Growing  
together
Annual Report and Accounts 2014
Conviviality Retail Plc Annual Report and Accounts 2014 Conviviality Retail Plc Annual Report and Accounts 2014
31 July 2013 Members of the Board 
and Franchisees celebrate the listing 
of Conviviality Retail plc.
Conviviality Retail is the UK’s largest 
franchised off-licence and convenience chain 
with 595 stores. 
Strategic Report
 1 Highlights
 2 Company overview
 4 Chairman’s statement
 5 Business model
 6 Chief Executive’s Review
 8 Our strategy
10 Our strategy in action
14 Financial review
15 Key performance indicators
16  Principal risks and uncertainties
Governance
18 Board of directors
20 Directors’ report
22 Remuneration report
25  Auditors and disclosure of information 
to auditors
26  Statement of Directors’ responsibilities
27  Independent auditors’ report
Financial Statements
28  Consolidated income statement
29  Consolidated statement of financial position
30  Consolidated statement of changes in equity
31  Consolidated statement of cash flows
32  Notes to the financial statements
54 Company balance sheet
55  Notes to the Company balance sheet
59 Directors, secretary and advisors
The successful initial public offering (“IPO”) in July 2013 
has provided a more strategic platform for the Group’s 
development, an appropriate capital structure and has 
uniquely aligned the Group and its Franchisees through 
the Franchise incentive scheme.
Contents Conviviality Retail Plc Annual Report and Accounts 2014 1
Strategic report Governance Financials
Group proﬁt before tax
and exceptional items
£9.3m +31.5% 
EBITDA
£12.4m -1.6% 
Revenue
£355.7m -4.3% 
Average retail sales 
per store per week
£16,054 +3% 
Average Franchisee proﬁts 
per store per week
£2,075 +10% 
Shares awarded 
to Franchisees
1.2m  
2014
2013
£9.3m
£7.1m
2014
2013
£12.4m
£12.6m
£355.7m
£371.8m
2014
2013
2014
2013
£16,054
£15,586
2014
2013
£2,075
£1,883
2014
2013
1.2m
0
2014 Highlights 
Financial Highlights
Operational Highlights
• Improved levels of engagement with Franchisees 
and suppliers
• Quality of business improved by the closure of 
under-performing stores 
• Refreshed Bargain Booze and Bargain Booze 
Select Convenience brands
• Wine Rack acquisition provided a new fascia for 
Franchisees, increased our presence in the South 
and improved our wine capability and credibility
• Acquisition of 31 Rhythm and Booze stores 
immediately post year end opened up Yorkshire
• Substantial restructuring of the Board – New 
Chairman, David Adams, two new Non-Executive 
Directors, Martin Newman and Steve Wilson, a 
new Commercial Director, Kenton Burchell and 
new Chief Financial Officer, Andrew Humphreys. 2 Conviviality Retail Plc Annual Report and Accounts 2014
Stores 
415 (27 April 2014)
The UK’s largest off-licence chain with 407 “Bargain Booze” and 
“Bargain Booze Plus” branded stores. Bargain Booze stores 
operate a destination off-licence business with many discounted 
product lines across all alcohol categories. Multibuys and 
full-case beer deals are used across all stores to attract 
customers. Many stores have a small convenience range of 
complementary products such as crisps, snacks, confectionery 
and soft drinks.
Stores 
117 (27 April 2014) 
A convenience offering, powered by the Bargain Booze licensed 
range. These stores tend to be larger in format than the Bargain 
Booze and Bargain Booze Plus stores. Customers will still 
typically have alcohol and/or tobacco as the primary reason to 
visit these stores, however, there will also be everyday groceries 
on offer, with the stores offering a range of ambient and frozen 
foods. There are also snacks and impulse “for tonight” grocery 
items on offer. These stores tend to be in residential areas.
Stores 
42 (27 April 2014)
Thorougoods and Thorougoods Select Convenience stores are a 
convenience, tobacco and news driven format with a good 
alcohol range, although this is generally not as heavily discounted 
and promotion led as in a Bargain
Company overview
Conviviality is the UK’s largest off-licence and convenience chain with 
595 stores in England and Wales operating under the Bargain 
Booze, Bargain Booze Select Convenience, Wine Rack and 
Thorougoods brands.
Stores 
21 (27 April 2014)
Wine rack is a specialist wine-led off-licence offering a broad 
range of wines supported by elements of the Bargain Booze 
range. It offers customers an easy and enjoyable way to buy wine 
and offers our Franchisees an alternative fascia broadening the 
number of suitable store locations. Conviviality Retail Plc Annual Report and Accounts 2014 3
Strategic report Governance Financials
● Bargain Booze
●  Bargain Booze Plus
●  B a r g ai n Boo z e  
Select Convenience
● Thorougoods
●  Thorougoods  
Select Convenience
● Wine Rack
● Select Convenience
Product range
The Group offers a comprehensive range  
of major branded products, both licensed  
and non-licensed. Key categories include:
 – Alcohol; 
 – Tobacco;
 – Impulse items, soft drinks;  
confectionery, and
 – Grocery food items, together with a range 
of chilled and frozen food items. 
UK Coverage 
The Group has a very strong presence in its North West 
heartland and has onsiderable scope to grow throughout the 
remainder of the country.
Using location-planning models the Group has identified a large 
number of postcodes across the UK ideally suited for Bargain 
Booze, Bargain Booze Select Convenience or Wine Rack.
Conviviality will work closely with existing and new Franchisees 
over the coming years to capitalise on this opportunity.
57%
13%
30%
■ Alcohol
■ Tobacco
■  Impulse and 
Grocery
Product mix
Logistics
The Group has two central distribution 
warehouses, in Crewe and Newcastle-under-
Lyme in the North West of England, located 
close to the M6, a major arterial road in the 
UK motorway network. Between the two 
leased distribution centres the Group is able 
to provide Franchisees with twice-weekly 
deliveries made on time and in full.
Conviviality is a value retailer in the convenience market 
with prices considerably lower than its competitors.  
This is achieved by focusing on leading alcohol brands,  
a lower cost operating model and the ability to execute 
promotions quickly and seamlessly across the  
entire network.
Franchisee support
Franchisees benefit from distinctive  
brands supported by national advertising 
campaigns and frequent local marketing. 
The EPOS system facilitates themed 
promotions such as “Happy Hour” and 
Franchisees benefit from comprehensive  
call centre support. 4 Conviviality Retail Plc Annual Report and Accounts 2014
Chairman’s statement
Building on a successful year
“ T h e r e s ponse 
to the float has 
been positive, 
demonstrating 
confidence in the 
business model 
and the team’s 
ability to drive a 
sustainable and 
profitable future 
for all our 
stakeholders.”
David Adams
David Adams Chairman
This year has been a landmark for the 
business, the successful Initial Public Offering 
(IPO) in July 2013 providing a more strategic 
platform for the Group’s development, an 
appropriate capital structure and importantly 
aligning the Group and its Franchisees  
through the Franchisee incentive scheme.  
The response to the float has been positive, 
demonstrating confidence in the business 
model and the team’s ability to drive a 
sustainable and profitable future for all our 
stakeholders.
We believe that our results as a listed 
company reflect delivery of the strategy and 
actions we set out clearly in the admission 
document. Our trading performance has been 
in line with our expectations, we have made 
acquisitions and there exist strong 
opportunities for future growth.
We are pleased to announce that the Board  
is proposing a final dividend of 6 pence per 
share, making a full-year dividend of 8 pence 
per share.
I joined the Board as a Non-Executive Director 
for the float in July 2013 and was delighted to 
step up to become Chairman in January, to 
succeed Roger Pedder, who retired from the 
Board in January 2014. In January 2014, we 
welcomed two new Non-Executive Directors, 
Steve Wilson and Martin Newman, who bring 
a wealth of relevant experience, and who  
are actively contributing to the Board and to 
the business.
Following seven years in the business Keith 
Webb, Franchisee Director, resigned from the 
Board today for personal reasons. Keith will 
remain in the business until 29 August 2014. 
The Board would like to thank Keith for his 
contribution to Conviviality and wishes him 
well for the future.
The strength of our business is in its people 
and I would like to thank, on behalf of the 
Board, all of our Franchise partners and 
everyone working in the business for their 
passion and commitment that is driving our 
success.
David Adams
Chairman
11 July 2014 Conviviality Retail Plc Annual Report and Accounts 2014 5
Strategic report Governance Financials
3.
Compelling
range
1.
Franchisees
5.
Operational
excellence
2.
Pricing
4.
National
brands
1. Franchisees
The relationship with our Franchisee Partners 
is critical to the success of the Group. Our 
Franchisees are responsible for running  
the stores well to drive sales and margin. 
Conviviality provides unrivalled support for  
its Franchisees including:
• Compelling price and promotions.
• Destination off-licence range.
• National advertising.
• Design expertise and financial support for 
store fit out and new fascias.
• Comprehensive retail and merchandising 
skills training.
• Full back office support including EPoS, 
production of in store marketing and 
leaflets, payroll, stock management and 
management information.
• A share incentive scheme which rewards 
Franchisees for their efforts with 
Conviviality shares so we all benefit from 
the success of the Group.
2. Pricing 
Conviviality offers customers a unique 
combination of outstanding value and 
exceptional ranges. Promotional prices are 
typically at least 11% lower than the main 
supermarkets and over 15% lower than  
the supermarkets convenience chains.  
The stores are carefully located in areas of 
high population density, such that customers 
live within a 5 minute drive or 0.5 mile walk of 
the store. 
