DELIVERED EXACTL Y™
DX (Group) plc 
Annual Report 2014
DX (Group) plc Annual Report 2014 DX is a leading independent parcel 
and mail distribution and logistics 
company operating throughout  
the UK and Ireland. DX offers 
quality service, high security and  
an unrivalled range of services, 
providing proven next day and 
2-Man deliveries to business and 
residential addresses nationwide.
We are DX
Strategic Report
1 Key points
2 DX at a glance 
4 Chairman’s statement
6 Chief Executive’s review 
 –  Strategy and  
business model 
 – Market overview 
 –  Operational review, 
people and outlook 
13 Key performance indicators
14  Chief Financial Officer’s 
review
19 Corporate responsibility
22  Principal risks and 
uncertainties
24 Board 
25 Executive team 
Directors’ Report
26 Directors’ report 
30  Chairman’ s intr oduction 
to corporate governance
31 Governance reports
33 Audit Committee report 
34  Dir ect ors’ r emuner a tion 
report
38  Nomina tion c ommitt ee 
report
39 Directors’ responsibilities 
40  Independent audit or ’ s 
report
Financial Statements
4 1  C onsolida t ed s ta t ement  
of comprehensive income
42  C onsolida t ed s ta t ement  
of financial position
43  Company statement of 
financial position
44  C onsolida t ed s ta t ement  
of changes in equity
45  Company statement of 
changes in equity
46  C onsolida t ed s ta t ement  
of cash flows
47  Notes to the financial 
statements 
Contents DX (Group) plc Annual Report 2014 | 1 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Financial 
 – Maiden full year results in line with market expectations
 – Admission to AIM and Placing in February 2014 – 
recapitalisation has substantially strengthened DX’s  
balance sheet
 – Revenues from ongoing activities up 4% to £304.2 million 
(2013: £292.5 million)  
T otal revenues up 2% to £312.0 million (2013: £305.7 million)
 – EBITDA of £34.4 million (2013: £34.4 million)  
Pro-forma EBITDA, after all lease costs, up 2.4% to  
£33.7 million (2013: £32.9 million)
 – Exceptional items and non-recurring costs totalled £59.0m 
and mainly related to financial restructuring completed 
prior to AIM Admission
 – Significant continuing capital expenditure of £8.7 million 
(2013: £7 .1 million)
 – Strong cash flows and net debt substantially reduced to 
£12.2 million (2013: £284.6 million)
 – Proposed final dividend of 2p per share in respect of the 
four month period post AIM Admission
Operational 
 – Improving Customer choice and service levels
 – Encouraging progress over the year with DX Freight 
turnaround programme and other operational initiatives 
 – Network consolidation and development continues – three 
new co-located sites opened, with a fourth post period
 – T echnology upgrade programme well under way – helps 
underpin ‘OneDX’ approach
 – Finished year ‘on plan’ – new financial year started ‘on plan’
Key Points
^4.0%
^2.4%
Revenue from ongoing activities £m 
292.5 13
304.2 14
Pro-forma EBITDA after all lease costs £m 
32.9 13
33.7 14 2 | DX (Group) plc Annual Report 2014
Parcels and Freight
 
Services
DX Courier Tracked
 – Courier service specialising in next day B2B deliveries 
of packets, parcels and pouches 
 – Primarily to branch networks, high streets, industrial 
areas and government premises
 – Pre-9am, pre-12pm and end-of-day delivery options
 – Specialist deliveries in pharmaceutical, optical, retail 
and gambling sectors 
DX 1-Man
 – Next-day delivery of items of IDW
1
, unsuitable for 
standard parcel carriers
 – Range of freight from parcels to pallets with access to 
international destinations
 – Pre-9.30am, pre-12pm and end-of-day delivery options 
 – Specialist handling equipment on board
 – Approximately two thirds of deliveries are for the B2B 
market, but the expansion in online shopping trends 
has significantly increased the B2C market 
DX 2-Man
 – Residential delivery of large items, weighing up  
to 150kg
 – Web booking tool which allows the delivery date and 
room of choice to be booked at point of order 
 – Email, text and call centre pre-advice and booking 
systems 
 – Additional options include Premium Service and wet 
fits for white goods 
Key Customers include
Bunzl, Cooper Vision, Häfele, John Lewis, Johnson and 
Johnson, Mothercare, Timpson and White Stuff
1 IDW = items of Irregular Dimensions and Weight which are unsuitable for 
conveyor systems and which may require handling equipment.
Mail and Packets 
 
Services
DX Exchange
 – Private Members’ B2B mail and parcel delivery network 
 – Over 4,200 exchanges across the UK and Ireland and 
over 18,000 Customer boxes 
 – Primarily in legal, financial and public sectors, also used 
as a site-to-site internal mail network
 – Additional Tracked Mail services and tracked specimen 
deliveries for the health sector
 – eDX allows users to send and share encrypted digital 
documents and emails 
DX Mail
 – Low-cost, second-class mail alternative 
 – Downstream access for small and large volume users
 – Online ordering system
 – Primarily in finance and insurance sectors 
DX Secure
 – Secure B2C courier delivery with 100% audit trail 
 – Pre-1pm, next-day and three-day delivery options 
 – Photographic and GPS evidence of delivery, with 
signature capture
 – Easy-to-use online system to track items and 
book redeliveries 
Key Customers include
Barclaycard, Clifford Chance, Her Majesty’s Passport 
Office, HSBC, Land Registry, Ministry of Justice, 
SeeTickets, Slaughter and May, Swatch and Wiggle
DX at a glance
Our delivery services are built to add 
maximum value to our Customers’  
operations and their supply chain and  
to deliver competitive advantage to  
their market propositions. We bring our 
expertise and know-how to create cost-
effective and high-performing delivery 
solutions to all our Customers. DX (Group) plc Annual Report 2014 | 3 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
98.5%
On time collection / 
delivery rate
Logistics 
 
Services
DX Logistics
 – Provides the full range of delivery solutions from basic 
warehouse to pick & pack and delivery
 – Bespoke and flexible delivery operations
 – Customer liveried vehicles and uniformed personnel 
Key Customers include
B&Q, GVS, Homebase, Jungheinrich, Office Depot,  
Pama, Rapid Racking, SWS UK and Vacu-Lug 
Network
+70
Locations in the UK 
and Ireland
2,500
Collection and delivery fleet  
of over 2,500 vehicles
Revenue breakdown %
● Parcels and freight – 50%
● Mail and packets – 39%
● Logistics – 11%
 DX Hubs
 DX Sites 4 | DX (Group) plc Annual Report 2014
Highlights
 – Over 70 locations in the UK 
and Ireland
 – Over 2,500 vehicles in DX’s fleet
 – 98.5% on time collection/ 
delivery rate
 – Over 5,500 employees 
and contractors
 – £304.2 million revenue from 
ongoing activities
 – £34.4 million EBITDA
“ This has been a year of transformation for DX with the IPO successfully 
achieved in February and continuing development of the business in 
line with management plans. With a much-strengthened balance 
sheet, DX is financially well placed to pursue its growth strategy.”
Chairman’s statement
Bob Holt
Chairman
Introduction
I am very pleased to report that  
DX’s maiden full year results since  
its Admission to AIM are in line with 
market forecasts. This has been a 
year of transformation for DX with  
the successful flotation on AIM on  
27 February 2014 and the associated 
placing substantially strengthening 
the company’s financial position.  
The period covered includes eight 
months under private equity 
ownership and four months as an 
AIM-quoted company with a 
recapitalised balance sheet. DX  
is now very well placed financially  
to pursue its growth strategy, 
underpinned by a strong balance 
sheet and good cash flows.
There have been a number of key 
elements behind the trading 
improvement in the year, including 
further steady organic growth, 
continuing efficiency improvements, 
the beginning of the consolidation  
of DX’s distribution network and the 
continued turnaround at DX Freight, 
the underperforming delivery 
business which we acquired in 2012 
(formerly known as Nightfreight).  
The acquisition of DX Freight added 
significant scale to our operations 
and substantially increased our 
exposure to the fast-growing parcels 
and freight market. There is still much 
to be done in turning around this 
business, which suffered from years 
of under-investment and numerous 
management changes before we 
acquired it. However we have firmly 
established a programme of 
investment and transformation which 
we will be implementing over the 
next three years. The process of 
bringing DX Freight together with  
our wider operations to create a 
‘OneDX’ proposition, underpinned by 
common technology and systems, 
will establish a stronger platform for 
long term growth.
Financial results
For the year to 30 June 2014, total 
revenues increased by 2.1% to   DX (Group) plc Annual Report 2014 | 5 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
£312.0 million with revenues from 
ongoing activities increasing by  
4% to £304.2 million.
Earnings before interest, tax, 
depreciation and amortisation 
(EBITDA) were £34.4 million (2013: 
£34.4 million) in line with market 
forecasts. However, during the year, 
we completed a change in the way 
that we finance the vehicle fleet at 
DX Freight and, taking account of 
this, on a pro-forma basis, EBITDA 
increased by £0.8 million after all 
finance and operating lease costs,  
a rise of 2.4% year-on-year.
Pre-tax profit before exceptional 
items for the year was £7.1 million 
(2013: £0.3 million). DX listed at the 
end of February therefore for eight 
months of the year to 30 June 2014 
we traded with a now replaced debt 
structure, including high coupon 
shareholder debt, all of which has 
now been eliminated. Pre-tax profit 
before this shareholder-related 
interest increased by 31% to £21.9 
million (2013: £16.7 million).
The reported loss before tax of £55.7 
million (2013: loss of £1.9 million) was 
after exceptional costs of £13.6 
million (2013: £2.2 million), mainly 
relating to impairment charges (see 
note 9), and non-recurring costs of 
£49.2 million (see note 10), which 
largely related to the pre-Admission 
repayment of a debt instrument.
Basic earnings per share for the year 
before exceptional items were 5.1p 
(2013: loss of 12.2p). The reported 
losses per share were 70.2p (2013: 
loss of 22.9p).
Cash flows and banking
DX generates strong cash flows, with 
a significant weighting to the second 
half of the financial year. Adjusting 
for £57.3 million of exceptional costs, 
cash generated from operating 
activities was £23.8 million (2013: 
£28.9 million). 
DX’s debt structure has been 
simplified on Admission to AIM with 
the repayment in full of all loan 
instruments. New banking facilities 
of £23.0 million have been agreed, 
including a £13.0 million revolving 
capital facility. At 30 June 2014, net 
debt was £12.2 million, equivalent to 
35% of EBITDA. DX’s net debt is 
expected to reduce over the next 
financial year.
Dividend
The Board is pleased to propose a 
final dividend of 2p per share. As the 
company was only listed for four of 
the 12 months ended 30 June 2014, 
this represents a pro-forma, post 
Admission equivalent full year 
dividend of 6p per share. Subject  
to shareholder approval, the 
dividend will become payable on  
12 December 2014 to shareholders 
on the register on 14 November 2014 
and will have an ex-dividend date of 
13 November 2014.
DX’s Annual General Meeting will  
be held on 4 November 2014 at 
10.00am at DX House, Ridgeway, 
Iver, Bucks, SL0 9JQ.
Board changes
In July, we announced that Non-
executive Chairman, David Hoare, 
was stepping down from both the 
Board and the company after 
overseeing four and a half years of 
transformational change at DX. On 
behalf of all his colleagues I would 
like to record our thanks to David for 
the enormous contribution he has 
made to DX and for the support he 
has provided to the Board. 
I am delighted to have assumed the 
role of Chairman and look forward to 
reporting on the company’s further 
progress in future years.
In July, we also welcomed Paul 
Murray to the Board as a Non-
executive Director. Paul has over 
25 years’ senior level experience of 
the transport and logistics industry. 
We intend to make a further Non-
executive Director appointment in 
due course.
Our people
DX’s success is founded on its 
people and the teams across DX’s 
operations have worked hard and 
shown great commitment to the 
improvements we are making to the 
business as we move towards our 
‘OneDX’ goal. I would like to thank 
everyone at DX for their efforts over 
the year.
Outlook
Looking ahead, while we face a 
number of challenges, including the 
structural decline of the mail market, 
the vast majority of DX’s revenues is 
in the growth areas of parcels, 
freight and outsized deliveries. The 
company has opportunities to grow 
profitability, supported by a strong 
balance sheet.
We continue to focus on the ongoing 
turnaround of DX Freight, which will 
have a positive impact on group 
margins as the turnaround comes 
through over the next three years. 
We are also concentrating on 
increasing our penetration of market 
segments requiring our more 
specialist services, including our 
time-sensitive, mission critical/high 
value delivery services and our 
2-Man delivery services.
I am pleased to report that the new 
financial year has started well. As 
previously stated, historically, there is 
a strong weighting in trading profit 
to the second half of the financial 
year. The company remains well-
positioned to continue to deliver on 
its growth strategy and I look 
forward to providing a further 
update on DX’s progress at our 
Annual General Meeting.
Bob Holt
Chairman 6 | DX (Group) plc Annual Report 2014
Petar Cvetkovic
Chief Executive Officer
“ Our focus is always on the Customer and how we can 
improve our Customers’ experience with us. We are 
continuing to turn around DX Freight while planning 
to deliver our longer term vision which is geared 
towards enhancing our performance for Customers 
and shareholders alike.”
Chief Executive’s 
review
A clear growth strategy based on: 
–  Steady, controlled organic growth over the near term
–  Enhancing the Customer experience through technology and 
infrastructure investments
–  Continuing the turnaround of DX Freight while establishing 
our platform for future growth 
Ongoing progress in creating ‘OneDX’:
–  Single ‘DX’ brand across all our services and a shared culture 
across our business
–  Unified technology platform continues to be developed
–  Delivering a wide range of integrated services for our 
Customers 
Shared values and goals, based on the ‘Five Cs’:
–  Customers – constantly improving our Customers’ experience
–  Cost and Productivity – meeting Customers’ price 
expectations
–  Core markets – deliveries which are important, urgent, critical
–  Cash – continuing capital investment to improve the 
Customer experience
–  Colleagues – investing in colleagues’ engagement and 
creating an environment for success
We take enormous pride in providing:
–  Great service – market-leading minimum service level 
of 98.5%
–  Highly secure deliveries – looking after our Customers’ goods 
as if they were our own
–  Customer choice – a wide range of services for consumers  
or businesses DX (Group) plc Annual Report 2014 | 7 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Delivering growth
STRATEGY 
The Customer experience is at the 
heart of our culture. Our goal is to 
achieve steady, controlled growth in 
our core activities over the next two 
to three years while planning the 
‘bringing together’ of DX Freight and 
DX Express in order to create a 
better Customer experience across 
all our activities. 
Integrating our wide and 
complementary services under a 
single brand and streamlining their 
delivery through an efficiently run 
network will put us in a strong 
position to provide Customers with 
the outstanding service delivery that 
we are constantly striving for. Our 
objective is to create a ‘OneDX’ 
offering which provides Customers 
with market-leading choice and 
outstanding service levels delivered 
at commercially attractive prices.
A key objective for the Board over 
the next three years is to complete 
the turnaround of DX Freight. 
Purchased in 2012, DX Freight was a 
substantial acquisition, adding more 
than £120 million to DX’s existing 
revenues, which at that time were 
approximately £170 million. Whilst its 
acquisition has helped to position DX 
as an operator with scale and an 
unrivalled range of services, there is 
still considerable work to be done to 
achieve DX Freight’s full turnaround. 
We believe that this business has the 
potential to deliver a significantly 
enhanced performance as part of 
our ‘OneDX’ platform.
The ongoing design and 
development of our future ‘OneDX’ 
network is a key element in creating 
an efficient delivery platform. 
Further efficiency savings are being 
targeted through investment in both 
technology and infrastructure.  
This will also help to improve our 
Customer service levels as real-time 
and ‘on-road’ data is improved.  
As we combine delivery routes and 
different services into fewer sites, 
underpinned by a common 
technology platform, we will create  
a more streamlined and effective 
network that will be better able to 
serve our Customers. The continuing 
integration of DX Freight within the 
wider DX operations will contribute 
significantly to this streamlining and 
efficiency programme over the next 
few years. 
We are focusing on the growing 
segments of the market – parcels, 
freight and irregular dimension and 
weight (‘IDW’) deliveries. While our 
Document Exchange business, which 
is mainly used by the legal and 
financial services industries, is facing 
some of the challenges that are 
impacting on the mail market, this 
remains an important market for us. 
This business has demonstrated 
some resilience through its long-
established, end-to-end, superior 
service and through a secure 
network that offers earlier deliveries, 
later collections and cost saving 
opportunities against competitors’ 
mail services.
Innovations 
Digital encryption
Our Document Exchange service 
was born out of the legal sector’s  
need for a reliable, secure and 
affordable private mail network.  
We are now adding value to  
our Exchange Customers with 
the launch of eDX, enabling them 
to safely receive and deliver 
digitally-encrypted emails 
and files. 
Customer service
Our people are trained to 
respond to Customers’ needs, 
ensuring Customer loyalty and 
supporting growth. Over the 
past year we have invested in the 
development of the ‘Delivered 
Exactly’ training programme, 
which aims to ensure the perfect  
delivery experience for our 
Customers. 
Vehicle security 
To enhance our vehicle security, 
we have been trialling vehicles 
fitted with tracking devices and 
remotely activated immobilisers.  8 | DX (Group) plc Annual Report 2014
 CASH                           COLLEAGUES                    CUSTOMERS
        CORE  MARKETS                     COST AND
  PRODUCTIVITY
PROVIDING
SHAREHOLDER
VALUE
Chief Executive’s 
review
continued
OUR BUSINESS MODEL
DX provides parcel, mail and 
logistics services through a number 
of different channels. Our focus is 
away from the mass market sectors 
of the delivery chain and on the 
growth segments of the market. 
Our approach to the business  
is founded on ‘the Five Cs’; 
Customers, Cost and Productivity, 
Core, Cash and colleagues.
Customers
 – Delivering a superior service to  
our Customers throughout the UK 
and Ireland;
 – Understanding our Customers’ 
needs and providing solutions that 
offer them competitive advantage; 
and
 – Delivering new services that  
our Customers require.
 
Cost and Productivity
 – Focusing on tight cost controls;
 – Driving programmes to improve 
productivity throughout DX, with a 
particular focus on IT, operations, 
property and finance; and
 – Meeting Customers’ price 
expectations.
 
 
Core Markets
We are focusing the business on 
core market segments and services:
 – B2B and B2C parcels and mail 
services, especially for important, 
urgent, critical deliveries;
 – B2B and B2C network solutions, 
utilising the DX infrastructure to 
deliver cost effective solutions; and
 – Larger items in the 2-Man, 1-Man, 
Irregular Dimension and Weight 
and Logistics markets.
 
Cash
Continuing focus on:
 – Strong cash management;
 – EBITDA growth; and
 – Investing in training, facilities,  
IT and equipment to improve 
Customers’ service experience.
 
Colleagues
 – Rewarding and incentivising our 
colleagues for delivering a great 
service to Customers;
 – Recruiting, retaining and 
developing talented people; and
 – Creating a culture which promotes 
pride in what we do.
 
THE MARKET
In 2012, approximately 15.5 billion 
items were delivered in the UK with 
an estimated market value of £10.5 
billion. Of these items, approximately 
13.8 billion were letters, with a market 
value of c.£6.0 billion, and 1.7 billion 
were parcels, with a market value of 
c.£4.5 billion.
Market overview  
and opportunities
“ We have chosen to avoid 
mass market sectors of the 
delivery chain to focus on 
growth segments.” DX (Group) plc Annual Report 2014 | 9 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
UK parcel volumes 2005–2023
0
20
40
60
80
100
120
140
160
180
200
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Indexed mail volumes
(2005=100)
Source: PWC outlook for UK Mail Volumes
CAGR
2005–08
4.3%
CAGR
2008–13
3.7%
CAGR
2013–18
3.3%
CAGR
2018–23
2.1%
Parcels
The parcel market broadly divides 
into three segments:
 – B2B – accounting for c.40% of the 
parcel delivery market. It generally 
tracks GDP growth and offers 
higher margins;
 – B2C – accounting for c.55% of  
the parcel delivery market. It has 
grown quickly driven by online 
retailing; and
 – C2X (Consumer to Business or 
Consumer) – accounting for 5%  
of the parcel delivery market and 
growing rapidly.
 
The parcel market is forecast to see 
steady absolute volume growth, with 
growth predominantly driven by the 
B2C market as internet retailing 
continues to gain market share.
 
Letters
The letters market can be divided 
into four areas: transactional items 
(such as invoices, bank statements 
and utility bills); direct mail 
(advertising, promotional material 
and catalogues); publishing 
(newsletters and magazines) and 
social mail (personal 
correspondence). Of these, the most 
significant sector is transactional 
letters, which makes up 
approximately 56% of the market.
Electronic substitution in letters has 
seen volumes decline substantially. 
The market is estimated to have 
fallen at a CAGR of 3.1% between 
2005 and 2008, and then at a CAGR 
of 6.3% between 2008 and 2013.  
It is forecast to decline at a CAGR  
of 4.9% between 2013 and 2018. 
However, this expected rate of 
decline may be offset by a 
continuation of the improving 
economic backdrop in the UK.
 
