Business Direct Group plc
Xchange House 
1 Great Central Way 
Butlers Leap 
Rugby 
Warwickshire CV21 3XH
www.bdpx.com
Business Direct Group plc
Annual report and
ﬁnancial statements 06/07 Business Direct Group plc  Annual report and ﬁnancial statements 06/07
_1_BUS_ar06_cover.indd   1 06/06/2007   16:14:16 Business Direct is the leading specialist provider of logistics 
solutions to the ﬁeld-based engineer/personnel market. 
The group operates a national infrastructure of intelligent 
outdoor lockers marketed as ParcelXchange, providing 
a secure deposit and collection environment using 
sophisticated ATM technology with end-to-end track 
and trace.
Business Direct provides innovative solutions to a blue 
chip client base and has partnerships with global supply 
chain companies such as DHL/Exel and TNT . 
 ifc Corporate statement
 01  Highlights
 02  Chairman’s review
 04  Chief executive’s review
 08  Board of directors and senior management
   Company advisors
 10  Directors’ report
 13 Corporate governance
 15  Report of the remuneration committee
 16 Directors’ responsibilities
 17  Independent auditors’ report
 18 Group profit and loss account
 19  Group balance sheet
 20  Company balance sheet
 21 Group cash flow statement
  Reconciliation of net cash flow to movement in net funds
 22 Accounting policies
 24  Notes to the financial statements
 35  Notice of annual general meeting
Corporate statement
Group turnover (£000)
2004
3,767
2005
13,511
15,945
2007
Period end number of  
ParcelXchange lockers
2004
2,600
2005
3,900
4,300
2007
Average number  
of employees
2004
46
2005
150
190
2007
_1_BUS_ar06_cover.indd   2 06/06/2007   16:14:16 01 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Commercial
  ParcelXchange turnover increased by over 
160% to £4.48m.
  The number of ParcelXchanges increased 
to approximately 300 from 280 and the 
number of individual lockers to over 4,000. 
The occupancy rate increased to 51% 
from 39%.
  There has been significant investment in 
national Two-Man deliveries and Technical 
Services in the Specialist Division.
  Paul Carvell, ex-chief executive officer 
of FTSE 250 constitutent Business Post 
Group, became chief executive officer 
in September 2006 and a new management 
team has been put in place.
  The principal conclusions of the 
Strategic Review, which were adopted by 
the board in December 2006, were to broaden 
the ParcelXchange business and expand 
the Specialist business.
Financial
  Turnover totalled £15.95m (2005: 
£13.51m), of which the ParcelXchange 
Division £7.52m (2005: £4.58m) and the 
Specialist Division £8.43m (2005: £8.93m).
  Gross profit was £5.45m (2005: £3.74m), 
a gross margin of 34.2% (2005: 27.7%).
  Adjusted LBITDA (excluding exceptional 
items and goodwill amortisation) 
reduced to £1.11m (2005: £1.92m).
  The pre-tax loss was £1.86m (2005: 
£2.42m) on an adjusted basis, with 
£2.40m (2005: £2.98m) reported.
  At the 31 January 2007 period end, 
net debt totalled £2.0m (2005: £4.0m) and 
net assets were £3.0m (2005: £1.4m), the 
balance sheet having been considerably 
strengthened by the £2.7m (net) placing 
in January 2007 to finance the roll-out 
of the redefined strategy.
Highlights
£16.0m
Group revenue 
(2005: £13.5m)
34.2%
Gross margin 
(2005: 27.7%)
£7.5m
ParcelXchange 
Division revenue 
(2005: £4.6m)
_1_BUS_ar06_front.indd   1 06/06/2007   16:11:24 02 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Introduction
The 13 month period to 31 January 2007 
saw considerable changes to the group, 
primarily with the appointment of Paul Carvell 
as chief executive officer. One of the first 
actions undertaken at this time was to conduct 
a strategic review of the business which focused 
on sustaining long term proﬁtable growth. In 
order to carry out the agreed strategy, we went 
to the market to raise additional funding, 
resulting in an additional £3m investment from 
shareholders. We should not forget that all 
of this happened alongside the day-to-day 
running of the business and during the period 
under review I am pleased to report that the 
group has continued to expand with signiﬁcant 
growth in the ParcelXchange business and 
signiﬁcant investment in Two-Man and 
Technical in our Specialist division.
Financial review
Turnover for the 13 month period totalled 
£15.95m (2005: £13.51m) and gross proﬁt was 
£5.45m (2005: £3.74m), a gross margin of 
34.2% (2005: 27.7%).
The operating loss was £1.69m (2005: £2.38m). 
After an exceptional charge of £0.42m (2005: 
£0.46m) in connection with moving the T eddington 
ﬁnance department to Rugby and reorganising 
the business to reﬂect the needs of its redeﬁned 
strategy, the loss before interest and tax totalled 
£2.11m (2005: £2.83m). With an interest charge 
of £0.29m (2005: £0.16m), the loss before and 
after tax amounted to £2.40m (2005: £2.98m). 
The basic loss per share was 6.7p (2005: 9.5p).
Adding back the exceptional charge 
of £0.42m (2005: £0.46m) and goodwill 
amortisation of £0.12m (2005: £0.10m), 
the adjusted loss before tax was £1.86m 
(2005: £2.42m), a 33.1% improvement, 
and the adjusted loss per share was 5.2p 
(2005: 7.7p). The adjusted LBITDA amounted 
to £1.11m (2005: £1.92m).
At the year end, net debt totalled £2.0m 
(2005: £4.0m) and net assets were £3.0m 
(2005: £1.4m), the balance sheet having been 
considerably strengthened by the placing on 
8 January 2007. At this time, Business Direct 
issued 100,000,000 new ordinary shares of 
1p at 3p per share, raising £2.7m of net funds 
after expenses of £0.3m. At the same time, 
£945,000 of preference shares were converted 
into 31,500,000 new ordinary shares of 1p. 
T o facilitate the placing, each ordinary share 
of 5p was converted into one new ordinary 
share of 1p and one deferred share of 4p. 
The deferred shares have no value. 
In addition, the group agreed a series 
of amendments to its banking facilities 
with the Bank of Scotland. As part of the 
new arrangements, the repayment date 
of the term loan of £2.5m was put back by 12 
months to 2011, and the ﬁnancial covenants 
were amended to reﬂect the group’s revised 
business plan. 
Business review
ParcelXchange Division
During the period under review, there was 
continued growth in the ParcelXchange 
network. The number of ParcelXchanges in 
the ﬁeld increased to 300, meaning that the 
actual number of lockers now exceeds 4,000. 
Occupancy also increased over last year 
from 39% to 51% and we intend to grow 
this further in the current year. 
Although we have halted the lost business 
we suffered in the first half on In Boot 
and offset those losses by new business on 
Direct Vendor Trunking, overall turnover for this 
area was static when compared to last year.
Chairman’s review
Russell Hodgson Chairman
The 13 month period to 
31 January 2007 saw 
considerable changes 
to the group, primarily 
with the appointment 
of Paul Carvell as 
chief executive ofﬁcer.
I am pleased to report 
that the group has 
continued to expand.
_1_BUS_ar06_front.indd   2 06/06/2007   16:11:33 03 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Specialist Division
The additional investment made in our 
T wo Man Delivery and T echnical Service offerings 
resulted in substantial growth and we view 
these as key components in the portfolio of 
services the Specialist Division provides. The 
results for our Sameday/Next day Delivery 
and Partsbank Divisions, which trade principally 
in the Northern Home Counties, were 
disappointing. This is a very price sensitive 
market and trading conditions are challenging 
for all those within it. However, having undergone 
a thorough review and replaced less proﬁtable 
accounts with more proﬁtable ones, we are 
conﬁdent that we can once again grow 
revenues and proﬁts in these areas.
Board changes
During the period under review, there have 
been signiﬁcant changes to the make-up 
of the group’s board.
Carl Wylde resigned from the board in 
January 2006. In June 2006 Paul Carvell 
joined the group, replacing Paul Keane, as 
non-executive chairman. At the same time, 
the board appointed Derek O’Neill as 
group ﬁnance director and David Whittaker 
as operations director.
In September 2006, Paul Carvell assumed the 
full time role of chief executive ofﬁcer, replacing 
Tim Houston who stepped down to concentrate 
on the significant opportunities presented 
by global licensing of ParcelXchange.
Following a period of consultancy, I joined 
the group in January 2007 as chairman, 
having previously held a number of key roles 
in public companies in the logistics industry.
At the end of January 2007, Wayne Crew 
also stepped down from the board, remaining 
responsible for ParcelXchange sales.
In March 2007, having been a key person in 
securing the additional funding, Derek O’Neill 
decided he needed to concentrate on his 
other business interests, and took a position 
as joint managing director with a recruitment 
services company. He has been replaced 
by Martin Wright, who has held a number of 
senior ﬁnancial roles in blue chip companies. 
Martin was already working in the group 
overseeing the transfer of the ﬁnance function 
from Teddington to Rugby.
David Whitaker also stepped down from the 
board in March 2007 and has been replaced by 
Martyn Wilson who assumes the role of managing 
director of our Specialist Divison. Martyn has 
many years’ experience in the Sameday/Next 
day/T echnical arena and was previously managing 
director of UK T oday, a major courier company, 
and prior to that held senior posts in TNT , 
developing its sameday network.
I would like to take this opportunity to thank 
the previous directors for their past contribution, 
to welcome the new team and wish them all 
every success in the future.
Employees
I would also like to thank all of our staff, without 
whose contribution the progress made would 
not be possible. Their enthusiasm for the 
business is reflected in the significant 
shareholdings held by them, and I am pleased 
to announce that in the current year we will 
be launching a sharesave scheme for which 
all levels of staff will be eligible.
Prospects
The ongoing success of the ParcelXchange 
concept in the domestic market and the vast 
opportunities of global licensing, together 
with the signiﬁcant growth opportunities in 
Specialist, give me great confidence that 
Business Direct Group’s prospects are 
excellent. Whilst not underestimating the 
challenges ahead, I feel sure that we now 
have the right people, structure and focus 
for this business to achieve its full potential.
Russell Hodgson
Chairman
20 April 2007
I have great confidence that Business Direct Group’s prospects 
are excellent.