This unrivalled value proposition is achieved 
by combining buying power, strong strategic 
supplier relationships, a deep understanding 
of our customers, promotional expertise and 
the ability to execute seamlessly across the 
entire Franchise network.
Store locations are carefully chosen using a 
location-planning tool to ensure the 
catchment areas have the right number and 
type of customers who seek the value and 
ranges Conviviality offers.
3. Compelling Range 
Conviviality provides Franchisees and 
customers with a wide range of leading 
alcohol brands including beer, larger, cider, 
wine and spirits. This is supported by 
cigarettes and complementary products 
including crisps, snacks, confectionery, soft 
drinks and groceries. In this way stores are a 
destination off-licence where customers can 
buy everything they need at great value and 
without travelling far.
4. National brands
Bargain Booze, Bargain Booze Select 
Convenience and Wine Rack are distinctive 
brands with clear propositions and  
drive footfall into our Franchisees’ stores. 
Franchisees are supported by national 
advertising campaigns at key times during  
the year and frequent local marketing to 
reinforce the value proposition and highlight 
key promotions. The award winning Bargain 
Booze website is designed to drive footfall into 
store and in the next year will be supported by 
the “as if it isn’t cheap enough” App and the 
launch of “click and collect”.
Wine Rack offers Franchisees the option  
to expand into locations not ideally suited  
for Bargain Booze offering a higher  
margin business.
5. Operational Excellence
Conviviality operates an efficient full service 
back office support to our Franchisees 
including twice-weekly deliveries that are 
made on time and in full, within the time  
slot communicated, making it easier for 
Franchisees to manage deliveries and 
maintain availability. Our EPoS system 
facilitates unique promotions such as  
“happy hour” and the Franchisees benefit 
from comprehensive call centre support.
Conviviality’s business model allows our Franchisees to provide 
consumers with a unique combination of outstanding value and 
convenience across a compelling alcohol led range.
Business Model
Working together for growth 6 Conviviality Retail Plc Annual Report and Accounts 2014
Chief Executive’s review
Creating successful relationships
“ These are strong results achieved during 
a period of significant change for our 
business and we are making good 
progress to deliver our strategy.”
Diana Hunter Chief Executive Officer
Overview
Over the last year we have been focused on 
building a long-term and sustainable future for 
our Franchise partners who work with the 
Group, for our employees who work for the 
Group and our shareholders. In a period of 
confirmed uncertainty for high street retailers  
we have focused on delivering against our aim  
of being the UK’s best value off-licence and 
convenience retailer. We have been working on a 
programme to deliver substantial change to the 
business, and we have made good progress in 
achieving these strategic objectives. The Group 
is committed to building and maintaining strong 
relationships with its Franchisee partners and 
growing the number of stores in its portfolio. 
Central to this is an incentivised and motivated 
Franchisee base. 
Results
Profit before tax and exceptional items increased 
£2.2 million to £9.3 million demonstrating the 
benefit of our new capital structure. First year 
earnings per share are 12.5 pence prior to 
exceptional items.
We are pleased to report profit slightly ahead of 
market expectations with EBITDA at £12.4 million 
against £12.6 million last year. We have improved 
the quality of the business through a managed 
rationalisation of the store portfolio and the 
acquisition of 22 Wine Rack stores generating 
turnover of £356 million, an increase of £20,000 
per store. Gross profit margin increased 0.7ppts 
helping EBITDA improve to 3.5% of sales from 
3.4% last year.
Post IPO the Group is debt-free. Following the 
acquisition and integration of 22 Wine Rack 
shops and seven corporate stores, the Group 
ended the year with net cash balances of £10.0 
million. Immediately post year end we further 
strengthened the store portfolio by investing £1.8 
million to acquire 31 Rhythm and Booze stores.
Strategy – To strengthen the relationship 
with our Franchisees to drive sustainable 
and profitable growth
The first steps toward achieving our aims were  
to create greater alignment between those who 
work with and for the Group and introduce a 
more stable and long-term capital structure. 
Becoming a public company enabled us to 
create equity to distribute to our Franchisees to 
give them a stake in the Group for the first time. 
This is the first scheme of this type, unrivalled  
in the market and offering free shares based  
on commitment to our brand standards. 
Franchisees are very aware of the growth in 
value of these shares (over 60%) and are keen  
to be rewarded for their part in the Group’s 
success. The full allocation to Franchisees is 
expected to be 1.2 million shares. A total of 351 
Franchisees achieved the required minimum 
standards to receive awards and 130 were 
granted the maximum award. New Franchisees 
receive share awards on their first anniversary 
and the scheme is becoming increasingly 
attractive to potential Franchisees.
We have made significant strides in the first year 
maintaining a level like for like performance 
against a tough competitive backdrop. We have 
recognised the need to drive increased levels  
of footfall, to ensure our brands are front of 
customers minds through clear and confident 
marketing, and ensuring our prices are 
competitive (promotions over 11% cheaper than 
the multiples), whilst still offering opportunities to 
up sell and create further margin opportunities. 
We have a new advertising campaign to 
emphasise to customers the great value we 
offer. We have continued to develop our 
capability in events and expect to improve our 
proposition in the year ahead as was evident 
during Easter and Christmas, when Bargain 
Booze stores achieved like for like improvements 
of 2.2% and 2.8% respectively.
Franchisee margin has also seen a consistent 
improvement every week and has improved  
on average by 0.3% year to date. Not all 
Franchisees have benefited at the same level 
and this is a key indicator of the varying 
performance across the business. With  
better management information to support 
Franchisees, more store visits to improve best 
practice and opportunities to discuss ideas, we 
expect more Franchisees to benefit. Franchisees 
also gain from an over rider scheme which 
rewards Franchisees quarterly for improving their 
wholesale sales. This scheme has paid out 
£365,000 in cash benefit to Franchisees this 
year, which is equivalent to 0.2% of margin 
improvement in the second half of the year. 
Overall Franchisees have seen the equivalent of 
0.5ppts improvement in their margin versus the 
prior year.
Strategy – To attract quality new recruits 
and incentivise growth from within
On Admission we identified that we would 
undertake a managed reduction of stores to 
improve the quality of our estate and store 
standards thereby making the Group more 
attractive to new recruits. We are also focusing 
on helping our existing Franchisees to maximise 
sales and profit in their catchment areas. Conviviality Retail Plc Annual Report and Accounts 2014 7
Strategic report Governance Financials
During the year 62 stores closed, the majority of 
which occurred during the first half. The impact 
on turnover was £15.7 million. We opened fewer 
new stores than planned and closed the year 
with 595 stores, 11 fewer than our stated aim. 
However, it has been encouraging to record  
that our average weekly sales per store have 
increased by £430. We expect this to improve 
further in the year ahead. We have concluded 
the bulk of our store closure programme and 
anticipate a lower number in the current year.
In May, we welcomed North East Convenience 
Stores to our Franchisee group as they acquired 
stores in Longbenton and South Shields. The 
North East is an area where we have identified 
further growth opportunities and this is a key 
step forward in our approach to the recruitment 
of high quality Franchisees. We have also 
continued our push into the South with new 
store openings in Ramsgate, Stevenage, 
Broxbourne and Leighton Buzzard. 
We are currently working with 25 existing 
Franchisees who wish to open more stores  
with us and our more targeted approach to  
site finding will support them in securing 
successful openings.
This represents a key shift in the momentum  
for growth and new store openings and the 
introduction of additional Franchisees will  
remain a priority.
Strategy – To strengthen the Bargain 
Booze brand, driving awareness and 
broadening its appeal to attract new 
shoppers
The high street is a challenging place to trade 
and we have to keep the brand vibrant and 
relevant to our customers. With Operation  
Spring Clean, we will uniquely invest in every 
Franchisee’s fascia and at the same time, collect 
accurate space data which is critical to us driving 
the next step change in margin improvement 
through mix. Our analysis of the performance  
of our existing estate has identified that there  
is further headroom for growth in many of  
our catchments. We will be working with our 
Franchisees to determine how to drive further 
sales in their catchments. 
Strategy – To build greater capability  
and credibility in wine to attract new 
customer groups
Our appointment of Susan McCraith, Master of 
Wine, has enabled us to build our credentials in 
wine and drive greater recognition for all of the 
brands in our wine offer. The wine category  
now accounts for a 1.2ppts increase sales 
participation and will as a result, drive more 
margin benefit for the Group and its Franchisees. 
Strategy – To undertake strategic 
acquisitions to drive long-term value
The acquisition of 22 Wine Rack stores and  
its website on 30 August 2013 significantly 
increased our credibility and capability in wine, 
accelerated our expansion into the south and 
provided a new fascia for growth.
The performance of Wine Rack during the 
Christmas and Easter trading periods was 
particularly pleasing with 21.8% and 6.4% like  
for like sales growth respectively. We are 
confident that customers are starting to 
recognise the improvements in the offer and 
value for money. Our new design Wine Rack 
store at West Byfleet has been received 
positively by customers and suppliers and  
we expect to roll-out this new design to further  
new stores. We have been pleased with the 
integration of the business and the progress 
being made to drive improved performance,  
and during the second half of the year sales 
improved by 1.4% and 23 new suppliers have 
started working with us. The Wine Rack 
proposition as a wine and spirits specialist on 
the high street offers our Franchisees another 
complementary fascia to operate alongside  
the Bargain Booze proposition.
The successful acquisition of Wine Rack was 
followed by the acquisition of 31 Rhythm and 
Booze stores during May and June 2014. The 
majority of the acquired stores are located in 
Yorkshire and Lincolnshire, which strengthens 
our presence in these areas with 6 of the  
31 stores converting to the Wine Rack fascia. 