Market dynamics
The internet and electronic 
substitution will continue to have a 
material impact on mail and parcels, 
with mail in absolute decline and 
parcels benefiting from increasing 
use of internet retailing. While these 
are the major structural trends, the 
market is very complex, with some 
areas of growth in the letter market 
and electronic substitution adversely 
affecting some areas of the parcel 
market such as music, books and 
video games.
 
The internet shopping basket is 
becoming increasingly diverse as 
consumers’ adoption of the internet 
for shopping grows. This is especially 
evident in the parcels market where 
there is an increasing demand for the 
delivery of higher value items such 
as clothing, footwear, domestic 
appliances and furniture. Consumers’ 
use of the internet has also placed a 
greater emphasis on both the 
security and speed of deliveries, 
including increased demand for 
specified delivery time slots. All 
these trends play in our favour.
 
Overall, the Directors anticipate that 
the long-term reduction in DX’s mail 
volumes, which is most evident in 
our legal and public sector markets, 
will be offset by increased parcel 
volumes. The recovering economy 
and the trends highlighted above are 
presenting us with opportunities in 
many sectors of the parcel and mail 
markets, from the public sector 
through to the online retail market.
 
At the same time, the market 
remains competitive. While not 
immune to this competitive 
environment, our Customer-led 
approach means that we constantly 
strive for new and improved service 
levels, and our wide service offering 
is helping us to create solutions that 
meet the needs of our Customers.
 
In the B2C market, the continued 
trend towards ‘click and collect’ and 
collection from alternative locations 
is creating pressures for retailers, 
whilst the B2B market is relatively 
static with the decline of the High 
Street remaining a challenge. 
Nevertheless, we are supporting our 
Customers by providing ‘deliver-to-
store’ solutions as part of their 
supply chain, enabling smaller 
companies to offer ‘click and collect’ 
options. Another growth market for 
our e/retail Customers are orders 
placed from outside the UK. These 
create opportunities for the cross-
border movement of goods, which 
we have the capability to service.
  10 | DX (Group) plc Annual Report 2014
courier services. While the decision 
has a short-term negative impact  
on revenues, it is in line with our 
strategy to focus on market 
segments where we can make more 
of a difference to our Customers. 
 
We were pleased to win a significant 
number of new contracts in the 
second half of the financial year, the 
benefits of which will be felt more 
fully in the new financial year.
 
We continued with our programme 
to update DX Freight’s fleet. 
Currently, we operate 730 vehicles 
and 554 trailers and are in the 
process of applying the DX livery 
across these fleets. So far, 180 
vehicles and 166 trailers carry the 
livery. We have started to add 50 
DX-liveried double-deck trailers, 
which will improve consignment 
integrity, while increasing capacity 
and the speed of loading and 
unloading. DX Freight is primarily  
a B2B operation but where we  
are using the operation for B2C 
deliveries we now have a home 
delivery surcharge.
Mail and Packets
Revenues from mail and packets 
delivery activities decreased by 3% 
to £116.1 million (2013: £119.2 million) 
as anticipated. Our core Document 
Exchange service which principally 
supports the legal sector but is also 
used by the financial and healthcare 
sectors, continues to see sales 
attrition, reflecting electronic 
substitution.
However, we continue to innovate 
and launched a secure email 
offering, eDX, and a secure paper 
shredding service exclusively for  
our Document Exchange Customers. 
While we expect attrition to 
continue, this service remains 
important to us and is a highly 
differentiated offering.
At the end of the year, we withdrew 
completely from the publications 
distribution market and from non-
Document Exchange, untracked 
mail. Revenue from this business of 
£3.6 million was low margin and not 
in keeping with our brand values. 
The capacity freed up in our network 
as a result will be better utilised by 
our growing parcels business.
 
We continue to broaden the sectors 
we target in mail and packets, 
although maintaining our focus on 
urgent, valuable or important items 
where we can deliver Customers 
added value. Newer market 
segments where we are making 
progress include ticket agencies and 
retailers. We are also developing a 
pre-delivery text alert system and 
alternative collection points to 
enhance our service offering.
Logistics
Revenues from logistics rose by 35% 
to £32.3 million (2013: £23.9 million). 
This strong growth principally 
reflected the growth of our services 
with existing Customers in the  
retail sector.
 
In December 2013 we sold our 
non-core Business Direct unit, an 
in-night distributor of engineering 
parts via a network of intelligent 
lockers and in-boot distribution. 
Adjusting for the sale of this activity, 
underlying revenue growth on 
continuing operations was 85%.
 
Although logistics is our smallest 
activity, it is a core part of our 
offering. We provide transport 
solutions to those owner operators 
who wish to outsource their vehicle 
fleet operations and often our DX 
1-Man and 2-Man services are also 
selected as additional options to the 
core logistics contract. Our aim is to 
remain focused on developing  
further relationships with Customers 
requiring an outsourced fleet size of 
up to 20 vehicles.
Chief Executive’s 
review
continued
OPERATIONAL REVIEW OF  
THE BUSINESS
Introduction
Revenues from ongoing activities 
increased by 4% to £304.2 million 
(2013: £292.5 million), a very 
satisfactory performance against  
a challenging market background. 
We saw encouraging levels of  
new business wins, helped by our 
expanded range of services. The full 
benefits of these new contracts will 
be felt in the new financial year.
 
We continued to make further 
progress with the turnaround at DX 
Freight and across the company we 
have invested significantly in our IT 
infrastructure, which will improve our 
service levels and delivery capability 
in the coming years. The 
consolidation and development of 
our site network is another major 
and ongoing initiative.
 
In June 2014, we were delighted to 
win ‘Secure Delivery Service Provider 
of the Year’ in the annual Business 
Excellence Awards. The award is 
especially pleasing because it is 
voted for by our Customers. We also 
won ‘Net Express Export Volume 
Award 2014’ in July. This award was 
secured by our international service, 
which is delivered through the Net 
Express System, our international 
partner. In September 2013, DX 
Freight won the ‘National Courier 
Award for Technology 2013’ for 
excellence in delivery time 
technology.
 
Parcels and Freight
Revenues from our parcels and 
freight activities were broadly similar 
to last year at £163.6 million (2013: 
£162.6 million) and accounted for 
52% of DX’s total revenue. The 
results reflect strong growth in 
parcels, especially tracked parcels. 
However, there was an adverse 
impact to revenue from our decision 
to withdraw from lower margin 
freight business and untracked  DX (Group) plc Annual Report 2014 | 11 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
We continue to invest in our teams, 
with over 8,000 man days of training 
undertaken across DX. Our training 
programmes are vital to ensuring 
high service levels for Customers 
and creating the culture that reflects 
our ‘Delivered Exactly’ commitment. 
It is important to us that our 
Customer promise is owned and 
delivered by all.
 
Our new apprenticeship scheme is 
bringing new talent into DX across 
the UK. We have added experienced 
and successful senior managers 
from both inside and outside our 
industry. The new talent we are 
bringing on board, combined with 
our existing team, will help to drive 
DX forward.
 
The last year has been exciting and 
challenging, and I would like to thank 
everyone for their outstanding 
efforts in helping to meet the 
company’s objectives and deliver a 
solid performance for DX’s first set 
of results as an AIM-quoted 
company.
 
OUTLOOK
DX’s Admission to AIM and its 
associated recapitalisation has 
created a firm financial foundation 
from which to build the business and 
greatly strengthens our ability to 
execute our longer-term growth 
strategy.
 
With some three quarters of DX’s 
revenues coming from the growing 
markets for parcels and freight, there 
is good resilience in the business 
model. There are also clear 
opportunities to build on our 
position in specific sectors such as 
secure mail and parcel deliveries for 
mission-critical, high-value items and 
time-sensitive deliveries.
Our ‘OneDX’ vision is driving 
significant operational improvements 
across the company that will 
underpin future organic profit 
growth. There is still a good deal to 
be accomplished, with the 
turnaround of DX Freight, a three 
year programme, and the design and 
development of our ‘bringing 
together’ project. We have made 
encouraging progress over the year 
and we are increasingly becoming 
‘Stronger Together’.
 
Trading in the first few months of the 
new financial year is in line with 
management expectations and we 
look forward to another year of 
steady, controlled progress as we 
continue to manage the turnaround 
of DX Freight and the creation of our 
‘OneDX’ proposition.
 
Petar Cvetkovic
Chief Executive Officer
2 October 2014
Network consolidation and 
development
Currently DX operates from over 70 
service centres across the UK, with 
DX Freight largely operating across 
separate centres. We are moving 
towards a fully unified ‘OneDX’ 
network infrastructure with 
economies of scale, efficiencies of 
flow and improved site utilisation, 
critical to our ambitions to provide 
Customers with an enhanced service 
experience. This work will continue 
over the next few years.
 
During the year, we closed 12 sites 
and opened three new large co-
located sites, with a fourth opened in 
September. We brought DX Express 
(our mail and packets operations) 
and DX Freight (our parcels and 
freight operations) together onto  
the same sites in Exeter, Plymouth, 
Northampton and Heathrow, our 
new Southern hub.
 
As part of our co-location 
programme, we completed an 
evaluation of our trunking and 
delivery networks and have aligned 
delivery routes. This has created later 
trunking times, benefiting both DX 
and our Customers.
 
OUR PEOPLE
We are delighted that many of our 
colleagues are now DX shareholders 
with a tangible stake in the 
company’s future. Our plan to 
harmonise pay and conditions will 
simplify how we run the business 
and provide a level playing field for 
all of our colleagues to prosper and 
advance their careers.
   DX (Group) plc Annual Report 2014 | 13 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Reported revenue £m 
305.7 13
206.6 12
312.0 14
34.4 13
32.1 12
34.4 14
Reported EBITDA £m 
Reported EBITDA margin % 
11.3 13
15.5 12*
11.0 14
Pro-forma EBITDA after all lease costs %  
32.9 13
32.1 12
33.7 14
Pro-forma EBITDA margin %  
10.7 13
15.5 12*
10.8 14
Revenue from ongoing activities £m 
292.5 13
206.6 12
304.2 14
“In building our brand around Delivered Exactly, 
we are making a promise to our Customers 
that DX will fulfil their requirements exactly;  
on specification, on time and with care.  
We are building our culture and our brand 
around putting the Customer at the heart  
of everything we do.”
Key Performance 
Indicators
*  DX Freight was acquired in March 2012 and only 
three months of DX Freight’s trading results were 
included in the Key Performance indicators for the 
year ended 30 June 2012. DX Freight was under 
performing and its turnaround is a core element of 
DX’s growth strategy. However, the inclusion of DX 
Freight’s results in 2013 and 2014 significantly 
reduced the overall EBITDA margin. 14 | DX (Group) plc Annual Report 2014
Ian Pain
Chief Financial Officer
Chief Financial Officer’s review
The shares of DX (Group) plc were 
Admitted to the AIM market of  
the London Stock Exchange on  
27 February 2014. These first annual 
financial statements as a publicly 
quoted company for the year to  
30 June 2014 therefore include eight 
months of trading with the private 
equity backed pre-Admission capital 
structure and four months of trading 
with the deleveraged and simplified 
post-Admission structure.
For the year to 30 June 2014 the 
group has delivered an EBITDA of 
£34.4 million on revenues of £312.0 
million, an EBITDA margin of 11%. DX 
has reported a loss before tax as a 
result of the early redemption of a 
shareholder instrument prior to the 
formal redemption date in 2018, 
which had previously carried a zero 
cash coupon and charged 
compounding interest, payable only 
on the redemption of the instrument. 
Underlying trading has remained 
profitable throughout and although 
the reported EBITDA of £34.4 million 
appears in line with the prior year, 
adjusting for a policy change at DX 
Freight relating to the way in which it 
finances its vehicle fleet, EBITDA 
after all lease costs increased by 
£0.8 million to £33.7 million.
The £185.0 million of equity funds 
raised as part of the Admission  
to AIM have been used to redeem  
all pre-existing third party and 
shareholder related debt facilities. 
New banking facilities of £23.0 
million have been raised, comprising 
a £10.0 million term loan and a £13.0 
million Revolving Capital Facility 
(RCF). At Admission the term loan 
was drawn down in full and £8.0 
million of the RCF was drawn down. 
As at 30 June 2014 there were no 
drawings on the RCF and DX 
accordingly has a strong balance 
sheet with a ratio of debt to EBITDA 
of 35%. Cash generated from 
operating activities remains strong  
at £23.8 million.
“ Our focus continues to be on steady profit growth and 
good cash generation so as to both maintain our strong 
balance sheet and fund DX’s continuing capital 
investment for future growth.” DX (Group) plc Annual Report 2014 | 15 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Further to the fund raising and Admission to AIM, DX has a much simplified 
capital structure. As part of the preparation process for the AIM Admission 
various non-trading exceptional costs were incurred to eliminate previous 
debt instruments. These pre-Admission one-off exceptional items are 
reported in the results for the year to 30 June 2014, but separately identified. 
A pre-exceptional EPS figure has been calculated to eliminate the distortion 
of the one-off pre-Admission costs.
Revenue
Reported revenue for the year to 30 June 2014 grew by 2.1% whilst underlying 
revenue growth, adjusting for two businesses that were ceased during the 
year, was 4.0%.
 
2014 
£m
2013 
£m
Change 
%
Revenue
Parcels and Freight 163.6 162.6 0.6%
Mail and Packets 116.1 119.2 –2.6%
Logistics 32.3 23.9 35.1%
Reported revenue 312.0 305.7 2.1%
Revenue – operations ceased during year
Mail and packets – publications/untracked mail (3.6) (4.5)
Logistics – Business Direct
1
(4.2) (8.7)
Total revenue from ongoing activities 304.2 292.5 4.0%
1 The operations of Business Direct were sold with effect from 21 December 2013. Revenues from only 
six months of trading are therefore included in the year to 30 June 2014.
During the year the cessation of two activities identified as non-core was 
completed. Business Direct, part of the Logistics operation, was sold in 
December 2013 yielding a profit on disposal of £1.1 million. In Mail and Packets, 
the distribution of publications and non-Document Exchange untracked mail 
was ceased with effect from 30 June 2014. Both of these activities generated 
lower margins than in other core areas and the withdrawal provides additional 
capacity for DX to utilise on higher margin business.
Parcels and Freight
Parcels and Freight reported revenue growth of 1%, reflecting strong growth 
in the market for tracked parcels offset by a rationalisation of Freight business 
with a withdrawal from a number of loss-making or low margin contracts 
inherited with the acquisition of the Freight operations in 2012. A significant 
number of new Customer contracts were entered into in the second half of 
2014 and the benefits of this new business will flow through into the new 
financial year.
Mail and Packets
Revenue from Mail and Packets declined by 3%, in line with expectations. DX’s 
core Document Exchange offering continues to provide great value service to 
our many members in the Legal, Property, Financial and Healthcare communities 
but it is anticipated that volumes will continue to follow the market decline for 
mail as a result of e-substitution. Actions continue to be taken to provide 
additional value added benefits to our Document Exchange members and 
within the last 12 months we have launched a secure email offering, eDX, and a 
secure paper shredding service, although these new revenue streams will not 
fully offset the revenue impact of the ongoing fall in mail volumes.
Our focus in Mail and Packets is on 
urgent, valuable and important 
items. From an initial focus on 
distributing UK passports, bank 
cards and visas, DX has successfully 
expanded its range to other sectors 
that value next day delivery, market 
leading proof of delivery and 
management information and higher 
levels of security from a fully vetted 
workforce and courier network.  
New sectors include ticket agencies 
and retailers for whom security and 
urgency is a major requirement. In 
addition, development of a pre-
delivery alert system and alternative 
collection points will further 
differentiate DX’s service offering 
and provide for growth opportunities 
moving forward.
With effect from 30 June 2014 we 
have withdrawn from the market for 
the distribution of publications and 
non-Document Exchange untracked 
mail as this business was low margin 
and did not fit with our target service 
profile. Revenue from this business in 
2014 was circa £3.6 million and 
withdrawal will create spare capacity 
in the existing network that can be 
filled with the rapidly growing parcels 
business that is fully tracked and 
offers potential for higher margins.
Logistics
On 21 December 2013 DX sold its 
Business Direct operation, a 
specialist In-Night distributor of 
engineering parts via a network of 
intelligent lockers and in-boot 
distribution. Further details of the 
disposal are set out in note 9 to the 
financial accounts.
Logistics reported revenue grew 
strongly in 2014 by 35% to £32.3 
million. Adjusting for the sale of 
Business Direct half way through  
the year, underlying revenue growth 
on continuing operations was 85%. 
The retained logistics operations  
are focused on the provision of 
innovative supply chain solutions  16 | DX (Group) plc Annual Report 2014
with a focus on the retail, automotive components, education, office supplies 
and mechanical handling equipment sectors. Many contracts are operated on 
an open book cost plus basis with relatively low but secure margins. DX can 
either act as a complete logistics outsource solution or offer a hybrid solution 
allowing the Customer to use own fleet operations in high density population 
areas and the wider DX distribution capabilities in other less densely 
populated areas. The strong revenue growth in 2014 was primarily generated 
by the expansion of services with one existing retail Customer.
EBITDA
Reported earnings before interest, tax, depreciation and amortisation 
(EBITDA) for the year to 30 June 2014 of £34.4 million is unchanged on 2013. 
However, as part of an ongoing strategy, DX has changed the way in which it 
finances its vehicle fleet at DX Freight from finance leases to fully maintained 
operating leases. This transition was completed by the year end. The impact 
of this change has been to move finance lease costs from the interest cost 
category, below EBITDA, to operating lease costs reported as part of 
operating costs above the EBITDA line (all vehicles were fully depreciated so 
that there was no corresponding distortion in the depreciation charge). Thus 
whilst reported EBITDA is unchanged on the previous year, the pro-forma 
EBITDA on a like-for-like basis, reflecting the switch in lease format, increased 
by £0.8 million (2.4%).
2014 
£m
2013 
£m
Change 
%
Revenue 312.0 305.7 2.1%
Operating costs excluding operating 
lease rentals (262.5) (257.9) 1.8%
Operating profit before operating 
lease rentals 49.5 47.8 3.6%
Operating lease rentals (15.1) (13.4) 12.7%
Earnings before interest, tax, depreciation 
and amortisation (EBITDA) 34.4 34.4 0.0%
Finance lease charges and repayments (0.7) (1.5) –53.3%
Pro-forma EBITDA after all lease costs 33.7 32.9 2.4%
Pro-forma operating profit after all lease costs 10.8% 10.7%
Exceptional items
Net exceptional items charged to the P&L during the year relate to costs 
incurred in the continuing turnaround of DX Freight, charges in relation to the 
corporate reorganisation in preparation for the Admission to AIM and the 
profit on sale of a trading operation.
Exceptional items
2014 
£m
2013 
£m
Restructuring costs 4.7 2.1
Impairment charges 10.0 –
Gain on disposal of DX Business Direct (1.1) –
DX Freight acquisitions – 0.1
Total 13.6 2.2
Chief Financial 
Officer’s review
continued DX (Group) plc Annual Report 2014 | 17 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
The £4.7 million of restructuring costs relate to the implementation of the 
profit improvement plan for DX Freight, the primary components of which 
comprise provisions for ongoing rentals for vacated sites, redundancies and 
payroll costs for allocated staff and consultants. Such costs are not 
anticipated to recur.
The impairment charge relates to a loan written-off as part of the pre-
Admission corporate reorganisation to disaggregate the company from its 
former ownership structure.
The £1.1 million gain on the disposal of Business Direct reflects the book profit 
on the disposal of these trading activities.
Cash flow
2014 
£m
2013 
£m
Net cash profit 25.7 21.6
Net change in working capital (1.9) 7.3
Cash generated from operating activities 23.8 28.9
DX remains highly cash generative with cash generated from operating 
activities, after tax, at 69% of EBITDA. The company has achieved 
considerable success in the last two years in reducing the average number of 
debtor days. In the year to 30 June 2013 debtor days declined by 38 days to 
30, generating £6.7 million of cash and fell by 2.5 days in 2014 generating a 
further £1.9 million. This compares very well to industry averages, albeit that 
the cash upside opportunity is getting smaller. There was some shortening of 
creditor payment days in 2014 resulting in a net £1.9 million absorption of 
working capital.
Reduced debt and strengthened balance sheet
The Admission to AIM enabled the group to substantially strengthen the 
balance sheet and simplify its debt profile.
Net Assets
2014 
£m
2013 
£m
Non-current assets 217.6 226.8
Trade receivables 49.2 49.9
Net cash balance (2.2) 30.2
Current liabilities excluding debt (65.7) (66.3)
Non-current liabilities excluding debt (7.3) (10.8)
Term loan (10.0) 0.0
Pre Admission debt 0.0 (314.8)
Deferred loan issue costs 0.4 1.0
Net assets/(liabilities) 182.0 (84.0)
The placing of new ordinary shares on Admission raised £185.0 million. 
Together with the redemption of the mezzanine instrument owned by the 
former shareholders and the elimination of loans to and from previous related 
companies as part of the corporate restructuring prior to Admission, 
consolidated net assets have risen by £266.0 million as at 30 June 2014. 18 | DX (Group) plc Annual Report 2014
The group’s debt structure has also been simplified. All former senior debt, 
second lien mortgage and invoice discounting facilities were repaid in full.  
A new senior term loan of £10.0 million has been drawn down and DX has 
access to a £13.0 million Revolving Capital Facility of which none was drawn 
down at the year end. Both facilities charge interest at LIBOR plus 2%. At  
30 June 2014 net debt was £12.2 million, equivalent to 35% of EBITDA.
Net debt
2014 
£m
2013 
£m
Term loan (10.0) 0.0
Pre-Admission debt 0.0 (314.8)
Cash and cash equivalents 1.1 30.2
Payments in clearing (3.3) 0.0
Net debt (12.2) (284.6)
Given the large reduction in net debt and the lower interest rates on the 
current bank facilities, interest charges under the new capital structure will be 
materially lower than in previous years.
Capital Expenditure
The Board of DX is committed to maintaining high levels of capital 
expenditure to improve IT systems, facilities and Customer Service. Total 
Capital expenditure in 2014 was £8.7 million, of which £5.5 million was spent 
on IT hardware and development costs.
£m
IT hardware and development costs 5.5
Property costs 2.0
Operations 0.8
Service development 0.4
Total capex 8.7
Capital expenditure is expected to continue at a similar level in 2015, with IT 
again expected to be the main component.
Taxation
The effective tax rate on the trading profit before tax is 44.0%, materially 
greater than the standard tax rate of 22.5%. The difference primarily arises 
because the interest on the mezzanine instrument owned by the former 
shareholders was effectively not deductible for tax purposes, thereby 
increasing the profit attributable to tax. Further to the repayment of this 
instrument the effective tax rate is expected to approximate closer to the 
expected tax rate, which will be 20.75% for the year ending 30 June 2015 
(subject to any further changes that might be announced in the 2015 budget).
Chief Financial 
Officer’s review
continued
Earnings per share
The reported basic earnings per 
share for the year to 30 June 2014  
of a loss of 70.2p is calculated with a 
weighted average number of shares 
on the full year’s comprehensive 
income, including eight months of 
trading with the historical financial 
structure and notional shareholder 
debt, and after exceptional items. 
Basic earnings per share on trading 
activities after interest and tax were 
5.1p. Given the seasonality of the 
earnings profile and the revised 
capital structure, pro-forma basic 
earnings per share for the four 
month period since Admission  
are 4.1p.
The pro-forma earnings per share for 
the full year was 10.4p, assuming the 
new capital structure was in place 
the whole year and applying it to the 
pre-exceptional operating profit with 
the anticipated increase in 
corporation tax.
Dividends
DX’s share capital was Admitted to 
AIM on 27 February 2014 and was 
therefore publicly quoted for four of 
the 12 months for the year ended  
30 June 2014. The Board has 
proposed a Final Dividend of 2p, 
representing a pro-forma, post 
Admission equivalent full year 
dividend of 6p per share. The Final 
Dividend is payable on 12 December 
2014 to shareholders registered on  
14 November, and will have an ex- 
dividend date of 13 November 2014.
By order of the Board
Ian Pain
Chief Financial Officer
2 October 2014 DX (Group) plc Annual Report 2014 | 19 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
DX is committed to corporate social 
responsibility. We seek to minimise 
our environmental impact, provide 
positive influence and support in the 
areas where our business operates 
and behave with integrity towards 
our Colleagues, Customers and 
shareholders. Whether it is reducing 
our environmental impact, helping 
less-developed overseas 
communities or encouraging equal 
opportunities, our commitment to 
social responsibility runs through 
everything we do.
We employ a culturally diverse 
workforce which typically reflects 
the local population wherever we 
operate. Throughout our offices, 
depots and warehouses we aim to 
achieve high levels of colleague 
satisfaction and are always looking 
to improve our Customer care and  
to help those most in need.
Corporate 
responsibility
Environment
As a delivery and logistics company we are aware of the impact we have on 
the environment and we are always looking for ways to reduce our fuel 
consumption and minimise the resultant emissions. To this end DX is trialling 
delivery vehicles which can carry a heavier payload with greater fuel 
efficiency than existing vehicles. Additionally these vehicles are smaller  
and easier to manoeuvre through residential areas causing less disruption.  
DX has also been utilising non-motorised cargo cycles in the centre of 
London which have 100% zero emissions. Further reductions have been made 
by co-locating service centres and replacing a number of sites, improving not 
only energy efficiency but also health and safety.
DX’s total carbon emissions were 36,356 tonnes. This is overwhelmingly 
made up of emissions from fuel burn. The calculation of these emissions is 
based on industry measurements (Carbon Trust and Defra). Emissions from 
transportation activities are internally verified. Note that the CO
2
 reported 
figure for fuel emissions is CO
2
 which is emitted from all fuel dependent 
assets, including all vehicle types and Mechanical Handling Machinery. CO
2
 
