Group also has unutilised tax trading losses of £33m (2009: £35m), unutilised non trading losses of £12m (2009: £12m) and 
surplus act of £30m (2009: £30m), all of which are not recognised on the basis that recovery is not probable. there are no expiry 
dates attributed to any of the above.
the Group does not have any unremitted overseas earnings.
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
43
12. Inventories
2010 
£m
2009 
£m
Goods held for resale 214.1 196.8
the amount of inventories recognised as an expense during the period was £3,271.9m (2009: £3,077.0m).
13. Trade and other receivables
2010 
£m
2009 
£m
t rade receivables 37.2 32.7
allowance for doubtful debts (3.8) (3.8)
33.4 28.9
prepayments and accrued income 38.8 34.7
72.2 63.6
t rade receivables of £33.4m (2009: £28.9m) comprise principally of amounts receivable from the sale of goods and are classified 
as loans and receivables in note 16.
the movement in the allowance for doubtful debts is as follows:
2010 
£m
2009
 £m
at start of period 3.8 3.4
utilised in the period (0.7) (1.3)
charged to income statement 0.7 1.7
3.8 3.8
14. Trade and other payables 
2010 
£m
2009
 £m
i) Current
t rade payables 357.7 321.1
other taxes and social security costs 20.0 11.5
other payables 5.2 5.3
accruals and deferred income 25.9 26.9
408.8 364.8
ii) Non-Current
accruals and deferred income 28.2 28.2
t rade payables, other taxes and social security costs and other payables of £382.9m (2009: £337.9m) are classified under 
financial liabilities in note 16.
the non-current accruals and deferred income relate mainly to lease incentives and guaranteed minimum lease payments. 44
Booker Group plc
annual report & accounts 2010
15. Interest bearing loans and borrowings
a) Summary  
2010 
£m
2009 
£m
Bank loan 40.0 50.0
obligations under finance leases – 0.2
40.0 50.2
less: unamortised arrangement fees (3.3) (4.9)
36.7 45.3
current liabilities – 0.2
non-current liabilities 36.7 45.1
36.7 45.3
b) Borrowings contractually repayable
2010 
£m
2009
 £m
on demand or within one year – 0.2
Between one and two years – –
Between two to five years 40.0 50.0
40.0 50.2
c) Obligations under finance leases
2010 
£m
2009
 £m
the maturity of these amounts is as follows:
Within one year – 0.2
there is no material difference between the net amounts payable under finance leases disclosed above and the gross amounts 
including interest payments.
d) Borrowing facilities
the Group held at 26 March 2010 a £40.0m bank loan and a £146.0m revolving credit facility available until June 2012. these 
facilities are provided by HBos plc and Barclays plc. the bank loan and revolving credit facility are secured against the assets of the 
Group. there are cross guarantees between all Group companies (other than dormant subsidiaries). the bank loan and revolving 
credit facility bear floating interest rates linked to lIBor plus a margin of 2.0% to 2.6%. In the event of default of covenants on the 
bank facility, the principal amounts and any interest accrued are repayable on demand.
2010 
£m
2009 
£m
Bank loan repayable 40.0 50.0
Facility available 146.0 146.0
Bank guarantees (30.7) (31.3)
overdraft – –
undrawn facility available 115.3 114.7
of the £146.0m facility available, £32.9m (2009: £32.9m) related to bank guarantees. 
subsequent to the year end, bank guarantees of £10.0m were released and the revolving credit facility was reduced to £136.0m.
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
45
16. Financial instruments
Details of significant accounting policies and methods adopted, including the basis of measurement and the basis on which income 
and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in 
note 2.
the book value and fair value of the financial instruments are as follows:
           Book value            Fair value
Note
2010
 £m
2009
 £m
2010 
£m
2009
 £m
Financial assets
loans and other receivables 33.4 28.9 33.4 28.9
cash and cash equivalents 43.7 20.4 43.7 20.4
77.1 49.3 77.1 49.3
Financial liabilities
other financial liabilities a (1.6) (11.6) (1.6) (11.6)
Borrowings b (40.0) (50.2) (37.7) (47.5)
t rade and other payables (382.9) (337.9) (382.9) (337.9)
property guarantees c (4.0) (4.0) (4.0) (4.0)
(428.5) (403.7) (426.2) (401.0)
loans and other receivables represent amounts receivable from the sale of goods, together with amounts due from rebates (see 
note 13) and are initially measured at fair value and then subsequently held at amortised cost.