For the year ended 31 December 2013, the  
31 stores acquired generated revenues of  
£16.6 million and net profits of £0.1 million.  
We are delighted with the acquisition of these 
stores and their teams, and the opportunity 
for growth they bring to the Group.
Strategy – To expand into new 
territories using a mix of 
fascias and formats
Having taken proactive steps to 
learn the lessons of the past 
approach to recruitment, we 
are creating a more robust 
site assessment and 
forecasting model, to use with 
both existing and potential 
new Franchisees. Through our 
analysis we have identified 
priority locations for growth for 
both Bargain Booze and Wine 
Rack fascias in the North East, 
Yorkshire and the South. 
Outlook 
The year ahead will see us start to reap the 
benefits of the acquisition of Wine Rack and the 
Rhythm and Booze stores, improve Wine Rack’s 
online presence, develop Click and Collect and a 
Bargain Booze App, trial a new larger format 
store and update the fascias across our existing 
estate through Operation Spring Clean.
Good progress has been made and more is 
ahead of us. We worked through the first part  
of our financial year as a private company, and 
transitioned to public from 31 July 2013. The 
impact of the change to a public company has 
been positive, although this created a pipeline 
lag in our new store openings as Franchisees 
begin to understand the opportunities that our 
change programme presents to them, in terms 
of additional rewards and a more resilient 
structure to the business. It has only been in the 
last quarter that we have seen the full benefit 
with our pipeline of new openings increasing.  
As we look ahead to the new financial year  
we will continue to build on this strong start to 
growth and continue to build on consumer 
enthusiasm for our brands.
We have a significant opportunity ahead of us 
and we are confident that the firm platform  
that we have put in place will deliver further 
improvements for our Company and its 
Franchise partners.
Diana Hunter
Chief Executive Officer
11 July 2014 8 Conviviality Retail Plc Annual Report and Accounts 2014
Our strategy
Our aim is “to be the best value off-licence-led convenience store in the eyes  
of our customers, employees and Franchises.”
Strategic Objective 2013 Progress Future Plans
Fundamentally strengthen  
the relationship between 
Franchisor and Franchisee  
to drive sustainable and 
profitable growth
Formed elected Franchisee Forum and regular 
feedback surveys to give Franchisees an input 
into the development of the proposition.
Identified champion stores who support other 
Franchisees to implement best practice.
Introduced a Bronze, Silver and Gold store 
standards system to encourage retail best 
practice and drive sales. 
Created greater alignment by awarding 
Franchisees shares in the Company based on 
achieving set performance targets. A total of 
1.2m shares were awarded to 351 Franchisees. 
These shares vest in September 2016 and at 
current share prices are worth £5,700 per 
Franchisee.
Improved average Franchisee profitability  
by 10% by closing underperforming  
stores, driving more footfall into store, improving 
Franchisee margins by 0.3% points and 
launching a sales volume based overrider 
equivalent of a further 0.2% points margin 
increase.
The Franchise Incentive Scheme will continue 
in 2014/15 allowing Franchisees to increase 
their share ownership for continued strong 
performance.
We aim to further increase Franchisee sales 
and margin by optimising the product mix in 
each store. We are in the process of 
conducting a space audit for each store and 
preparing new layout and merchandising 
plans.
Performance against strategic objectives
• Fundamentally strengthen the relationship between 
Franchisor and Franchisee to drive sustainable and 
profitable growth
• Attract quality new Franchisees to the business  
and incentivise growth from within
• Strengthen the Bargain Booze brand, driving awareness 
and broadening its appeal to new shoppers
• Build greater capability and credibility in wine to attract 
new customer groups
• Undertake complementary strategic acquisitions  
to drive long-term value
• Expand into new territories using a mix of fascias  
and formats
• Be recognised as the Suppliers’ strategic partner of 
choice for the off-licence and convenience channel
To achieve this our plan is to: Conviviality Retail Plc Annual Report and Accounts 2014 9
Strategic report Governance Financials
Strategic Objective 2013 Progress Future Plans
Attract quality new Franchisees 
to the business and incentivise 
growth from within
In 2013/14 we undertook a managed reduction 
of stores to improve quality thereby making the 
Group more attractive to new recruits. 
We closed 62 stores driving an increase in 
average store sales of 3.0%.
We have recently added new retailers to our 
Franchisee group and are actively seeking to 
add further quality retailers.
The vast majority of our Franchisees are 
single site operators and represent the best 
opportunity for growth. We are currently 
working with 25 existing Franchisees to open 
further new stores.
Strengthen the Bargain  
Booze brand driving  
awareness broadening its 
appeal to new shoppers
We have maintained our Everyday Low Price 
leadership with products on promotion over 11% 
cheaper than our competitors and supported 
this with clear and confident marketing.
Refreshed the brand with a new advertising 
campaign and new branding for Bargain Booze 
and Bargain Booze Select Convenience.
Redesigned and relaunched the Bargain Booze 
website. Introduced new Wine Rack branding 
and website.
In 2014/15 we will uniquely replace every 
Franchisee’s fascia making the stores more 
attractive and welcoming.
We have seen encouraging sales uplifts from 
the stores that have already got a new Fascia.
In 2014/15 we will launch Click &Collect and 
the “as if it’s not cheap enough?” App to 
further broaden the appeal and drive footfall 
to stores.
Build greater capability and 
credibility in wine to attract  
new customer groups
We appointed Susan McCraith, Master of Wine, to 
work alongside the buying team. Together they 
have overseen a complete review of the wine 
range ensuring quality throughout all price levels.
Introduced a new flavour-based approach to 
merchandising which has proved successful.
Wine participation has increased 1.2% points.
We will continue to develop our wine range 
and awareness with our customers through in 
store merchandising, local marketing and 
national campaigns.
We will develop a Wine Rack Franchise as a 
route to growth.
Undertake complementary 
strategic acquisitions to  
drive long-term value
In 2013/14 we acquired 22 Wine Rack stores to 
increase our presence in the south and improve 
our wine capability and credibility. 
The stores have integrated well and we opened 
a new store in West Byfleet which received 
positive recognition from customers and 
suppliers.
In 2014/15 we have already completed the 
acquisition of 31 Rhythm & Booze stores in 
Yorkshire and Lincolnshire. All stores have 
been rebranded with six Wine Rack and 25 
Bargain Booze. The stores are integrating well 
and trade is encouraging.
We will make further complementary strategic 
acquisitions should the right opportunities arise.
Expand into new territories 
using a mix of fascias and 
formats
We increased our presence in the South with 
the acquisition of Wine Rack.
The acquisition of Rhythm and Booze opened 
up Yorkshire, selling two stores to North East 
Convenience Stores will help us grow in the 
North East and we have opened 18 stores in  
the South over the last two years.
We have a robust location-planning model and 
forecasting tool and applied it to each postcode 
in the UK to produce a priority list of target 
locations for new stores. The immediate priority 
areas are North East, Yorkshire, Scotland and 
the South.
Our first new larger format store “BB’s 
Warehouse” opened in Wakefield in July 2014 
and if successful will be rolled out.
We are targeting the priority postcodes to 
identify sites and new Franchisees to increase 
our presence outside of the north west 
heartland.
Be recognised as the  
Suppliers strategic partner  
of choice for the off-licence  
and convenience channel
The Company held its first ever supplier 
conference in November 2013.
Our relationship with suppliers is a key part of 
strengthening our position as the UK’s largest 
destination off-licence led convenience chain in 
the UK.
Continue to build on the improvements 
made in 2013/14 to ensure we provide 
suppliers with an effective route to market 
for their products and offer our customers 
fantastic value. 10 Conviviality Retail Plc Annual Report and Accounts 2014
Our strategy in action
Franchisee engagement and performance
Bargain Booze, Grange-over-sands, Cumbria
“ We h a v e  
invested heavily  
in the business  
and feel confident  
in continuing to 
expand”
Paul Hunt
Paul and Lorraine Hunt have been 
Franchisees since 2007. They run three stores 
in Millom, Grange-over-Sands and Dalton-in-
Furness. All stores have achieved gold 
standard and Paul and Lorraine are also part 
of our Champion Store Programme.
“Within the last 18 months we have seen 
several positive developments which have 
directly benefit us as Franchisees. These 
include an ongoing focus on margin 
improvement, ours increasing by just over 1% 
and this has come from both from the buying 
department and at ground level with advice 
from Brand Support Managers. Alongside this 
are a great share scheme and a quarterly over 
rider payment, both of which are financial 
incentives to ensure Franchisees are meeting 
targets, following rules and operating at 
consistently high standards throughout 
the Group. We have invested heavily in the 
business and feel confident in continuing to 
expand and develop our group of stores”.
“ Our margin has 
increased by just  
over 1%”
Lorraine Hunt Conviviality Retail Plc Annual Report and Accounts 2014 11
Strategic report Governance Financials
Repositioning Bargain Booze
Bargain Booze, Wall Heath, West midlands
Simon and Jan Wallis have one store in Wall 
Heath, it is one of the highest turnover stores 
in the business. They are both passionate 
about driving their business forward and have 
been innovative in their approach to meeting 
customer needs. 
The store was refurbished in February 2014 
creating a cellar-style wine selection. The store 
has been re-branded and they have 
introduced new ranges
“We have been a Franchisee for over 12 years 
and are delighted with the new image and 
enhanced product range. This has enabled us 
to provide a full convenience offering to our 
local community which has been received 
extremely well by our customers. Our sales 
volumes and margins have already exceeded 
expectations”.
“ When we decided to 
increase the size of  
our store and its range, 
we had no hesitation in 
renewing our partnership 
with Conviviality Retail 
and its Bargain Booze 
Select Convenience 
Brand”.