equivalents from franchise or service partner operations are not included in 
the reporting of CO
2
 emissions.
2011/12 2012/13 % Change 2013/14 % Change
CO
2
 Emissions (Tonnes) 44,585 44,869 –1% 36,356 –19%
Our focus on carbon emissions has delivered a reduction in the level of CO
2
 
emitted. To date we are only able to provide partial performance information 
as parts of the organisation had not tracked emissions or waste prior to 
AIM listing. 
DX is continually looking for ways to improve waste management either 
through reduction and efficiencies or recycling, thereby sending less to 
landfill. To improve our performance in this area we have recently launched  
a new Secure Shredding service to our Exchange Customers to dispose of 
sensitive waste paper. The resultant shredded paper is sent for recycling  
and pulped. 
Whilst this report only includes a partial picture of our total waste 
management for the reasons explained above, the production of waste has 
reduced by 48.8% with 21.5% reduction in tonnes going to landfill. We have 
also achieved a reduction in recycled weight CO
2
 (tonnes) which has reduced 
by 46%.
We will be providing a full set of figures for the next Annual Report. 20 | DX (Group) plc Annual Report 2014
Community
DX recognises it has a large 
workforce and therefore must play a 
part in the community. This year has 
seen a number of site changes and 
we have worked very closely with 
the local community to encourage 
job opportunities. Working with 
Job Centre Plus we have also been 
able to help colleagues find new 
employment where we have 
closed sites.
Our new Customer Service model 
has placed new skills into our 
operational sites around the UK to 
provide a high quality Customer 
Service experience within the service 
centres themselves. This ensures 
that, through close proximity to the 
items being handled, we are able to 
gain a speedier response to 
questions and enquiries. This is 
further bolstered by a new 
apprenticeship scheme, launched 
this year, where we are bringing 
people into the organisation to 
deliver great service through an 
improved Customer experience.
Charity giving
DX’s chosen charities are Scotty’s 
Little Soldiers and Vision Aid 
Overseas. We are now in our second 
year of sponsorship of Scotty’s Little 
Soldiers, a charity dedicated to 
supporting the children of men and 
women killed in action while serving 
with the British Armed Forces. DX 
gives its support alongside many 
other fundraisers; funds for the 
charity are raised through events, 
donations, merchandising and 
corporate sponsorships. Children will 
receive letters, cards, gifts, tickets for 
events and even fees for local sports 
or activities. Scotty’s already has one 
Corporate 
responsibility
continued
Health and safety
DX has a proactive, risk-based approach to health and safety in that our  
work colleagues at every level are involved in general and task based risk 
assessments. To ensure training and risk assessments are a constant feature, 
we issue an annual risk assessment calendar and safety training matrix.  
DX has recently invested in a web based Safety Management System. This 
technology enables us to measure and monitor our safety performance and 
maintain our training records as well as providing safe working guidance 
documents.
All general managers attend the IOSH Managing Safety course within three 
months of employment thereby ensuring health and safety responsibilities 
become part of their everyday working practice.
Improvement targets Target Actual
Number of incidents -10% -28.9%
We have reduced the number of incidents by 28.9% against a target 
reduction of 10%. 
There were no enforcement notices issued and no work place fatalities  
in 2013/14. DX (Group) plc Annual Report 2014 | 21 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
holiday home, so that families can 
take short breaks and enjoy building 
new, happy memories. The aim is to 
buy more and DX will be playing a 
key role in delivering some or all of 
the money in the coming year. DX 
colleagues at all levels undertook a 
range of fund-raising activities from 
1 January 2013 to 31 December 2013, 
generating £29,855 in donations. 
Living up to our commitment, DX 
matched the funds raised. Petar 
Cvetkovic presented Nikki Scott, 
founder of Scotty’s Little Soldiers, 
with a cheque for £59,709. DX’s 
contribution in the period covered by 
the report was £35,437.
For over 15 years we have worked 
with Vision Aid Overseas (‘VAO’),  
a charity helping adults and children 
in developing countries gain access 
to eye care and spectacles. DX has 
delivered over 25 million pairs of 
glasses to VAO, now at a rate of 
more than 3 million per year. We 
estimate that the value of this service 
is £50,000 a year. The recycle value 
for VAO is roughly £200,000 a year 
(amounting to over £2 million since 
the start of our relationship with 
them); this is the equivalent of a fifth 
of VAO’s total revenue. DX also 
delivers fundraising and promotional 
material throughout the United 
Kingdom free of charge.
Finally we also support our 
Customers and suppliers through 
donations or gifts to support their 
chosen charities.
“ The support that DX has provided for this charity 
over the past 15 years has been absolutely 
tremendous. I can’t emphasize enough how 
important the partnership is to us.”
  Jeremy Jalie, Development Director  
of Vision Aid Overseas 22 | DX (Group) plc Annual Report 2014
Principal risks  
and uncertainties
Risk – Letter and parcel volumes in the UK
The market for letters is expected to decline at a 
reducing rate over the next ten years, offset by an 
increase in volume in parcels, driven by the dramatic 
change in consumers’ shopping habits. 
Impact – If the decline of letter volumes in the UK is at 
a faster rate than forecast or the parcel volume growth 
rates are lower than DX forecasts (or DX fails to 
maintain or increase its share of the parcel markets in 
which it operates) there may be a material adverse 
effect on DX’s operations and future financial 
condition. Low levels of economic growth may affect 
the business of DX, including Customers adopting 
cheaper service options for the transmission of letters 
and parcels.
Mitigation
By seeking to win business in new sectors, developing 
new services recognising the general move to digital 
and electronic alternatives and maximising the benefits 
of the acquisition of DX Freight.
Risk – The parcel market in which DX operates is 
highly competitive
Impact – The parcel market is highly competitive and 
DX may be adversely affected by aggressive pricing 
strategies. DX faces risks associated with the 
expansion of ‘click and collect’ in the UK parcel market 
and increasing use of ‘pick up drop off’ points in high 
street shops and other locations, leading to a 
reduction in parcel volume delivered by DX.
Mitigation
By providing high levels of Customer Service at prices 
that provide Customers with best value, maintaining 
strong relationships with major Customers and 
developing new services in response to Customer 
needs. Increasing the breadth of markets serviced and 
the penetration within these markets.
Risk – Operating in a highly regulated environment
Impact – Failure to comply could result in financial loss 
through penalties or damages and reputational damage.
Mitigation
DX through our Regulatory Affairs department 
maintains strong relationships with the regulator and 
forums. This enables DX to keep abreast of all 
regulatory and legislative changes and maintains 
controls and processes to ensure full compliance.
Risk – DX may not be successful in meeting its 
productivity targets
Impact – Performance does not meet the desired 
targets and DX is exposed by not being able to 
capitalise on the cost savings. This would impact DX’s 
ability to deliver the financial performance and there 
may be a materially adverse effect on the business’ 
ability to meet the longer-term strategy.
Mitigation
DX has implemented and delivered a number of 
efficiency programmes since 2010 to improve 
profitability and cash flows. The ongoing strategy is to 
provide an integrated offering under ‘OneDX’ with one 
brand, one network, one Customer proposition and one 
integrated software platform. The ‘OneDX’ board was 
created to manage and monitor progress and to 
continually evaluate progress and to reprioritise and 
replan projects and investments accordingly with 
approval from the Board. DX (Group) plc Annual Report 2014 | 23 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Risk – DX’s IT systems are critical to its business 
operations
Impact – Any material failure in DX’s IT applications, 
systems and infrastructure may lead to operational  
and systems disruptions, with an adverse effect on  
DX’s operations, financial condition and future prospects.  
While its software is being updated, DX’s operational 
effectiveness could be impaired if its existing bespoke 
software failed.
Mitigation
DX has a Business Continuity Plan in the event of  
IT systems failure and further investment is being 
made to improve capability. The majority of 
systems are backed up off-site in disaster recovery 
facilities. Further protections are in place to defend 
against attacks to ensure that the systems cannot 
be breached. These protections are to a level 
acceptable to government departments. Significant 
testing in non-live environments is conducted prior 
to new systems going live.
Risk – Certain DX consultants and agency workers could 
be deemed to be employees of DX
Impact – DX uses a large number of consultants, individual 
sub-contractors and agency workers. In the event of any 
legal claim as to worker status, DX could be liable for 
increased costs (such as National Insurance Contributions) 
and liabilities (such as employee rights), which could have 
an adverse effect on its financial condition. DX is proposing 
to harmonise employment terms across DX particularly 
regarding DX Freight employees. There is a risk of 
employee claims if the harmonisation is not implemented 
effectively and/or such contractors are determined to be 
employees, with an adverse effect on DX’s operations, 
financial condition and prospects.
Mitigation
DX continues to monitor cases to ensure we keep 
ahead of the legislation and potential claims.  
Pay and benefits are regularly checked to ensure 
compliance and are altered where necessary.
 By order of the Board
 Petar Cvetkovic
 Chief Executive Officer
 2 October 2014 24 | DX (Group) plc Annual Report 2014
Board
Bob Holt 
1,2,3
Non-executive Chairman
Bob is Chairman of Mears Group 
PLC, the listed support services 
group focused on social housing and 
domiciliary care services, in which 
capacity he oversaw the company’s 
float on AIM and subsequent listing 
on the Main Market of the London 
Stock Exchange. He is also Non-
executive Chairman of energy 
procurement and management 
provider Inspired Energy Plc  
and is a Director of a number of 
other businesses. 
Ian Pain*
Chief Financial Officer
Ian has been working as a CFO in 
industry for 15 years having qualified 
as a Chartered Accountant with 
Price Waterhouse. Ian has spent the 
last seven years at DX having joined 
from a specialist manufacturer  
of labels for the pharmaceutical  
and agrochemical industries.  
Prior to becoming a CFO, Ian  
was a Corporate Finance Manager  
at Charterhouse Bank and an 
Investment Director with  
Prudential Private Equity.
Petar Cvetkovic 
3
*
Chief Executive Officer
Petar has 31 years’ experience in the 
transport and logistics industry, the 
last four of which have been with DX. 
Prior to joining DX as CEO Petar held 
numerous senior roles in the industry 
including CEO of Target Express, 
Managing Director of City Link and 
UK MD of Norbert Dentressangle. 
Petar is also Non-executive Director 
of the fast growing online retailer 
boohoo.com. 
Raquel McGrath**
Company Secretary
Raquel joined DX as Head of Legal 
and Company Secretary in 2011.  
Raquel was admitted as a solicitor in 
1996. Having trained with Slaughter 
and May, she joined their Corporate 
and Commercial team before 
moving to Australia where Raquel 
joined Allens in Melbourne and 
became a Senior Associate in the 
Energy, Resources and Infrastructure 
Department.
Paul Murray 
1,2,3
Non-executive Director
Paul has over 25 years’ senior level 
experience of the transport and 
logistics industry. Latterly he acted  
as an adviser to the board of City  
Link and was Chairman of NetExpress 
Europe, the pan-European road 
express specialist which links leading 
companies in express, freight and 
logistics. Previous roles have included 
Chief Executive of Target Express 
Parcels Ltd, the national express 
parcels and freight provider and 
Managing Director of the UK and 
Ireland operations of Federal Express 
for over five years. 
Key 
1 Audit Committee
2 Nomination Committee
3 Remuneration Committee
*  These Directors are on the Board and the 
Executive team.
**  Raquel McGrath is not a Board member. DX (Group) plc Annual Report 2014 | 25 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Mike Sturrock 
Chief Information Officer
Mike’s career has spanned the mobile 
telephony, new media, television, 
airline and IT services sectors where 
he has held a wide range of positions 
from consulting and Project 
Management roles to technical 
architecture and leadership positions. 
The most recent being heading the 
broadcast technology division of 
BSkyB and Head of Technology for 
easyJet. Mike is responsible for the 
strategy, delivery and maintenance of 
all the technology and processes that 
support the operations of DX.
Paul Doble 
Chief Sales and Marketing Officer
Paul is an engineering graduate with 
an MBA from Henley Management 
College. Paul has overall responsibility 
for sales and marketing within  
DX overseeing the relationship 
management of 25,000 DX 
Customers and the development 
and marketing of DX’s services.
Barrie Childe 
Chief Operations Officer
Barrie has 30 years of industry 
experience including senior 
operations roles within BOC 
Distribution, Business Post plc and 
Federal Express. Prior to joining  
DX he was Managing Director of 
Viscount Associates Ltd. Barrie has 
overall responsibility for all 
operations within DX and for 
Customer Services. 
Kathy Sharkey 
Chief People Officer
Kathy started her career in retail 
management and moved into HR 
seventeen years ago making a 
transition through the retail, FMCG 
and medical engineering sectors. 
Prior to joining DX, Kathy had 
headed an EMEA HR team for a 
global handheld technology provider 
for five years. Kathy is responsible 
for Colleague Strategy, Colleague 
Relations, Colleague Support, 
Vetting, Learning and Development, 
Colleague Reward and Benefits, 
including Payroll and Recruitment.
Stuart Godman 
Chief Strategy Officer
Stuart started his career in 1988  
with TNT Express before moving  
to Target Express. As Sales and 
Marketing Director he was part of 
the team that sold the business to 
Rentokil Initial Plc, in 2006. He 
stayed on in the combined City Link/
Target Express business becoming 
Managing Director. He joined the  
DX team in July 2011.
Keith Eden 
Chief Compliance Officer
Keith has 20 years’ experience 
mainly in financial services 
transaction processing, outsourcing 
and mail distribution. He is ACMA 
qualified and has worked for a 
number of European subsidiaries of 
large American corporations. Keith  
is the Director responsible for 
Programme and Compliance 
encompassing fraud detection/
prevention, security, internal audit 
and the overseeing of major  
change programmes.
Executive team 26 | DX (Group) plc Annual Report 2014
Directors’ report
Biographical details of the Directors currently serving on 
the Board are set out on page 24. All of the Directors 
served on the Board from the Admission of DX (Group) 
plc to AIM until the date of this report other than Paul 
Murray who was appointed on 17 July 2014.
During the period from Admission until 17 July 2014 
David Hoare served as Non-executive Chairman.
The company’s approach to the appointment and 
replacement of Directors is governed by its Articles 
(together with relevant legislation) and takes into 
consideration any recommendations of the Quoted 
Companies Alliance corporate governance code  
(QCA Code).
The company’s Articles of association, require that all 
Directors should be subject to election by shareholders 
at the first annual general meeting following their 
appointment and that one third of the Directors (or the 
number nearest to but not less than one third) retire by 
rotation at each annual general meeting, with each 
Director also being subject to re-election at intervals of 
not more than three years. As this is the first annual 
general meeting of the company and in line with best 
practice, it is proposed that all the Directors of the 
company should offer themselves for re-election. It is 
proposed that at subsequent annual general meetings, 
the retirement by rotation provisions of the company’s 
articles of association will apply. The Board recommends 
to shareholders the re-election of the Directors, all of 
whom continue to demonstrate commitment to their 
respective roles and whose individual performance 
continues to be effective.
Results and dividends
The results for the year ended 30 June 2014 are shown on 
page 41. The group’s trading profit for the year was £4.0 
million and included eight months of trading with a private 
equity backed pre-Admission capital structure and four 
months of trading with the deleveraged and simplified 
post-Admission structure. The Directors recommend a 
final dividend of 2p per share be paid on 12 December 
2014 to ordinary shareholders on the register of members 
at the close of business on 14 November 2014. The 
ex-dividend date will be 13 November 2014.
Principal activities, risks and review of the business
The group’s continuing activities are the provision of 
post, packets, parcels and freight delivery services in the 
UK and the Republic of Ireland. The principal activity of 
the company is that of a holding company.
The Strategic Report set out on pages 2 to 25 provides a 
fair review of the group’s business for the year ended 30 
June 2014. It also explains the objectives and strategy of 
the group, its competition and the markets in which it 
operates, the principal risks and uncertainties it faces, the 
group’s financial position, key performance indicators 
and likely future developments of the business.
Risk management and internal control
DX has in place a system of internal financial controls 
commensurate with its current size and activities.
The Board has overall responsibility for DX’s system of 
internal control to safeguard the company’s assets and 
shareholders’ investments. The risk management process 
and systems of internal controls are designed to identify 
the main risks that the group is exposed to and ensure 
that appropriate policies and procedures are in place  
to minimise these risks to the group, including the 
establishment of appropriate business continuity 
planning arrangements. The company maintains a risk 
management register which is managed by a risk 
management committee and discussed every six months 
with the Board.
The Board has reviewed the effectiveness of the system 
of internal control for the year ended 30 June 2014 and 
up to the date of the signing of the Annual Report and 
Accounts. The Board will continue to develop and 
implement internal control procedures appropriate to 
DX’s activities and scale.
The Board recognises that an essential part of its 
responsibility is the effective safeguarding of assets,  
the proper recognition of liabilities and the accurate 
reporting of results. The group has a comprehensive 
system for regular reporting to the Board. This includes 
monthly management accounts and an annual planning 
and budgeting system with budgets approved by the 
Board. The financial reporting system compares against 
budget and prior year and the Board reviews its financial 
year forecasts on a monthly basis.
The Board has established a formal policy of 
authorisation setting out matters which require its 
approval and certain authorities which are delegated  
to the Executive Directors.
Going concern
The Directors are satisfied that the group has the 
appropriate capital structure to enable it to invest in 
facilities, equipment and staff as required and to continue 
in operational existence for the foreseeable future.  
Thus they continue to adopt a going concern basis in 
preparing the financial statements.
Further details regarding the adoption of the going 
concern basis can be found in the basis of preparation of 
accounts in note 2 to the financial statements.
Corporate governance
The Board is fully committed to high standards of 
corporate governance. Details relating to the company’s 
compliance with the QCA Code for the financial year and 
a description of the company’s management and 
reporting structure are given in the Corporate 
Governance and Directors’ Remuneration Reports on 
pages 30 to 37. DX (Group) plc Annual Report 2014 | 27 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Anti-bribery and corruption
DX takes a zero-tolerance approach to bribery and 
corruption and has a formal anti-corruption and bribery 
policy in place. Training is provided to set the clear 
expectation that staff must act professionally and with 
integrity in all business dealings.
Whistleblowing
DX has whistleblowing procedures under which staff are 
encouraged to inform the Executive Team or any 
Director of any concerns they may have that the 
practices of DX or individuals are wrongful or contravene 
any applicable laws or regulations.
Corporate responsibility
Information on Corporate Responsibility matters are set 
out on pages 19 to 21. These include disclosures on DX’s 
environmental policies (including details of the group’s 
greenhouse gas emissions as required to be disclosed 
under the Companies Act 2006), health and safety, 
employee rights and gender diversity policies.  
Further details can also be found on the DX website 
www.thedx.co.uk.
Our colleagues
DX aims to create a culture where colleagues of all 
backgrounds and experience feel appreciated and 
valued. This is underpinned by the culturally diverse 
workforce employed by the group, which reflects the 
local populations in the areas where we operate. In all 
cases the group fulfils its legal obligations under the 
Equality Act 2010.
Not only do we ensure that our legal obligations are 
fulfilled but we strive to surpass these obligations 
through the implementation of our policies and 
programmes for recruitment, career development and 
promotion which are based solely on the ability and 
performance of the individual and the needs of the 
group’s business.
The group continues to invest in its colleagues with 
ongoing programmes which focus on personal 
performance and learning and development. The group’s 
commitment to colleague development can be 
demonstrated by 8,083 attendances to Learning and 
Development events.
Our sales teams have also participated in a Customer 
focused sales training and coaching programme aimed 
at increasing their capability which has resulted in an 
increase in capability scores of 14% for sales colleagues 
and 8.1% for sales managers.
Our Customer Experience Teams are now based in our 
Service Centres to ensure that we are meeting the needs 
of our Customers on a local basis. These colleagues are 
supported by a specific programme of work-based 
learning which is a 12 month programme that leads to a 
national qualification in Customer Service.
In addition, we have a launched a pilot apprenticeship 
scheme within Customer Experience which has resulted 
in the recruitment of a small number of apprentices who 
benefit from a work based learning programme which 
will also lead to the achievement of a national 
qualification in Customer Service and the opportunity to 
gain invaluable work experience.
One of our key focuses over the last 12 months has been 
the legislative requirement for all colleagues who drive 
vehicles of 7.5 tonnes or over to hold a Driver Certificate 
of Professional Competence. Over 3,500 training days 
have been delivered which has resulted in the 
achievement of over 96% of our drivers gaining this 
qualification ahead of the Government deadline of 
September 2014.
All of these programmes have been key to maintaining 
our focus on our Customer and ensuring that we keep 
our Customer promise – ‘Delivered Exactly’.
All colleagues are offered a competitive benefit package, 
which includes a provision for death in service benefit, a 
number of voluntary benefits to support colleagues’ 
welfare and the opportunity to participate in one of the 
group’s stakeholder pension schemes.
Since Admission to AIM, most management colleagues 
have had the opportunity to participate in a Company 
Share Option Plan and all eligible colleagues in a SAYE, 
share save scheme both of which provide an opportunity 
for our colleagues to personally participate in the success 
of our business. Further details are set out in the 
Directors’ Remuneration Report on pages 34 to 37.
The group encourages an active interest in company 
activities at all levels and seeks to receive and consider 
the views of colleagues over a wide range of subjects. 
This aim is achieved through a fully representative 
Colleague Partnership programme, which ensures two 
way communications and colleague involvement. 
Monthly news bulletins are distributed throughout the 
group and a quarterly newspaper is produced with a 
mixture of business and colleague news.
Labour turnover 35.7%
Labour turnover reported includes DX Freight and 
therefore is not comparable to prior year’s figures. 
A significant proportion of those colleagues we have not 
retained were involuntary leavers as part of location 
changes and consolidations made to meet current and 
future Customer needs. 28 | DX (Group) plc Annual Report 2014
Disabled employees
Applications for employment by disabled persons are 
always fully considered, bearing in mind the aptitudes of 
the applicant concerned. In the event of members of 
staff becoming disabled, every effort is made to ensure 
that their employment with the group continues and that 
appropriate training is arranged. It is the policy of the 
group that the training, career development and 
promotion of disabled persons should, as far as possible, 
be identical to that of other employees.
Notifiable interests
The company has been notified of direct and indirect 
interests in voting rights equal to or exceeding 3% of the 
ordinary share capital of the company as set out in the 
table below:
Shareholder Shares held %
Fidelity Worldwide Investment 19,158,280 9.55
Henderson Global Investors 18,015,388 8.98
Schroder Investment Mgt 17,660,340 8.81
J O Hambro Capital Management 13,365,873 6.67
AXA Framlington 10,462,183 5.22
Standard Life Investments 10,163,660 5.07
BlackRock Investment Mgt (UK) 9,657,326 4.82
Ruffer LLP 8,799,900 4.39
Miton Group plc 8,130,677 4.05
Liontrust Asset Management 7,498,407 3.74
Unicorn Asset Management 7,420,284 3.70
Per shareholder register as at 30 September.
Share capital
Details of the company’s share capital are set out in note 
19 to the consolidated financial statements. The 
company’s issued share capital consists of 200,525,500 
ordinary shares with a nominal value of £0.01 each. All 
shares rank equally and are fully paid. No person holds 