Fair values have been calculated as follows:
estimated by discounting estimated future cash flows based on the applicable yield curves derived from quoted interest rates a. 
based on discounted expected future principal and interest cash flows b. 
estimated by discounting estimated future cash flows based on the terms and maturity and risk of each guarantee crystallising c. 
the following is an analysis of the undiscounted contractual cash flows payable under financial liabilities:
Due within 
1 year 
£m
Due between 
1 and 2 years 
£m
Due between 
2 and 3 years 
£m
Due between 
3 and 4 years 
£m
Over 4 years 
£m
2010
Financial instruments 1.6 – – – –
Borrowings – – 40.0 – –
t rade and other payables 382.9 – – – –
384.5 – 40.0 – –
2009
Financial instruments 4.7 3.8 1.6 1.4 –
Borrowings 0.2 – – 50.0 –
t rade and other payables 337.9 – – – –
342.8 3.8 1.6 51.4 –
It is not possible to quantify the timing of the cash flows relating to the property guarantees.
the undiscounted cash flows for borrowings differ from their carrying value in the balance sheet due to the inclusion of contractual 
interest payments and the adjustment for non cash items including unamortised borrowing costs. the undiscounted cash flows for 
financial instruments reflect the amounts payable on these instruments which differs from the fair value recorded on the balance 
sheet. there is no difference between the discounted and undiscounted cash flows associated with trade payables due to their 
short term nature. 46
Booker Group plc
annual report & accounts 2010
16. Financial instruments continued
Credit risk
the Group is predominantly a cash sales business with low levels of trade receivables in comparison to total sales for the year and 
has no significant concentration of credit risk, with exposure spread over a large number of customers. It is the Group’s policy that 
all customers who wish to trade on credit terms are subject to credit verification procedures. the Group has an accounting policy 
to provide for certain overdue trade receivables based on past experience, and believe that there are no significant unprovided 
overdue financial assets.
Liquidity risk
the Group will finance operations and growth from existing cash resources, finance leases and committed borrowing facilities to ensure 
the constant availability of an appropriate amount of reasonably priced funding to meet both current and future forecast requirements.
Interest rate risk
the Group is exposed to interest rate risk as it has bank borrowings with a floating interest rate. this risk is managed by the use 
of interest rate contracts so that the exposure is either on a fixed rate basis or is subject to movements within predefined limits. at 
the start of the year the Group was party to an instrument with a notional value of £130m designated as 13 tranches of £10m. the 
various components of the instrument were:
an interest swap at 4.98% maturing in 2011 •	
cap and floor options maturing in 2011 which effectively set a collar between 4.25% and 5.68% but if lIBor falls below 4.25% •	
the floor rises to 5.21%
an option at 4.98% exercisable by the lender in March 2011 for 2 years •	
on 12 June 2009, the terms of the interest rate swap were amended, to reflect the Group’s current and expected level of debt. the 
option caps, the floor and the extension option were removed and the amount of interest rate swap was reduced from £130m to 
£50m. the interest rate swap remains at 4.98%. £10m of the interest rate swap expired in March 2010 with the remaining £40m 
expiring in March 2011. the Group spent £7.2m in settlement of this liability, which is shown separately in the consolidated cash 
flow statement.
2010 
£m
2009
 £m
Interest rate swap designated and effective as cash flow hedging instrument (1.6) (3.9)
Interest rate swap carried at fair value through the income statement – (7.7)
current liabilities (1.6) (11.6)
the movement in the fair value is as follows:
at start of period (11.6) (2.0)
effective portion of changes in the fair value of interest rate hedge 1.4 (4.5)
Ineffective hedge transferred to the income statement 1.4 –
net loss on re-measurement of interest rate swap to fair value through the income statement – (5.1)
cash settlement 7.2 –
at end of period (1.6) (11.6)
a table showing the period cash flows associated with the interest rate contracts is shown on the previous page.
the impact on the income statement is considered to be equivalent to the impact on cash flows.
sensitivity analysis has been based on the exposure to interest rates on the borrowings that were outstanding at the balance sheet 
date and taking into account the financial instruments. as the only borrowings outstanding are £40m of bank loans and these are 
hedged at 4.98%, changes to lIBor will not affect the interest charge on the bank loans.
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
47
Capital risk
the Group’s objectives when managing capital are:
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders  •	
and benefits for other stakeholders; and
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. •	
t he Group sets the amount of capital in proportion to risk. t he Group manages the capital structure and makes adjustments to it in 
the light of changes in economic conditions and the risk characteristics of the underlying assets. In assessing the level of capital all 
components of equity are taken into account (i.e. share capital and retained earnings). the Group has £7.0m of net cash as at 26 
March 2010 and is not subject to externally imposed capital requirements. Management of capital therefore focuses around its ability 
to generate cash from its operations.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital 
to shareholders, issue new shares, or sell assets to raise funds. the Group believes it is meeting its objectives for managing capital 
as funds are available for reinvestment where necessary as well as being in a position to make returns to shareholders where this 
is felt appropriate.