I feel sure that we 
now have the right 
people, structure and 
focus for this business 
to achieve its full potential.
_1_BUS_ar06_front.indd   3 06/06/2007   16:11:34 04 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Introduction
The 13 month period to 31 January 2007 was 
particularly busy, with significant changes 
to the structure and direction of the business 
and its management team.
Following my appointment as chief executive ofﬁcer 
in September, I instigated a Strategic Review 
to determine the direction of the business 
over the next three years. At the same time, 
we undertook a round of fundraising to restructure 
our ﬁnances and to provide the backing for 
our new strategy. Finally, towards the end of 
the period, there were several management 
changes at board level.
Business review
Business Direct is a specialist provider of 
logistics solutions for the computer, electrical 
and field services engineer market. Since 
January 2007, it has been organised into two 
Divisions, ParcelXchange and Specialist, 
reflecting the conclusion of my Strategic 
Review to concentrate on those two areas.
In order to carry out this strategy successfully, 
we realised we needed to restructure the ﬁnances 
of the business and so in October we undertook 
a series of presentations to current and potential 
investors. As a result we were successful in raising 
an additional £3m of investment and, at the same 
time, restructuring our long term borrowings.
ParcelXchange
The ParcelXchange Division comprises 
ParcelXchange, direct engineer delivery 
(“In-Boot”) and direct vendor trunking/delivery 
to forward stock locations (“FSLs”), providing 
logistics solutions for the ﬁnal mile delivery. 
It has a blue chip client base and partnerships 
with global supply chain companies, such as 
DHL/Exel and TNT . A European inbound freight 
solution and a national P .U.D.O. network (manned 
Pick Up Drop Off points) will be launched later 
this year, enabling us to offer a total In-Night 
solution, giving pre-8 a.m. delivery of UK and 
European freight to the ﬁeld personnel market.
In the 13 month period, the ParcelXchange 
Division turnover totalled £7.52m (2005: £4.58m), 
with ParcelXchange turnover totalling £4.48m 
(2005: £1.70m). 
Business Direct owns a national network 
of award winning ParcelXchanges, providing 
a secure deposit and reverse logistics 
environment, using sophisticated technology 
with end-to-end track-and-trace. The 
ParcelXchanges are typically used to service 
the ﬁeld engineer market, delivering parts 
into a secure locker in a convenient location. 
Customers can rent ParcelXchange lockers 
for a pre-agreed period (“Fixed”) or pay as 
used (“Dynamic”). ParcelXchange represents 
Chief executive’s review
The 13 month period 
to 31 January 2007 
was particularly busy, 
with signiﬁcant changes.
A European inbound 
freight solution and 
a national P .U.D.O 
network will be 
launched later this year, 
enabling us to offer a 
total In-Night solution.
Paul Carvell Chief executive officer
_1_BUS_ar06_front.indd   4 06/06/2007   16:11:59 05 Business Direct Group plc Annual report and ﬁnancial statements 06/07
the UK’s largest network of intelligent drop boxes 
and the lockers are installed nationwide, normally 
at petrol stations and supermarkets, with an 
average drive time of just 15 minutes from 
an engineer’s home.
The number of ParcelXchanges increased 
to approximately 300 from 280 and the number 
of individual lockers to over 4,000. The occupancy 
rate increased to 51% from 39%.
Since January 2007, Tim Houstoun has 
been focusing on the development of a 
global ParcelXchange leasing business which, 
through collaboration with an asset ﬁnance 
company, it is anticipated this will have no 
adverse effect on the Group’s cash ﬂow. This 
business has the potential to be proﬁtable 
next year.
This summer, Business Direct proposes to 
launch a B2C ParcelXchange product aimed 
at consumers ordering goods online.
In-Boot Delivery and Direct Vendor Trunking
In-Boot is a service that supplies direct into ﬁeld 
engineers’ vehicles during the night and collects 
returned parts, enabling the engineer to reduce 
overall mileage and increase productivity. 
Direct Vendor Trunking is an exclusively managed 
national delivery system which enables 
dedicated delivery and collection to major 
vendors and repair agents on a daily basis.
Overall sales of these services in the year 
were ﬂat. In the ﬁrst Interim announcement of 
28 September 2006, we explained that In-Boot 
business had been lost in the ﬁrst six months 
of the year following substantial price increases. 
These losses were halted in the second half 
and margins improved as a result of the price 
increases. The loss of In-Boot business has 
been offset by increased sales of Direct Vendor 
Trunking services. 
Specialist 
The principal services offered by the 
Specialist Division are Two-Man delivery, 
Same-day Urgent Delivery, national Next-day 
parcel delivery, Technical/Swap-out, and pick 
and pack warehousing.
In the year, Specialist turnover totalled £8.43m 
(2005: £9.07m). 
Two-Man Delivery
Two-Man delivery comprises pre-agreed 
time-speciﬁc delivery of large/high value 
equipment, such as computer rack 
systems, using skilled Two-Man teams 
and specialist vehicles. 
In the year, additional investment was made 
in the number of Two-Man teams and the 
business experienced substantial pro rata 
growth. This is expected to continue to 
be a growth area in the current year.
The number of ParcelXchanges increased to approximately 300 from 280 
and the number of individual lockers to over 4,000. The occupancy rate 
increased to 51% from 39%.


Business Direct 
proposes to launch 
a B2C ParcelXchange 
product aimed at 
consumers ordering 
goods online.
_1_BUS_ar06_front.indd   5 06/06/2007   16:12:30 06 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Specialist continued
Same-day Urgent/Next-day Delivery
Same-day urgent and next-day delivery is a 
service trading principally in the northern Home 
Counties out of Business Direct’s Watford depot. 
In the year, the performance of the Same-day 
and Next-day delivery business was disappointing. 
Whilst this is a mature market, management 
believes that good returns are achievable. 
Martyn Wilson, who joined the board on 
28 March 2007, has signiﬁcant experience 
in this area and will be introducing a revenue 
growth programme.
Technical/Swap-out
Technical/Swap-out comprises the delivery 
of substantial volumes of electronic equipment 
to businesses, their on-desk set-up and the 
removal of old product in accordance with 
European legislation. The business also 
carries out line 1/line 2 call out on nationwide 
maintenance agreements. 
The investment in a sales specialist in the summer 
of 2006 is starting to produce positive results. 
This is expected to be a high growth opportunity 
in the current year.
Partsbank
Partsbank is the management of outsourced 
warehousing, comprising pick/pack and 
stock management.
In the year, revenue fell in this area, and efforts 
are underway to replace with higher margin 
opportunities such as strategic stock holding 
for our key clients, close to our national hub, 
allowing late cut-off times for critical parts.
Whilst remaining very conﬁdent in our abilities 
to achieve the proposed strategy, we are not 
unaware that the business faces risk from 
increasing interest rates, rising oil prices and 
competitor activity. However, the risk in relation 
to the latter is lessened by the unique nature 
of the ParcelXchange product, and in particular 
the sophistication of the software, posing 
a signiﬁcant barrier to those wishing to enter 
this arena.
Strategic review
In September, I initiated a Strategic Review to 
determine the direction of the group over the 
next three years. The principal conclusions from 
the review were that there were signiﬁcant growth 
opportunities in the ParcelXchange concept, 
in In-Boot and in the service offerings of the 
Specialist Division.
Chief executive’s review continued
Summary
  A new management team has been introduced to focus the business on achieving 
it’s full potential.
  Continued interest in the ParcelXchange product means increased occupancy 
and increased proﬁtability.
  Exciting new initiatives such as P .U.D.O, European Inbound and B2C will be launched 
in the coming year.
_1_BUS_ar06_front.indd   6 06/06/2007   16:12:44 07 Business Direct Group plc Annual report and ﬁnancial statements 06/07
In the domestic market, the demand for 
ParcelXchanges continues to grow with 
occupancy levels increasing and partnerships 
with major retailers a distinct possibility as 
they begin to appreciate the beneﬁts to the 
consumer of being able to collect purchases 
from convenient locations when they want to. 
Overseas, we identiﬁed opportunities to license 
the ParcelXchange concept to foreign operators 
such as national post ofﬁces, and under the 
stewardship of Tim Houstoun we have already 
made contact with several interested parties. 
Our In-Boot offering is particularly attractive to 
certain traditional industries, e.g. manufacturers 
of agricultural and mechanical handling 
equipment and we are actively exploring this 
as a way to grow proﬁts in this area.
Opportunities identiﬁed for the Specialist Division 
include expanding our T wo-Man Delivery Service 
to other market sectors e.g. Retail. In addition, 
by maintaining our excellent service levels and 
overall delivery standards, we believe we can 
become a major force in this area of expertise.
Prospects
After a period of signiﬁcant change, I am satisﬁed 
that the foundations have been laid to drive this 
business forward to enable it to realise its full 
potential as a leader in its chosen markets.
Summary
We have adopted the “people, service, proﬁt” 
culture, and consequently with the new 
management teams in place are now focused 
on providing exceptional service to our 
customers across the group. We believe 
this will lead to additional business from 
our existing customers who will in turn act 
as advocates for new customers.
I am delighted with progress so far, with our 
in night activities (ParcelXchange and In Boot) 
now performing at near Six Sigma levels 
consistently and Specialist Division fast 
approaching 99% on a daily basis. Whilst 
there is more to be accomplished in both 
divisions, particularly in IT and account 
management, I am conﬁdent that we will soon 
be offering unparalleled levels in the respective 
sectors of the logistics industry.
Paul Carvell
Chief executive
20 April 2007
In the domestic market, the demand for ParcelXchange continues to grow.