shares carrying special rights with regard to the control 
of the company. Each share carries the right to one vote 
at general meetings of the company and no right to fixed 
income. The company has no treasury shares.
Directors’ interests
The number of ordinary shares of the company in which 
the Directors are beneficially interested at 27 February 
2014 (date of Admission) or date of appointment if later 
and 30 June 2014 is set out in the Directors’ 
Remuneration Report on page 35.
No Director had any dealings in the shares of the 
company between 30 June 2014 and 1 October 2014.
Each of the Executive Directors has undertaken with the 
company’s Nominated Advisor and Broker, Zeus Capital, 
not to dispose of any of the ordinary shares in which  
he was interested at Admission within 12 months of 
Admission (‘the Lock-Up Period’) other than through  
Zeus Capital subject to certain customary covenants.  
In addition, each of the Executive Directors has 
undertaken with Zeus Capital not to dispose of any of  
the ordinary shares during the period from the Lock-Up 
Period until the date falling 12 months from the date of 
expiry of the Lock-Up Period unless:
 – the relevant Executive Director had given Zeus Capital 
at least five business days’ notice of the proposed 
disposal;
 – Zeus Capital has given its prior written consent to the 
proposed disposal; and
 – the proposed disposal is brokered through Zeus 
Capital on a best execution basis.
Director indemnities and insurance
In accordance with the Companies Act 2006 and the 
company’s Articles of Association, the company has 
purchased Directors’ and Officers’ Liability Insurance, 
which remains in place at the date of this Report. The 
company reviews its insurance policies on an annual 
basis in order to satisfy itself that its level of cover 
remains adequate.
Amendment to company’s Articles
The company may alter its Articles by special resolution 
passed at a general meeting.
Donations
Charitable donations in the year ended 30 June 2014 
amounted to £35,437 (2013: £6,700), of which £15,500 
(2013: £nil) was donated to Scotty’s Little Soldiers under 
an agreement whereby the group matches funds raised 
by the group’s colleagues.
No payments were made to political parties (2013: £nil).
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Strategic 
Report, the Directors’ Report and the financial 
statements in accordance with applicable law and 
regulations. 
Company law requires the Directors to prepare group 
and parent company financial statements for each 
financial year. As required by the AIM Rules of the 
London Stock Exchange they are required to prepare the 
group financial statements in accordance with IFRSs as 
adopted by the EU and applicable law and have elected 
to prepare the parent company financial statements on 
the same basis.
Directors’ report  
continued DX (Group) plc Annual Report 2014 | 29 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Under company law the Directors must not approve the 
financial statements unless they are satisfied that they 
give a true and fair view of the state of affairs of the 
group and parent company and of their profit or loss for 
that period. In preparing each of the group and parent 
company financial statements, the Directors are required 
to: 
 – select suitable accounting policies and then apply them 
consistently; 
 – make judgements and estimates that are reasonable 
and prudent; 
 – state whether they have been prepared in accordance 
with IFRSs as adopted by the EU; and 
 – prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the 
group and the parent company will continue in 
business.
The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and 
explain the parent company’s transactions and disclose 
with reasonable accuracy at any time the financial 
position of the parent company and enable them to 
ensure that its financial statements comply with the 
Companies Act 2006. They have general responsibility 
for taking such steps as are reasonably open to them to 
safeguard the assets of the group and to prevent and 
detect fraud and other irregularities. 
The Directors are responsible for the maintenance and 
integrity of the corporate and financial information 
included on the company’s website. Legislation in the UK 
governing the preparation and dissemination of financial 
statements may differ from legislation in other 
jurisdictions.
The Directors consider that the Annual Report and 
Accounts, taken as a whole, is fair, balanced and 
understandable and provides the information necessary 
for shareholders to assess the group’s performance, 
business model and strategy.
Each of the Directors, whose names and functions are 
listed on page 24 of the Annual Report confirm that, to 
the best of their knowledge:
 – the group financial statements, which have been 
prepared in accordance with IFRSs as adopted by the 
EU, give a true and fair view of the assets, liabilities, 
financial position and loss/profit of the group;
 – the Strategic Report and Directors’ Report include a 
fair review of the development and performance of the 
business and the position of the group, together with a 
description of the principal risks and uncertainties that 
it faces;
 – there is no relevant audit information of which the 
company’s auditors are unaware; and
 – they have taken all the steps that they ought to have 
taken as Directors in order to make themselves aware 
of any relevant audit information and to establish that 
the company’s auditors are aware of that information.
By order of the Board
Ian Pain
Chief Financial Officer
2 October 2014 30 | DX (Group) plc Annual Report 2014
Chairman’s introduction to corporate governance
Dear Shareholder,
Principles of corporate governance
At DX, we hold the principles of corporate governance  
in the highest regard. In particular we value honesty, 
transparency and fairness within DX and in our 
relationships with our Customers and suppliers.
As a company traded on AIM, DX is not required to 
comply with the UK Corporate Governance Code. 
However, the Board recognises the importance of the 
principles set out in the Corporate Governance Code and 
DX applies the principles as far as the Board considers 
appropriate for a company of its size and nature in 
accordance with the Quoted Companies Alliance 
corporate governance code (the QCA Code). We believe 
this provides a firm foundation for the successful growth 
of DX.
The executive management of DX is led by Petar 
Cvetkovic, Chief Executive Officer and, under my 
leadership, the Board reviews performance and 
implementation of strategy with an emphasis on 
accountability to shareholders. 
The composition of the Board reflects an appropriate 
blend of different experience and backgrounds with the 
requisite knowledge of DX and the logistics market to 
provide an independent and objective view. 
Bob Holt
Chairman DX (Group) plc Annual Report 2014 | 31 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Governance reports
Introduction
The Board is responsible for ensuring the highest 
standards of corporate governance at DX and for 
promoting the long-term success of DX.
The Board
The roles of the Chairman and Chief Executive are 
separate with each having clearly defined duties  
and responsibilities.
The Chairman provides leadership to the Board. He is 
responsible for chairing the Board meetings and for 
setting the agenda for the Board’s meetings (in 
consultation with the Chief Executive) and ensuring that 
the Board has sufficient time to discuss issues on the 
agenda, especially those relating to strategy. The 
Chairman is also responsible for ensuring that the 
Directors receive all of the necessary information  
and reports. 
The Chief Executive Officer is responsible for leadership 
of the DX management and its employees on a day-to-
day basis. In conjunction with the Executive Team, he is 
responsible for the execution of strategy approved by 
the Board and the implementation of Board decisions. He 
is also responsible for ensuring the market and regulators 
are kept appraised in a timely manner of any material 
events and developments.
The Board comprises the Non-executive Chairman 
(currently Bob Holt, this position was served by David 
Hoare from Admission until 17 July 2014), two Executive 
Directors and one Non-executive Director. The Non-
executive Director constructively challenges and helps to 
develop DX’s strategy. 
Details of each Director’s background and experience 
can be found on page 24. The Board’s mix of skills and 
business experience ensures an informed review and 
debate of performance and strategy. 
The Board plans to appoint an additional Non-executive 
Director within the next financial year to further support 
the Board.
Independence
The actions and decisions of all the Non-executive 
Directors who served during the year and up to the 
date of this report are considered by the Board to be 
independent in both character and judgement. 
Role of the Board
The Board meets regularly to set DX’s strategy. Directors 
are supplied with a comprehensive Board Pack before all 
Board meetings which includes the agenda, previous 
minutes, detailed financial information and all other 
supporting papers necessary to have a fully informed 
discussion. The Board ensures that the necessary 
resources are in place to achieve DX’s strategic priorities. 
The Board is committed to the regular review of DX’s 
framework of internal controls to ensure the highest 
standard of corporate governance is achieved having 
regard to available resources. The key responsibilities of 
the Board (as set out in the Schedule of Matters 
Reserved for the Board adopted on listing) are:
 – overall leadership and management of DX; 
 – setting DX’s values and standards, long-term 
objectives, commercial strategy and strategic direction;
 – review and approval of DX’s annual operating and 
capital expenditure budgets; 
 – oversight of DX’s operations and compliance;
 – ensuring sound management and maintenance of an 
appropriate system of internal control and risk 
management; 
 – approval of any extension of DX’s activities into new 
business or geographic areas; 
 – approval of major investments or capital projects;
 – decisions to cease to operate or dispose of any material 
part of DX’s business;
 – changes to the group’s financial, capital or corporate 
structure;
 – approval of the financial statements, Annual Report 
and Accounts, material contracts and contracts not in 
the ordinary course of business;
 – approval of dividend policy and dividend payments;
 – communications with shareholders and the market;
 – Board membership and composition of Board 
committees; 
 – corporate governance and remuneration policy 
(including employee benefits); and
 – any decision likely to have a material impact on  
DX from any perspective, including, but not limited to, 
financial, operational, strategic or reputational.
Day-to-day operational and financial management is 
delegated to DX’s Executive Team (on which both 
Executive Directors sit). The Executive Team also meets 
monthly and provides the Board with detailed monthly 
reports. Details on the background of each member of 
the Executive Team can be found on page 25. 32 | DX (Group) plc Annual Report 2014
Operation of the Board
The Board meets monthly and between Admission to AIM and 30 June 2014 five scheduled Board meetings were 
held. Any specific actions arising during meetings agreed by the Board are followed up and reviewed at subsequent 
Board meetings to ensure their completion. The Board also keeps in close contact between formal meetings and will 
conduct ad hoc meetings as required. If a Director is unable to attend a Board meeting, the Chairman will canvass his 
views in advance and ensure that the Director is promptly advised of the outcome of the matters under discussion.
Attendance (post-Admission until 30 June 2014)
Scheduled 
Board Meetings
Audit 
Committee
Remuneration 
Committee
Nomination 
Committee
David Hoare 4/5 1/1 1/1 1/1
Bob Holt 4/5 1/1 1/1 1/1
Petar Cvetkovic 5/5 n/a 1/1 n/a
Ian Pain 5/5 n/a n/a n/a
Each Director receives induction training on appointment 
including visits to principal sites and meetings with 
operational management and all Directors have access  
to the Company Secretary and independent legal advice 
on request.
In recognition of its importance, the first standing item of 
business at every scheduled Board meeting is the 
consideration of the Health and Safety report. Other 
regular reports include those from the Chief Executive 
and Chief Financial Officer covering business 
performance, markets and competition, investor and 
analyst updates as well as progress against strategic 
objectives and capital expenditure projects. Board 
meetings are frequently held at different group locations 
in order to review local operations.
Board Committees
The Board has delegated certain responsibilities to the 
Audit Committee, the Remuneration Committee and the 
Nomination Committee. Each Committee operates 
according to its own terms of reference (available on 
www.thedx.co.uk).
The Audit Committee has primary responsibility for 
monitoring the quality of internal controls, ensuring that 
the financial performance of DX is properly measured, 
ensuring the integrity of the financial statements and 
reporting and reviewing reports from DX’s auditors 
relating to DX accounting and internal controls, in all 
cases having due regard to the interests of shareholders. 
The Remuneration Committee determines remuneration 
for the Executive Directors and the Executive Team. The 
Nomination Committee recommends the appointment of 
Directors and is responsible for succession planning. 
Further information on each Committee is set out in the 
relevant report on the following pages.
Investor relations
DX places a great deal of importance on communication 
with all shareholders. There is regular dialogue with 
individual institutional shareholders throughout the year 
and formal presentations after the interim and 
preliminary results. 
DX has arranged a number of site visits for shareholders 
and other City commentators with the aim of providing 
them with increased exposure to our operations and 
management. The 2014 AGM will be held on 4 November 
at 10.00am. The notice of the meeting is enclosed. It is 
also available to download from www.thedx.co.uk.
The Board encourages dialogue between the Directors 
and investors and the Directors are available at each 
AGM to hear the views of shareholders and to answer 
any questions. 
The Directors are also able to meet shareholders or to 
respond to questions throughout the year upon request. 
The principal methods of communication with private 
investors remain the Annual Report and Accounts, the 
interim statements and DX’s website (www.thedx.co.uk). 
The website is viewed as an efficient and cost-effective 
way to communicate widely with all shareholders and 
DX’s financial reports, publications and press releases 
can be viewed here together with corporate governance 
information, key dates in the financial year and news 
about DX, its services and issues affecting the industry.
The Board also receives a regular summary of 
shareholder feedback from Zeus Capital (DX’s 
Nominated Advisor and Broker). 
Governance reports  
continued DX (Group) plc Annual Report 2014 | 33 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
The members of the Audit Committee are the two 
Independent Non-Executive Directors. During the 
financial year to 30 June 2014, David Hoare was the Chair 
of the Audit Committee and Bob Holt was the other 
member. The Board is confident that the collective 
experience of the Audit Committee members enables 
them, as a group, to act as an effective Committee. 
Attendance at meetings of the Audit Committee by 
non-members is by invitation and at the discretion of the 
Audit Committee. The Chief Executive Officer, the Chief 
Financial Officer and the KPMG LLP audit engagement 
partner (DX’s external auditor) will normally be invited to 
attend meetings of the Audit Committee. The Chairman 
of the Audit Committee meets regularly with the Chief 
Financial Officer and the external auditors.
The main duties of the Audit Committee are set out in its 
Terms of Reference and include the following:
 – to monitor the integrity of the financial statements of 
the group, including its annual and half-year reports 
and any other formal announcement relating to DX’s 
financial performance; 
 – to report and review to the Board on significant 
financial reporting issues and judgements which they 
contain having regard to matters communicated to it 
by the auditor;
 – to review and challenge where necessary:
•  the consistency of, and any changes to, significant 
accounting policies both on a year-on-year basis and 
across the group; 
•  whether DX has followed appropriate accounting 
standards and made appropriate estimates and 
judgements, taking into account the views of the 
external auditor;
•  the clarity and completeness of disclosure in the 
financial reports; and
•  all material information presented with the financial 
statements.
 – to keep under review the adequacy and effectiveness 
of DX’s internal financial controls and internal control 
and risk management systems;
 – to review and approve the content of the Annual 
Report and Accounts and advise the Board on 
whether, taken as a whole, it is fair, balanced and 
understandable and provides the information 
necessary for shareholders to assess DX’s 
performance, business model and strategy;
 – to review the adequacy of DX’s compliance, 
whistleblowing, controls for the prevention of bribery 
and procedures for detecting fraud;
 – to regularly assess the need for an internal audit 
function;
 – to consider and make recommendations to the Board, 
to be put to shareholders for approval at the AGM, in 
relation to the appointment, reappointment and 
removal of DX’s external auditor;
 – to oversee the relationship with the external auditor 
including recommendations on their remuneration, 
approval of their terms of engagement, annual 
assessment of their independence and objectivity 
taking into account relevant UK professional and 
regulatory requirements and the relationship with the 
auditor as a whole, including the provision of any 
non-audit services;
 – to meet regularly with the external auditor and at least 
once a year, without management being present, to 
discuss the auditor’s remit and any issues arising from 
the audit; and
 – to review and approve the Audit Plan and review the 
findings of the audit.
During the year to 30 June 2014, the Audit Committee 
reviewed and endorsed the half-year financial statements 
and results announcements. 
External auditor
To ensure the auditor’s independence and objectivity, the 
Audit Committee annually reviews DX’s relationship with 
the auditor. Following the review in 2014, DX concluded 
that it has an objective and professional relationship with 
KPMG LLP and that there are sufficient controls and 
processes in place to ensure the required level of 
independence. In addition, the auditor is required to 
review and confirm its independence to the Audit 
Committee on a regular basis.
Having reviewed the auditor’s independence and 
performance the Audit Committee is recommending that 
KPMG LLP be reappointed as DX’s auditors at the next 
Annual General Meeting.
Audit process
KPMG LLP prepare an Audit Plan which sets out the 
scope of and approach to the audit, significant risks and 
other areas to be targeted. This plan is reviewed and 
agreed in advance by the Audit Committee. Following 
their review the auditors present their findings to the 
Audit Committee for discussion. No major areas of 
concern were highlighted by the auditors during the year.
Non-audit services
KPMG LLP may also be employed where, as a result of its 
position as auditor, it either must, or is best placed to, 
perform the work in question. A policy is in place in 
relation to the provision of non-audit services by the 
auditor to ensure that there is adequate protection of its 
independence and objectivity.
Audit Committee report 34 | DX (Group) plc Annual Report 2014
Directors’ remuneration report 
(including the Remuneration Committee report)
This is DX’s first Directors’ remuneration report since the 
company was Admitted to AIM in February 2014. The 
Board has delegated certain responsibilities for executive 
remuneration to the Remuneration Committee. Details of 
the Remuneration Committee, its remit and activities are 
set out below.
Report from the Remuneration Committee 
The Remuneration Committee is chaired by Bob Holt  
and has Paul Murray and Petar Cvetkovic as its other 
members. Any other attendees are at the invitation of the 
Committee Chairman only and will usually include the 
Chief People Officer and the Company Secretary. The 
Remuneration Committee meets according to DX’s 
requirements (at least twice a year). There was one 
meeting held between Admission and 30 June 2014. The 
Remuneration Committee determines the remuneration 
packages for the Chairman, the Executive Directors and 
the Executive Team and any major remuneration plans 
for the group. This includes implementation of the 
group’s share incentive plans. 
The Committee acts in accordance with the Committee’s 
Terms of Reference (available on www.thedx.co.uk), and 
accordingly, no Director may participate in discussions 
relating to their own terms and conditions of service or 
remuneration.
The main duties of the Remuneration Committee include 
the following:
 – setting the remuneration policy for the Directors;
 – in determining such policy, to take into account 
relevant legal and regulatory requirements, and the 
provisions and recommendations of the QCA Code, 
the QCA’s Remuneration Committee Guide and 
associated guidance;
 – recommending and monitoring the level and structure 
of remuneration for the Executive Team;
 – when setting the remuneration policy for Executive 
Directors, to review and have regard to pay and 
employment conditions across the group;
 – to review the ongoing appropriateness, relevance, and 
revisions of the remuneration policy; 
 – to appoint and determine the terms of reference for 
any remuneration consultants who advise the 
Committee;
 – to approve the design of and determine the targets for 
any schemes of performance-related remuneration and 
approve the total remuneration paid under such 
schemes;
 – to review the design of all share incentive plans for 
approval by the Board and shareholders;
 – to determine the policy and scope of pension 
arrangements for Executive Directors and other 
designated senior executives;
 – to oversee any major changes in employee benefits 
structure throughout the group;
 – to agree the policy for authorising claims for expenses 
from the Executive Directors and Chairman; and
 – to review and approve any material termination 
payment.
The main items of business considered by the 
Remuneration Committee during the period from 
Admission to AIM to 30 June 2014 included:
 – remuneration strategy and policy;
 – salary reviews for Executive Directors and the 
Executive Team; and
 – the proposal to establish an Employee Benefit Trust  
in FY15.
There were no changes to the Directors’ remuneration in 
the period from Admission to 30 June 2014. No change 
to DX’s remuneration policy is anticipated in the coming 
financial year.
Remuneration policy
The Committee recognises the importance of ensuring 
that employees of DX are effectively and appropriately 
incentivised and that their interests align with those of 
DX and its shareholders. Similarly, the Committee 
believes that the ongoing success of DX depends to a 
high degree on attracting, retaining and incentivising the 
performance of the Executive Directors and the 
Executive Team. This supports the strategic aims of the 
business and aligns with shareholder interests.
DX’s policy on Directors’ remuneration is to provide 
salaries which are fair and reasonable in comparison with 
companies of a similar size in the logistics industry and 
other similar industries and which will, as a result attract, 
retain and motivate the right people. The Committee 
takes into account each executive’s individual 
performance and overall contribution to the business 
during the year.
Each of the Executive Directors has an ongoing service 
agreement with DX Network Services Limited. 
Petar Cvetkovic (Chief Executive Officer) receives an 
annual salary of £500,000.
Ian Pain (Chief Financial Officer) receives an annual 
salary of £320,000.
These salaries are fully inclusive of benefits. DX (Group) plc Annual Report 2014 | 35 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Each of the Executive Directors is eligible to participate in 
a discretionary annual bonus scheme, with the potential 
to receive bonus payments up to a maximum of 100% of 
salary. Any bonus payments are decided by the Board 
and subject to such conditions and EBITDA and/or KPI 
targets as the Board may determine. Bonuses are 
currently based on service, personal performance and 
achievement of the group’s strategic objectives and 
financial targets. 
To further incentivise and support the retention of Senior 
Management (including the Executive Directors and the 
Executive Team) and therefore ultimately to enhance 
shareholder value, DX adopted three share plans on 
Admission. 
The share plans adopted by DX are made up of three 
incentive arrangements:
(1) the DX (Group) plc Value Creation Plan (‘VCP’), which 
will reward the Executive Team in the event that 
shareholder value is created; 
(2) the SAYE Plan, which is an HMRC approved scheme 
under which options over ordinary shares were 
offered to all employees of DX who had been 
employed for the relevant qualifying period; and
(3) the CSOP, which is also an HMRC approved scheme, 
under which selected management were granted 
market value options over ordinary shares. The CSOP 
also has an unapproved schedule under which 
options were granted in excess of the HMRC 
approved scheme limit.
The policy on payment for loss of office is set out in the 
Service Agreements for the Executive Directors with a 
fixed maximum termination period of 12 months. Non-
Executive Directors have Appointment letters each with a 
term of three years (subject to re-election at the AGM) 
and a fixed maximum termination period of three months. 
Any payments made to the Executive Directors through 
the DX bonus scheme are at the discretion of the Board 
and are made in line with the scheme rules which apply 
equally to all colleagues regardless of level and must be 
approved by the Remuneration Committee. Only the 
Remuneration Committee can authorise Executive 
termination payments.
The company’s policy on the setting of notice periods 
under the Directors’ Service Agreements is considered to 
be in line with external market trends and will be 
reviewed by role to protect the company’s knowledge 
and operations. Notice payments are based upon the 
reference salary contained within Service Agreements.
Pay for all other employees is based upon external 
market rates, job role, internal comparators and business 
impact. Both DX’s financial and operational performance 
and each person’s personal performance are also taken 
into account when setting salaries; DX does not reward 
poor performance. 
Remuneration benchmarking was undertaken for a 
variety of operational and sales positions during the last 
financial period.
 