Foreign currency risk
less than 1% of purchases are denominated in foreign currencies and all sales are denominated in sterling. the Directors do not 
consider that the Group has significant exposure to movements in foreign exchange and the Group does not hold any foreign 
exchange contracts.
17. Analysis of net (debt)/cash
At 27 March 2009 
£m
Cash flow 
£m
Non cash items 
£m
At 26 March 2010 
£m
cash and cash equivalents 20.4 23.3 – 43.7
Finance leases (0.2) 0.2 – –
Bank loans (50.0) 10.0 – (40.0)
unamortised arrangement fees 4.9 – (1.6) 3.3
(45.3) 10.2 (1.6) (36.7)
net (debt)/cash (24.9) 33.5 (1.6) 7.0
cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months 
or less. the carrying amount of these assets approximates their fair value. 48
Booker Group plc
annual report & accounts 2010
18. Post employment beneﬁts
the Group operates a variety of post employment benefit arrangements, covering both funded defined benefit and funded 
defined contribution schemes to provide benefits to both full-time and part-time employees. 
Defined contribution schemes
pension contributions of £3.1m (2009: £3.1m) were charged to defined contribution schemes in the period. Included within 
accruals is £0.3m (2009: £0.3m) of outstanding pension contributions.
Defined benefit schemes
the Booker pension scheme (‘the scheme’) is a funded pension arrangement based on final salary and was closed to new 
entrants in october 2001 with benefits ceasing to accrue from July 2002. However, active members’ benefits retain a link to 
their final salaries. the assets of the scheme are held separately from those of the Group and are invested by independent fund 
managers appointed by the t rustees. 
the benefit obligations as at 26 March 2010 have been calculated by an independent actuary on an Ias 19 basis using membership 
data obtained from the 31 March 2007 triennial actuarial valuation which has then been updated to 26 March 2010.
(a) Major assumptions used by the actuary
 2010 2009
Discount rate 5.70% 6.80%
rate of increase in salaries 5.00% 4.25%
pension increases 3.50% 2.75%
Inflation 3.50% 2.75%
expected rate of return on scheme assets
equities 8.00% 8.00%
Bonds 5.70% 6.70%
cash 0.50% 0.50%
Mortality tables for future pensioners PA92c2025 pa92c2025
Mortality tables for current pensioners PA92c2015 pa92c2015
Illustrative life expectancies are set out below:
2010 2009
Member age 65 retiring immediately (current pensioner) Male 19.4 19.4
Female 22.4 22.4
Member age 40 retiring at 65 (future pensioner) Male 20.2 20.2
Female 23.1 23.1
b) The amounts recognised in the balance sheet
            2010             2009
£m % £m %
equities 285.9 51% 170.6 39%
Bonds 253.0 45% 265.0 60%
cash 24.6 4% 2.2 1%
t otal fair value of scheme assets 563.5 100% 437.8 100%
present value of scheme liabilities (585.3)  (439.8)  
Deficit in the scheme (21.8) (2.0)
continued
notes to tHe Group FInancIal stateMents 49
Booker Group plc
annual report & accounts 2010
(c) Movement in the fair value of Scheme assets
2010
£m
2009
£m
at start of period 437.8 516.8
employer contributions 11.6 11.0
expected return on scheme assets 30.0 32.3
t ransfer from legacy pension scheme – 1.3
actuarial gains/(losses) 116.3 (93.9)
Benefits paid (32.2) (29.7)
at end of the period 563.5 437.8
the expected rate of return on assets is a weighted average based on the respective returns expected on the separate asset 
classes held by the scheme and then deducting the expected administration costs borne by the Group and an amount in respect 
of the ppF levy. the expected rate of return on assets to 26 March 2010 is based on the t rustees revised investment strategy for 
the scheme (with investments of 50% equity and 50% corporate bonds) in line with paragraph 106 of Ias19.
the expected rate of return on equities is set with reference to the expected long term return taking into account the expected out 
performance of equities over bonds. the expected return on bonds is measured directly from actual market yields for bonds at the 
balance sheet date reflecting the mandates held by the investment managers.