   2007
   £m
Turnover
ParcelXchange 7.5
Specialist 8.4
Total turnover   15.9
Revenue by division
_1_BUS_ar06_front.indd   7 06/06/2007   16:12:53 08 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Board of directors and senior management
Directors
R Hodgson (non-executive chairman) 
P D Carvell (chief executive) 
T E Houstoun (Europe and Licensing director) 
M Wilson (managing director, Specialist Division) 
M Wright (ﬁnance director) 
G R Norfolk (non-executive) 
Dr. S R G Dakin (non-executive)
Secretary
Halliwells Secretaries Limited
St James’s Court 
Brown Street 
Manchester M2 2JF
Registered ofﬁce
Xchange House 
1 Great Central Way 
Butlers Leap 
Rugby 
Warwickshire CV21 3XH
Website
www.bdpx.com
Auditors
Baker Tilly
Chartered Accountants 
Brazennose House 
Lincoln Square 
Manchester M2 5BL
Broker and nominated advisor
J M Finn & Co
4 Coleman Street 
London EC2R 5TA
Registrars
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU
Company number
5125353
Back row left to right:
Martyn Wilson
Managing director Specialist Division
Russell Hodgson
Chairman
Graham Norfolk
Non-executive director
Front row left to right:
Martin Wright
Chief ﬁnancial ofﬁcer
Paul Carvell
Chief executive ofﬁcer
Tim Houstoun
Managing director Global Licensing
Absent:
Stephen Dakin
Non-executive director
Back row left to right:
Paul Carvell
Chief executive ofﬁcer
Martin Wright
Chief ﬁnancial ofﬁcer
Front row left to right:
Tim Houstoun
Managing director Global Licensing
Martyn Wilson
Managing director Specialist Division
Richard Martin
General manager/director In-Night Division
Company advisors
_1_BUS_ar06_front.indd   8 06/06/2007   16:13:05 09 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Russell Hodgson
*
Chairman – age 58
Russell has spent over 25 years in the parcel 
industry. From 1986 until his retirement in 2005, 
he held successive senior positions at Parceline, 
Securicor, United Carriers, Jacobs Holdings 
and Business Post.
Paul Carvell
*†
Chief executive – age 52
An Oxford graduate, Paul has been chief executive 
since September 2006 and from June 2006 
until January 2007 was additionally chairman. 
From February 2001 to December 2005, he 
was chief executive of Business Post Group, 
considerably expanding its express parcels 
business and successfully establishing it as 
the ﬁrst mover and market leader in business 
mail in competition with the Royal Mail. 
Previously, he was at Christian Salvesen 
as the board director responsible for its 
Industrial Division, prior to that he held 
senior positions at a number of leading logistics 
and express parcels companies, including 
Penske, BET/Rentokil, TDG and TNT UK.
Martyn Wilson
*†
Managing director, Specialist Division – Age 42
Martyn has extensive experience in the logistics 
industry, having worked for Business Post Group 
and TNT in their sameday courier divisions. 
Most recently, Martyn enjoyed considerable 
success in heading up UK Today, a national 
same day courier network, and was responsible 
for growing revenues from £0m to £14m.
Martin Wright
*†
Chief Finance Ofﬁcer – Age 53
Martin joined Business Direct in November 2006. 
He is a qualiﬁed Chartered Certiﬁed Accountant 
and has worked extensively in the logistics 
industry, holding senior ﬁnancial positions 
in Toshiba, Fujitsu/ICL, Logicom and latterly 
Business Post Group, where he was Group 
Financial Controller.
Tim Houstoun
*†
Managing director, Global Licensing – Age 44
After qualifying as a Chartered Accountant, 
Tim joined Security Dispatch Limited, a venture 
capital backed courier company, in 1990 as 
ﬁnance director, Tim was instrumental in 
returning this company to proﬁtability within 
12 months. Tim founded Business Direct in 
1993 and became chairman of SDS, a credit 
card distribution company in the Fast-track 
100, in 1999. Tim took a non-executive role 
at Business Direct to pursue other interests, 
including an Internet telecoms company and 
property development business. He returned 
in 2001 as chief executive before stepping 
down from that position in September 2006 
in order to develop ParcelXchange.
Graham Norfolk
*
Non-executive director – Age 46
Graham is a founder and director of 
Acorn Corporate Finance Limited, a company 
specialising in corporate ﬁnance advice and 
investing in companies with high growth 
prospects, usually at an early stage in their 
business life cycle. He is a Chartered 
Accountant and former partner of BDS 
Stoy Hayward. He is also a director of several 
public and private companies in a range 
of business areas.
Richard Martin
†
General manager/director – Age 46
Since qualifying with a degree in 
Environmental Science from Aston University 
in 1982 Richard has worked extensively within 
the logistics industry holding senior roles within 
the UK and on mainland Europe with Swift 
Service, Christian Salvesen, Exel and latterly 
as General Manager of Parcelnet. His key 
expertise is in the development and operation 
of large multi-client integrated network solutions, 
with particular emphasis within the in-night 
and through-the-night sectors, having led 
major automotive and technical projects within 
the UK, Portugal and Spain. In addition Richard 
has managed a ﬁeld based operation of over 
8,000 couriers within the B2C environment. 
Richard joined Business Direct in early 2007 
to head up the ParcelXchange division.
* Member of the board
† Senior management
Dr. Stephen Dakin*
Non-executive director – 43
Stephen is the Managing Director of Pinesoft Ltd., 
developer of the software used by Business Direct. 
Stephen developed the courier system used 
by OCS which has been installed in nearly 
100 countries and handles hundreds of 
thousands of shipments each day. Stephen 
has a degree in Physics and PhD in Biophysics 
from Imperial College of Science and 
Technology, London.
_1_BUS_ar06_front.indd   9 06/06/2007   16:13:05 10 Business Direct Group plc Annual report and ﬁnancial statements 06/07
The directors submit their report and the ﬁnancial statements of Business Direct Group plc for the 13 months ended 31 January 2007.
Principal activities
The principal activities of the group during the period were operating an intelligent outdoor locker distribution system, marketed as ParcelXchange, 
and providing distribution and logistics services, primarily in the ﬁeld service personnel market.
Results and dividends
The trading results for the period and the group’s ﬁnancial position at the end of the period are shown in the attached ﬁnancial statements. 
A full review of the results for the period and the group’s prospects is contained in the chairman’s statement and chief executive’s review. 
The directors do not propose a dividend.
Directors 
The names of the present directors and their biographical details are set out on page 9. The directors who served during the period are as follows:
PD Carvell (appointed 20 June 2006) 
W Crew  (appointed 17 February 2006, resigned 31 January 2007) 
Dr SRG Dakin  
R Hodgson (appointed 8 January 2007) 
TE Houstoun  
PH Keane (resigned 20 June 2006) 
GR Norfolk  
D O’Neill  (appointed 20 June 2006, resigned 28 March 2007) 
D Whitaker (appointed 20 June 2006, resigned 28 March 2007) 
C Wylde  (resigned 24 January 2006)
M Wilson and M Wright were appointed to the board on 28 March 2007.
Directors’ interests
At 31 January 2007, the current serving directors had the following beneﬁcial interests in the company’s shares:
 
      At 1 January 
      2006 or 
    At 31 January  later date of 
    2007  appointment 
 Class of share   Number  Number
PD Carvell Ordinary shares of 1p each   2,495,483  — 
 Deferred shares of 4p each   162,150  —
TE Houstoun Ordinary shares of 1p each   54,655,733  14,822,440 
 Deferred shares of 4p each   30,572,406  — 
 Redeemable £1 preference shares   —  945,000
Dr. SRG Dakin Ordinary shares of 1p each   2,166,667  1,400,000 
 Deferred shares of 4p each   1,400,000  —
At 31 January 2007, P Carvell had options over 8,666,666 shares. 7,333,333 vest on 30 September 2007, the balance are subject to achieving 
certain proﬁt-related targets. Subject to satisfying those targets, 666,667 vest on 31 January 2008 and 666,666 on 31 January 2009. 
Acorn Investment Nominees Limited (a company of which G Norfolk is a director) held an option over 539,880 ordinary shares which 
is exercisable at 50p per share.
Directors’ report
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Directors standing for re-election
The company’s Articles of Association require one third of the directors to stand for re-election every year. The following director will stand 
for re-appointment at the forthcoming annual general meeting, Dr S Dakin. P Carvell and R Hodgson were appointed as directors during the 
year and, in accordance with the company’s Articles of Association, will stand for re-election at the forthcoming annual general meeting.
Substantial shareholdings 
As at 20 April 2007, other than by the directors, substantial shareholdings were held by:
        Ordinary 
      Percentage  shares of 1p 
      holding  Number
ISIS EP      13.6%  22,625,000
Brewin Dolphin      7.8%  13,007,516
Invesco Perpetual AIM VCT Trust      6.8%  11,333,333
J M Finn Nominees Limited      5.9%  9,858,668
Williams de Broe      5.1%  8,501,534
No other person has notiﬁed an interest in the ordinary share capital of the company.
Share capital
Details of the movements in share capital are shown in note 20. 
On 8 January 2007, the directors were empowered at an extraordinary general meeting to allot shares for cash on a basis other than pro rata 
to existing shareholders in certain circumstances. It is proposed that this power should be renewed for a further period until the conclusion 
of the annual general meeting in 2008, and the appropriate special resolution and further details are set out in the notice of annual general meeting. 
Creditor payment policy
It is group policy to agree and clearly communicate the terms of payment as part of the commercial arrangements negotiated with suppliers and 
then to pay according to those terms based upon the timely receipt of an accurate invoice. The company supports the CBI Prompt Payers Code. 
A copy of the code can be obtained from the CBI at Centre Point, 103 New Oxford Street, London WC1A 1DU.
At 31 January 2007, the group had an average of 67 days’ purchases outstanding in trade creditors (2005: 62 days).
Financial instruments
The directors seek to optimise the use of equity and debt funding in the business. Borrowings are at ﬂoating rates and the board considers 
from time to time whether to use appropriate hedging techniques to minimise the group’s exposure to the risk of an increase in these rates. 
At the balance sheet date, no such hedging was in place.
Employee involvement
The group recognises and seeks to encourage the involvement of its employees, with the aim being the recruitment, motivation and retention 
of quality employees throughout the group. An approved and an unapproved share option schemes are in place and operated within the 
Enterprise Management Incentive Scheme.
The group’s employment policies, including the commitment to equal opportunity, are designed to attract, retain and motivate employees 
regardless of sex, race, religion or disability.
The group is committed to ensuring and communicating the requirements for a healthy and safe working environment for all employees, consistent 
with health and safety legislation and, wherever practicable, gives full consideration to applications for employment from disabled persons.
Employee share schemes
The involvement of key employees in the ﬁnancial performance of the group is encouraged through participation in the company’s share option 
schemes, details of which are shown in note 20 on pages 29 and 30.