Simon Wallis 12 Conviviality Retail Plc Annual Report and Accounts 2014
Our strategy in action
Geographic expansion
Bargain Booze, South Ockenden, Essex
When a Tesco Express store opened directly 
opposite Mr Sritharan in 2010 he decided to 
convert to Bargain Booze Select Convenience 
and has never looked back with the unique 
alcohol-led convenience offer providing a real 
point of difference and increasing sales by 
130% to £24,000 per week. 
“I had traded with Spar previously averaging 
£10,500 per week. However, when Tesco 
Express opened right opposite me, my store’s 
turnover dropped dramatically. I realised I had 
to do something drastic. In November 2010 I 
converted my store to Bargain Booze Select 
Convenience. 
The point of difference I now have with 
Bargain Booze’s alcohol package resulted in 
my turnover instantly increasing, and I am now 
up year on year by 130%”
“ When a Tesco 
Express opened right 
opposite I had to do 
something drastic”
Pannuthurai Sritharan
“ B a r gain B o o z e ’ s 
alcohol package 
resulted in my 
turnover instantly 
increasing, I’m now 
up 130%”
Pannuthurai Sritharan Conviviality Retail Plc Annual Report and Accounts 2014 13
Strategic report Governance Financials
Increased focus on wine
Wine rack, West Byfleet, Surrey
Wine underpins our credibility as a destination 
off-licence in the eyes of our customers.
The acquisition of Wine Rack in September 
2013 and the appointment of Susan McCraith, 
Master of Wine, in May 2013 reinforced our 
wine credentials. Our new design store 
opened in West by Fleet, Surrey, on 
7 November. The store has clearer sign 
posting, improved merchandising and stronger 
imagery featuring regions and producers.
Our aim is to offer customers an easier and 
more enjoyable way to buy wine.
Select  Convenience Select  Convenience
“ Wine rack is a 
strong retail brand 
that is recognised 
by customers and 
has the potential  
for future growth”
Susan McCraith
Susan McCraith 
Master of Wine 14 Conviviality Retail Plc Annual Report and Accounts 2014
“ The business now benefits from  
a debt-free financial structure, with 
strong operating cash flow, resulting in 
a net cash balance of £10.0 million as 
at the year end.”
Financial review
Performing ahead of expectations
Andrew Humphreys Chief Financial Officer
Group profit before tax excluding exceptional 
items increased by £2.2 million to £9.3 million 
driven by an improvement in gross margin, 
strong cost control and a reduction in financing 
costs following the financial restructure at IPO. 
This was partly offset by an investment of £0.4 
million in Franchisee engagement coupled with a 
reduction in revenue as we improved the quality 
of the business by removing underperforming 
stores.
After reflecting exceptional costs of £4.5 million, 
primarily relating to the IPO, Group profit before 
tax was £4.8 million (2013: £6.6 million). EBITDA 
was £12.4 million (2013: £12.6 million) and 
increased to 3.5% of sales (2013: 3.4%) as gross 
profit margin improved and costs were tightly 
controlled.
Revenue at £355.7 million (2013: £371.8 million) 
declined by 4.3% primarily due to a reduction in 
store numbers to 595 (2013: 616) and the 
inclusion of retrospective discounts on wholesale 
sale invoices. This change in wholesale pricing 
gave a cash flow benefit to Franchisees and 
reduced revenue by 1.6% but had no impact on 
profit.
Retail sales represent total sales to consumers. 
For the 52 weeks to 27 April 2014 retail sales 
were £506.7 million (2013: £531.8 million), a 
decline of 4.7%, due to the managed reduction 
of underperforming stores offset by new store 
openings and the acquisition of Wine Rack. 
Like for like retail sales were in line with last year 
and average sales per store increased 3.0% 
reflecting an increase in the quality of the stores.
Wine Rack sales from the date of acquisition  
on 30 August 2013 to 27 April 2014 were £7 .6 
million with like for like retail sales in the second 
half up 1.4%. Wine Rack contributed £0.1 million 
to Group profit before tax for the year.
Gross profit strengthened by 0.7 ppts to 9.2% 
(2013: 8.5%) as the number of Company-owned 
stores increased. The change in wholesale 
pricing, as a result of the inclusion of 
retrospective discounts on wholesale invoices, 
added 0.1ppts to gross profit margin.
Franchisee gross margin improved by 0.3ppts.  
In addition, Franchisees received over rider 
payments, for achieving wholesale sales targets, 
of £365,000 in the second half. This is the 
equivalent of 0.2ppts of gross profit margin or,  
on average, an annual incremental contribution 
of £1,289 per Franchise store.
Operating expenses before exceptional items 
increased to £22.7 million (2013: £20.9 million) 
primarily due to an increase in costs of £2.3 
million relating to Company-owned stores and  
an investment of £0.6 million in connection with 
the Franchisee and employee share-based 
incentive plans. 
The exceptional items, totalling £4.5 million 
(2013: £0.5 million) are comprised of £3.7 million 
costs associated with the IPO, £0.3 million costs 
arising on the acquisition of Wine Rack and 
Rhythm & Booze, and £0.4 million relating to 
other re-organisation costs.
The business now benefits from a debt-free 
financial structure, with positive operating  
cash flow, resulting in a net cash balance of 
£10.0 million as at the year end.
The Group implemented a new financial 
structure as part of the IPO resulting in the full 
settlement of senior debt and all loan notes 
totalling £37 .3 million. These results include 
interest charges against the loan notes of £0.7 
million incurred between 1 May 2013 and 31 July 
2013 which will not repeat in future periods.
The effective rate of corporation tax for the  
year was 27 .2% (2013: 27 .5%) which compares 
with the main rate of 22.85% (2013: 23.9%).  
The Group has a number of non-deductible 
expenses for tax purposes primarily relating to 
legal costs. The Group has also re-calculated 
deferred tax balance to be in line with the new 
lower corporation tax rate of 21.0% which was 
effective from April 2014.
Earnings per share is 6.1 pence (5.7 pence 
diluted) and at 12.5 pence (11.6 pence diluted)  
on a pre-exceptional basis, with the prior year 
comparative impacted by the change in financial 
structure as part of the IPO.
A final dividend of 6p per share is proposed 
today for shareholders on the register on  
19 September 2014 payable on 17 October  
2014 post the Annual General Meeting (AGM). 
Andrew Humphreys
Chief Financial Officer
11 July 2014  Conviviality Retail Plc Annual Report and Accounts 2014 15
Strategic report Governance Financials
“ We have a set of KPIs that allow us to 
understand both the business performance 
and that of our Franchisees to help us drive 
sustained and profitable growth”
Key Performance Indicators
How we manage performance
Conviviality Performance
Average wholesale sales per store per week
The total sales by Conviviality to our Franchisees or 
Company-owned stores
Gross margin %
The gross margin generated from sales to our Franchisees 
and from our Company-owned stores
Operating costs as a percentage of sales
All costs including marketing, logistics and administration 
expressed as percentage of sales
Cash conversion
Cash generated from operations less investment in fixed 
assets as percentage of sales
Franchisee Performance
Average retail sales per store per week
The total sales (inclusive of VAT) generated by each store  
each week
Average Franchisee profits per store per week
This is the gross profit plus all overriders generated by the 
Franchisees and helps us understand the potential for growth 
in the store and for the Franchisees to increase the number of 
stores. We do not have full visibility of the operating costs of 
our Franchisees. On an annual basis we include the value of 
any stores awarded shares
Store standards
The number of stores awarded Gold, Silver or Bronze status 16 Conviviality Retail Plc Annual Report and Accounts 2014
Principal risks and uncertainties
Risk Description Mitigating factors
Market and Competition The alcohol and convenience markets remain 
competitive and the larger companies in the 
sector continue to open a significant number of 
smaller convenience style stores. High street 
competition and increased online offerings may 
impact on the development of future revenue 
streams.
The Group has well positioned brands which 
combine a price competitive offer and compelling 
range, notably within alcohol, which will continue 
to compete effectively against the competition.
Franchisee retention and quality The retention of Franchisees is fundamental to 
the Group’s future business plan. A risk exists 
that a reduction in stores could have a material 
impact on the Group’s future results. It is also 
possible that higher quality Franchisees could be 
recruited by another franchisor or symbol group.
The quality of the Group’s Franchisees is an 
important component of the Group’s future 
strategy, providing a higher quality of earnings 
and protection to the Group’s brand reputation 
and image. 
The Group has made good progress over the last 
year with a significant programme of Franchisee 
engagement which has strengthened the 
relationship. This, together with improvements in 
Franchisee margin, a new over-rider scheme and 
the Franchisee Incentive Programme, has further 
mitigated this risk.
The Group is committed to strengthening the 
quality of its Franchisees and store portfolio and 
has reduced overall store numbers by specifically 
closing poorer quality Franchisees and stores. 
Reputation with customer base The Group’s Franchisees have the direct 
interaction with the end customer. The success 
of the Group relies on the Franchisees having a 
good reputation with end customers.
The Group provides training and support to 
Franchisees and assists with promotions, 
branding and marketing. 
There is a continued focus on store standards 
and in store execution, and a contractual 
requirement to buy within the Group with zero 
tolerance around duty fraud.
Legal and Regulatory There is a risk that new legal and regulatory 
requirements could impact the business revenue 
streams or its cost base.
Examples of this could include minimum unit 
pricing and waste packaging compliance.
On 18 July 2013 the Government announced that 
it would not be taking forward proposals to 
introduce minimum unit pricing, but it would be 
legislating to ban sales below the cost of duty 
plus VAT.
An historical waste compliance issue has been 
resolved and effective procedures are now in 
place.