Performance evaluation
DX has not undertaken a formal evaluation of the Board 
or its Committees in the period from listing until 30 June 
2014 but the Board will consider conducting a formal 
evaluation during the next financial year. The 
performance of the Executive Directors is reviewed 
annually in accordance with DX’s Personal Performance 
Plan system. Under the Personal Performance Plans all 
employees have documented reviews of performance 
against objectives and development opportunities based 
on a 1-5 scale, with 5 being ‘far exceeds expectations’. 
Ratings of 2 or below are regarded as under 
performance and therefore trigger exclusion from the 
discretionary bonus scheme.
Directors’ shareholdings 
The Directors who held office at 30 June 2014 had the 
following interests, including family interests, in the 
shares of the company (excluding any entitlements that 
may become due under the VCP).
Ordinary 
shares 
30 June 2014
Petar Cvetkovic 2,594,593
Ian Pain 932,001
David Hoare 878,729
Bob Holt 100,000
The market price of ordinary shares on 30 June 2014 was 
£1.25 and the range during the period from Admission to 
30 June 2014 was from £1.22 to £1.44. 36 | DX (Group) plc Annual Report 2014
Directors’ remuneration tables
The total remuneration of the Directors for the four months to 30 June 2014 is set out in the remuneration table below:
Executive Directors
Fixed remuneration Variable remuneration
Director
Base 
salary 
£
Other 
taxable 
benefits 
£
Bonus 
£
Total 
remuneration 
£
Petar Cvetkovic
1
166,667 – 166,667 333,334
Ian Pain
1
106,667 – 106,667 213,334
273,334 – 273,334 546,668
1 Appointed 29 January 2014.
Non-executive Directors
Director
Base fee 
£
Additional 
fee 
£
Total 
£
Basis for 
additional fee
David Hoare
1, 2
32,815 n/a 32,815 n/a
Bob Holt
1
17,842 n/a 17,842 n/a
50,657 50,657
1  David Hoare and Bob Holt were appointed on 27 February 2014 for a three-year term (subject to re-election at the AGM).
2  David Hoare was Chairman of the former DX parent company prior to Admission. He resigned from this post and received £187,500 in compensation for loss 
of office (paid in the four months to 30 June 2014). On 17 July 2014, he resigned as a Non-executive Director of DX (Group) plc.
Directors’ bonuses
Four months to 30 June 2014 Year to 30 June 2014
Director
Base 
salary 
£
Max bonus 
potential 
£
Base 
salary 
£
Max bonus 
potential 
£
Petar Cvetkovic 166,667 166,667 500,000 333,334
Ian Pain 106,667 106,667 286,581 196,648
273,334 273,334 786,581 529,982
Other paid Directorships held by the Executive Directors
Petar Cvetkovic also serves as a Non-executive Director of boohoo.com plc and receives a fee of £40,000 per annum 
which he retains.
Value creation plan (VCP)
Under the VCP, A ordinary shares in DX (VCP) Limited (a subsidiary of the company) were issued to the Executive 
Directors and the six other members of the Executive Team. The A ordinary shares were issued at nil cost and PAYE 
and National Insurance Contributions have been accounted for on the value of these shares at acquisition.
The A ordinary shareholders are only entitled to realise any value from their A ordinary shares if pre-determined value 
hurdles are exceeded and after the expiry of minimum holding periods described below (referred to as ‘Vesting 
Period’). The value hurdles are detailed in the DX (VCP) Limited share rights and are linked to the market capitalisation 
of the Group. The A ordinary shareholders will, to the extent that the hurdle has been exceeded, be able to realise 
value by disposing of their A Shares to the company following publication of the company’s financial results for the 
year ending 30 June 2017. The A ordinary shareholders also have the opportunity to dispose of 50% of their shares at 
an earlier date (on the publication of the results for the year ended 30 June 2016) but the ability to dispose at this 
earlier date is subject to the company share price having hit a pre-determined target. The company has the choice as 
to whether to settle the disposal in cash or by the issue of shares in the company. The company’s current intention is 
to issue shares in the company.
Retaining ownership of the A Shares is conditional on continuing employment. Specific rules will apply if the employee 
ceases employment during the Vesting Period.
Directors’ remuneration report continued
(including the Remuneration Committee report) Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 37 www.thedx.co.uk
The A ordinary shares have no dividend rights and very limited voting rights.
The Executive Directors also acquired B ordinary shares in DX (VCP) Limited. The B ordinary shares were acquired at 
market value. The B ordinary shares have limited economic rights but entitle each of the B shareholders to 5% of the 
voting rights in DX (VCP) Limited.
The Executive Directors’ shareholdings in DX (VCP) Limited at 30 June 2014 are as follows:
Director
A ordinary 
shares of 
£0.01 each
B ordinary 
shares of 
£0.01 each
Petar Cvetkovic 34 500
Ian Pain 30 500
A ordinary shares in DX (VCP) Limited carry no voting rights; B ordinary shares entitle the holders to 10% of the voting 
rights in that company.
Further details of the scheme are provided above and in note 27 to the accounts.
Directors’ interests in all share plans (excluding VCP) 
No Directors held options under the company’s CSOP and SAYE schemes.
Long-term incentive plans and share option awards
Company share option plan (‘CSOP’)
On 26 February 2014 the company approved a share option plan that entitles key management personnel and senior 
employees to purchase shares in the company, further details of which are provided in note 27 to the accounts. As at 
30 June 2014, the plan entitled holders of vested options to purchase shares at the market price of the shares at the 
date of the grant. Options were initially granted to 166 employees over 4,590,000 shares. At 30 June 2014, 22 options 
(140,000 shares) had lapsed.
SAYE scheme
The company approved its SAYE scheme on 26 February 2014, further details of which are provided in note 27  
to the accounts. Out of a total of 591 eligible employees, 565 participated in the SAYE scheme as at 30 June 2014.  
The company aims to open two windows a year for employees to enter the scheme.
This report was approved by the Board and signed on its behalf by:
Petar Cvetkovic
Chief Executive Officer
2 October 2014 38 | DX (Group) plc Annual Report 2014
The members of the Nomination Committee during the 
year were the Non-executive Directors, David Hoare 
(Chair except when the matters under consideration 
related to his position) and Bob Holt. The Committee 
meets according to DX’s requirements. The Committee 
met once during the year.
The responsibilities of the Committee are set out in its 
terms of reference and include:
 – reviewing the structure and composition of the Board 
(including the skills, knowledge, experience and 
diversity) of the Board; 
 – recommendations to the Board with regard to any 
changes and new appointments taking into account 
the challenges and opportunities facing DX, and the 
skills and expertise needed on the Board in the future;
 – requiring that any proposed Director discloses any 
other business interests that may result in a conflict of 
interest and reports any future business interests that 
could result in a conflict of interest;
 – succession planning for both executive and Non-
executive Directors and in particular for the key roles of 
Chairman and Chief Executive and the Executive Team;
 – the reappointment of any Non-executive Director at 
the conclusion of their specified term of office having 
given due regard to their performance and ability to 
continue to contribute to the Board in the light of 
knowledge, skills and experience required;
 – the re-election of Directors by shareholders under the 
annual re-election provisions of the Code or the 
retirement by rotation provisions in DX’s articles of 
association;
 – ensuring that on appointment to the Board, 
Non-executive Directors receive a formal letter of 
appointment setting out clearly what is expected of 
them in terms of time commitment, Board Committee 
service and involvement outside Board meetings; and
 – membership of the audit and remuneration Board 
Committees.
Nomination Committee report DX (Group) plc Annual Report 2014 | 39 www.thedx.co.uk
Strategic Report Directors’ Report Financial Statements
Statement of Directors’ responsibilities in respect of 
the Strategic Report, the Directors’ Report and the 
Financial Statements 
The Directors are responsible for preparing the Strategic 
Report, the Directors’ Report and the Financial Statements 
in accordance with applicable law and regulations. 
Company law requires the Directors to prepare group 
and parent company financial statements for each 
financial year. As required by the AIM Rules of the 
London Stock Exchange they are required to prepare the 
group financial statements in accordance with IFRSs as 
adopted by the EU and applicable law and have elected 
to prepare the parent company financial statements on 
the same basis.
Under company law the Directors must not approve the 
financial statements unless they are satisfied that they 
give a true and fair view of the state of affairs of the 
group and parent company and of their profit or loss  
for that period. In preparing each of the group and 
parent company financial statements, the Directors are 
required to: 
 – select suitable accounting policies and then apply them 
consistently; 
 – make judgements and estimates that are reasonable 
and prudent; 
 – state whether they have been prepared in accordance 
with IFRSs as adopted by the EU; and 
 – prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the 
group and the parent company will continue in 
business.
The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and 
explain the parent company’s transactions and disclose 
with reasonable accuracy at any time the financial 
position of the parent company and enable them to 
ensure that its financial statements comply with the 
Companies Act 2006. They have general responsibility 
for taking such steps as are reasonably open to them to 
safeguard the assets of the group and to prevent and 
detect fraud and other irregularities. 
The Directors are responsible for the maintenance and 
integrity of the corporate and financial information 
included on the company’s website. Legislation in the UK 
governing the preparation and dissemination of financial 
statements may differ from legislation in other 
jurisdictions. 40 | DX (Group) plc Annual Report 2014
Independent auditor’s report 
to the Members of DX (Group) plc 
We have audited the financial statements of DX (Group) 
plc for the year ended 30 June 2014 set out on pages 41 
to 74. The financial reporting framework that has been 
applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRSs) as 
adopted by the EU and, as regards the parent company 
financial statements, as applied in accordance with the 
provisions of the Companies Act 2006. 
This report is made solely to the company’s members, as 
a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been 
undertaken so that we might state to the company’s 
members those matters we are required to state to them 
in an auditor’s 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 auditor 
As explained more fully in the Directors’ Responsibilities 
Statement set out on page 39, the Directors are 
responsible for the preparation of the financial 
statements and for being satisfied that they give a true 
and fair view. Our responsibility is to audit, and express 
an opinion on, the financial statements in accordance 
with applicable law and International Standards on 
Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s Ethical 
Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial 
statements is provided on the Financial Reporting 
Council’s website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements 
In our opinion: 
 – the financial statements give a true and fair view of the 
state of the group’s and of the parent company’s affairs 
as at 30 June 2014 and of the group’s loss for the year 
then ended; 
 – the group financial statements have been properly 
prepared in accordance with IFRSs as adopted by the 
EU; 
 – the parent company financial statements have been 
properly prepared in accordance with IFRSs as 
adopted by the EU and as applied in accordance with 
the provisions of the Companies Act 2006; and 
 – the financial statements have been prepared in 
accordance with the requirements of the Companies 
Act 2006. 
Opinion on other matter prescribed by the Companies 
Act 2006 
In our opinion the information given in the Strategic 
Report and the Directors’ Report for the financial year for 
which the financial statements are prepared is consistent 
with the financial statements.
Matters on which we are required to report by exception 
We have nothing to report in respect of the following 
matters where the Companies Act 2006 requires us to 
report to you if, in our opinion: 
 – adequate accounting records have not been kept by 
the parent company, or returns adequate for our audit 
have not been received from branches not visited by 
us; or 
 – the parent company financial statements are not in 
agreement with the accounting records and returns; or 
 – certain disclosures of Directors’ remuneration specified 
by law are not made; or 
 – we have not received all the information and 
explanations we require for our audit. 
Derek McAllan (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Arlington Business Park
Theale
Reading 
RG7 4SD
2 October 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 41 www.thedx.co.uk
Consolidated statement of comprehensive income
for the year ended 30 June 2014
2014 2013
Notes
Trading 
£m
Exceptional 
items 
£m
Total 
£m £m
Revenue 5 312.0 – 312.0 305.7
Operating costs 6 (284.9) (13.6) (298.5) (280.3)
Results from operating activities 27.1 (13.6) 13.5 25.4
Analysis of results from operating activities
Earnings before interest, tax, depreciation and amortisation (EBITDA) 34.4 – 34.4 34.4
Depreciation (3.1) – (3.1) (3.2)
Amortisation (4.2) – (4.2) (3.6)
Exceptional items 9 – (13.6) (13.6) (2.2)
Results from operating activities 27.1 (13.6) 13.5 25.4
Finance income 10 0.7 0.8 1.5 1.4
Finance expense 10 (20.7) (50.0) (70.7) (28.7)
Net finance costs (20.0) (49.2) (69.2) (27.3)
Third party 10 (5.2) – (5.2) (8.7)
Former shareholder related 10 (14.8) (49.2) (64.0) (18.6)
Net finance costs (20.0) (49.2) (69.2) (27.3)
Profit/(loss) before tax 7.1 (62.8) (55.7) (1.9)
Tax income/(expense) 11 (3.1) 3.8 0.7 (1.7)
Profit/(loss) for the period 4.0 (59.0) (55.0) (3.6)
Other comprehensive income:
Foreign currency translation differences – – – 0.1
Other comprehensive income, net of tax – – – 0.1
Total comprehensive income/(expense) for the period 4.0 (59.0) (55.0) (3.5)
Statutory earnings per share (pence):
Basic 21 5.1 (75.3) (70.2) (22.9)
The notes on pages 47 to 74 form part of these financial statements. 42 | DX (Group) plc Annual Report 2014
Consolidated statement of financial position
as at 30 June 2014
Notes
2014 
£m
2013 
£m
Non-current assets
Property, plant and equipment 13 18.7 18.7
Intangible assets and goodwill 14 197.7 198.3
Loans to former group companies 15 – 9.8
Deferred tax assets 24 1.2 –
Total non-current assets 217.6 226.8
Current assets
Trade and other receivables 17 49.2 49.9
Cash and cash equivalents 18 1.1 30.2
Total current assets 50.3 80.1
Total assets 267.9 306.9
Equity
Share capital 19 2.0 0.2
Share premium 20 181.4 –
Reverse acquisition reserve 20 280.0 142.2
Other reserves 20 0.1 0.1
Retained earnings 20 (281.5) (226.5)
Total equity 182.0 (84.0)
Non-current liabilities
Loans and borrowings:
Third party 22 8.4 152.0
Mezzanine instrument 22 – 20.1
Loans from former group companies 22 – 131.3
8.4 303.4
Other creditors – 0.3
Provisions 23 7.3 8.9
Deferred tax liabilities 24 – 1.6
Total non-current liabilities 15.7 314.2
Current liabilities
Current tax liabilities 0.8 –
Loans and borrowings – third party 22 4.5 10.4
Trade and other payables 25 36.9 37.1
Deferred income 28.0 29.2
Total current liabilities 70.2 76.7
Total liabilities 85.9 390.9
Total equity and liabilities 267.9 306.9
The financial statements were approved by the Board on 2 October 2014 and signed on its behalf by:
Petar Cvetkovic    Ian Pain
Chief Executive Officer   Chief Financial Officer
The notes on pages 47 to 74 form part of these financial statements. Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 43 www.thedx.co.uk
Notes
2014 
£m
Non-current assets
Investments 15 198.6
198.6
Current assets
Other receivables 17 0.4
Total current assets 0.4
Total assets 199.0
Equity
Share capital 19 2.0
Share premium 20 181.4
Retained earnings 20 5.3
Total equity 188.7
Non-current liabilities
Loans and borrowings – third party 22 8.4
Total non-current liabilities 8.4
Current liabilities
Current tax liabilities 0.3
Loans and borrowings – third party 22 1.2
Trade and other payables 25 0.4
Total current liabilities 1.9
Total liabilities 10.3
Total equity and liabilities 199.0
The financial statements were approved by the Board on 2 October 2014 and signed on its behalf by:
Petar Cvetkovic    Ian Pain
Chief Executive Officer   Chief Financial Officer
The notes on pages 47 to 74 form part of these financial statements.
Company statement of financial position
as at 30 June 2014 44 | DX (Group) plc Annual Report 2014
Consolidated statement of changes in equity
for the year ended 30 June 2014
Notes
Share 
capital 
£m
Share 
premium
 £m
Reverse 
acquisition 
reserve 
£m
Translation 
reserve 
£m
Retained 
earnings 
£m
Total 
£m
At 1 July 2012 0.2 – 142.2 – (222.9) (80.5)
Total comprehensive (expense)/
income for the year
Loss for the year – – – – (3.6) (3.6)
Total other comprehensive income – – – 0.1 – 0.1
Total comprehensive expense for 
the year – – – 0.1 (3.6) (3.5)
At 30 June 2013 0.2 – 142.2 0.1 (226.5) (84.0)
Total comprehensive expense for 
the year
Loss for the year – – – – (55.0) (55.0)
Total comprehensive expense for 
the year – – – – (55.0) (55.0)
Transactions with owners of the 
company, recognised directly 
in equity
Issue of shares 19 1.8 183.2 – – – 185.0
Capital reconstruction 20 – – 137.8 – – 137.8
Share issue expenses 20 – (1.8) – – – (1.8)
Total transactions with owners of 
the company 1.8 181.4 137.8 – – 321.0
At 30 June 2014 2.0 181.4 280.0 0.1 (281.5) 182.0
The notes on pages 47 to 74 form part of these financial statements. Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 45 www.thedx.co.uk
Notes
Share 
capital 
£m
Share 
premium 
£m
Retained 
earnings 
£m Total
On incorporation – – – –
Total comprehensive income for the year
Profit for the year – – 5.3 5.3
Total comprehensive income for the year – – 5.3 5.3
Transactions with owners of the company, recognised 
directly in equity
Issue of shares 19 2.0 183.2 – 185.2
Share issue expenses 20 – (1.8) – (1.8)
Total transactions with owners of the company 2.0 181.4 – 183.4
At 30 June 2014 2.0 181.4 5.3 188.7
The notes on pages 47 to 74 form part of these financial statements.
Company statement of changes in equity
for the year ended 30 June 2014  46 | DX (Group) plc Annual Report 2014
Consolidated statement of cash flows
for the year ended 30 June 2014
Notes
2014 
£m
2013 
£m
Cash flows from operating activities
Loss for the period (55.0) (3.5)
Exceptional items:
– Non-cash finance costs 49.2 –
– Gain on sale of DX Business Direct (1.1) –
– Impairment charges 10.0 –
– Gain on debt buy back (0.8) –
Cash flow before exceptional items 2.3 (3.5)
Adjustments for non-cash items:
– Depreciation 3.1 3.2
– Amortisation of intangible assets 4.2 3.6
– Non-cash finance costs 16.9 20.8
– Gain on sale of property, plant and equipment (0.1) (0.4)
– Tax expense (0.7) (2.1)
Net cash profit 25.7 21.6
Changes in:
– Trade and other receivables 3.0 6.5
– Trade and other payables (1.9) 2.5
– Deferred income (1.1) 1.3
– Provisions (1.9) (3.0)
Net change in working capital (1.9) 7.3
Cash generated from operating activities 23.8 28.9
Cash flows from investing activities
Proceeds from sale of DX Business Direct 2.5 –
Proceeds from sale of property, plant and equipment 0.3 0.8
Part refund of DX Freight Limited purchase price – 0.4
Acquisition of property, plant and equipment (5.0) (3.4)
Acquisition of Customer relationships (0.3) –
Development expenditure (3.7) (3.9)
Net cash used in investing activities (6.2) (6.1)
Net increase in cash before financing activities 17.6 22.8
Cash flows from financing activities
Issue of shares 185.0 –
New bank loans 10.0 –
Repayment of bank borrowings (155.9) (7.8)
Repayment of mezzanine instrument (79.0) –
Repayment of mortgage facility (3.1) (0.3)
Payment of finance lease liabilities (0.7) (1.4)
Movement on invoice discounting facilities (4.1) (2.9)
Share issue expenses (1.8) –
Loan issue costs (0.4) –
Net cash used in financing activities (50.0) (12.4)
Net (decrease)/increase in cash and cash equivalents (32.4) 10.4
Cash and cash equivalents at beginning of period 30.2 19.8
Cash and cash equivalents at end of period 18 (2.2) 30.2
The notes on pages 47 to 74 form part of these financial statements. Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 47 www.thedx.co.uk
1 Reporting entity
The principal activity of DX (Group) plc (‘the company’) and its subsidiaries (together, the group or DX) is the 
provision of mail, packets, parcels and freight delivery services. The company is incorporated and domiciled in 
the United Kingdom. The address of its registered office is: DX House, Ridgeway, Iver, Buckinghamshire SL0 9JQ. 
The registered number of the company is 08696699. 
2 Basis of preparation
Statement of compliance
The consolidated and company financial statements have been prepared and approved by the Directors in 
accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union 
(Adopted IFRSs).
The consolidated financial statements were authorised for issue by the Board on 2 October 2014.
Judgements and estimates
The preparation of financial information in conformity with IFRSs requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period. Although these estimates are based 
on management’s best knowledge of the amount, event or actions, actual amounts ultimately may differ from 
those estimates. 
Going concern
The group’s business activities, together with the factors likely to affect its future development, performance and 
position are set out in the Chief Executive Officer’s review on pages 6 and 11, the Chief Financial Officer’s review 
on pages 14 to 18, and the Directors’ Report on pages 26 to 29. These statements describe the financial position 
of the group; its cash flows, liquidity position and borrowing facilities; the group’s objectives, policies and 
processes for managing its capital; its financial risk management objectives; details of its financial instruments 
and hedging activities; and its exposure to credit risk and liquidity risk.
The current economic conditions create uncertainty, particularly over the level of demand for the group’s 
services. The group’s forecasts and projections, taking account of reasonably possible changes in trading 
performance, show that it has no requirement for any additional short-term borrowing facilities and that there is 
headroom against the group’s banking covenants.
After careful consideration the Directors have a reasonable expectation that the company and the group will have 
adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt 
the going concern basis in preparing the Annual Report and Accounts.
Capital structure
The company was incorporated and registered in England and Wales on 19 September 2013 under the Companies 
Act 2006 as a private company limited by shares with the name Tralee Properties Limited. The company changed 
its name to DX Newco Limited on 29 January 2014 and to DX (Group) Limited on 13 February 2014. The company 
was reregistered as a public limited company under the name DX (Group) plc on 19 February 2014.
On 20 February 2014 the company (through a new wholly-owned subsidiary, at the time, DX (VCP) Limited) 
acquired all of the issued share capital of DX Holdings Limited and DX Secure Mail Limited from DX Finance 
Limited (a wholly-owned subsidiary undertaking of the former parent undertaking, DX Group Limited). As a  
result of these acquisitions DX (Group) plc is now the parent undertaking of the subsidiaries acquired from  
DX Group Limited.
On 27 February 2014 the company’s shares were Admitted to the AIM market of the London Stock Exchange 
through a placing of 185,000,000 ordinary shares of £0.01 each at £1.00 per ordinary share and a vendor placing 
of 15,525,500 ordinary shares of £0.01 each at £1.00 per share. 
Notes to the financial statements
for the year ended 30 June 2014 48 | DX (Group) plc Annual Report 2014
2 Basis of preparation continued
The acquisitions of DX Holdings Limited and DX Secure Mail Limited and their subsidiaries have been accounted for 
using the principles of reverse acquisition accounting. Therefore the financial statements as at and for the year ended 
30 June 2014 are prepared as a continuation of the financial statements of these two companies and their 
subsidiaries. The comparative numbers presented in the consolidated financial statements are an aggregation of those 
reported in the financial statements as at and for the year ended 30 June 2013 for DX Holdings Limited and DX Secure 
Mail Limited and their subsidiaries. 
The consolidated financial information is presented in sterling and, unless otherwise stated, has been rounded to 
the nearest 0.1 million (£m). 
3 Significant accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout the 
year and the preceding year unless otherwise stated.
The financial statements have been prepared under the historical cost convention.
Under Section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own 
profit and loss account.
Basis of consolidation
The financial information comprises a consolidation of the financial information of DX (Group) plc and all its 
subsidiaries. The financial year-ends of all entities in the group are coterminous. 
Subsidiaries are all entities over which the group has the power to govern the financial and operating policies 
generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully 
consolidated from the date on which control is transferred to the group. They are de-consolidated from the date 
that control ceases. 
The excess of the consideration transferred over the fair value of the group’s share of the identifiable net assets 
acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in 
the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income. 
Inter-company transactions, balances and unrealised gains on transactions between group companies are 
eliminated. Unrealised losses are also eliminated except to the extent they provide evidence of impairment of the 
asset transferred. 
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief 
operating decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing 
performance of operating segments, has been identified as the Board. 
Foreign currency translation 
(a) Functional and presentation currency: 
Items included in the financial information of each of the group’s entities are measured using the currency of the 
primary economic environment in which the entity operates (the functional currency). The consolidated financial 
information is presented in sterling, which is the functional and presentation currency of the company and all of 
the subsidiaries based in the United Kingdom. The functional currency of the group’s Irish operation is the euro.
(b) Transactions and balances: 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at 
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such 
transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated 
in foreign currencies are recognised in the income statement. 
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 49 www.thedx.co.uk
3 Significant accounting policies continued
Revenue
Revenue represents the value of sales, apportioned over the period to which it relates after excluding trade 
discounts, value added tax and similar sales related taxes.
Exchange subscription income invoiced in advance is deferred and recognised as revenue over the period in 
which the related service is provided. Deferred subscription income is included in the statement of financial 
position as deferred income within current liabilities.
All other turnover is recognised as the service to which it relates is rendered.
Property, plant and equipment 
Property, plant and equipment are stated at historic purchase cost less accumulated depreciation. Cost includes 
the original purchase price of the asset and the costs attributable to bringing the asset to its working condition 
for its intended use. 
Depreciation is provided at the following annual rates in order to write off each asset on a systematic basis:
Land and buildings:
 Land Nil
 Freehold buildings 2–2.5%
 Short leasehold properties 4–20%
Plant, machinery and other equipment 10–33%
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each statement of financial 
position date. 
Intangible assets 
(a) Goodwill: 
Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net 
identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is 
included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated 
impairment losses. Impairment losses on goodwill are not reversed. Gains on the disposal of an entity include the 
carrying amount of goodwill relating to the entity sold. 
Goodwill is allocated to cash-generating units for the purpose of impairment testing, which in the case of the 
group represents one cash-generating unit. 
(b) Other intangible assets:
Other intangible assets are stated at historic purchase cost less accumulated amortisation. Cost includes the 
original purchase price of the asset and the costs attributable to implementing the expenditure for its intended 
use. Third party and internal development costs are capitalised when the relevant criteria are met.
Amortisation is provided at annual rates of not less than 20% in order to write off each asset on a 
systematic basis.
(c) Impairment of non-financial assets: 
Assets that have an indefinite life, such as goodwill, are not subject to amortisation and are tested annually for 
impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in 
circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised in the 
income statement when the asset’s carrying value exceeds its recoverable amount. Its recoverable amount is the 
higher of an asset’s fair value less costs to sell and value in use.  50 | DX (Group) plc Annual Report 2014
3 Significant accounting policies continued
Trade and other receivables 
Trade receivables are recognised initially at fair value and subsequently at amortised cost, less provision for 
impairment. A provision for impairment of trade receivables is established when there is objective evidence 
that the group will not be able to collect all amounts due according to the original terms of the receivables. 
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial 
reorganisation and default or significant delinquency in payments are considered indicators that the trade 
receivable may be impaired. 
The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss 
is recognised in the income statement within other external charges. When a trade receivable is uncollectible, it is 
written-off against the allowance account for trade receivables. Subsequent recoveries of amounts previously 
written-off are credited against other external charges in the income statement. 
Other receivables are non-interest bearing and are recognised initially at fair value and subsequently at 
amortised cost. 
Cash and cash equivalents 
Cash and cash equivalents include cash in hand and deposits held at call with banks. 
Trade and other payables 
Trade payables are obligations to pay for goods and services which have been acquired in the commercial 
operations of the group. Accounts payable are classified as current liabilities if payment is due within one year or 
less. If not they are presented as non-current liabilities. 
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the 