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Third party indemnity provision for directors 
Qualifying third party indemnity provision is in place for the beneﬁt of all directors of the company.
Charitable and political contributions
The group made no political or charitable donations in the period to 31 January 2007 (2005: Nil).
Statement as to disclosure of information to auditors
The directors who were in ofﬁce on the date of approval of these ﬁnancial statements have conﬁrmed, as far as they are aware, that there 
is no relevant audit information of which the auditors are unaware. Each of the directors has conﬁrmed that he has taken all of the steps that 
they ought to have taken as directors in order to make themselves aware of any relevant audit information as to establish that it has been 
communicated to the auditor. 
Auditors
Baker Tilly UK Audit LLP was appointed as successor auditor with effect from 1 April 2007 following the cessation of the partnership 
known as Baker Tilly, and a resolution to re-appoint Baker Tilly UK Audit LLP as the company’s auditor will be proposed at the forthcoming 
annual general meeting.
P D Carvell
Chief executive 
20 April 2007 
Directors’ report continued
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Principles of corporate governance
The company’s board of directors appreciates the value of good corporate governance not only in the areas of accountability and risk management 
but also as a positive contribution to business prosperity. It believes that corporate governance involves more than a simple “box ticking” approach 
to establish whether a company has met the requirements of a number of speciﬁc rules and regulations. Rather, the issue is one of applying 
corporate governance principles (including those set out in the Corporate Governance Guidelines for AIM companies published by the 
Quoted Companies’ Alliance in July 2005) in a sensible and pragmatic fashion having regard to the individual circumstances of the group’s 
business. The key objective is to enhance and protect shareholder value. 
Board structure 
The board is responsible to shareholders for the proper management of the group. A statement of directors’ responsibilities in respect 
of the accounts is set out on page 19. Brief biographical details of the directors are given on page 9.
The non-executive directors have a particular responsibility to ensure that the strategies proposed by the executive directors are fully considered. 
The non-executive directors are considered by the board to be independent of management and free of any relationship which could materially 
interfere with the exercise of their independent judgement. All non-executives receive a ﬁxed fee for their services.
T o enable the board to discharge its duties, all directors have full and timely access to all relevant information and there is a procedure for all directors, 
in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the group. The board has a formal schedule 
of matters reserved to it and meets ten times a year. It is responsible for overall group strategy, approval of major capital expenditure projects 
and consideration of signiﬁcant ﬁnancing matters. The executive and non-executive directors attended all meetings which they were eligible 
to attend during the period.
The following committees, which have written terms of reference, deal with speciﬁc aspects of the group’s affairs: 
  The remuneration committee is responsible for making recommendations to the board on the company’s framework of executive remuneration 
and its cost. The committee determines the contract terms, remuneration and other beneﬁts for each of the executive directors, including 
performance-related bonus schemes, pension rights and compensation payments. The board itself determines the remuneration of the 
non-executive directors. The committee comprises of two non-executive directors (G R Norfolk and R Hodgson). It is chaired by R Hodgson 
and meets at least twice a year, including immediately before the submission of the annual and interim ﬁnancial statements to the board. 
The report on directors’ remuneration is set out on page 15. 
  The audit committee comprises of two non-executive directors (G R Norfolk and R Hodgson), and is chaired by G R Norfolk. Its prime tasks 
are to review the scope of external audit, to receive regular reports from Baker Tilly, and to review the half yearly and annual accounts before 
they are presented to the board, focusing in particular on accounting policies and areas of management judgement and estimation. 
The committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to shareholders. 
The committee acts as a forum for discussion of internal control issues and contributes to the board’s review of the effectiveness of the group’s 
internal control and risk management systems and processes. It advises the board on the appointment of external auditors and on their 
remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. It reviews and 
monitors the independence of the auditors, especially with regard to non-audit work. The audit committee met three times during the period 
to consider the reports of the auditors immediately before submission of the interim ﬁnancial information, prior to the commencement of 
the audit and immediately prior to the submission of the annual ﬁnancial statements to the board.
  The nomination committee was formed at the end of the ﬁnancial year and comprises two of the non-executive directors (R Hodgson and 
G Norfolk). The committee will consider all appointees before they are offered roles on the board of the company. Appointments are made 
after an evaluation of the skills, knowledge and expertise required to ensure that the board as a whole has the ability to ensure that the 
group can continue to compete effectively in its market place.
Corporate governance
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Internal control 
The directors are responsible for the group’s system of internal control and reviewing its effectiveness. The board has designed the group’s 
system of internal control in order to provide the directors with reasonable assurance that its assets are safeguarded, that transactions are 
authorised and properly recorded and that material errors and irregularities are either prevented or would be detected within a timely period. 
However, no system of internal control can eliminate the risk of failure to achieve business objectives or provide absolute assurance against 
material misstatement or loss. 
The key elements of the control system in operation are:
  the board meets regularly with a formal schedule of matters reserved to it for decision and has put in place an organisational structure 
with clear lines of responsibility deﬁned and with appropriate delegation of authority; and
  there are procedures for planning, approval and monitoring of capital expenditure and information systems for monitoring the group’s 
ﬁnancial performance against approved budgets and forecasts.
The process adopted by the group accords with the guidance contained in the document “Internal Control Guidance for directors on the 
“Combined Code” issued by the Institute of Chartered Accountants of England and Wales.
The audit committee will receive reports from the external auditors on a regular basis and from executive directors of the group. During the year, 
the audit committee has reviewed the effectiveness of the system of internal control as described above. The board receives periodic reports 
from all committees.
There are no signiﬁcant issues disclosed in the report and ﬁnancial statements for the period ended 31 January 2007 and up to the date 
of approval of the report and ﬁnancial statements that have required the board to deal with any related material internal control issues.
The board has considered whether the group’s internal controls processes would be signiﬁcantly enhanced by an internal audit function 
and has taken the view that, at the group’s current stage of development, this is not a necessity. The board will continue to review this matter 
each year.
Relations with shareholders 
The group values its dialogue with both institutional and private investors. Effective two-way communication with the investment community 
is actively pursued and this encompasses issues such as performance, policy and strategy. During the year, the directors had meetings with 
actual and potential investors and they will continue to do so on a regular basis. 
There is also an opportunity, at the company’s annual general meeting, for individual shareholders to raise general business matters with the 
full board, and notice of the company’s annual general meeting is circulated to all shareholders at least 20 working days before such meeting. 
The chairmen of the audit and remuneration committees will be available at the annual general meeting to answer questions.
The annual report is to be published on the company’s website, which also includes previous ﬁnancial reports and other announcements made 
during the period.
Going concern 
The directors conﬁrm that they are satisﬁed that the company and the group have adequate resources to continue in business for the foreseeable 
future. For this reason, they have adopted the going concern basis in preparing these ﬁnancial statements.
Corporate governance continued
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Remuneration policy for executive and non-executive directors
The basic annual salary paid to each executive and non-executive director is as set out below, and is to be reviewed annually (without any 
obligation to increase the same). In addition, performance-related bonuses and other beneﬁts are provided, as shown:
 Basic    2007 2007 2005 2005 
 salary Fees Beneﬁts Bonuses Total Pension T otal Pension 
 £ £ £ £ £ £ £ £
R Hodgson — — — — — — — —
PD Carvell 82,519 10,000 5,000 — 97,519 10,417 — —
PH Keane — 14,500 — — 14,500 — 20,000 —
TE Houstoun 108,333 — 8,125 — 116,458 — 107,500 —
D Whitaker 36,000 — 5,000 — 41,000 — — —
D O’Neill 35,000 — — — 35,000 — — —
W Crew 46,000 — 6,875 10,000 62,875 — — —
 307,852 24,500 25,000 10,000 367,352 10,417 127,500 —
The salary for P Carvell, D O’Neill and D Whitaker represents payments from date of joining and is therefore for less than 13 months. P Keane’s 
fees are for the period from 1 January 2006 until he ceased to be a director. 
G R Norfolk’s remuneration is paid to a company of which he is a director and shareholder, Acorn Corporate Finance Limited.
Share Options
Details of directors’ interests in share options can be found in the directors’ report on page 10.
Incentive schemes
Bonuses
Each executive director will earn proﬁt-related bonuses based on EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) 
and achieving other performance criteria.
Enterprise Management Incentive (“EMI”) Scheme
The company has granted options under the EMI scheme to selected key employees. The eligible employees or directors must be an employee 
of the group, and not have a material interest in the company or the group. The individual participation limits held by an employee will be £100,000. 
The exercise price per ordinary share payable will be the higher of the market value of the shares at the date of grant agreed by the Inland Revenue 
and the nominal value of the share. An option will not normally be exercisable until three years have lapsed since its grant and subsisting options 
will lapse ten years after the grant. As at 31 January 2007, options over 2,197,095 ordinary shares granted under the EMI scheme remained unexercised.
Service contracts
Each of the executive directors has entered into a service agreement with the company. The service agreements are terminable on not less than 
six months’ notice by either party to the others at any time, save in respect of the agreement with P Carvell and T Houstoun, which is terminable 
on not less than 12 months’ notice. The service agreements contain provisions for early termination, inter alia, in the event of a breach by the 
director in question. 
Each of the non-executive directors has entered into a service agreement with the company. The service agreements are terminable on not less 
than three months’ notice by either party to the others or where the director is not re-elected at an annual general meeting. The service agreements 
contain provisions for early termination, inter alia, in the event of a breach by the director in question.
Report of the remuneration committee
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The directors are responsible for preparing the annual report and the ﬁnancial statements in accordance with applicable law and United Kingdom 
Generally Accepted Accounting Practice. Company law requires the directors to prepare ﬁnancial statements for each ﬁnancial year which give 
a true and fair view of the state of affairs of the company and of the group and of the proﬁt or loss of the group for that period. In preparing those 
ﬁnancial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
•  state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the 
ﬁnancial statements; and
• prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the ﬁnancial position 
of the group and to enable them to ensure that the ﬁnancial statements comply with the requirements of the Companies Act 1985. They are 
also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities.
The directors are responsible for ensuring that the directors’ report and other information included in the annual report is prepared in accordance 
with company law in the United Kingdom. They are also responsible for ensuring that the annual report includes information required by the 
AIM Rules.