(d) Movement in the present value of Scheme liabilities
2010
£m
2009
£m
at start of period (439.8) (507.0)
Interest on scheme liabilities (28.8) (31.5)
actuarial (losses)/gains (148.9) 69.0
Benefits paid 32.2 29.7
at end of the period (585.3) (439.8)
(e) Movement in the Scheme net (liability)/asset
2010
£m
2009
£m
at start of period (2.0) 9.8
employer contributions 11.6 11.0
credit recognised in the income statement 1.2 2.1
actuarial loss recognised in other comprehensive income (32.6) (24.9)
at end of the period (21.8) (2.0) 50
Booker Group plc
annual report & accounts 2010
18. Post employment beneﬁts continued
(f) Amounts recognised in the income statement
2010
£m
2009
£m
expected return on scheme assets 30.0 32.3
Interest on scheme liabilities (28.8) (31.5)
t ransfer from legacy pension scheme – 1.3
credited to finance income 1.2 2.1
(g) Cumulative actuarial gains and losses recognised in other comprehensive income
2010
£m
2009
£m
actuarial gain at start of period 120.5 145.4
actuarial loss recognised in other comprehensive income (32.6) (24.9)
actuarial gain at end of period 87.9 120.5
these cumulative gains reflect the total recognised since the acquisition of the Big Food Group plc by Giant t opco limited in 
February 2005.
(h) Actual return on Scheme assets
2010
 £m
2009 
£m
expected return 30.0 32.3
actuarial gains/(losses) 116.3 (93.9)
146.3 (61.6)
(i) Historical information
2010
 £m
2009 
£m
2008
 £m
2007
 £m
2006
 £m
Fair value of scheme assets 563.5 437.8 516.8 619.8 626.9
present value of scheme liabilities (585.3) (439.8) (507.0) (647.1) (711.5)
(Deficit)/surplus in the scheme (21.8) (2.0) 9.8 (27.3) (84.6)
Difference between actual and expected return on 
assets 116.3 (93.9) (47.2) (19.4) 62.9
percentage of scheme assets (%) 20.6% 21.4% 9.1% 3.1% 10.0%
experience (losses)/gains on scheme liabilities (1.0) – 11.7 37.8 (0.2)
percentage of scheme liabilities (%) 0.2% – 2.3% 5.8% –
(j) Sensitivities
Below is listed the impact on the scheme liabilities of changing key assumptions whilst holding other assumptions constant:
Discount rate +/- 0.1% Decrease/increase liabilities by £11m
life expectancy for current and future pensioners +/- 1 year Increase/decrease liabilities by £18m
(k) Contributions to be paid
the scheme and Group have agreed a schedule of contributions for the next 6 years (up to March 2016) of £10m per annum.
(l) Legacy pension scheme
During the prior period, the J eversheds pension and life assurance scheme, which is a legacy pension scheme for which 
the Group is ultimately responsible, was wound up and the surplus cash of £1.3m was transferred to the scheme. the credit 
recorded on the recognition of the asset by the pension scheme has been credited to finance income in the income statement. 
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
51
19. Provisions
Property 
provisions 
£m
Other 
£m
Total 
£m
at 27 March 2009 35.7 4.0 39.7
unwinding of discount 2.2 – 2.2
released to income statement (0.1) – (0.1)
utilised (3.6) – (3.6)
at 26 March 2010 34.2 4.0 38.2
the property provisions principally relate to:
the onerous leases on property currently vacant or sublet for less than the cost of the underlying head lease •	
the expected future dilapidation cost on leasehold properties •	
the expected future costs of removing asbestos from leasehold properties. although not a health risk, the Group is legally •	
required to undertake a programme of removal
property provisions are discounted at 7.0% (2009: 7.0%), being the long term expected yield for the Group’s leased properties and are 
expected to be utilised over the terms of the leases, with approximately £6.0m expected to be utilised in the year to March 2011.
other provisions relate to third party property guarantees, for which the timing and quantum of payments is uncertain.
20. Share capital
Number of shares
Share capital 
£m
Allotted, called up and fully paid
at start of period 1,488,679,080 14.9
share options exercised 5,359,400 –
At end of period 1,494,038,480 14.9
the holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the company.
6,661,793 ordinary shares in the company (representing 0.45% of total shares issued) are held in trust by the trustee of the Booker 
employee Benefit t rust which was established in 2006 to hold shares on a discretionary basis for the benefit of employees of the 
group from time to time. there has been no movement in the number of shares held in the trust during the year. 