effective interest method. 
Borrowings 
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently 
carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption 
value is recognised in profit or loss over the period of the borrowings using the effective interest method. Fair 
value is calculated based on the present value of future principal and interest cash flows, discounted at the 
market rate of interest at the measurement date.
Derivative financial instruments 
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are 
subsequently remeasured at their fair value. Gains or losses on derivatives are recognised in the statement of 
comprehensive income in the year in which they occur. 
Leases
Leases are classified as finance leases when the terms of the lease transfers substantially all the risks and rewards 
of ownership to the group. All other leases are classified as operating leases. For property leases, the land and 
building elements are treated separately to determine the appropriate lease classification. 
Operating leases 
Assets leased under operating leases are not recorded in the statement of financial position. Rental payments are 
charged directly to the statement of comprehensive income on a straight line basis. 
Provisions 
A provision is recognised if, as a result of a past event, the group has a present legal or constructive obligation 
that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle 
the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that 
reflects current market assessments of the time value of money and the risks specific to the liability. The 
unwinding of the discount is recognised as a finance cost.
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 51 www.thedx.co.uk
3 Significant accounting policies continued
Taxation 
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to 
the extent that it relates to items recognised directly in other comprehensive income or in equity. In this case the 
tax is also recognised directly in other comprehensive income or in equity. 
(a) Current taxation:
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or 
substantively enacted by the statement of financial position date. Management periodically evaluates positions 
taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It 
establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. 
(b) Deferred taxation:
Deferred tax is recognised using the statement of financial position liability method, on temporary differences 
arising between the tax base of assets and liabilities and their carrying amount in the financial statements. 
Deferred tax is calculated at the tax rates that have been enacted or substantively enacted by the statement of 
financial position date and are expected to apply when the related deferred tax asset is realised or the deferred 
tax liability is settled. 
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be 
available against which the temporary differences can be utilised. The carrying amount of deferred tax assets is 
reviewed at each statement of financial position date. 
Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to set off 
current assets against current liabilities and it is the intention to settle these on a net basis. 
Pension costs 
The group operates a number of defined contribution pension schemes. The assets of the schemes are held 
separately from those of the group in independently administered funds. The amount charged to the income 
statement 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 amounts 
either payable or receivable in the statement of financial position.
Share-based payment transactions
The grant date fair value of share-based payment awards granted to employees is recognised as an employee 
expense, with a corresponding increase in equity, over the period that the employees become unconditionally 
entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for 
which the related service and non-market performance conditions are expected to be met, such that the amount 
ultimately recognised as an expense is based on the number of awards that meet the related service and non-
market performance conditions at the vesting date. For share-based payment awards with non-vesting 
conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there 
is no true-up for differences between expected and actual outcomes.
Exceptional items 
The group treats certain items which are considered to be one-off and not representative of the underlying 
trading of the group as exceptional in nature. 
The Directors apply judgement in assessing the particular items, which by virtue of their scale and nature should 
be classified as exceptional items. The Directors consider that separate disclosure of these items is relevant to an 
understanding of the group’s financial performance.  52 | DX (Group) plc Annual Report 2014
3 Significant accounting policies continued
Critical accounting estimates and assumptions 
Estimates and judgements are continually evaluated and are based on historical experience and other factors, 
including expectations of future events that are believed to be reasonable under the circumstances. 
The group makes certain estimates and assumptions concerning the future. The resulting accounting estimates 
will, by definition, seldom equal the related actual results. The areas involving a higher degree of judgement or 
complexity, or areas where assumptions and estimates are significant to the consolidated financial information 
are considered to relate to: 
(a) Carrying value of goodwill: 
The group tests annually whether goodwill has suffered any impairment, in accordance with the accounting 
policy with detailed disclosure in note 14. In assessing impairment, the lowest level of goodwill for which there are 
separately identifiable cash flows (cash-generating units) that can reasonably be assessed is for the group as a 
whole. The recoverable amount of the goodwill is measured as the higher of its fair value less costs to sell and value 
in use. Value in use calculations require the estimation of future cash flows to be derived from the cash-generating 
units and to select an appropriate discount rate in order to calculate their present value. The estimation of the 
timing and value of underlying projected cash flows and the selection of appropriate discount rates involves 
management judgement. Subsequent changes to these estimates or judgements may impact the carrying value 
of the goodwill. 
(b) Impairment of trade receivables: 
The assessments undertaken in recognising provisions and contingencies have been made in accordance with 
IAS 39. A provision for impairment of trade receivables is established when there is objective evidence that the 
group will not be able to collect all amounts due according to the original terms of the receivables. Significant 
financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and 
default or significant delinquency in payments are considered indicators that the trade receivable is impaired. 
(c) Provisions: 
Provisions are recognised when the group has a present legal or constructive obligation as a result of a past 
event, it is probable that an outflow of resources will be required to settle the obligation and the amount can be 
reliably estimated. The amount of the provision requires estimation of the extent and timing of probable outflows 
of resources and to select an appropriate discount rate in order to calculate their present value. The estimation of 
the timing and value of underlying projected outflows of resources and the selection of appropriate discount 
rates involves management judgement.
Financial risk factors 
The group’s activities expose it to a variety of financial risks: market risk (principally interest rate risk), credit risk 
and liquidity risk. The group uses derivative financial instruments to hedge certain risk exposures where it 
considers it appropriate.
The policy for each of the above risks is described in more detail below. 
(a) Market risk: 
The group finances its operations through a mixture of ordinary shares and bank borrowings. The group’s interest 
rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the group to cash flow 
interest rate risk which is partially offset by cash held at variable rates. Borrowings issued at fixed rates expose 
the group to fair value interest rate risk. 
The group has previously managed its cash flow interest rate risk by using floating-to-fixed interest rate swaps. 
Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. 
Under the interest rate swaps, the group agrees with other parties to exchange, at specified intervals (primarily 
quarterly), the difference between fixed contract rates and floating-rate interest amounts calculated by reference 
to the agreed notional amounts. 
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 53 www.thedx.co.uk
3 Significant accounting policies continued
The group’s swap arrangements expired on 31 July 2013 and were not renewed in the current low interest climate 
and given the low level of ongoing debt.
The group is exposed to a negligible element of foreign exchange risk, with only a limited number of supplies 
from abroad and the majority of sales made in the UK. 
(b) Credit risk: 
The group’s principal current assets are cash deposits, cash and accounts receivable. The credit risk associated 
with cash is limited. The principal credit risk arises from non-recovery of trade receivables. In order to maintain 
credit risk limits are set for Customers based on a combination of payment history and third party credit 
references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing 
and collection history. 
(c) Liquidity risk: 
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs 
and to invest cash safely and profitably. Short-term flexibility is achieved by the use of a revolving credit facility. 
The maturity of borrowings is set out in note 22. 
Capital risk management 
The group manages its capital to ensure that the group will be able to continue as a going concern while 
maximising the return to shareholders through optimising the debt and equity balance. The capital structure of 
the group consists of debt, which includes the borrowings disclosed in note 22, cash and cash equivalents and 
equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings as 
disclosed in notes 19 and 20 and the statement of changes in equity. In order to maintain or adjust the capital 
structure, the group may issue new shares, raise new borrowings, purchase debt at less than face value or sell 
assets to reduce debt. The group’s capital is not restricted. 
4 New standards and interpretations not yet adopted
The following standards are in issue but not yet effective and have not been adopted by the group:
• Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities – provides clarification on the 
application of offsetting rules.
• IFRS 10 Consolidated Financial Statements – builds on existing principles by highlighting the concept of control 
as the determining factor on whether an entity should form part of the consolidated financial statements.
• IFRS 12 Disclosure of Interests in Other Entities – includes disclosure requirements for all forms of interest in 
other entities.
• Amendments to IFRS 10, 12 and IAS 27 Investment Entities – includes provisions on separate financial 
statements that are left after the control provisions of IAS 27 have been included in the new IFRS 10.
• Amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets – aligns the disclosure 
requirements of IAS 36 following the issuance of IFRS 13. It is intended that disclosures around recoverable 
amount will be required when that amount is based on fair value less costs of disposal, and discount rates 
when present value techniques have been used in assessing recoverable amount.
• IFRIC 21 Levies – clarifies when to recognise a liability to pay a government levy that is accounted for in 
accordance with IFRS 37.
• IFRS 9 Financial Instruments (2009 and 2010) – not yet endorsed by the European Union. It will eventually 
replace IAS 39 but currently only details the requirements for recognition and measurement of financial assets.
The group has not completed its assessment of the impact of these pronouncements but the implementation of 
these new standards is not expected to have a material impact on the consolidated results, financial position or 
cash flows of the group. 54 | DX (Group) plc Annual Report 2014
5 Segment information
2014 
£m
2013 
£m
Revenue:
Parcels and freight 163.6 162.6
Mail and packets 116.1 119.2
Logistics 32.3 23.9
312.0 305.7
Profit before interest, tax, depreciation and amortisation (EBITDA) 34.4 34.4
Depreciation and amortisation (7.3) (6.8)
Exceptional items (13.6) (2.2)
Results from operating activities 13.5 25.4
Finance charges (net) – third party (5.2) (8.7)
Finance charges (net) – former shareholder related (64.0) (18.6)
Loss before tax (55.7) (1.9)
The Board is considered to be the CODM. Due to the integrated nature of the operations the CODM considers 
there to be only one operating unit and reviews profitability, assets and liabilities on a group basis. The CODM 
also considers there to be only one material geographical segment, being the United Kingdom and the Republic 
of Ireland.
6 Operating costs
2014 
£m
2013 
£m
Other external charges 180.9 168.0
Employee benefit expense (see note 8) 84.5 91.3
Depreciation and other amounts written-off property, plant and equipment:
Owned assets 3.1 2.6
Leased assets – 0.6
Amortisation of intangible assets 4.2 3.6
Profit on sale of property, plant and equipment (0.1) (0.4)
Hire of plant – other rentals 1.2 1.2
Other operating lease rentals (including land and buildings) 15.8 13.4
Other operating income (1.1) –
Impairment charges 10.0 –
Total operating costs 298.5 280.3
Trading activities 284.9 278.1
Exceptional items (see note 9) 13.6 2.2
Total operating costs 298.5 280.3
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 55 www.thedx.co.uk
6 Operating costs continued
Amounts charged by the group’s auditor are as follows:
2014 
£000
2013 
£000
Fees payable to the company’s auditor for the audit of the company’s annual accounts 33 13
Fees payable to the company’s auditor and its associates for other services to the group:
The audit of the company’s subsidiaries pursuant to legislation 82 87
Total audit fees 115 100
Other services pursuant to legislation:
– Tax services 44 84
– Admission to Alternative Investment Market 670 –
– Disposal of DX Business Direct 20 –
Total non-audit fees 734 84
Total fees 849 184
Fees payable to KPMG LLP and their associates for non-audit services to the Company are disclosed on a 
consolidated basis and therefore no separate disclosure for DX (Group) plc on an individual basis is required.
7 Directors’ emoluments
Total remuneration
2014 
£000
2013 
£000
Emoluments 1,431 1,211
Compensation for loss of office 188 –
1,619 1,211
Amounts accrued under money purchase pension schemes
No Director accrued benefits under money purchase schemes in the current or previous periods.
Highest paid Director
2014 
£000
2013 
£000
Emoluments 867 785
Details of transactions with Directors are disclosed in note 30. 56 | DX (Group) plc Annual Report 2014
8 Employee benefit expense
2014 
£m
2013 
£m
Wages and salaries 76.9 83.2
Social security costs 6.6 7.4
Other pension costs 1.0 0.7
84.5 91.3
Average number of persons employed (including Executive Directors):
2014 
Number
2013 
Number
Sales and marketing 131 153
Operations networks 2,860 3,326
Management and administration 367 390
3,358 3,869
9 Exceptional items
2014 
£m
2013 
£m
Restructuring costs 4.7 2.1
Impairment charges 10.0 –
Gain on disposal of DX Business Direct (1.1) –
DX Freight Limited acquisition costs – 0.1
13.6 2.2
Restructuring costs
The group acquired DX Freight Limited (formerly known as Nightfreight) in March 2012 and commenced a 
programme of improving the operating efficiency of that company and integrating its activities into those of the 
group. Costs of £4.7 million (2013: £2.1 million) were incurred during the year on this programme.
Impairment charges
Following the capital reorganisation explained in note 16 prior to the company’s Admission to the AIM market of 
the London Stock Exchange an amount of £10.0 million (2013: £9.8 million) was owed to the group by its former 
ultimate parent undertaking. As that company has no assets following the reorganisation this amount has been 
fully impaired in the year ended 30 June 2014 (2013: £nil).
Gain on disposal of DX Business Direct
On 21 December 2013 the group completed the disposal of the trade and assets of the DX Business Direct 
trading activity. The consideration for the disposal was £5.5 million, of which £3.0 million was received on 
completion and £0.6 million in July 2014. A further £0.6 million and £1.25 million is receivable in September  
and December 2014 respectively.
The net profit on the disposal was £1.1 million (2013: £nil).
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 57 www.thedx.co.uk
10 Finance income and expense
2014 
£m
2013 
£m
Third party interest
Interest payable
Interest on bank loans 4.7 7.8
Other interest 0.3 0.6
Amortisation of financing costs 0.5 0.7
5.5 9.1
Interest receivable
Bank interest 0.3 0.4
Net third party interest 5.2 8.7
Former shareholder related
Interest payable
Mezzanine instrument – amortised cost 9.8 11.0
Interest payable to former group companies 5.4 8.6
15.2 19.6
Interest receivable
Interest receivable from former group companies 0.4 1.0
Net shareholder related interest 14.8 18.6
Net finance costs – excluding exceptional costs 20.0 27.3
Finance income (0.7) (1.4)
Finance costs 20.7 28.7
Net finance costs – excluding exceptional costs 20.0 27.3
Exceptional costs
Third party interest
Financing costs written-off on debt repayment 0.8 –
Gain on debt buy back (see below) (0.8) –
Total third party interest – –
Former shareholder related
Interest payable
Mezzanine instrument – exceptional charge 49.2 –
Net finance costs – exceptional costs 49.2 –
Finance income (0.8) –
Finance costs 50.0 –
Net finance costs – exceptional costs 49.2 –
During the year ended 30 June 2014 the group negotiated to purchase some of its pre-Admission bank debt   
at a discount to par value. £10.8 million of debt was purchased for a cash cost of £10.0 million, realising a gain  
of £0.8 million (2013: £nil).
The mezzanine instrument was originally recognised at a fair value of £nil at the date of transition to IFRSs, 1 July 
2010. Finance charges in the three years to 30 June 2013 had increased the amortised cost of the instrument to 
£20.1 million at that date. The instrument was repaid on 4 March 2014 in the amount of £79.0 million. The finance 
charges of £49.2 million on the mezzanine instrument represent non-cash charges on these borrowings to bring 
them to amortised cost in accordance with IAS 39. In the year ended 30 June 2014 the amount required to 
increase amortised cost to the amount repaid is included/disclosed as an exceptional cost. 58 | DX (Group) plc Annual Report 2014
11 Income tax income/(expense)
(a) Analysis of charge in year
2014 
£m
2013 
£m
Current tax
United Kingdom corporation tax
Current year (2.2) (1.5)
Adjustments in respect of prior periods 0.5 0.5
Total United Kingdom corporation tax (1.7) (1.0)
Overseas taxation (0.3) (0.4)
Total current tax (2.0) (1.4)
Deferred tax
Current year 3.4 0.2
Adjustments in respect of prior periods (0.7) (0.5)
Total deferred tax 2.7 (0.3)
Net tax income/(expense) 0.7 (1.7)
Trading (3.1) (2.2)
Exceptional items 3.8 0.5
Net tax income/(expense) 0.7 (1.7)
Adjustments in respect of prior periods’ deferred tax are reduced by £nil (2013: £0.1 million) in respect of 
reductions in tax rates.
(b) Factors affecting the net tax income/(expense) for year
The net tax income/(expense) for the year differs from the expected amount that would arise using the weighted 
average rate of corporation tax in the UK for each year. The differences are explained below:
2014 
£m
2013 
£m
Loss before tax (55.7) (1.9)
Loss before tax at the standard rate of UK corporation tax of 22.50% (2013: 23.75%) 12.5 0.5
Factors affecting charge for year:
 Non-cash finance charges in accordance with IAS 39 not deductible for tax purposes (10.4) (2.6)
 Impairment charges not deductible for tax purposes (2.3) –
 Gain on disposal of DX Business Direct not taxable 0.3 –
 Adjustments in respect of prior years 0.1 0.1
 Effect of changes in tax rates 0.4 0.4
 Other 0.1 (0.1)
Net tax income/(expense) 0.7 (1.7)
(c) Factors that may affect future tax charges
The December 2012 UK Autumn Statement announced that the UK corporation tax rate would reduce to 21% by 
2014 and the 2013 UK Budget on 20 March 2013 announced that it will reduce to 20% by 2015. A reduction in the 
rate to 23% (effective from 1 April 2013) was substantively enacted on 3 July 2012. Further reductions to 21% 
(effective from 1 April 2014) and 20% (effective from 1 April 2015) were substantively enacted on 2 July 2013. 
This will reduce the group’s future current tax charge accordingly. The deferred tax assets and liabilities at 
30 June 2014 have been calculated based on the rate of 20% substantively enacted at the balance sheet date.
It has not yet been possible to quantify the full anticipated effect of the further rate reductions, although this 
will further reduce the group’s future current tax charge and reduce the group’s deferred tax assets and 
liabilities accordingly.
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 59 www.thedx.co.uk
12 Profit attributable to the company
The loss for the year includes a profit of £5.3 million attributable to the company. 
13 Property, plant and equipment
Freehold 
land and 
buildings 
£m
Short 
leasehold 
land and 
buildings 
£m
Plant and 
equipment 
£m
Vehicles 
£m
Total 
£m
Cost
At 1 July 2012 12.7 12.8 39.1 10.8 75.4
Additions – 0.6 2.8 – 3.4
Disposals – – (0.2) (6.0) (6.2)
At 30 June 2013 12.7 13.4 41.7 4.8 72.6
At 1 July 2013 12.7 13.4 41.7 4.8 72.6
Additions – 1.1 3.9 – 5.0
Disposals – (0.1) (3.5) (3.8) (7.4)
At 30 June 2014 12.7 14.4 42.1 1.0 70.2
Depreciation
At 1 July 2012 4.2 10.0 32.5 9.7 56.4
Charge for the year 0.2 0.4 2.2 0.5 3.3
Disposals – – (0.2) (5.6) (5.8)
At 30 June 2013 4.4 10.4 34.5 4.6 53.9
At 1 July 2013 4.4 10.4 34.5 4.6 53.9
Charge for the year 0.2 0.5 2.4 – 3.1
Disposals – – (1.9) (3.6) (5.5)
At 30 June 2014 4.6 10.9 35.0 1.0 51.5
Net book value
At 30 June 2014 8.1 3.5 7.1 – 18.7
At 30 June 2013 8.3 3.0 7.2 0.2 18.7
The cost of land not being depreciated is £2.8 million (2013: £2.8 million).
The net book value of plant and equipment and vehicles includes £nil (2013: £0.3 million) in respect of assets 
capitalised under finance leases. 60 | DX (Group) plc Annual Report 2014
14 Intangible assets and goodwill
Goodwill 
£m
Software and 
development 
costs 
£m
Customer 
relationships 
£m
Outstanding 
orders 
£m
Total 
£m
Cost
At 1 July 2012 189.5 15.9 7.8 0.4 213.6
Additions/(disposals) (0.4) 3.9 – – 3.5
At 30 June 2013 189.1 19.8 7.8 0.4 217.1
At 1 July 2013 189.1 19.8 7.8 0.4 217.1
Additions – 3.7 0.3 – 4.0
Disposals – (1.2) – – (1.2)
At 30 June 2014 189.1 22.3 8.1 0.4 219.9
Amortisation
At 1 July 2012 0.7 13.6 0.4 0.4 15.1
Charge for the year – 2.1 1.6 – 3.7
At 30 June 2013 0.7 15.7 2.0 0.4 18.8
At 1 July 2013 0.7 15.7 2.0 0.4 18.8
Charge for the year – 2.6 1.6 – 4.2
Disposals – (0.8) – – (0.8)
At 30 June 2014 0.7 17.5 3.6 0.4 22.2
Net book value
At 30 June 2014 188.4 4.8 4.5 – 197.7
At 30 June 2013 188.4 4.1 5.8 – 198.3
On 4 March 2014 the group acquired the Customer relationships of Capital Nightfreight, an independent service 
provider operating the collection and delivery of freight for specified postcodes within the DX Freight network, 
for a cash consideration of £0.3 million.
Goodwill has an indefinite useful life and is subject to annual impairment testing. The goodwill all relates to the 
group’s principal activity. The group is considered to represent one cash-generating unit for the purposes of 
impairment testing. 
The recoverable amount of the goodwill has been calculated with reference to its value in use. The key 
assumptions used in this calculation are shown below:
2014 2013
Period on which management approved forecasts are based One year One year
Growth rate applied beyond approved forecast period 2.6% 2.0%
Discount rate 7.9% 7.9%
The cash flow projections assume revenue growth and increasing profitability from continuing efficiencies from 
investment in the operating network.
Due to the diverse nature of the group’s Customer base the Directors consider that the appropriate growth rate 
to use is that issued by the Institute for Fiscal Studies for the UK economy as a whole.
Sensitivity analyses indicate that the estimated growth rate would need to fall to minus 3.6% before giving rise to 
an impairment of goodwill.
The result of this review was that no impairment charges were required at the statement of financial position date. 
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 61 www.thedx.co.uk
15 Investments
Group
Loans to 
former 
group 
companies 
£m
Cost
At 1 July 2013 9.8
Additions 0.2
At 30 June 2014 10.0
Provisions
At 1 July 2013 –
Provided during year 10.0
At 30 June 2014 10.0
Net book value
At 30 June 2014 –
At 30 June 2013 9.8
Company
Shares 
in group 
companies 
£m
Loans to 
group 
companies 
£m
Total 
£m
Cost
On incorporation – – –
Additions 0.2 198.5 198.7
Disposals (0.1) – (0.1)
At 30 June 2014 0.1 198.5 198.6
Provisions
On incorporation and at 30 June 2014 – – –
Net book value:
At 30 June 2014 0.1 198.5 198.6
On incorporation – – – 62 | DX (Group) plc Annual Report 2014
15 Investments continued
At 30 June 2014 DX (Group) plc owned, directly or indirectly, 100% of each class of issued shares of the following 
companies, save that in the case of DX (VCP) Limited certain employees hold a minority interest in the company:
Principal activity
Directly owned:
DX (VCP) Limited Intermediate holding company
Indirectly owned:
DX Network Services Limited Mail services
DX Secure Limited Mail services
DX Network Services Ireland Limited (registered and operates in the Republic of 
Ireland) Mail services
DX Freight Limited Express parcels delivery
DX Holdings Limited Intermediate holding company
DX Secure Mail Limited Intermediate holding company
DX Services Limited Intermediate holding company
DX McBride Limited Intermediate holding company
Ewenny Limited Intermediate holding company
QYJ Limited Intermediate holding company
DX (EBT Trustees) Limited Dormant
DX Business Direct Limited Dormant
DX Electronic Services Limited Dormant
Special Mail Services Limited Dormant
The above companies are registered and operate in England and Wales unless otherwise stated.
16 Acquisition of subsidiary undertakings
On 20 February 2014 in preparation for the separation of the DX Group from its previous parent undertaking 
DX Group Limited, and the listing of the group on the AIM market of the London Stock Exchange, the company 
acquired the whole of the issued share capital of DX Holdings Limited and DX Secure Mail Limited from their 
previous shareholder, DX Finance Limited, for a combined cost of £0.1 million in exchange for the issue of 
10,525,200 ordinary shares of £0.01 each.
Subsequently, on the same day the company’s investments in DX Holdings Limited and DX Secure Mail Limited were 
transferred to DX (VCP) Limited in exchange for the issue of shares in that company with a value of £0.1 million.
17 Trade and other receivables
Group Company
2014 
£m
2013 
£m
2014 
£m
Trade receivables 29.0 30.9 –
Amounts owed by subsidiary undertakings – – 0.4
Other receivables 6.6 4.8 –
Prepayments and accrued income 13.6 14.2 –
49.2 49.9 0.4
Included in other receivables at 30 June 2014 is an amount of £2.5 million (2013: £nil) receivable in respect of the 
disposal of DX Business Direct (see note 9).
Included in trade receivables at 30 June 2013 were amounts discounted with recourse with financial institutions in 
the ordinary course of business at variable rates of interest. A balance of £4.1 million was included within trade 
receivables in respect of factored debts (2014: £nil).
Included in other receivables at 30 June 2013 were loans to Directors and senior managers falling due after more 
than one year amounting to £1.6 million (2014: £nil). All such loans have been repaid in full. Further details are 
provided in note 30.
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 63 www.thedx.co.uk
18 Cash and cash equivalents
Group Company
2014 
£m
2013 
£m
2014 
£m
Cash and cash equivalents per statement of financial position 1.1 30.2 –
Cash book balance (3.3) – –
Cash and cash equivalents per cash flow statement (2.2) 30.2 –
19 Share capital
Allotted, called up and fully paid
2014 2013
Group:
Number of 
options 
(000) £000
Number of 
options 
(000) £000
Ordinary shares of 1p each 200,525 2,005 15,525 155
2014
Company
Number 
(000) £000
Ordinary shares of 1p each 200,525 2,005
The following changes in share capital occurred during the year:
• the company was incorporated on 19 September 2013 with an issued share capital of one ordinary share of 
£1.00 each. This share was subsequently converted into 100 shares of £0.01 each on 19 February 2014;
• on 18 February 2014 50,000 ordinary shares of £1.00 each were issued for a cash consideration of £50,000 
and subsequently converted to 5,000,000 ordinary shares of £0.01 each. On the same date a further 200 
ordinary shares of £0.01 each were issued as consideration for the acquisition of certain debt instruments from 
DX Holdings Limited. These instruments had no value;
• on 20 February 2014 10,525,200 ordinary shares of £0.01 each were issued at par as consideration for the 
purchase of the whole of the issued share capital of DX Holdings Limited and DX Secure Mail Limited in 
preparation for the separation of the DX Group from its previous parent undertaking and the listing of the 
group on the AIM market of the London Stock Exchange; and
• on 27 February 2014 a further 185 million ordinary shares of £0.01 each were issued to the AIM market of the 
London Stock Exchange at a premium of £0.99 each.
In preparing the group accounts under the reverse acquisition method of accounting the group was deemed to 
have 15,525,500 ordinary shares of £0.01 each in issue at 1 July 2012 and 1 July 2013.
20 Share premium and reserves
Group
Share 
premium 
£m
Reverse 
acquisition 
reserve 
£m
Translation 
reserve 
£m
Retained 
earnings 
£m
At 1 July 2012 – 142.2 – (222.9)
Loss for the year – – – (3.6)
Exchange adjustments – – 0.1 –
At 30 June 2013 – 142.2 0.1 (226.5)
At 1 July 2013 – 142.2 0.1 (226.5)
Issue of shares 183.2 – – –
Share issue expenses (1.8) – – –
Capital reconstruction – 137.8 – –
Loss for the year – – – (55.0)
At 30 June 2014 181.4 280.0 0.1 (281.5) 64 | DX (Group) plc Annual Report 2014
20 Share premium and reserves continued
Company
Share 
premium 
£m
Retained 
earnings 
£m
On incorporation – –
Issue of shares 183.2 –
Share issue expenses (1.8) –
Profit for the year – 5.3
At 30 June 2014 181.4 5.3
Reverse acquisition reserve
This reserve resulted from the acquisition of the DX Group by the company and represents the difference between 
the value of the shares acquired on 20 February 2014 and the nominal value of the shares issued in exchange.
During the year ended 30 June 2014 the subsidiary undertakings acquired issued further shares with a nominal 
value of £137.8 million in connection with the separation of the DX Group from its previous parent undertaking, 
DX Group Limited, resulting in an increase in the reverse acquisition reserve of this amount. 
21 Statutory earnings per share
Basic earnings per share
The calculation of basic earnings per share at 30 June 2014 was based on the loss for the year after exceptional 
items of £55.0 million which include pre-Admission repayment of a debt instrument (2013: £3.6 million) and  
a weighted average number of shares in issue of 78.4 million including new shares issued on Admission  
(2013: 15.5 million) calculated as follows. 
Loss for the year (basic)
2014 2013
Trading 
£m
Exceptional 
items 
£m
Total 
£m
Trading 
£m
Exceptional 
items 
£m
Total 
£m
Profit/(loss) for the year 4.0 (59.0) (55.0) (1.9) (1.7) (3.6)
Weighted average number of ordinary shares (basic)
  