The directors are also responsible for the maintenance and integrity of the Business Direct website. The work carried out by the auditors does 
not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to 
the information contained in the ﬁnancial statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the ﬁnancial statements and other information included 
in annual reports may differ from legislation in other jurisdictions.
Directors’ responsibilities
in the preparation of the ﬁnancial statements
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We have audited the ﬁnancial statements which comprise the group proﬁt and loss account, the group balance sheet, the company balance sheet, 
the group cash ﬂow statement and the related notes. 
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work 
has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report 
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company 
and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the ﬁnancial statements in accordance with applicable law and United Kingdom 
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors’ responsibilities.
Our responsibility is to audit the ﬁnancial statements in accordance with relevant legal and regulatory requirements and International Standards 
on Auditing (UK and Ireland).
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and are properly prepared in accordance with the 
Companies Act 1985 and whether the information given in the directors’ report is consistent with the ﬁnancial statements. We also report to you if, 
in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for 
our audit, or if information speciﬁed by law regarding directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report, and consider whether it is consistent with the audited ﬁnancial statements. This other 
information comprises only the chairman’s review, the chief executive’s review, the report of the remuneration committee and the corporate 
governance statement. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies 
with the ﬁnancial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. 
An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁnancial statements. It also includes 
an assessment of the signiﬁcant estimates and judgements made by the directors in the preparation of the ﬁnancial statements, and of whether 
the accounting policies are appropriate to the group’s and company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide 
us with sufﬁcient evidence to give reasonable assurance that the ﬁnancial statements are free from material misstatement, whether caused 
by fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the 
ﬁnancial statements.
Opinion
In our opinion 
  the ﬁnancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state 
of the group’s and parent company’s affairs as at 31 January 2007 and of the group’s loss for the period then ended and have been properly 
prepared in accordance with the Companies Act 1985; and
  the information given in the directors’ report is consistent with the ﬁnancial statements.
Baker Tilly Uk Audit LLP
Registered Auditor and Chartered Accountants
Brazennose House
Lincoln Square
Manchester M2 5BL
20 April 2007
Independent auditors’ report
to the members of Business Direct Group plc
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    2007  2005 
  Notes  £  £
Group turnover    15,945,372  13,511,421
Cost of sales    (10,499,774)  (9,769,401)
Gross proﬁt    5,445,598  3,742,020
Administrative expenses    (7,118,636)  (6,240,198)
Share-based payment charge    (67,845)  —
Other income  2  53,657  116,775
Operating loss  3  (1,687,226)  (2,381,403)
Proﬁt on sale of investments    —  15,000
Exceptional items  6  (421,736)  (459,024)
    (2,108,962)  (2,825,427)
Interest receivable    10,980  16,714
Interest payable and similar charges  7  (304,930)  (175,249)
Loss on ordinary activities before taxation    (2,402,912)  (2,983,962)
Taxation  8  —  —
Loss for the ﬁnancial year    (2,402,912)  (2,983,962)
Basic loss per share  25  (6.7)p  (9.5)p
The operating loss for the year arises from the group’s continuing operations. No separate statement of total recognised gains and losses has 
been presented as all such gains and losses have been dealt with in the proﬁt and loss account.
Group proﬁt and loss account
for the period ended 31 January 2007
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    2007  2005 
  Notes  £  £
Fixed assets      
Intangible assets  10  1,967,974  2,158,751
Tangible assets  11  2,537,460  2,191,139
    4,505,434  4,349,890
Current assets      
Debtors due within one year  13  2,929,908  2,478,636
Debtors due in more than one year  13  501,501  501,501
Cash at bank and in hand    713,962  293,590
    4,145,371  3,273,727
Creditors: amounts falling due within one year  14  3,792,717  2,700,035
Net current assets    352,654  573,692
Total assets less current liabilities    4,858,088  4,923,582
Creditors: amounts falling due after more than one year  15  1,792,420  3,362,002
    3,065,668  1,561,580
Provisions for liabilities and charges      
Government grants  16  100,000  116,250
    2,965,668  1,445,330
Capital and reserves      
Called up share capital   20  2,751,338  763,088
Share premium account  21  6,892,622  5,025,467
Share option charge reserve    67,845  —
Proﬁt and loss account  21  (6,746,137)  (4,343,225)
Shareholders’ funds   22  2,965,668  1,445,330
These ﬁnancial statements were approved by the directors and authorised for issue on 20 April 2007 and are signed on their behalf by:
P D Carvell
Chief executive
20 April 2007
Group balance sheet
as at 31 January 2007
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    2007  2005 
  Notes  £  £
Fixed assets      
Investments   12  3,301,930  3,301,930
Current assets      
Debtors due within one year  13  27  9,357
Debtors due in more than one year  13  2,919,734  —
Cash at bank and in hand    —  —
Net current assets    2,919,761  9,357
Total assets less current liabilities    6,221,691  3,311,287
Creditors: amounts falling due after more than one year  15  —  945,000
    6,221,691  2,366,287
Capital and reserves      
Called up share capital   20  3,719,086  1,730,837
Share premium account  21  6,793,872  4,926,717
Proﬁt and loss account  21  (4,291,267)  (4,291,267)
Shareholders’ funds     6,221,691  2,366,287
These ﬁnancial statements were approved by the directors and authorised for issue on 20 April 2007 and are signed on their behalf by:
P D Carvell
Chief executive
20 April 2007
Company balance sheet
as at 31 January 2007
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    2007  2005 
  Notes  £  £
Net cash ﬂow from operating activities   23a  (918,393)  (2,961,994)
Returns on investments and servicing of ﬁnance   23b  (293,950)  (158,535)
Capital expenditure and ﬁnancial investment   23b  (780,191)  (1,248,484)
Acquisitions and disposals   23b  —  (337,950)
Cash outﬂow before ﬁnancing    (1,992,534)  (4,706,963)
Financing   23b  2,412,906  3,842,071
Increase/(decrease) in cash in the period    420,372  (864,892)
Reconciliation of net cash ﬂow to movement in net funds
for the period ended 31 January 2007 
    2007  2005 
  Notes  £  £
Increase/(decrease) in cash in the period    420,372  (864,892)
Non-cash movements    1,010,528  —
Net cash inﬂow/(outﬂow) from debt ﬁnancing    497,499  (2,611,677)
Contingent consideration on acquisition of businesses    —  (358,011)
Change in net funds  23c  1,928,399  (3,834,580)
Net debt at 1 January 2006  23c  (3,956,353)  (121,773)
Net debt at 31 January 2007  23c  (2,027,954)  (3,956,353)
Group cash ﬂow statement
for the period ended 31 January 2007
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Basis of accounting
The ﬁnancial statements have been prepared under the historical cost convention.
Change in accounting policies
The group has consistently applied all relevant accounting standards except for the changes in accounting standards as detailed below.
FRS 20 “Share-based Payment” is effective for unlisted companies (including AIM companies) for accounting periods beginning on or after 
1 January 2006. In accordance with the standard, the cost of share options awarded to employees and franchises measured by reference 
to their fair value at the date of grant is recognized over the vesting period of the options based on the number of options which in the opinion 
of the directors will ultimately vest. 
An analysis of the impact of FRS 20 is as follows:
Proﬁt and loss account
      Period to 
      31 January 
      2007 
      £
Loss before adoption of new accounting standards      (2,335,067)
Impact of FRS 20      (67,845)
Restated loss after adoption of new accounting standards      (2,402,912)
The directors have not made a prior year adjustment in respect of the cost of share options arising in prior years in view of the immateriality 
of the charge of £19,541 to these ﬁnancial statements.
Going concern
The group has incurred losses of £2,402,912 for the period (2005: £2,983,962). The directors have prepared ﬁnancial projections covering the 
three years ending 31 January 2010 which indicate that the group will continue to operate within the facilities arranged with its bankers. On this 
basis, the directors have adopted the going concern basis in the preparation of these ﬁnancial statements.
Basis of consolidation
The consolidated ﬁnancial statements incorporate the ﬁnancial statements of the company and all group undertakings. These are adjusted, 
where appropriate, to conform to group accounting policies. 
Acquisitions prior to 31 December 2004 are accounted for under the reverse acquisition method as set out in International Financial Reporting 
Standard 3 – Business Combinations and Mergers (“IFRS 3”) in relation to the acquisition of Business Direct Limited in 2004. This treatment does 
not comply with Companies Act 1985 or with Financial Reporting Standard 6 – “Acquisitions and Mergers”, which require merger accounting 
to be adopted. However, the directors are of the view that the reverse acquisition method should be adopted to give a true and fair view of 
the group restructuring. The ﬁnancial effect of this departure is not considered to be material to the group balance sheet. 
Acquisitions since 1 January 2005 are accounted for under the acquisition method. The results of companies acquired or disposed of are 
included in the proﬁt and loss account after or up to the date that control passes respectively. 
As a consolidated proﬁt and loss account is published, a separate proﬁt and loss account for the parent company is omitted from the group 
ﬁnancial statements by virtue of section 230 of the Companies Act 1985.
Turnover
The turnover shown in the proﬁt and loss account represents amounts invoiced for services provided during the period, exclusive of Value Added T ax.
Research and development expenditure
Development expenditure is carried forward when its future recoverability can be foreseen with reasonable assurance, and is amortised in line 
with the revenues deriving from the related assets. All other research and development expenditure is written off against proﬁts as incurred.
Retirement beneﬁts
For deﬁned contribution schemes, the amount charged to the proﬁt and loss account in respect of pension costs and other post-retirement 
beneﬁts is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown 
as either accruals or prepayments in the balance sheet.
Accounting policies
_BUS_ar06_back.indd   13 06/06/2007   16:13:30 23 Business Direct Group plc Annual report and ﬁnancial statements 06/07
Share-based compensation
The group operates an equity-settled, share-based compensation plan. The fair value of the employee services received in exchange for the grant 
of options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value 
of the options granted, excluding the impact of any non-market vesting conditions (for example, proﬁtability and growth targets). Non-market 
vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. At each balance sheet 
date, the group revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision 
of original estimates, if any, in the proﬁt and loss account, and a corresponding adjustment to reserves over the remaining vesting period.
The proceeds received net of any attributable transaction costs are credited to share capital (nominal value) and share premium when the options 
are exercised.