21. Share capital and reserves
For movements in share capital and reserves please refer to the consolidated statement of changes in equity.
the merger reserve represents the capital adjustment required to reserves to effect the reverse acquisition.
the share option reserve comprises the fair value of outstanding share options charged to the profit and loss account.
the hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments 
related to hedged transactions that have yet to occur. 52
Booker Group plc
annual report & accounts 2010
22. Dividends
Dividends charged to reserves
2010
 £m
2009
 £m
Final dividend of 0.67 pence per share (2009: 0.5375 pence per share) paid in respect of the prior period 10.0 8.0
Interim dividend of 0.24 pence per share (2008: 0.20 pence per share) paid in respect of the current period 3.6 3.0
13.6 11.0
the Directors are proposing a final dividend of 1.03 pence per share (2009: 0.67 pence per share), which will absorb £15.4m of 
equity (distributable reserves). subject to shareholder approval at the aGM, to be held on 7 July 2010, the dividend will be paid 
on 9  July  2010 to shareholders on the register at 4 June 2010. the shares will go ex-dividend on 2 June 2010. 
23. Share based payments
the Group has a number of share schemes for employees. the total charge for the period relating to employee share-based 
payments was £1.4m (2009: £1.4m).
During the prior period the Group established a performance share plan (psp) and save as You earn scheme (sa Ye).
awards under the psp will vest over a three year period, subject to continued employment and certain share price targets being met. 
a quarter of the shares subject to each award will vest on reaching share prices of 28.75p, 30.5p, 34.5p and 46p over a consecutive 
60 day period. as at the 26 March 2010, three of the four share price targets have now been met. consequently, half of the shares 
will vest in July 2010, with a further quarter vesting in July 2011, subject to continued employment at the dates of vesting.
the sa Ye is an all employee scheme under which employees were offered the opportunity to save up to £250 per month over a 
3 year period with a fixed purchase price of 18.68 pence per share.
the fair value per option granted during the period and the assumptions used were as follows:
PSP 2008 SAYE 2008
pricing model Monte carlo Black scholes
share price at grant date 23.75p 24.25p
expected volatility 25% 25%
expected life 2-3 years 3 years 
risk free rate 5.0% 4.9%
expected dividend yield 2.5% 2.5%
Fair value at grant date 8.4p 7.4p
the Group also has one legacy share option scheme remaining which was granted by Blueheath Holdings plc and vested 
following the reverse takeover in June 2007.
the terms and conditions of the various share based payments are as follows:
Grant date Number Vesting conditions Expiry date Exercise price
option granted to 
senior employees July/november 2008 36,473,500 2-3 year service July/november 2018 nil
sa Ye to all staff July 2008 22,514,510 3 year service March 2012 18.68p
option granted to 
senior employees
May 2002-
December 2005 127,625 Vested 2012-2015 80.5p to 110.0p
59,115,635
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
53
the number and weighted average exercise price of options is as follows:
   2010 2009
Number of share 
options
Weighted average 
exercise price 
Pence
Number of share 
options
Weighted average 
exercise price 
Pence
outstanding at beginning of period 65,949,805 7.5 5,768,625 7.5
Granted 397,000 – 61,516,673 7.5
Forfeited (1,871,770) 16.3 (1,055,494) 11.7
exercised (5,359,400) 5.1 (280,000) 5.0
outstanding at end of period 59,115,635 7.4 65,949,804 7.5
exercisable at end of period 127,625 5,447,625
24. Operating leases
the Group leases a number of trading properties under operating leases. the leases are typically of 5 to 20 years duration, although 
some have lessee only break clauses. lease payments are reviewed as contracted and increases applied accordingly. the Group 
also leased certain items of plant and equipment.
operating lease payments represent rents payable by the Group for certain of its wholesale, distribution and office properties and 
other assets such as motor vehicles. the leases have varying terms, escalation charges and renewal rights.
at the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable 
operating leases, which fall due are as follows:
              Land and buildings               Others
2010 
£m
2009 
£m
2010 
£m
2009
 £m
Within one year 48.0 46.9 3.6 2.7
Within two to five years 185.8 181.7 3.4 3.8
after five years 404.0 426.1 – –
637.8 654.7 7.0 6.5
the Group subleases various wholesale, distribution and office properties under non-cancellable operating leases. the total 
minimum operating sublease receipts expected to be received are as follows:
2010 
£m
2009 
£m
Within one year 1.8 2.3
Within two to five years 3.2 4.3
after five years 2.3 2.8
7.3 9.4 54
Booker Group plc
annual report & accounts 2010
25. Capital commitments
the outstanding commitments at 26 March 2010 in respect of contracted capital expenditure not provided for amounted to 
approximately £1.4m (2009: £2.0m).
26. Related party transactions
only members of the Board are key management personnel. It is the Board who have responsibility for planning, directing and 
controlling the activities of the Group. Board compensation is disclosed in the remuneration report.
During the year, there were no material transactions or balances between the Group and its key management personnel or members 
of their close family.