The Group will continue to monitor regulatory 
and legal developments to determine its strategic 
and competitive response and ensure 
compliance with its obligations.
The Group is subject to a wide variety of risks, the key risks are outlined 
below together with actions being taken to mitigate these risks. Conviviality Retail Plc Annual Report and Accounts 2014 17
Strategic report Governance Financials
Risk Description Mitigating factors
Tobacco Demand The UK government and health industry continue 
to attempt to discourage people from smoking. 
Whilst tobacco sales do not make a significant 
contribution to the Group’s gross profit, tobacco 
purchases remain a key driver of footfall into the 
stores.
The Group has developed product range to 
include tobacco substitutes such as electronic 
cigarettes and will continue to broaden and 
improve its convenience offering to mitigate the 
risk from a reduction in tobacco sales.
Data security and IT reliability The Group relies on its IT infrastructure and in 
particular the EPoS system to maintain key 
aspects of the retail proposition. A major breach 
or malfunction of this system would cause 
significant disruption to the Group and impact its 
performance.
The Group maintains tight access controls over 
its data and IT systems, continually monitoring 
performance and has tight contractual terms with 
its key IT suppliers.
The Group’s support team, via a third party 
supplier, ensures all performance issues are 
resolved promptly.
Reliance on key suppliers The Group relies upon certain key suppliers. 
A breakdown in its relationships could result in 
short-term disruption to the Group’s business.
The Group maintains strong working 
relationships with key suppliers through regular 
review meetings to monitor performance. 
Robust contractual arrangements are maintained 
with key suppliers and the Group continually 
reassesses the strategic value of its supply 
relationship and the potential to utilise alternative 
sources.
Reliance on key personnel The Group has a relatively small senior 
management team and the loss of any key 
individual or the inability to attract appropriate 
personnel could impact upon the Group’s future 
performance.
The Group maintains competitive and attractive 
employment terms and conditions, fully 
empowering key individuals and allowing them to 
maximise their job satisfaction. In addition, the 
Group ensures there is a clear career path 
wherever possible to enable individuals to 
progress their careers.
The Group ensures that working practices and 
policies are documented and easily available to 
reduce the risk of key knowledge leaving the 
business.
Loss of a key operating site  
or a major health and safety 
incident
The Group operates from a single head office 
and central distribution hub based in Crewe, and 
the loss of this key operating site could seriously 
disrupt business activity.
There are regular and robust risk assessments 
and the implementation of recommendations 
arising are aimed at mitigating the risks of 
operational interruption in the warehouse.
A disaster recovery plan is in place to enable a 
pro-active and effective response should a key 
operating site be lost.
Health and safety procedures and awareness 
have been strengthened across the business, 
with quarterly board reporting and review in 
place to monitor this risk pro-actively.
The Strategic Report, as set out on pages 1 to 17, has been approved by the Board.
By order of the Board
Diana Hunter, CEO
11 July 2014 18 Conviviality Retail Plc Annual Report and Accounts 2014
Board of Directors
Since IPO the Board has been transformed with the 
appointment of a new Chairman, two Non-Executive 
Directors, a new Chief Financial Officer and a Commercial 
Director. We are actively seeking a Chief Operating Officer 
to complete the team.
3. Andrew Humphreys
Chief Financial Officer
Andrew joined Conviviality Retail from Direct 
Wines, a large international multi-channel 
wine retailer, where he held the position of 
Chief Financial Officer. Previously he held 
senior finance roles at Shop Direct Group 
and Carphone Warehouse and he brings a 
wealth of retail finance experience.
2. Diana Hunter
Chief Executive Officer
Prior to joining Conviviality Retail, Diana 
worked for Waitrose within the John Lewis 
Partnership for nine years in various roles 
including Head of Merchandising, Director of 
Store Development and latterly as 
Convenience Director. She was charged 
with leading the Waitrose drive into the 
Convenience market through the roll out of 
the “Little Waitrose” format to over 50 sites.
Diana began her career at Sainsbury’s 
where over 13 years she held numerous 
senior roles including leading investment 
programmes and heading the format 
development of Sainsbury’s.
1. David Adams
Chairman
David is an experienced PLC Director who 
has served in both executive and non-
executive capacities in the retail industry. 
David’s past roles include Finance Director 
and Deputy CEO at House of Fraser, 
Chairman of Jessops Plc and Moss Bros Plc 
and Non Executive Director at HMV. David 
has also previously been the finance 
Director at Texas Homecare, Top Shop and 
Dorothy Perkins. David has recently stepped 
down as Chairman of Musto Ltd. He 
currently is Senior Independent Director and 
Chair of Audit at both Halfords plc and 
Hornby Plc and is Chairman of Park 
Cameras and Walk the Walk, a breast 
cancer charity. Conviviality Retail Plc Annual Report and Accounts 2014 19
Financials Strategic report Governance
4. Steve Wilson
Non-Executive Director
Steve Wilson is Group Finance Director of 
Headlam Group plc. Headlam is Europe’s 
largest floorcoverings distributor and is listed 
on the London Stock Exchange’s main 
market. Steve has significant public 
company experience, having been on the 
board of Headlam since 1991. He served on 
the board of Synergy Health Plc as 
Non-Executive Chairman for eight years 
between 2002 and 2010. Steve brings 
additional financial expertise and experience 
of the equity markets to the Board. 
Conviviality is Steve’s only non-executive 
position outside his main role at Headlam.
6. Martin Newman
Non-Executive Director
Martin has been involved with multichannel 
retail for more than 25 years; having had P&L 
responsibility for retail, direct mail, 
ecommerce and call centre channels for a 
number of retailers and brands. His previous 
roles have included head of ecommerce for 
Burberry and Ted Baker, Interim Director of 
Ecommerce for Pentland Brands as well as 
the Head of Marketing for Harrods’ home 
shopping division. Martin is currently CEO of 
strategic multichannel consultancy 
Practicology and sits on the Advisory Board 
to international bicycle retailer Wiggle.
5. Kenton Burchell
Commercial Director
Kenton Burchell is an experienced 
commercial operator who has held several 
senior positions in retail over a 25-year 
career. Kenton joined Conviviality from 
Musgrave Retail Partners GB, the operators 
of amongst other brands Budgens, 
Supavalu and Londis where he was most 
recently Trading Director, and has previously 
been Head of Trading Operations and Head  
of Buying. 20 Conviviality Retail Plc Annual Report and Accounts 2014
Directors’ report
The Directors present their Report and Consolidated Financial 
Statements for the 52 weeks ending 27 April 2014.
Change of name
On 10 May 2013, the Company changed its name from Bargain Booze 
Holdings Limited to Conviviality Retail Limited and on 9 July 2013, 
re-registered as a public limited company and changed its name to 
Conviviality Retail Plc.
Share Listing 
The Company’s ordinary shares were admitted to and traded on AIM, 
a market operated by the London Stock Exchange with effect from 31 
July 2013. Further information regarding the Company’s share capital 
is set out in note 21 to the consolidated financial statements. 
Capital Structure
The Group implemented a new financial structure as part of the IPO 
resulting in the full settlement of senior debt and all loan notes totaling 
£36 million. Acquisitions have been funded out of cash resources, and 
the general corporate and working capital requirements are supported 
by a Receivables Finance Agreement from RBS Invoice Finance 
Limited. Bargain Booze Limited also entered into a bank agreement 
with National Westminster Bank Plc on the 18 July 2013 whereby the 
bank provides guarantees for certain suppliers. Additional details of 
these facilities are provided in note 17 of the consolidated financial 
statements.
Governance 
The Directors acknowledge the importance of the principles set out in 
the Corporate Governance Code. The Corporate Governance Code is 
not compulsory for AIM quoted companies and has not been 
complied with. However, the Directors intend to apply the principles as 
considered appropriate given the size and nature of the Company in 
accordance with the UK Corporate Governance Code and the QCA 
Corporate Governance Code for Small and Mid-Size quoted 
companies 2013.
The Board comprises six Directors, of which three are Executive 
Directors and three are Non-Executive Directors, and reflect a blend of 
different experience and backgrounds (see Directors’ Profiles on pages 
18 and 19). The Board meets monthly to consider strategy, performance 
and the effectiveness of internal controls amongst other things.
At each AGM of the Company, one-third of the Directors (or the 
number nearest to but not exceeding one-third when the number of 
Directors is not a multiple of three) shall retire from office. In addition, 
any Director who has been a Director at each of the preceding two 
AGMs shall also retire. Each such Director may, if eligible, offer 
themselves for re-election. If the Company, at the meeting at which a 
Director retires, does not fill the vacancy the retiring Director shall, if 
willing, be deemed to have been reappointed unless it is expressly 
resolved not to fill the vacancy or a resolution for the reappointment of 
the Director is put to the meeting and lost.
The Audit Committee is chaired by Steve Wilson, and has primary 
responsibility for monitoring the quality of internal controls, ensuring 
that the financial performance of the Group is properly measured and 
reported on and reviewing reports from the Company’s auditors 
relating to the Group’s accounting and internal controls, in all cases 
having due regard to the interest of the Shareholders. The Committee 
meets at least twice a year, with David Adams being the other Audit 
Committee member.
The Nomination Committee is chaired by David Adams, and identifies 
and nominates for the approval of the Board candidates to fill board 
vacancies as and when they arise. The Committee meets at least once 
a year, with Steve Wilson and Martin Newman being the other 
Committee members.
The Remuneration Committee is chaired by Martin Newman, and 
reviews the performance of the Executive Directors and determines 
their terms and conditions of service, including their remuneration and 
the grant of options, having due regard to the interests of 
Shareholders. The Committee meets at least once a year, with David 
Adams and Steve Wilson being the other Committee members. 