Goodwill
Goodwill, representing the excess of the purchase price compared with the fair value of net assets acquired, is capitalised and written off evenly 
over 20 years as, in the opinion of the directors, this represents the period over which the goodwill is effective. It is reviewed for impairment at 
the end of the ﬁrst full ﬁnancial year following the acquisition and in other periods if events or changes in circumstances indicate the carrying 
value may not be recoverable. 
Fixed assets
All ﬁxed assets are initially recorded at cost.
Depreciation
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset, 
as follows:
Leasehold Property – equally over the term of the lease 
Fixtures & Fittings – 25% on cost 
Computer Equipment – 25% on cost 
ParcelXchanges – 10% on cost
The carrying values of tangible ﬁxed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value 
may not be recoverable.
Operating lease agreements
Rentals applicable to operating leases where substantially all of the beneﬁts and risks of ownership remain with the lessor are charged against 
proﬁts on a straight-line basis over the period of the lease.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions 
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. 
Timing differences are differences between the group’s taxable proﬁts and its results as stated in the ﬁnancial statements that arise from the 
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the ﬁnancial statements. 
Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable 
proﬁts from which the future reversal of the underlying tax differences can be deducted. 
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, 
based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. 
Deferred tax is measured on a non-discounted basis.
Deferred government grants
Government grants on capital expenditure are credited to deferred income and are released to the proﬁt and loss account by equal annual 
measurements over the expected useful life of the asset to which they relate.
Grants of a revenue nature are credited to the proﬁt and loss account in the period to which they relate.
Investments
These are valued at cost less a provision for any permanent impairment in value. When any transfer of business is made between subsidiaries, 
the cost of investment in those subsidiaries is adjusted accordingly to reﬂect the transaction.
_BUS_ar06_back.indd   14 06/06/2007   16:13:30 24 Business Direct Group plc Annual report and ﬁnancial statements 06/07
1 Turnover and segmental analysis
The group operates in the provision of one activity, supplying logistic solutions to corporate entities. Revenues generated are wholly within the UK. 
Revenues generated through ParcelXchanges in the year grew by 163% to £4,477,000 (2005 £1,704,000). Further analysis of sales, net assets 
and results has not been given as, in the opinion of the directors, such disclosure would be prejudicial to the interests of the group.
2 Other operating income 
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Deferred capital grant    16,250  15,000
Sundry income     37,407  101,775
    53,657  116,775
3 Operating loss
Operating loss is stated after charging/(crediting):
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Amortisation of goodwill    125,249  103,750
Amortisation of government grants    (16,250)  (15,000)
Depreciation of owned ﬁxed assets    433,870  343,055
Auditors’ remuneration      
- as auditors of the company    9,400  8,250
- for audit of subsidiary companies    15,400  13,250
- for tax compliance    7,000  4,250
- for corporate ﬁnance transaction support    22,450  —
- for other work    9,500  6,500
Operating lease costs:      
Land and buildings    456,214  356,879
4 Particulars of employees
The average number of staff employed by the group during the period amounted to:
       
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005
Operations     156  123
Sales     12  11
Administration    18  12
Management     4  4
    190  150
The aggregate payroll costs of the above were:
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Wages and salaries    4,644,581  3,429,610
Social security costs    463,253  347,854
Other pension costs    18,938  35,239
    5,126,772  3,812,703
Notes to the ﬁnancial statements
for the period ended 31 January 2007
_BUS_ar06_back.indd   15 06/06/2007   16:13:30 25 Business Direct Group plc Annual report and ﬁnancial statements 06/07
5 Directors’ emoluments
The directors’ aggregate emoluments in respect of qualifying services were:
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Emoluments receivable    405,452  225,000
Value of company pension contributions to money purchase schemes    10,417  —
    415,869  225,000
Emoluments of highest paid director:
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Total emoluments (excluding pension contributions)    116,458  107,500
Value of company pension contributions to money purchase schemes    10,417  —
    126,875  107,500
No directors accrued beneﬁts under a company pension scheme or exercised share options during the year.
A sum of £46,500 was paid to D Whitaker as compensation for loss of ofﬁce arising from the fundamental restructuring of the business.
6 Exceptional items
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Fundamental restructuring of the business    421,736  459,024
The exceptional item includes redundancy costs, empty property costs and the external costs of conducting the strategic review during the period. 
7 Interest payable and similar charges
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Interest payable on:      
Bank loans and overdrafts    197,493  130,707
Other loans    107,437  44,542
    304,930  175,249
8 Taxation on ordinary activities
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Current tax:      
Corporation tax at 30% (2005: 30%)    —  —
Total current tax    —  —
Deferred tax:      
Origination of and reversal of timing differences    —  —
Tax on loss on ordinary activities    —  —
_BUS_ar06_back.indd   16 06/06/2007   16:13:31 26 Business Direct Group plc Annual report and ﬁnancial statements 06/07
8 Taxation on ordinary activities continued
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Factors affecting the tax charge for the year:      
Loss on ordinary activities before taxation    (2,402,912)  (2,983,962)
Loss on ordinary activities before taxation multiplied by standard rate 
of UK corporation tax of 30.00% (2004: 30.00%)    (712,723)  (895,189)
Effects of:      
Expenses not deductible – ﬁxed assets     9,299  —
Expenses not deductible    37,621  24,505
Capital allowances in excess of depreciation    (74,942)  (59,982)
Other short term timing difference    3,294  —
Capital gain    —  4,500
Losses not recognised arising in the period    737,451  926,166
    —  —
Current tax credit    —  —
    Period  Year 
    ended  ended 
    31 January  31 December 
    2007  2005  
    £  £
Deferred tax:      
Balance brought forward    (501,501)  (501,501)
Movement in year    —  —
    (501,501)  (501,501)
Accelerated capital allowances    284,084  147,900
Short term timing differences    (3,294)  —
Tax losses available    (782,291)  (649,401)
    501,501  501,501
The directors have considered the projected results of the group in assessing the recoverability of the deferred tax asset and, in view of these 
projections, consider that the deferred tax will be recoverable in the reasonably foreseeable future.
Factors that may affect future tax charges
The group has an additional amount of unprovided deferred taxation of £1,514,846, representing trading losses available to carry forward to relieve 
against proﬁts of the same trade in future years.
9 Loss attributable to members of the parent company
The loss dealt with in the accounts of the parent company was £Nil (2005: £4,249,103).
10 Intangible ﬁxed assets
      Goodwill 
      2007 
Group      £
Cost      
At 1 January 2006      2,262,501
Addition      31,256
Adjustment to goodwill      (96,784)
At 31 January 2007      2,196,973
Amortisation      
At 1 January 2006      103,750
Charge for the period      125,249
At 31 January 2007      228,999
Net book value      
At 31 January 2007      1,967,974
At 31 December 2005      2,158,751
Notes to the ﬁnancial statements continued
for the period ended 31 January 2007
_BUS_ar06_back.indd   17 06/06/2007   16:13:31 27 Business Direct Group plc Annual report and ﬁnancial statements 06/07
11 Tangible ﬁxed assets
  Leasehold Fixtures Computer ParcelXchange  
  property and ﬁttings equipment boxes T otal 
Group  £  £  £  £  £ 
Cost      
At 1 January 2006  54,986 413,390 433,458 1,998,498 2,900,332
Additions   - 222,051 128,909 429,231 780,191
At 31 January 2007  54,986 635,441 562,367 2,427,729 3,680,523
Depreciation      
At 1 January 2006  39,091 310,433 75,428 284,241 709,193
Charge for the year   11,913 84,836 115,501 221,620 433,870
At 31 January 2007  51,004 395,269 190,929 505,861 1,143,063
Net book value      
At 31 January 2007  3,982 240,172 371,438 1,921,868 2,537,460
At 31 December 2005  15,895 102,957 358,030 1,714,257 2,191,139
12 Investments
Company      £ 
Cost      
At 1 January 2006      3,301,930
At 31 January 2007      3,301,930
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
   Proportion  
   of voting  
 Country of  rights and Nature of 
 incorporation Holding shares held business
Business Direct Limited England Ordinary shares 100% Parcel exchanges 
  Preference shares 100% 
Concord (Business Direct) Limited* England Ordinary shares 100% Express delivery and 
    technical courier
Softlocker Limited England Ordinary shares 100% Dormant
Briar Holdings Limited Jersey Ordinary shares 100% Dormant
* Formerly BComp236 Limited.
13 Debtors
 Group Company
    
   2007  2005  2007  2005 
   £  £  £  £ 
Amounts falling due within one year:      
Trade debtors   2,276,658 2,041,517 — —
Other debtors   73,195 151,912 27 2
VAT   — — — 9,355
Prepayments and accrued income   580,055 285,207 — —
   2,929,908 2,478,636 27 9,357
Amounts falling due after more than one year:   — — — —
Deferred tax    501,501 501,501 — —
Amounts owed by group undertakings   — — 2,919,734 —
   3,431,409 2,980,137 2,919,761 9,357
The group has an invoice discounting facility advanced against trade debtors.
_BUS_ar06_back.indd   18 06/06/2007   16:13:31 28 Business Direct Group plc Annual report and ﬁnancial statements 06/07
14 Creditors: amounts falling due within one year
 Group Company
    
   2007  2005  2007  2005 
   £  £  £  £
Bank loan   — 200,000 — —
Invoice discounting   914,340 543,944 — —
Trade creditors   1,738,834 1,070,150 — —
Other taxes and social security costs   536,047 408,424 — —
Other creditors   12,744 95,169 — —
Contingent consideration   35,156 143,997 — —
Accruals and deferred income   555,596 238,351 — —
   3,792,717 2,700,035 — —
The following liabilities disclosed under creditors falling due within one year are secured by the group:
 Group Company
    
   2007  2005  2007  2005 
   £  £  £  £
Invoice discounting debt   914,340 543,944 — —
Bank loan   — 200,000 — —
   914,340 743,944 — —
The invoice discounting debt at the year end is secured on certain trade debtors.
The bank loan is secured by a ﬁxed and ﬂoating charge over all assets of the group.