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2010
55
Note
2010 
£m
2009 
£m
Fixed assets
Investments 3 22.8 21.4
Debtors 4 71.6 51.6
Creditors due within one year 5 (22.2) (8.8)
Net current assets 49.4 42.8
Net assets 72.2 64.2
Capital and reserves
called-up share capital 6 14.9 14.9
share premium account 8 31.0 30.8
share option reserve 8 3.0 1.6
profit and loss account 8 23.3 16.9
shareholders’ funds 9 72.2 64.2
these financial statements were approved by the Board of Directors on 19 May 2010 and were signed on its behalf by:
Charles Wilson   Jonathan Prentis
Director    Director
 
coMpanY Balance sHeet
as at 26 March 2010 56
Booker Group plc
annual report & accounts 2010
1. Accounting policies
Basis of preparation
the accounts have been prepared under the historical cost convention in accordance with applicable united Kingdom Generally 
accepted accounting practice (‘uK Gaap’). the following principal accounting policies have been applied consistently in dealing 
with items which are considered material in relation to the financial statements.
the company has taken advantage of the exemption contained in section 408 of the companies act 2006 from presenting its own 
profit and loss account.
Guarantees
Where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, 
the company considers these to be insurance arrangements and accounts for them as such. In this respect, the company treats 
the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a 
payment under the guarantee.
Investments
Investments are stated at cost less any provision for impairment in value. the carrying values of investments are reviewed for 
impairment if events or changes in circumstances indicate the carrying values may not be recoverable.
Share based payments
the company has issued equity settled share based payments to employees of a subsidiary. the fair value is measured using 
an option valuation model, taking into account the terms and conditions upon which the options were granted. this fair value is 
accounted as an investment in the subsidiary with a corresponding increase in equity.
2. Proﬁt and loss account 
In accordance with the exemption permitted by section 480 of the companies act 2006, the profit and loss account of the company 
is not presented separately. the profit recognised for the 52 weeks ended 26 March 2010 was £20.0m (2009: profit £17.0m).
the audit fee of £0.1m (2009: £0.1m) for the current and prior period was borne by another group undertaking without recharge.
3. Investments
Shares in subsidiary undertakings
 £m
Cost and net book value
at start of period 21.4
capital contribution 1.4
At end of period 22.8
the capital contribution relates to the cost of granting share based payments to employees of subsidiary undertakings – details are 
shown in note 23 of the Group financial statements.
the company’s principal subsidiary undertakings at 26 March 2010, all of which are wholly owned and registered in the united 
Kingdom are as follows:
Name of company     Principal activities
Booker limited      Wholesaler
Booker Direct limited (formerly Blue Heath Direct limited)  Wholesaler
Giant t opco limited*     Intermediate holding company
* Direct subsidiary of Booker Group plc
Full details of all group subsidiary undertakings are included in the company’s annual return filed with companies House.
notes to tHe coMpanY FInancIal stateMents Booker Group plc
annual report & accounts 2010
57
4. Debtors
2010
 £m
2009
 £m
amounts owed by group undertakings 71.6 51.6
amounts owed by group undertakings are interest free, unsecured and payable on demand.
5. Creditors due within one year
2010
 £m
2009
 £m
amounts owed to group undertakings 22.2 8.8
amounts owed to group undertakings are interest free, unsecured and payable on demand.
6. Share capital
Number of shares Share capital 
£m
allotted, called up and fully paid
at start of period 1,488,679,080 14.9
share options exercised 5,359,400 –
at end of period 1,494,038,480 14.9
the holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the company.
7. Share options
the company has a number of share schemes for employees of the Group, details are shown in note 23 of the Group financial 
statements.
8. Reserves
Share 
capital
 £m
Share 
premium 
account 
£m
Share option 
reserve
 
£m
Profit and 
loss account 
£m
Total 
£m
at start of period 14.9 30.8 1.6 16.9 64.2
retained profit for the period – – – 20.0 20.0
Dividend – – – (13.6) (13.6)
capital contribution – – 1.4 – 1.4
share options exercised – 0.2 – – 0.2
At end of period 14.9 31.0 3.0 23.3 72.2
Dividends charged to reserves
2010
 £m
2009 
£m
Final dividend of 0.67 pence per share (2009: 0.5375 pence per share) paid in respect of the prior period 10.0 8.0
Interim dividend of 0.24 pence per share (2009: 0.20 pence per share) paid in respect of the current period 3.6 3.0
13.6 11.0
the Directors are proposing a final dividend of 1.03 pence per share (2009: 0.67 pence per share), which will absorb £15.4m of 
equity (distributable reserves). subject to shareholder approval at the aGM, to be held on 7 July 2010, the dividend will be paid on 
9 July 2010 to shareholders on the register at 4 June 2010. the shares will go ex-dividend on 2 June 2010.  58
Booker Group plc
annual report & accounts 2010
9. Reconciliation of movement in shareholders’ funds
2010
 £m
2009 
£m
profit for the period 20.0 17.0
Dividend (13.6) (11.0)
capital contribution 1.4 1.4
share options exercised 0.2 –
shareholders’ funds at the start of the period 64.2 56.8
shareholders’ funds at the end of the period 72.2 64.2
10. Related party transactions
the company has taken advantage of the exemption under Frs 8 ‘related party t ransactions’ not to provide details of related 
party transactions with other wholly owned Group companies, as the company financial statements are presented together with 
the consolidated Group financial statements.