2014 
Number of 
shares
000
2013 
Number of 
shares
000
Issued ordinary shares at 1 July 15,526 15,526
Effect of shares issued in February 2014 62,849 –
Weighted average number of ordinary shares at 30 June 78,375 15,526
Diluted earnings per share
None of the share option schemes would result in a dilution of the basic earnings per share.
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 65 www.thedx.co.uk
22 Loans and borrowings
(a) Third party
Group Company
2014 
£m
2013 
£m
2014 
£m
Non-current liabilities
Bank loans 8.8 150.2 8.8
Deferred loan issue costs (0.4) (1.0) (0.4)
8.4 149.2 8.4
Secured mortgage facility – 2.8 –
8.4 152.0 8.4
Current liabilities
Cash book balance 3.3 – –
Invoice discounting facility – 4.1 –
Bank loans 1.2 5.2 1.2
Secured mortgage facility – 0.4 –
Finance lease liabilities – 0.7 –
4.5 10.4 1.2
Amounts due under the bank term loan facility and the revolving credit facility are secured by means of a charge 
over the assets and undertaking of the group.
Amounts due under the former invoice discounting facility at 30 June 2013 were secured by a fixed and floating 
charge over the assets of DX Freight Limited. The former mortgage facility at 30 June 2013 was secured on the 
freehold properties of DX Freight Limited and by a fixed and floating charge over the assets of DX Freight 
Limited. Both of these facilities were repaid in full during the year and the relevant security released. 66 | DX (Group) plc Annual Report 2014
22 Loans and borrowings continued
(b) Mezzanine instrument
Group Company
2014 
£m
2013 
£m
2014 
£m
Non-current liabilities
Mezzanine instrument – 20.1 –
– 20.1 –
(c) Loans from former group companies
Group Company
2014 
£m
2013 
£m
2014 
£m
Non-current liabilities
Amounts owed to former parent companies – 131.3 -
– 131.3 –
(d) Terms and conditions of outstanding loans were as follows:
At 30 June 2013
Nominal interest rate
Year of 
maturity
Face value 
£m
Carrying 
amount 
£m
Bank loan LIBOR + 3.00% with 1.50% rolled up 2014 7.2 7.2
Bank loan LIBOR + 3.25% with 1.50% rolled up 2016 64.1 64.1
Bank loan LIBOR + 3.75% with 1.50% rolled up 2016 64.1 64.1
Bank loan Lower of LIBOR and 1.50% 2017 20.0 20.0
Secured mortgage facility 3.25% 2015 3.2 3.2
Finance lease liabilities 2013–2014 0.7 0.7
Mezzanine instrument LIBOR + 8.25% rolled up 2018 90.5 20.1
Former group companies Blended rate on bank borrowings 2017 131.3 131.3
381.1 310.7
Under the terms of the various bank and loan agreements in place at 30 June 2013, including an intercreditor 
agreement, the senior debt (being the bank loans) was ranked ahead of the subordinated debt (being the 
mezzanine instrument) and consequently the mezzanine instrument could only be repaid in certain circumstances 
and only with the prior written consent of the security trustee (acting on the instructions of the bank providing the 
senior debt). No repayment of the mezzanine instrument could take place where the terms of the intercreditor 
agreement have not been met. 
At 30 June 2014
Nominal interest rate
Year of 
maturity
Face value 
£m
Carrying 
amount 
£m
Bank term loan LIBOR + 2.00% 2014–2017 10.0 10.0
10.0 10.0
All loans are denominated in sterling.
In addition to the bank term loan the group also has a £13.0 million revolving capital facility with an interest rate 
of LIBOR plus 2.00%. No drawings were made under this facility as at 30 June 2014.
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 67 www.thedx.co.uk
23 Provisions
Property 
repair costs 
£m
Insurance 
provision 
£m
Other 
provisions 
£m
Total 
£m
At 1 July 2012 3.6 1.8 6.9 12.3
Charged/(credited) to income statement – 3.4 (0.4) 3.0
Utilised (0.3) (3.3) (2.8) (6.4)
At 30 June 2013 3.3 1.9 3.7 8.9
At 1 July 2013 3.3 1.9 3.7 8.9
Charged to income statement – 1.6 0.9 2.5
Utilised (0.5) (1.6) (2.0) (4.1)
At 30 June 2014 2.8 1.9 2.6 7.3
Provisions are made for the costs of property repairs where there is a significant backlog of repairs required. Other 
provisions are made for the costs of empty properties which are still held under ongoing lease contracts and for the 
costs of integrating businesses and for future losses arising from onerous contracts. Property repair costs and other 
provisions are expected to be utilised over the periods to April 2030 and January 2026 respectively.
The group self insures against certain risks and based on such risks provides for all estimated future expected 
liabilities relating to the current and prior financial years, based on the level of historic claims experience. The 
provisions are likely to be utilised over the next three years.
24 Deferred tax assets/(liabilities)
Group 
£m
Company 
£m
At 1 July 2012 (1.4) –
Charged to the income statement (0.2) –
At 30 June 2013 (1.6) –
At 1 July 2013 (1.6) –
Credited to the income statement 2.8 –
At 30 June 2014 1.2 –
The deferred tax asset/(liability) is made up as follows:
Group Company
2014 
£m
2013 
£m
2014 
£m
Interest costs – (2.8) –
Intangible assets (1.4) (1.9) –
Accelerated capital allowances 2.5 3.0 –
Other timing differences 0.1 0.1 –
1.2 (1.6) – 68 | DX (Group) plc Annual Report 2014
25 Trade and other payables
Group Company
2014 
£m
2013 
£m
2014 
£m
Trade payables 10.5 14.0 –
Social security and other taxes 3.0 5.5 –
Other payables 1.6 0.9 –
Accruals 21.8 16.7 0.4
36.9 37.1 0.4
26 Financial instruments
Short-term debtors and creditors have been excluded from the following disclosures.
(a) Interest rate profile
The table below shows the levels of fixed and floating third party financial liabilities.
At 30 June 2013
Fixed rate 
£m
Floating rate 
£m
Total 
£m
Bank loan – 155.4 155.4
Mortgage facility 3.2 – 3.2
Finance leases 0.7 – 0.7
3.9 155.4 159.3
Effect of interest rate swaps to convert floating rate borrowings to fixed rate 93.3 (93.3) –
97.2 62.1 159.3
At 30 June 2014
Fixed rate 
£m
Floating rate 
£m
Total 
£m
Bank term loan – 10.0 10.0
– 10.0 10.0
(b) Fair values
Financial instruments utilised by the group during the years ended 30 June 2013 and 30 June 2014, together with 
information regarding the methods and assumptions used to calculate fair values, can be summarised as follows:
Current assets and liabilities 
Financial instruments included within current assets and liabilities (excluding cash and borrowings) are generally 
short-term in nature and accordingly their fair values approximate to their book values. 
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 69 www.thedx.co.uk
26 Financial instruments continued
Borrowings and cash
The carrying values of cash and short-term borrowings approximate to their fair values because of the short-term 
maturity of these instruments. 
The financial instruments held by the group do not, either individually or as a class, create potentially significant 
exposure to the market, credit, liquidity or cash flow interest rate risk. 
Fair values of financial assets and liabilities
Carrying amount and fair value
The fair value of all financial assets and liabilities is considered to be equal to the carrying values of these items 
due to their short-term nature. Cash is held with counterparties with a Moody’s credit rating of A2 and Ba3. 
£1.8 million (2013: £1.5 million) of net financial assets and liabilities at the statement of financial position date were 
denominated in euros. All other net financial assets and liabilities were denominated in sterling. A 10% strengthening 
of sterling against the euro at 30 June 2014 would have reduced equity and profit by £0.2 million (2013: £0.1 million).
A 1% increase or reduction in the interest rate applicable to the term loan and revolving capital facility would have 
had a negligible impact on the profit for the year.
Credit risk
Credit risk is the risk of financial loss to the group if a Customer or counterparty to a financial instrument fails to 
meet its contractual obligations, and arises principally from the group’s receivables from Customers and 
investment securities. The maximum exposure to credit risk is the amount of the receivables balance.
The ageing of trade and other receivables at the statement of financial position date that were not impaired was 
as follows:
2014 
£m
2013 
£m
Neither past due nor impaired 34.4 33.3
Past due 1–30 days 1.4 2.7
Past due 31–90 days 0.2 0.7
Past due more than 90 days 0.3 0.2
36.3 36.9
The movement in the allowance for impairment in respect of trade and other receivables was as follows:
Individual 
impairments 
£m
Collective 
impairments 
£m
At 1 July 2012 0.4 1.6
Impairment losses recognised 0.9 (1.0)
Amounts written-off (0.9) –
At 30 June 2013 0.4 0.6
At 1 July 2013 0.4 0.6
Impairment losses recognised – 0.1
Amounts written-off (0.4) 0.1
At 30 June 2014 – 0.8
The group considers that the unimpaired amounts that are past due by more than 30 days are still collectible in 
full, based on historic payment behaviour and extensive analysis of Customer credit risk, including underlying 
Customers’ credit ratings, when available. 70 | DX (Group) plc Annual Report 2014
26 Financial instruments continued
Derivative financial instruments
2014 
£m
2013 
£m
Interest rate swaps – 0.1
The notional principal amount of the outstanding interest rate swap contract at 30 June 2013 was £93.3 million. 
The fixed interest rate payable under the terms of the contract was 1.25%, and the floating rate was LIBOR. The 
interest rate swap expired on 31 July 2013 and was not replaced.
IFRS 13 (amended), Financial Instruments: Disclosures, requires the disclosure of financial instruments measured 
at fair value, grouped into Levels 1 to 3 below, based on the degree to which fair value is observable: 
• Level 1 – fair value measurements are those derived from unadjusted quoted prices in active markets for 
identical assets or liabilities; 
• Level 2 – fair value measurements are those derived from inputs, other than quoted prices included within 
Level 1 above, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived 
from prices); and 
• Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset 
or liability that are not based on observable market data (unobservable inputs). 
The group’s derivative financial instruments as described above were classified as Level 2. 
27 Employee benefits
Pension commitments
The group operates defined contribution pension schemes for all qualifying employees. The assets of the 
schemes are in managed funds and are therefore held separately from the assets of the group.
The total cost charged to income of £1.0 million (2013: £0.7 million) represents contributions payable to these 
schemes by the group at rates specified in the rules of the schemes.
Contributions amounting to £0.7 million (2013: £0.2 million) were payable to the schemes at 30 June 2014 and are 
included in creditors.
Share-based payments
At 30 June 2014 the company had the following share-based payment arrangements.
Company Share Option Plan (‘CSOP’)(including an Unapproved Schedule)
On 26 February 2014 the company adopted the CSOP which permits the grant of options, on a discretionary basis, to 
any director or employee of the company and other group companies. The CSOP was approved by HM Revenue and 
Customs (‘HMRC’) on 27 February 2014, enabling options over up to £30,000 worth of shares per person to be 
granted under the CSOP and to be exercised on an income tax and national insurance contributions free basis, 
provided that the options continue to comply with the rules of the CSOP (‘Approved Options’). The CSOP also 
contains a schedule, under which unapproved options may be granted in excess of the £30,000 approved limit 
(‘Unapproved Schedule’). Options granted under the Unapproved Schedule are referred to as (‘Unapproved Options’). 
As at 30 June 2014, options over 4,450,000 company shares granted under the CSOP were outstanding in total 
(including Approved and Unapproved options), each with an exercise price of £1 per share which was equal to the 
market value of the shares at the date of grant. The exercise of options granted under the CSOP as at 30 June 2014 is 
conditional only on participants’ continued service on the third anniversary of the grant date (subject to certain 
permitted “good leaver” exceptions).
SAYE Scheme (‘SAYE’)
On 26 February 2014 the company adopted the SAYE and this was approved by HMRC on 27 February 2014. Under 
the SAYE, employees can save a portion of their monthly salary over a period of three or, if the company so permits, 
five years. At the end of this period, the employee has the option to purchase ordinary shares in the company with the 
accumulated funds at a purchase price equal to 80% of the market price prevailing at the time of the commencement 
of the employee’s participation in the SAYE. Options that are not exercised within six months of the end of the savings 
period lapse unconditionally. As at 30 June 2014, options over 1,568,880 shares had been granted under the SAYE, 
each with an exercise price of £0.80. All options granted to date are subject only to a 36 month savings period. Shares 
issued to satisfy options under the CSOP (including the Unapproved Schedule) and SAYE in total may not exceed 6% 
of the total share capital of DX (Group) plc.
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 71 www.thedx.co.uk
27 Employee benefits continued
Value creation plan (VCP)
Under the VCP, A ordinary shares in DX (VCP) Limited (a subsidiary of the company) were issued to the Executive 
Directors and six members of the Executive Team. The A ordinary shares were issued at nil cost and PAYE and 
National Insurance Contributions have been accounted for on the value of these shares at acquisition.  
The A ordinary shareholders are only entitled to realise any value from their A ordinary shares if pre-determined 
value hurdles are exceeded and after the expiry of minimum holding periods described below (referred to as 
‘Vesting Period’). The value hurdles are detailed in the DX (VCP) Limited share rights and are linked to the market 
capitalisation of the group. The A ordinary shareholders will, to the extent that the hurdle has been exceeded, be 
able to realise value by disposing of their A Shares to the company following publication of the company’s 
financial results for the year ending 30 June 2017. The A ordinary shareholders also have the opportunity to 
dispose of 50% of their shares at an earlier date (on the publication of the results for the year ended 30 June 
2016) but the ability to dispose at this earlier date is subject to the company share price having hit a pre-
determined target. The company has the choice as to whether to settle the disposal in cash or by the issue of 
shares in the company. The company’s current intention is to issue shares in the company.
Retaining ownership of the A Shares is conditional on continuing employment. Specific rules will apply if the 
employee ceases employment during the Vesting Period.
The A ordinary shares have no dividend rights and very limited voting rights.
The Executive Directors also acquired B ordinary shares in DX (VCP) Limited. The B ordinary shares were acquired 
at market value. The B ordinary shares have limited economic rights but entitle each of the B Shareholders to 5% of 
the voting rights in DX (VCP) Limited. 
Measurement of fair values
The fair values of the CSOP and share purchase plans were measured using the Black-Scholes basis of valuation. 
Expected volatility is based on the historic volatility of the AIM market of the London Stock Exchange measured 
over the contractual period of the options.
The shares in DX (VCP) Limited under the VCP have been valued using the net present value of estimated future 
economic returns at 26 February 2014, the date on which the employees were required to accept the offer to 
issue the shares to them.
Equity-settled share-based payments plans
The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment 
plans were as follows:
CSOP Share purchase
Fair value at grant date (26 February 2014) £0.55 £0.53
Share price at grant date (26 February 2014) £1.30 £1.30
Exercise price £1.00 £0.80
Expected volatility (weighted average) 15.6% 15.6%
Expected life (weighted average) 10 years Three years
Expected dividends Nil Nil
Risk-free interest rate (based on government bonds) 2.38% 1.07%
The requirement that the employee has to save in order to purchase shares under the share purchase plan is a 
non-vesting condition. This feature has been incorporated into the fair value at grant date by applying a discount 
to the valuation obtained. The discount has been determined by estimating the probability that the employee will 
stop saving based on historic behaviour.
At 30 June 2014 a total amount of £67,000 was invested by the participants in the share purchase plan. The plan 
is administered by a third party, and the funds are held outside the group. 72 | DX (Group) plc Annual Report 2014
27 Employee benefits continued
The number and weighted average exercise price of options under the CSOP and share purchase plan are 
as follows:
 