Executive Directors are invited to attend Committee meetings as 
required from time to time.
The Directors understand the importance of complying with the AIM 
Rules relating to Directors’ dealings and have established a share 
dealing code which is appropriate for an AIM quoted company.
Control Environment
The Directors are responsible for the internal controls of the Group and 
have established a framework intended to provide reasonable but not 
absolute assurance against material financial misstatement or loss.
An annual budget is prepared against which specific objectives and 
targets are set. This budget is reviewed and approved by the Board on 
a regular basis, with trading activity monitored weekly and internal 
management accounts prepared and reviewed monthly with 
comparisons against the latest plan and prior year. The Group will 
continue to review and develop operating documentation and controls 
as the business develops. Conviviality Retail Plc Annual Report and Accounts 2014 21
Strategic report Governance Financials
Health and Safety
The Group is committed to high standards in health, safety and 
environmental performance. It is the Group’s policy to abide by all 
laws, directives and regulations relevant to its operations and to act in 
a manner so as to minimise the effects of its operations on the 
environment. The Group seeks to provide safe places and systems of 
work, plant and machinery, handling of materials and ensures 
appropriate information, instruction and training is in place. The Group 
has procedures relating to the appropriate reporting and monitoring of 
accidents, incidents and dangerous occurrences; employees are 
encouraged to identify and report on any potential policy breach to 
ensure preventative actions are taken to avoid any unsafe work 
practices. Emphasis is placed on all employees having a responsibility 
to maintain a safe working environment. Health and Safety reports are 
published quarterly and are reviewed by the Board. 
Financial Risk Management
Financial risk is managed through a formal quarterly update by the 
Board and informally on an ongoing basis. The key risks relating to the 
Group are outlined in more detail in note 19 to the consolidated 
financial statements.
Regulatory
Due to industry-wide issues surrounding the price and availability of 
Glass Packaging Recovery Notes (PRNs), the Group failed to meet its 
obligations under the Producer Responsibility Obligations (Packaging 
Waste) Regulations 2007 during 2012. As a result the Group entered 
into discussions with the Environment Agency (EA) regarding this 
historical non-compliance in December 2012.
It was possible that the EA would pursue either an enforcement 
undertaking, which involves a fine of a specified amount not usually 
less than the cost avoided, plus a penalty amount and an amount to 
cover the EA’s costs being donated to charity, a variable monetary 
penalty or enforcement action against the Group. An enforcement 
action is a criminal sanction, prosecuted through the Courts and 
results in a fine being payable by the Group that is the subject of the 
action. This fine is decided by the Courts but is usually larger than 
amounts due under either enforcement undertakings or variable 
monetary penalties.
The Group’s Enforcement Undertaking offer was formally accepted on 
23 April 2014, following extensive investigation and review with full and 
final settlement, requiring a donation of £188,109 to Groundworks 
Cheshire for use in various projects, on 11 June 2014. The settlement 
and associated legal costs were contained within the provision put in 
place in the 2013 accounts.
Moving forward, the Group’s obligations under the Producer 
Responsibility Obligations (Packaging Waste) Regulations 2007 are 
being monitored, controlled and complied with on an ongoing basis.
Responsible Retailing
The Group acknowledges that alcohol misuse and underage drinking 
are issues causing real concern. The Group takes these matters very 
seriously and is committed to the responsible retailing of alcohol in 
order to mitigate their impact. The Group is a supporter of Drinkaware, 
the government sponsored trust which promotes responsible drinking, 
and in addition, the Group operates the Challenge 25 scheme to 
ensure that minors are not able to purchase alcohol in our stores. 
Responsible retailing is re-enforced through awareness training for 
both our employees and Franchisees. We insist on high levels of 
training for Franchisees and regular store audits. We believe that our 
independent Franchisee retailers take their responsibilities very 
seriously and, through their excellent local community links, are in a 
strong position to exercise responsible retailing effectively.
Charitable Donations 
Charitable donations made during the year totalled £19,500 with the 
main beneficiaries being The Drink Aware Trust, The National 
Association for Children of Alcoholics and The Cheshire Community 
Foundation. As a key employer in the community of Cheshire we 
recognise the role we play in supporting the community. We put in 
place an apprentice scheme which provides assistance for young 
people seeking employment, and we contribute to and support the 
Cheshire Community Foundation. In addition, the Group contributed 
£5,500 worth of product to food banks and trained two members of 
staff to become volunteers who will, going forward, spend a combined 
total of four hours per week in schools coaching children to improve 
their reading skills. Moving forward, the Group has introduced an 
annual matched giving scheme enabling employees to receive £100 of 
charitable donations based on their own fundraising activities. Our 
Franchisees also play an active role in their local communities and 
support a wide variety of charitable organisations across the country. 
Substantial Shareholdings
At 30 June 2014, the Company had been notified of the following 
interests of over 3% of the issued share capital:
Shareholder Shareholding %
Henderson Global Investors 14.5
Hargreave Hale 11.9
Miton Asset Management 9.1
Artemis Investment Management 7.6
AXA Framlington Asset Management 7.1
Unicorn Asset Management 6.5
Schroder Investment Management 5.4
Jupiter Asset Management 5.2
Investec Asset Management 4.7
River and Mercantile Asset Management 4.6
Bargain Booze Employee Benefit Trust 3.2
Ruffer 3.1 22 Conviviality Retail Plc Annual Report and Accounts 2014
Directors and Directors’ interests
The Directors listed below all served throughout the period, or were appointed on the dates indicated below. Their interests in the issued share 
capital of the Company as at 27 April was as follows:
Date of 
 appointment Date of resignation 2014 Number 2013 Number 
D Hunter – –
D A R Adams 30 July 2013 12,500
M D Newman 1 February 2014 5,600 –
S G Wilson 1 February 2014 12,500 –
K P Burchell 3 March 2014 – –
C A Humphreys 16 June 2014 – –
K H Webb – –
J A Wirth 4 November 2013 27 June 2014 5,560 –
36,160 –
There have been no changes in the interests of the Directors in the issued share capital of the Company between 27 April 2014 and the date of 
this report.
The following Directors also served during the period, until their resignation, as detailed below:
Date of resignation
M Crabtree 30 April 2013
P Dockerty 9 July 2013
J A Hayhurst 9 July 2013
P E Hodgson 4 November 2013
R A Pedder 31 January 2014
T D Raffle 9 July 2013
T W J Stanley 9 July 2013
Insurance cover is in force in respect of the personal liabilities which may be incurred by Directors of the Company in the course of their service 
with the Group, as permitted by the Companies Act 2006.
Directors Remuneration
Directors remuneration information for those individuals who have served as a Director of the Company since 31 July 2013, the 
date of IPO, are presented below. The information presented in respect of these Directors is for the full financial period. 
Individual
Basic salary 
and fees
£
Bonus paid 
on achieving 
IPO
£
Annual 
Bonus
£
Benefits
£
Payment 
in lieu of 
pension
£
Payment on 
loss of office
£
Total
£
D Hunter 256,667 131,810 93,000 28,460 53,333 – 563,270
D A R Adams* 38,333 – – – – – 38,333
M D Newman 10,000 – – – – – 10,000
S G Wilson 10,000 – – – – – 10,000
K P Burchell 31,667 – – 3,218 – 34,885
P E Hodgson 151,298 – – 13,915 149,970 315,183
R A Pedder 60,000 – – – – – 60,000
K H Webb 175,000 – 35,000 14,098 – – 224,098
J A Wirth 96,250 – 20,000 10,319 – – 126,569
Other Directors 69,826 4,844 503,295 577,965
899,041 131,810 148,000 74,854 53,333 653,265 1,960,303
* Amounts payable in respect of this Director are charged as fees to the Company.
Remuneration report Conviviality Retail Plc Annual Report and Accounts 2014 23
Strategic report Governance Financials
The Directors’ interest in share options under the ESOP was as follows:
 Individual Date of grant
Earliest 
exercise date Expiry date
Exercise price 
(pence)
Number at 
29 April 2013*
Granted/ 
(Exercised)
Weighted 
average 
market price 
on exercise 
(pence)
Number at 
27 April 2014
D Hunter 26/02/2013 31/07/2013 25/02/2023 2.7 1,676,809 – – 1,676,809
31/07/2013 31/07/2016 30/07/2023 100 – 2,001,000 – 2,001,000
K P Burchell 03/03/2014 03/03/2017 02/03/2024 187 – 101,604 – 101,604
K H Webb 26/02/2013 31/07/2013 25/02/2023 2.7 1,173,748 (881,874) 117.7 291,874
31/07/2013 31/07/2016 30/07/2023 100 – 175,000 – 175,000
J A Wirth 04/11/2013 04/11/2016 03/11/2023 100 – 195,000 – 195,000
* On 8 July 2013 each ordinary share was sub-divided into 36.77614821 ordinary shares. The opening number of options held has been restated to reflect the share 
restructuring.
The Group operates a number of share option and share award schemes to its employees. The Executive Directors only participate in the 
Employee Share Ownership Plan (ESOP), which is supervised by the Remuneration Committee. Details of other schemes are provided in note 28 
to the consolidated financial statements.
ESOP
The ESOP is supervised by the Remuneration Committee. Participation by Executive Directors, including the size of the awards, will be 
determined by the Remuneration Committee. The awards granted on 26 February 2013, vested on successful admission to AIM. All subsequent 
grants vest on completion of three years’ service to the Company. The award price payable per share is determined by the Board but shall not be 
less than the market value of the shares as at the date of grant. For awards granted on or around admission, the award price was taken to be the 
Placing Price. Options are forfeited if the employee leaves the Company before the options vest.