On 21 March 2007, the group secured additional invoice discounting facilities of £0.25m. Revised facilities are £2.2m greater than those drawn 
at 31 January 2007, and are as shown below:
  Facilities at  
 Revised facilities 31 January 2007
    
    Invoice  Invoice 
   Loans discounting  Loans discounting 
   £  £  £  £
Invoice discounting facility   — 2,250,000 — 914,340
Bank loan   2,500,000 — 1,600,000 —
   2,500,000 2,250,000 1,600,000 914,340
15 Creditors: amounts falling due after more than one year
 Group Company
    
   2007  2005  2007  2005 
   £  £  £  £
Contingent consideration   — 124,582 — —
Bank loan   1,600,000 2,100,000 — —
Preference shares   — 945,000 — 945,000
Directors’ loan accounts   93,597 192,420 — —
Other loan   98,823 — — —
   1,792,420 3,362,002 — 945,000
Included in the bank loan is a revolving credit facility that has been drawn down under a three year multi-option facility (“MOF”). The amount 
drawn down under the facility is repayable in quarterly instalments from 31 March 2008, and bears interest at 3.5% over base rate/LIBOR. The 
loan is secured by a ﬁxed and ﬂoating charge on the assets of the company.
The directors’ and other loan are non-interest bearing, unsecured and not due for repayment within one year. The director owed money 
is T Houstoun (£93,597) and the other loan relates to C Wylde (£98,823) who resigned as a director in January 2006.
Notes to the ﬁnancial statements continued
for the period ended 31 January 2007
_BUS_ar06_back.indd   19 06/06/2007   16:13:31 29 Business Direct Group plc Annual report and ﬁnancial statements 06/07
16 Government grants
 Group Company
    
   2007  2005  2007  2005 
   £  £  £  £
Received and receivable:      
At 1 January 2006 and 31 January 2007   150,000 150,000 — —
Amortisation:      
At 1 January 2006   33,750 18,750 — —
Credit to proﬁt and loss account   16,250 15,000 — —
At 31 January 2007   50,000 33,750 — —
Net balance at 31 January 2007   100,000 116,250 — —
17 Commitments under operating leases
At 31 January 2007, the group and company had annual commitments under non-cancellable operating leases as set out below.
 Land and buildings
    2007  2005 
    £  £
Operating leases which expire:
Within two to ﬁve years    42,100  88,500
Over ﬁve years     287,500  287,500
    329,600   376,000
18 Capital commitments
During the current ﬁnancial year, the group entered into contracts of £225,000 for future capital expenditure not provided for in the ﬁnancial statements.
19 Related party transactions
The company purchased IT equipment and software from Pinesoft Computers Limited, a company of which Dr S Dakin is a director. 
The value of purchases in the year was £675,409 (2005: £505,900), the balance owing at the year end was £107,165 (2005: £40,941). 
On 10 October 2006, Pinesoft Computers Limited made a loan of £70,000 to the company at commercial interest rates. The loan was repaid 
on 24 January 2007.
The company used the services of Acorn Corporate Finance Limited, a company of which G Norfolk is a director). The value of these services 
was £2,945 (2005: £41,446) and the balance owing at the year end was £546 (2005: £40,942). 
The company also used the services of Medrealty Estates Limited, a company of which R Hodgson is a director, in connection with strategy 
formulation. The value of these services was £20,690 (2005: £Nil), there was no balance owing at the year end (2005: £Nil). 
On 10 October 2006, D Whitaker made a loan of £30,000 to the company at commercial interest rates. The loan was repaid on 31 January 2007.
20 Share capital
    2007   2005  
    £   £ 
Authorised:
381,500,000 ordinary shares of £0.01 each (2005: 50,000,000 of £0.05)    3,815,000  2,500,000
65,750,000 deferred shares of £0.04 each    2,630,000  —
945,000 preference shares of £1 each    —  945,000
    6,445,000  3,445,000
   2007  2005  2007  2005  
   Number  Number £  £ 
Allotted and called up:
Ordinary shares of £0.01 each (2005: £0.05 each)   166,981,733 34,616,733 1,669,817 1,730,837
Deferred shares of £0.04 each   51,231,733 — 2,049,269 —
Preference shares of £1 each   — 945,000 — 945,000
     3,719,086 2,675,837
Less classiﬁed as creditors due after more than one year     — (945,000)
     3,719,086 1,730,837
_BUS_ar06_back.indd   20 06/06/2007   16:13:31 30 Business Direct Group plc Annual report and ﬁnancial statements 06/07
20 Share capital continued
Ordinary Shares
On 8 January 2007, the company subdivided and converted 35,481,733 issued ordinary shares of 5p each and 14,518,267 unissued ordinary 
shares of 5p each into 50,000,000 ordinary shares of 1p each and 50,000,000 deferred shares of 4p each. On the same date, the company 
increased the authorised share capital from £3,445,000 to £6,445,000 by the creation of an additional 300,000,000 ordinary shares of 1p each. 
The company then converted the 945,000 preference shares of £1 each into 31,500,000 ordinary shares of 1p each and 15,750,000 deferred 
shares of 4p each and issued 100,000,000 ordinary shares of 1p at 3 pence per share for a total consideration of £3,000,000 before issue costs 
of £249,622. 
Options
Employees held options at 31 January 2007 for 13,863,761 ordinary shares as follows:
  Number of 
 Subscription shares for which Period over which 
Grant date price per share rights exercisable options are exercisable
Approved Scheme   
13 January 2005 44.0p 1,049,850 January 2008 to January 2015
23 August 2004 50.0p 1,012,275 August 2004 to August 2014
10 July 2004 25.0p 134,970 July 2007 to July 2014
Unapproved Scheme   
1 December 2006 3.0p 11,666,666 December 2006 to December 2016
  13,863,761 
No share options were exercised during the year.
At 31 January 2007 there were options over 13,863,761 ordinary shares of 1p each which are exercisable at prices in the range from 3p to 50p 
under the company’s various share option schemes exercisable at various times up to 2016.  
The weighted average fair value of options granted during the period using the Black Scholes valuation method was 5.9p per share. The signiﬁcant 
inputs into the model were weighted average share price of 9.8p at the grant date, exercise price shown above, standard deviation of expected 
share returns of 50%, expected option life of 96 months, and risk free interest rate of UK government gilt edged stock. The volatility measured 
at the standard deviation of expected share price returns is based on statistical analysis of monthly share prices over the last 28 months.
The consolidated ﬁnancial statements include the following as share capital, following the reverse accounting method set out in IFRS 3:
    2007   2005  
    £   £ 
Share capital of Softlocker Limited    2,250  2,250
Share capital of Business Direct Limited    10,000  10,000
Issued on incorporation – 200 shares of 1p each    2  2
Issued on conversion of debt – 2,000,000 shares of 1p each    20,000  20,000
Issued on acquisition – 15,370,400 shares of 1p each     153,720  153,720
Issued in placings – 162,036,600 (2005: 57,711,665) shares of 1p each    1,620,366  577,116
Preference shares converted to deferred and ordinary shares    945,000  —
Equity share capital    2,751,338  763,088
Non equity – 945,000 preference shares of £1 each    —  945,000
Total share capital    2,751,338  1,708,088
Less classiﬁed as creditors due after more than one year    —  (945,000)
    2,751,338  763,088
Notes to the ﬁnancial statements continued
for the period ended 31 January 2007
_BUS_ar06_back.indd   21 06/06/2007   16:13:32 31 Business Direct Group plc Annual report and ﬁnancial statements 06/07
21 Reserves
    Share premium  Proﬁt and 
    account  loss account 
Group    £  £
Balance brought forward    5,025,467  (4,343,225)
Loss for the year    —  (2,402,912)
Other movements:      
New equity share capital subscribed    1,867,155  —
Balance carried forward    6,892,622  (6,746,137)
    Share premium  Proﬁt and 
    account  loss account 
Company    £  £
Balance brought forward    4,926,717  (4,291,267)
Loss for the year    —  —
Other movements:      
New equity share capital subscribed    1,867,155  —
Balance carried forward    6,793,872  (4,291,267)
22 Reconciliation of movements in shareholders’ funds
    2007   2005  
    £   £ 
Loss for the ﬁnancial year    (2,402,912)  (2,983,962)
Share option reserve    67,845  —
New equity share capital subscribed    1,043,250  381,136
Conversion of preference shares    945,000  —
Premium on new share capital subscribed    1,867,155  2,217,366
    3,923,250  2,598,502
Net addition/(reduction) to shareholders’ equity funds    1,520,338  (385,460)
Opening shareholders’ equity funds    1,445,330  1,830,790
Closing shareholders’ equity funds    2,965,668  1,445,330
23 Cash ﬂows
a Reconciliation of operating loss to net cash outﬂow from operating activities
    2007   2005  
    £   £ 
Operating loss    (1,687,226)  (2,381,403)
Costs of fundamental restructuring    (421,736)  (459,024)
Depreciation    433,870  343,055
Amortisation of goodwill    125,249  103,750
Amortisation of government grants    (16,250)  (15,000)
Increase in debtors    (451,272)  (1,413,843)
Increase in creditors    1,031,127  860,471
Share-based compensation    67,845  —
Net cash outﬂow from operating activities    (918,393)  (2,961,994)
_BUS_ar06_back.indd   22 06/06/2007   16:13:32 32 Business Direct Group plc Annual report and ﬁnancial statements 06/07
23 Cash ﬂows continued
b Analysis of cash ﬂows for headings netted in the cash ﬂow statement
    2007   2005  
Returns on investment and servicing of ﬁnance    £   £ 
Interest received    10,980  16,714
Interest paid    (304,930)  (175,249)
Net cash inﬂow from returns on investments and servicing of ﬁnance    (293,950)  (158,535)
    2007   2005  
Capital expenditure and ﬁnancial investment    £   £ 
Disposal of investments    —  20,000
Payments to acquire tangible ﬁxed assets    (780,191)  (1,268,484)
Net cash outﬂow for capital expenditure and ﬁnancial investment    (780,191)  (1,248,484)
    2007   2005  
Acquisitions and disposals    £   £ 
Purchase of businesses     —  (337,950)
Net cash outﬂow from acquisitions and disposals    —  (337,950)
    2007   2005  
Financing    £   £ 
Issue of equity share capital    1,043,250  227,416
Share premium on issue of equity share capital    1,867,155  1,002,978
Advances from invoice discounters    370,396  401,109
Payment of contingent consideration     (167,895)  (89,432)
Bank term loan (repaid)    (700,000)  2,300,000
Net cash inﬂow from ﬁnancing    2,412,906  3,842,071
c Analysis of net debt
   At   At 
   1 January  Non-cash 31 January 
   2006 Cash ﬂows movements 2007 
   £  £  £ £
Cash in hand and at bank   293,590 420,372 — 713,962
   293,590 420,372 — 713,962
Debt:      
Invoice discounting   (543,944) (370,396) — (914,340)
Contingent consideration   (268,579) 167,895 65,528 (35,156)
Bank loan   (2,300,000) 700,000 — (1,600,000)
Director’s loans   (93,597) — — (93,597)
Other loan   (98,823) — — (98,823)
Preference shares   (945,000) — 945,000 —
Net debt   (3,956,353) 917,871 1,010,528 (2,027,954)
Notes to the ﬁnancial statements continued
for the period ended 31 January 2007
_BUS_ar06_back.indd   23 06/06/2007   16:13:32 33 Business Direct Group plc Annual report and ﬁnancial statements 06/07
24 Financial instruments
As permitted by FRS 13, short term creditors and debtors have been excluded from the disclosures, with the exception of the currency proﬁle.