11. Contingent liabilities
the company has cross guaranteed the borrowings of other subsidiaries in the Group which at the period end amounted to £21.1m 
(2009: £49.4m).
notes to tHe coMpanY FInancIal stateMents Booker Group plc
annual report & accounts 2010
59
Statement of Directors’ responsibilities in respect of the Annual Report and Accounts 
the Directors are responsible for preparing the annual report and accounts which include the group and parent company financial 
statements in accordance with applicable law and regulations.
company law requires the Directors to prepare group and parent company financial statements for each financial period. under that 
law they are required to prepare the group financial statements in accordance with IFrss as adopted by the eu and applicable law 
and have elected to prepare the parent company financial statements in accordance with uK accounting standards and applicable 
law (uK Generally accepted accounting practice).
under company law, the Directors must not approve the group and parent company financial statements unless they are satisfied 
that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In 
preparing each of the group and parent company financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently; •	
make judgments and estimates that are reasonable and prudent; •	
for the group financial statements, state whether they have been prepared in accordance with IFrss as adopted by the eu; •	
for the parent company financial statements, state whether applicable uK accounting standards have been followed, subject to •	
any material departures disclosed and explained in the financial statements; and
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent •	
company will continue in business. 
the Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s 
transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to 
ensure that its financial statements comply with the companies act 2006. they have general responsibility for taking such steps as 
are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other irregularities.
under applicable law and regulations, the Directors are also responsible for preparing a Directors’ report, remuneration report 
and corporate Governance statement that complies with that law and those regulations. the Directors are responsible for the 
maintenance and integrity of the corporate and financial information included on the company’s website. legislation in the uK 
governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 
Responsibility statement of the Directors in respect of the Annual Report and Accounts
We confirm that to the best of our knowledge:
the group and parent company financial statements, prepared in accordance with the applicable set of accounting standards, •	
give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included 
in the consolidation taken as a whole; and
the Directors’ report includes a fair review of the development and performance of the business and the position of the issuer •	
and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and 
uncertainties that they face.
By order of the Board
Charles Wilson  Jonathan Prentis
Director   Director
19 May 2010
 
stateMent oF DIrectors’ responsIBIlItIes  60
Booker Group plc
annual report & accounts 2010
We have audited the group and parent company financial 
statements of Booker Group plc for the period ended  
26 March 2010 set out on pages 27 to 58. t he financial reporting 
framework that has been applied in the preparation of the 
group financial statements is applicable law and International 
Financial reporting standards (IFrss) as adopted by the eu. 
t he financial reporting framework that has been applied in 
the preparation of the parent company financial statements is 
applicable law and uK accounting standards (uK Generally 
accepted accounting practice). 
this report is made solely to the company’s members, as a 
body, in accordance with c hapter 3 of part 16 of the c ompanies 
act 2006. 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. t o the fullest extent permitted by law, we do not accept 
or assume responsibility to anyone other than the company and 
the company’s members, as a body, for our audit work, for this 
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
as explained more fully in the statement of Directors’ 
responsibilities in respect of the annual report and accounts  set 
out on page 59, the directors are responsible for the preparation 
of the financial statements and for being satisfied that they 
give a true and fair view. our responsibility is to audit the group 
and parent company financial statements in accordance with 
applicable law and International standards on auditing (uK and 
Ireland). those standards require us to comply with the auditing 
practices Board’s (apB’s) ethical standards for auditors.
Scope of the audit of the ﬁnancial statements
a description of the scope of an audit of financial statements is 
provided on the apB’ s web-site at www.frc.org.uk/apb/scope/uKp . 
Opinion on ﬁnancial statements
In our opinion:
the group and parent company financial statements give a •	
true and fair view of the state of the group’s and of the parent 
company’s affairs as at 26 March 2010 and of the group’s 
profit for the 52 weeks then ended;
the group financial statements have been properly prepared •	
in accordance with IFrss as adopted by the eu;
the parent company financial statements have been properly •	
prepared in accordance with uK Generally accepted 
accounting practice; and
the group and parent company financial statements have •	
been prepared in accordance with the requirements of the 
companies act 2006 and, as regards the group financial 
statements, article 4 of the Ias regulation.