The total market value, at the relevant grant date, of awards granted to each Executive Director in the same financial year under the ESOP may 
not exceed an amount equal to 100% of the higher of the Director’s basic salary, expressed as an annual rate as at the grant date, or the basic 
salary for the period of 12 months prior to the grant date. This limit did not apply in relation to awards made on Admission to Diana Hunter.
In addition to the completion of three years’ service, the vesting of awards made to Executive Directors are subject to the achievement of 
performance targets as follows:
• Achieving EBITDA targets, pre-share-based payment charge, of £12 million, £12.7 million and £13.5 million for each of the years ending  
27 April 2014, 26 April 2015 and 24 April 2016 respectively;
• If one year is missed, but the aggregate EBITDA for the three years is realised, the options will still vest; and
• Performance targets for future grants may be applied at the discretion of the Remuneration Committee. 24 Conviviality Retail Plc Annual Report and Accounts 2014
Directors’ Service contracts and employment letters
The Executive Directors have entered into service agreements with the Company at the following annual salaries with effect from the earlier of  
18 July 2013, or the date of appointment as a Director. These are subject to annual review by the Remuneration Committee. The first review took 
place in May 2014.
£
D Hunter 310,000
K P Burchell 190,000
K H Webb 175,000
J A Wirth 195,000
Each Executive Director’s employment will continue until terminated by either party by written notice. The notice periods applicable are six 
months, with the exception of Diana Hunter, for whom it is 12 months. Other fixed elements of the Executive Directors’ remuneration comprise a 
car allowance, life assurance, permanent health and disability insurance and private medical insurance. The Company may elect to terminate the 
employment of each Executive Director by making a payment in lieu of notice equal to their basic salary in a lump sum or monthly installments. 
Each of the Executive Directors has agreed to confidentiality undertakings, without limitation as to time, and have agreed to non-compete, 
non-solicitation and non-dealing restrictive covenants that apply for a period of 12 months following termination of employment with the Group in 
the case of Diana Hunter and six months following termination of their employment with the Group in all other cases.
Each Executive Director is eligible to participate in a discretionary annual bonus scheme on the terms decided by the Remuneration Committee 
from time to time. Initially maximum bonus is 20% of basic annual salary based 10% on EBITDA performance and 10% on personal objectives 
and subject to EBITDA targets being reached.
As at 27 April 2014 it was assessed that performance bonuses would be due and consequently £148,000 has been accrued. 
The Non-Executive Directors have entered into appointment letters. Under the terms of these letters, the Non-Executive Directors are entitled to 
an annual fee as set out below:
£
D A R Adams 65,000
M D Newman 40,000
S G Wilson 40,000
The appointments are terminable by either party with one months’ written notice. The Company may pay the Non-Executive Directors in lieu of 
their notice period. 
Remuneration report continued Conviviality Retail Plc Annual Report and Accounts 2014 25
Strategic report Governance Financials
Each Director in office at the date of approval of this report has confirmed that:
• So far as he/she is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
• He/she has taken all reasonable steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant 
audit information and to establish that the Company’s auditors are aware of that information.
In accordance with Section 489 of the Companies Act 2006, a resolution will be proposed at the AGM that Grant Thornton UK LLP be 
re-appointed as auditors.
Diana Hunter, CEO
11 July 2014
Auditors and disclosure of information to auditors 26 Conviviality Retail Plc Annual Report and Accounts 2014
The Directors are responsible for preparing the Strategic Report and the Directors’ Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have prepared the 
Group financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and 
elected to prepare financial statements for the parent company in accordance with United Kingdom Generally Accepted Accounting Practice 
(“United Kingdom Accounting Standards and applicable laws”). 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 the Company and of the profit or loss of the 
Group for that period. In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgments and accounting estimates that are reasonable and prudent;
• State whether applicable IFRSs and UK Accounting Standards have been followed, subject to any material departures disclosed and 
explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial 
statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and 
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
By order of the Board
Diana Hunter, CEO
11 July 2014
Statement of Directors’ responsibilities Conviviality Retail Plc Annual Report and Accounts 2014 27
Strategic report Governance Financials
We have audited the financial statements of Conviviality Retail plc (formerly Conviviality Retail Limited) for the 52 weeks ended 27 April 2014 which 
comprise the consolidated income statement, the consolidated statement of financial position, the consolidated statement of changes in equity, 
the consolidated statement of cash flows, the Company balance sheet and the related notes. The financial reporting framework that has been 
applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted 
by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is 
applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
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 28, 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 (“APB’s”) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at 
www.frc.org.uk/apb/scope/private.cfm.
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 27 April 2014 and of the 
Group’s profit for the period then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting 
Practice; 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 period 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.
Kevin Engel (Senior Statutory Auditor)
For and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Manchester 
11 July 2014
Independent auditor’s report to the members of  
Conviviality Retail Plc 28 Conviviality Retail Plc Annual Report and Accounts 2014
Note
Before 
exceptional 
items 
2014 
£000
Exceptional 
items 
2014 
£000
Total 
2014 
£000
Before 
exceptional 
items 
2013 
£000
Exceptional 
items
 2013 
£000
Total 
2013 
£000
Continuing operations
Revenue 355,718 – 355,718 371,783 – 371,783
Cost of sales (322,968) – (322,968) (340,124) – (340,124)
Gross profit 32,750 – 32,750 31,659 – 31,659
Operating expenses 4 (22,744) (3,869) (26,613) (20,880) (499) (21,379)
Operating profit 4 10,006 (3,869) 6,137 10,779 (499) 10,280
Finance income 6 29 – 29 32 – 32
Finance costs 6 (729) (612) (1,341) (3,734) – (3,734)
Profit before income tax 9,306 (4,481) 4,825 7,077 (499) 6,578
Income tax expense 7 (2,120) 807 (1,313) (1,810) – (1,810)
Profit for the financial period 7,186 (3,674) 3,512 5,267 (499) 4,768
Earnings per ordinary share
– Basic 8 6.1p 15.1p
– Diluted 8 5.7p 14.9p
The results for the financial period are derived from continuing operations.
There were no elements of other comprehensive income for any of the financial periods above other than those included in the consolidated 
income statements and therefore no statement of comprehensive income has been presented.
 
Consolidated income statement
For the 52 weeks ended 27 April 2014 Conviviality Retail Plc Annual Report and Accounts 2014 29
Strategic report Governance Financials
Note
2014 
£000
2013 
£000
Non-current assets
Property, plant and equipment 10 3,397 3,171
Goodwill 11 35,510 34,483
Intangible assets 12 810 –
Deferred taxation asset 20 1,117 2,156
Total non-current assets 40,834 39,810
Current assets
Assets held for sale 13 150 –
Inventories 14 11,778 13,455
Trade and other receivables 15 31,685 29,983
Cash and cash equivalents 16 9,974 12,299
Total current assets 53,587 55,737
Total assets 94,421 95,547
Current liabilities
Trade and other payables 17 (43,733) (47,729)
Borrowings 18 – (2,439)
Current taxation payable (837) (668)
Total current liabilities (44,570) (50,836)
Non-current liabilities
Borrowings 18 – (33,596)
Total liabilities (44,570) (84,432)
Net assets 49,851 11,115
Shareholders’ equity
Share capital 21 57 9
Share premium 22 34,020 904
Share-based payment and other reserves 22 956 (17)
Retained earnings 14,818 10,219
Total equity 49,851 11,115
 
These financial statements were approved and authorised for issue by the Board of Directors on 11 July 2014.
Diana Hunter, CEO
Conviviality Retail Plc
Company registration number: 5592636
Consolidated statement of financial position
As at 27 April 2014 30 Conviviality Retail Plc Annual Report and Accounts 2014
Note
Share 
capital
 £000
Share 
premium 
£000
Share-based 
payment 
and other 
reserves 
£000
Retained
earnings
£000
Total 
equity 
£000
Balance at 30 April 2012 9 904 – 6,451 7,364
Profit for the financial period – – – 4,768 4,768
Total comprehensive income for the period 9 904 – 11,219 12,132
Transactions with owners:
Dividends 9 – – – (1,000) (1,000)
Acquisition of shares for EBT 22 – – (84) – (84)
Share-based payment charge 5 – – 67 – 67
Total transactions with owners – – (17) (1,000) (1,017)
Balance at 28 April 2013 9 904 (17) 10,219 11,115
Profit for the financial period – – – 3,512 3,512
Total comprehensive income for the period – – – 3,512 3,512
Transactions with owners:
Issue of new deferred shares 21 41 (41) – – –
Issue of new ordinary shares 21 7 33,157 – – 33,164
Transfer of share-based payment charge 22 – – (2,379) 2,379 –
Dividends 9 – – – (1,292) (1,292)
Acquisition of shares for EBT 22 – – (10) – (10)
Disposal of shares from EBT – – 36 – 36
Share-based payment charge 28 – – 2,945 – 2,945
Deferred tax on share-based payment charge 20 – – 381 – 381
Total transactions with owners 48 33,116 973 1,087 35,224
Balance at 27 April 2014 57 34,020 956 14,818 49,851
Consolidated statement of changes in equity
For the 52 weeks ended 27 April 2014 Conviviality Retail Plc Annual Report and Accounts 2014 31
Strategic report Governance Financials
Note
2014
 £000 
2013 
£000
Cash flows from operating activities
Cash generated from operations 23 5,998 24,253
Interest paid (84) (3,429)
Income tax received/(paid) 42 (2,347)
Net cash generated from operating activities 5,956 18,477
Cash flows from investing activities
Purchases of property, plant and equipment 10 (1,548) (1,624)
Proceeds from sale of property, plant and equipment 134 66
Interest received 29 32
Purchase of subsidiary undertaking (net of cash acquired) 29 (1,456) –
Purchase of other business combinations 29 (457) –
Net cash used in investing activities (3,298) (1,526)
Cash flows from financing activities
Dividends paid 9 (1,292) (1,000)
Repayments of borrowings (37,310) (4,185)
Proceeds from sale of shares on IPO 33,164 –
Proceeds from sale of shares held by EBT 465 –
Purchase of shares for EBT 22 (10) (84)
Net cash used in financing activities (4,983) (5,269)
Net (decrease)/increase in cash and cash equivalents (2,325) 11,682
Cash and cash equivalents at beginning of the period 16 12,299 617
Cash and cash equivalents at the end of the period 16 9,974 12,299
 
Consolidated statement of cash flows
For the 52 weeks ended 27 April 2014 32 Conviviality Retail Plc Annual Report and Accounts 2014
1. General Information
The principal activity of Conviviality Retail Plc (the “Company”) and its subsidiaries (together, the “Group” or “Conviviality Retail”) is that of 
wholesale and retail supply of beers, wines, spirits, tobacco, grocery and confectionery. 