Weighted 
average 
exercise 
price 
£.p
2014 
Number of 
options 
000
Granted during the year 0.95 6,159
Lapsed during the year 0.95 (192)
Outstanding at the end of the year 0.95 5,967
Exercisable at the end of the year – –
The options outstanding at the end of the year have an exercise price in the range of £0.80 to £1.00 and a 
weighted average contractual life of 8.2 years.
The total expense recognised for the year and the total liabilities recognised at the end of the year arising from 
share-based payments are as follows:
2014 
£000
Company Share Option Plan –
Share purchase plan –
Value creation plan –
Total employee benefit expense recognised for share-based payments –
Total intrinsic carrying amount of liabilities in respect of vested benefits –
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 73 www.thedx.co.uk
28 Commitments
Group
2014 
£m
2013 
£m
Capital expenditure contracted but not provided for – –
Operating leases
At the statement of financial position date the group had the following future aggregate minimum lease 
payments under non-cancellable operating leases:
Group
2014 
£m
2013 
£m
Land and buildings:
Leases that expire:
 Within one year 0.4 6.3
 Between two and five years 12.6 19.3
 After five years 24.8 13.0
Total 37.8 38.6
Other operating leases:
Leases that expire:
 Within one year 2.0 1.0
 Between two and five years 6.6 11.3
 After five years 3.0 –
11.6 12.3
Leases of land and buildings are typically subject to rent reviews at specified intervals and provide for the lessees 
to pay all insurance, maintenance and repair costs.
29 Contingencies
The company is party to a continuing guarantee and indemnity in respect of the bank term loan and revolving 
capital facilities described in note 22. The amounts outstanding under these facilities at 30 June 2014 totalled 
£10.0 million.
No provisions are required or have been made in respect of these contingencies since, in the opinion of the 
Directors, they are not expected to result in financial loss for the company. 74 | DX (Group) plc Annual Report 2014
30 Related parties
The following transactions were carried out with connected parties:
Key management personnel
Key management comprises the executive Directors, the Non-executive Directors and certain members of the 
management boards. The key management compensation is as follows:
2014 
£000
2013 
£000
Salaries, fees and other short-term employee benefits 3,025 3,126
Pension contributions 54 47
Compensation for loss of office 188 246
3,267 3,419
Loans to related parties
Non-interest bearing loans were made to the Directors and senior managers in connection with the group’s 
previous management incentive plan in place prior to Admission as follows:
2014 
£000
2013 
£000
Amount advanced in year – 1,033
Amount outstanding at statement of financial position date – 1,564
The loans were contractually repayable no later than 30 June 2018 but were repaid in full on Admission.
Loans from related parties
The mezzanine instrument set out in note 22 was owed to Box Holdings LP, a limited partnership in which  
D Hoare, P Cvetkovic, I Pain and certain senior managers were partners.
Sales and purchases of goods and services
The group has trading relationships with Parcel Monkey Limited, a company in which P Cvetkovic, Director, and 
S Godman, a member of the management board, were shareholders during the year, and boohoo.com plc, a 
company in which P Cvetkovic is a Director and shareholder. P Cvetkovic disposed of his shares in Parcel Monkey 
Limited subsequent to the year end.
The following transactions took place with these companies during the period:
2014 
£000
2013 
£000
Sales 2,323 1,794
Amounts owed to the group at statement of financial position date 235 190
Purchases 11 10
Amounts owed by the group at statement of financial position date – –
All transactions were undertaken at arms’ length and on normal commercial terms.
The group has been charged office support costs by D Hoare amounting to £12,000 (2013: £12,000). The accrual 
as at 30 June 2014 for this charge is £3,000 (2013: £3,000).
Notes to the financial statements continued
for the year ended 30 June 2014 Strategic Report Directors’ Report Financial Statements
DX (Group) plc Annual Report 2014 | 75 www.thedx.co.uk
Notes 76 | DX (Group) plc Annual Report 2014
Notes  DX (Group) plc
DX1, Iver
DX House 
Ridgeway
Iver, Bucks 
SL0 9JQ
www.thedx.co.uk
DX (Group) plc Annual Report 2014