Opinion on other matters prescribed  
by the Companies Act 2006
In our opinion:
the part of the Directors’ remuneration report to be •	
audited has been properly prepared in accordance with the 
companies act 2006; and
the information given in the Directors’ report for the financial •	
year for which the financial statements are prepared is 
consistent with the financial statements; and
Matters on which we are required to report  
by exception
We have nothing to report in respect of the following:
under the companies act 2006 we are required to report to you 
if, in our opinion:
adequate accounting records have not been kept by the •	
parent company, or returns adequate for our audit have not 
been received from branches not visited by us; or
the parent company financial statements and the part of •	
the Directors’ remuneration report to be audited are not in 
agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by •	
law are not made; or
we have not received all the information and explanations we •	
require for our audit.
under the listing rules we are required to review:
the directors’ statement, set out on page 26, in relation to •	
going concern; and
the part of the corporate Governance statement relating to •	
the company’s compliance with the nine provisions of the June 
2008 combined code specified for our review.
Jonathan Hurst
(Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
chartered accountants
st James’ square
Manchester, M2 6Ds
19 May 2010
In Depen Dent a u DItors’ r eport to 
tHe MeMBers oF BooKer Group plc Directors
Richard Rose
Non-Executive Chairman
charles Wilson
Chief Executive
Jonathan prentis
Group Finance Director
Mark Aylwin
Executive Director
Bryan Drew
Executive Director
Bryn satherley
Executive Director
lord Karan Bilimoria
Non-Executive Director
Andrew cripps
Non-Executive Director
Richard Farr
Non-Executive Director
Karen Jones
Non-Executive Director
Company Secretary
Mark chilton
Registered Office
equity House
Irthlingborough Road 
Wellingborough
northants 
nn8 1lt
Registered Number 
05145685 (england)
Website 
www.bookergroup.com
Bankers 
Bank of scotland plc
155 Bishopsgate 
london 
ec2M 3YB
Auditors
KpMG Audit plc
st James’ square
Manchester 
M2 6Ds
Brokers
Investec
2 Gresham street
london 
ec2V 7Qp
Jp Morgan cazenove
10 Aldermanbury
london 
ec2V 7Qp
Solicitors
clifford chance llp
10 upper Bank street
london 
e14 5JJ
Registrars 
computershare Investor services plc
po Box 82
the pavillions
Bridgwater Road
Bristol 
Bs99 2nH
Financial PR
t ulchan communications Group
85 Fleet street
london
ec4Y 1Ae
b ooker is the u K’s leading food wholesaler.
We supply approximately 305,000 catering businesses and 73,000 
independent retailers. 
notes:  this document includes forward looking statements with respect to booker group plc’s (the group’s) plans and its current goals and expectations relating to its future financial 
condition, performance and results. these forward looking statements sometimes contain words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘may’, 
‘might’, ‘will’, ‘could ‘ or other words of similar meaning. any forward looking statements made throughout this document represent management’s best judgement as to what may occur 
in the future. However, by their nature, forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which 
may be beyond the group’s control, including, among other things, those risks listed in the corporate governance section of these report and accounts. as a result, the group’s actual 
financial condition, performance and results for the current and future fiscal periods and corporate developments may differ materially from those expressed or implied by the plans, goals 
and expectations set forth in any forward-looking statements, and persons receiving this document should not place reliance on forward-looking statements. 
the group expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other 
forward-looking statements it may make or to reflect any change in the group’s expectation with regard thereto or any changes in events, conditions or circumstances on which any such 
statement is based. Forward-looking statements made in this document are current only as of the date on which such statements are made. 
booker group plc
annual report & accounts 2010
61 
DIRectoRs AnD pRoFessIonAl ADVIseRs
Highlights 1
business profile 2
chairman’s statement 3
chief executive’s review 4
group Finance Director’s report 7
board of Directors 10
corporate governance 11
remuneration report 17
Directors’ report 23
consolidated Income statement 27
consolidated statement of comprehensive Income 27
consolidated balance sheet 28
consolidated cash Flow statement 29
consolidated statement of change in equity 30
notes to the group Financial statements 31
company balance sheet  55
notes to the company Financial statements 56
statement of Directors’ responsibilities 59
Independent auditors report 
to the Members of booker group plc 60
Directors and professional advisers 61 driving and broadening the business
booker group plc
annual report & accounts 2010
booker group plc
equity House
Irthlingborough road 
Wellingborough
northants nn8 1lt
www.bookergroup.com
AnnuAl RepoRt & Accounts 2010