The group’s policy during the period ended 31 January 2007 to achieve its ﬁnancial and operational objectives was to use cash, short term deposits, 
convertible preference shares, long-term loans, asset based ﬁnance and invoice discounting. It is not the group’s policy to enter into ﬁnancial 
derivatives for speculative or trading purposes.
The group did not use ﬁnancial instruments during the year to hedge against interest rate movements; the group’s borrowings are linked to LIBOR. 
The interest rate proﬁle of ﬁnancial assets of the group as at 31 January 2007 is as follows:
     Financial assets 
   Fixed rate Floating rate on which  
   ﬁnancial ﬁnancial no interest  
   assets assets is paid T otal 
   £ £ £ £
2007      
Sterling   — 713,962 — 713,962
2005      
Sterling   — 293,590 — 293,590
The interest rate proﬁle of the ﬁnancial liabilities of the group as at 31 January 2007 is as follows: 
     Financial assets 
   Fixed rate Floating rate on which  
   ﬁnancial ﬁnancial no interest  
   assets assets is paid T otal 
   £ £ £ £
2007      
Sterling   — 2,514,340  299,360 2,813,700
2005      
Sterling   945,000 2,843,944  460,999 4,249,943
The maturity proﬁle of the group’s ﬁnancial liabilities as at 31 January 2007 was as follows: 
    2007  2005 
    £  £
Payable within one year or on demand    1,021,280  887,941
Payable between one and two years    592,420  1,462,002
Payable between two and ﬁve years    1,200,000  1,900,000
    2,813,700  4,249,943
There have been no signiﬁcant changes in the role of ﬁnancial instruments since 31 January 2007.
Currency exposures
The group has no overseas assets or liabilities.
Borrowing facility
The group had no committed undrawn loan facilities at 31 January 2007 and had available £1,335,660 on the invoice discounting facility. 
Fair values of ﬁnancial assets and ﬁnancial liabilities 
The fair value, based upon the market value or discounted cashﬂows of the ﬁnancial instruments detailed above, was not materially different 
from their book values.
_BUS_ar06_back.indd   24 06/06/2007   16:13:32 34 Business Direct Group plc Annual report and ﬁnancial statements 06/07
25 Earnings per share
Earnings per share are calculated in accordance with Financial Reporting Standard 22 (FRS 22). The calculation of basic loss per ordinary 
share is based on losses of £2,402,912 (2005 £2,983,962) and on 35,775,917 ordinary shares of 1p (2005 31,372,653), being the weighted 
average number of shares in issue during the year.
The loss for the period and the weighted average number of ordinary shares for calculating the diluted loss per share for the period ended 
31 January 2007 are identical to those used for the basic loss per share. This is because the outstanding share options would have the effect 
of reducing the loss per ordinary share and would therefore not be dilutive under the terms of FRS 22.
Notes to the ﬁnancial statements continued
for the period ended 31 January 2007
_BUS_ar06_back.indd   25 06/06/2007   16:13:32 35 Business Direct Group plc Annual report and ﬁnancial statements 06/07
NOTICE IS HEREBY given that the annual general meeting of the company will be held at the ofﬁce of J M Finn & Co Ltd, 4 Coleman Street, 
London EC2R 5TA on 28 June 2007 at 10 a.m. for the purpose of transacting the following business:
Ordinary Business
1.  To receive, consider and adopt the audited accounts of the company for the 13 month period ended 31 January 2007 and the reports 
of the directors and auditors thereon.
2. T o elect R Hodgson who has been appointed as a director of the company since the last annual general meeting, as a director of the company.
3.  To re-elect P Carvell who is retiring by rotation in accordance with article 118, as a director of the company.
4. T o elect M Wilson who has been appointed as a director of the company since the last annual general meeting, as a director of the company.
5. T o elect M Wright who has been appointed as a director of the company since the last annual general meeting, as a director of the company.
6. To re-elect Dr SRG Dakin who is retiring by rotation in accordance with Article 118, as a director of the company.
7.  To re-appoint Baker Tilly UK Audit LLP as auditors of the company until the conclusion of the next annual general meeting and to authorise 
the directors to ﬁx their remuneration.
8. To approve the directors’ remuneration report.
Special Business
T o consider and, if thought ﬁt, to pass the following resolutions, of which resolution 10 will be proposed as an ordinary resolution and resolution 11 
will be proposed as a special resolution:
9.  That, for the purposes of and pursuant to section 80 of the Companies Act 1985 (the “Act”), the directors of the company be and they 
are hereby generally and unconditionally authorised and empowered to exercise all the powers of the company to allot relevant securities 
(within the meaning of section 80(2) of the Act) up to an aggregate nominal amount of £2,725,914 to such persons at such times and upon 
such terms and conditions as they may determine (subject always to the articles of association of the company) provided this authority 
and power shall, unless renewed, varied or revoked by the company in general meeting, expire at the conclusion of the next annual general 
meeting or 15 months from the date of the passing of this resolution (whichever is the earlier) and provided further that the company may 
before the expiry of such period make any offer, agreement or arrangement which would or might require relevant securities to be allotted 
after the expiry of such period and the directors of the company may then allot relevant securities pursuant to any such offer, agreement 
or arrangement as if the authority or power hereby conferred had not expired.
10.  That, in substitution for all existing and unexercised authorities and powers and pursuant to section 95(1) of the Act, the directors of 
the company be and they are hereby authorised and empowered to allot equity securities (within the meaning of section 94 of the Act) 
pursuant to the general authority and power conferred by the resolution numbered 10 in this notice of meeting as if section 89(1) of the Act 
did not apply to any such allotment provided that this authority and power shall, unless renewed, varied or revoked by the company in 
general meeting, expire at the conclusion of the next annual general meeting or 15 months from the date of the passing of this resolution 
(whichever is the earlier) and provided further that this authority and power shall be limited:
 (a)  to the allotment of equity securities pursuant to a rights issue or similar offer to ordinary shareholders where the equity securities 
respectively attributable to the interests of all ordinary shareholders are proportionate or as nearly as practical (and taking into 
account any prohibitions against or difﬁculties concerning the making of an offer or allotment to shareholders whose registered 
address or place of residence is overseas and subject to such exclusions as the directors of the company may deem necessary 
or expedient to deal with fractional entitlement, record dates or by virtue of shares being represented by depositary receipts) 
to the respective numbers of ordinary shares held by them; and 
 (b)  to the allotment (otherwise than pursuant to paragraphs (a) above) for cash of equity securities up to an aggregate nominal amount 
of £166,982 representing approximately 10% of the current issued share capital of the company
  save that the company may enter into an agreement or arrangement which would or might require relevant securities to be allotted after 
the expiry of such period and the directors of the company may then allot relevant securities pursuant to any such offer, agreement or 
arrangement as if the authority or power hereby conferred had not expired.
By order of the board
Halliwells Secretaries Limited
Secretary
Registered ofﬁce
Xchange House
1 Great Central Way
Butlers Leap
Rugby CV21 3XH
Notice of annual general meeting
_BUS_ar06_back.indd   26 06/06/2007   16:13:32 36 Business Direct Group plc Annual report and ﬁnancial statements 06/07
NOTES:
1  A member entitled to attend and vote at the annual general meeting convened by the notice set out above is entitled to appoint a proxy 
or proxies to attend and, on a poll, to vote in his place. A proxy need not be a member of the company.
2 A form of proxy is enclosed for your use.
3  To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certiﬁed 
copy of such power or authority must be deposited at the ofﬁces of the company’s Registrars, Capita Registrars, Proxy Processing Centre, 
Telford Road, Bicester OX26 4LD, not later than 10 a.m. on 26 June 2007.
4  Completion of the form of proxy will not preclude a member from attending and voting in person at the annual general meeting should he 
or she so wish.
5  Pursuant to Regulation 41(1) of the Uncertiﬁcated Securities Regulations 2001, the company speciﬁes that only those shareholders 
registered in the register of members of the company as at 10 am on 26 June 2007 (or, in the case of adjournment, 48 hours before the 
time of the adjourned meeting) shall be entitled to attend or vote at the meeting and that the number of votes which any such shareholder 
may cast, on a poll, will be determined by reference to the number of shares registered in such shareholder’s name at that time. Changes 
to entries on the register after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.
6  The Register of directors’ interests in the shares of the company and copies of the service agreements of the directors will be available 
for inspection at the registered ofﬁce of the company during usual business hours on a weekday (Saturdays and public holidays excluded) 
until the date of the meeting and also on the date and at the place of the meeting from 9.30 a.m.
Notice of annual general meeting continued
_BUS_ar06_back.indd   27 06/06/2007   16:13:33 _1_BUS_ar06_cover.indd   2 06/06/2007   16:14:16 Business Direct Group plc
Xchange House 
1 Great Central Way 
Butlers Leap 
Rugby 
Warwickshire CV21 3XH
www.bdpx.com
Business Direct Group plc
Annual report and
ﬁnancial statements 06/07 Business Direct Group plc  Annual report and ﬁnancial statements 06/07
_1_BUS_ar06_cover.indd   1 06/06/2007   16:14:16