The Company is incorporated and domiciled in the United Kingdom. The address of its registered office is: Weston Road, Crewe, Cheshire CW1 
6BP. On 10 May 2013, the Company changed its name from Bargain Booze Holdings Limited to Conviviality Retail Limited and on 9 July 2013, 
re-registered as a public limited company and changed its name to Conviviality Retail Plc. The registered number of the Company is 5592636.
The financial information presented is for the 52 week periods ended 27 April 2014 and 28 April 2013. The consolidated financial information is 
presented in sterling, which is also the functional currency of the parent company, and has been rounded to the nearest thousand (£000).
2. Accounting Policies
The principal accounting policies applied in the preparation of the consolidated financial information are set out below. These policies have been 
consistently applied to all periods presented, unless otherwise stated.
Basis of preparation
The Consolidated Financial Statements for the 52 weeks ended 27 April 2014 have been prepared in accordance with International Financial 
Reporting Standards as adopted by the European Union (“IFRS”) and with those parts of the Companies Act 2006 applicable to companies 
reporting under IFRS.
The consolidated financial information has been prepared on a going concern basis and under the historical cost convention.
The first consolidated financial statements which were prepared under IFRS as adopted by the European Union, are the Historical Financial 
Information included within the AIM Admission Document. A copy of these financial statements can be obtained from the Group’s website  
www.convivialityretail.co.uk. The date of transition to IFRS was 1 May 2010, and disclosures concerning the transition from UK GAAP to IFRS are 
detailed in note 28 of the AIM Admission Document. Therefore, the consolidated financial statements for the 52 weeks ended 27 April 2014 do not 
constitute the first IFRS financial statements of the Group, and accordingly no associated disclosures are provided. 
The Directors have prepared cash flow forecasts for the period until April 2015. Based on these, the Directors confirm that there are sufficient 
cash reserves to fund the business for the period under review, and believe that the Group is well placed to manage its business risk successfully. 
For this reason they continue to adopt the going concern basis in preparing the financial statements.
Basis of consolidation
The financial information comprises a consolidation of the financial information of Conviviality Retail Plc and all its subsidiaries. The financial period 
ends of all Group entities 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.
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.
The Group operates an employee benefit trust (“EBT”) and a Franchisee incentive trust (“FIT”) for the purposes of acquiring shares to fund share 
awards made to employees and Franchisees respectively. The assets and liabilities of these trusts have been included in the consolidated 
financial information. The cost of purchasing own shares held by the EBT and FIT are accounted for in other reserves. 
 
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of acquisition is measured at the aggregate of the fair 
values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued. 
Identifiable assets acquired and liabilities and contingent liabilities assumed are recognised at the fair values at the acquisition date. 
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, the difference is recognised directly in the income statement.
Notes to the financial statements  Conviviality Retail Plc Annual Report and Accounts 2014 33
Strategic report Governance Financials
2. Accounting Policies continued
Critical accounting estimates and assumptions
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 consolidated 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 events ultimately may differ from those estimates.
Estimates and judgments 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 judgment 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
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units (“CGU”) to which goodwill has 
been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and a 
suitable discount rate in order to calculate present value. The estimation of the timing and value of underlying projected cash flows and selection 
of appropriate discount rates involves management judgment. Subsequent changes to these estimates or judgments may impact the carrying 
value of the goodwill, which at 27 April 2014 was £35,510,000 (note 11).
(b) Impairment of trade receivables
The assessments undertaken in recognising provisions and contingencies have been made in accordance with IAS 39. A provision for the 
impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all outstanding amounts in 
full due to the receivables being classified as “bad” or there are indications that the collection is “doubtful”. The amount of any loss is recognised in 
the income statement within operating costs. Subsequent recoveries of amounts previously written off are credited against operating costs in the 
income statement. The carrying value of trade receivables at 27 April 2014 is £30,808,000 and the associated provision is £1,629,000 (note 15).
(c) Share options
The estimation of share-based payment costs requires the selection of an appropriate valuation model, consideration as to the inputs necessary 
for the valuation model chosen, and the estimation of the number of awards that will ultimately vest. The key assumptions are on expected life of 
share options, volatility of shares, the risk free yield to maturity and expected dividend yield. The total charge for equity and cash-settled 
share-based payments for the financial year was £3,433,000 (note 28).
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 Executive Directors.
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 Company’s 
and subsidiaries’ functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. 
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the exchange ruling at that date. Foreign 
exchange gains and losses arising on translation are recognised in the income statement for the period.
Revenue
Revenue is in respect of wholesale and retail distribution in the UK, and is recognised when the significant risks and benefits of ownership of the 
product has been transferred to the buyer. Revenue is the total amount receivable by the Group for goods supplied, excluding VAT and trade discounts. 
Wholesale revenue is recognised on dispatch of the product from the warehouse. 
Retail revenue is recognised at the point of sale to the buyer, which is when goods are delivered to the customer. 
Cost of sales
Cost of sales represent the cost to the Group of the product sold. It consists of all external costs incurred in procuring goods for resale and 
delivering them to the distribution warehouses, as well as any adjustments to inventory.  34 Conviviality Retail Plc Annual Report and Accounts 2014
2. Accounting Policies continued
Operating costs
Operating costs consists of distribution costs, administrative expenses, head office costs, and the costs associated with running corporately 
owned stores.
Property, plant and equipment
Items of property, plant and equipment are stated at historic purchase cost less accumulated depreciation and any provision for impairment. 
Cost includes the original purchase price of the asset and the costs attributable to bringing the asset into 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 over its estimated useful life. 
No depreciation is provided on land.
Leasehold buildings shorter of lease term and 50 years
Plant and equipment 3 to 10 years
Motor vehicle 18 months
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each reporting 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 is tested annually for impairment, or more frequently if events or changes in circumstances indicate 
that the carrying value may be impaired, and is carried at cost less accumulated impairment losses. 
Goodwill is allocated to CGUs for the purpose of impairment testing. A CGU is identified at the lowest aggregation of assets that generate largely 
independent cash inflows, and that which is looked at by management for monitoring and managing the business. The Group’s two CGUs, are 
Bargain Booze and Wine Rack. 
If the recoverable amount of the CGU is less than the carrying amount, an impairment loss is allocated first to reduce the carrying amount of any 
goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. Any 
impairment is recognised immediately in the income statement and is not reversed. Gains and losses on the disposal of an entity include the 
carrying amount of goodwill relating to the entity sold.
Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested 
for impairment at that date. 
(b) Other intangible assets
Intangible assets are carried at cost less accumulated amortisation and any impairment losses. Intangible assets arising on acquisition of 
subsidiaries are recognised separately from goodwill if the fair value of these assets can be identified separately and measured reliably.
Amortisation is calculated on a straight-line basis over the estimated useful life of the intangible asset. The useful life of the Group’s intangible 
asset is 20 years, with a residual value of £Nil.
Impairment reviews are carried out if events or changes in circumstances indicate that the carrying value of an asset may be impaired. 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. Impairment losses are not reversed.
Assets held for sale
Non-current assets are classified as held for sale if the carrying amount will be recovered through a sale transaction rather than through 
continuing use. This condition is regarded as met only when the sale is highly probable, management is committed to a sale plan, the asset is 
available for immediate sale in its present condition and the sale is expected to be completed within one year from the date of classification. 
These assets are measured at the lower of carrying value and fair value less costs to sell. 
Inventory
Inventory comprises goods held for resale which are valued at the lower of cost and net realisable value. Cost is calculated using the first in, first 
out method. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. 
Provision is made for slow moving and obsolete stock if required. 
 
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 35
Strategic report Governance Financials
2. Accounting Policies continued
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, 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 outstanding amounts in full due to the receivables being classified as “bad” or there are indications that collection is “doubtful”.
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 operating costs. 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 operating costs 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. Trade 
payables 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 the income statement over the period of the 
borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of 
the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable 
that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the 
facility to which it relates.
Dividends
Interim dividends on ordinary shares are recognised in equity in the period in which they are paid. Final dividends on ordinary shares are 
recognised when they have been approved either at the AGM or by the Board of Directors.
Leases
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All 
other leases are classified as operating leases. 
Operating leases
Assets leased under operating leases are not recorded on the statement of financial position. Rental payments are charged directly to the income 
statement on a straight-line basis over the lease term. Any lease incentives, primarily up-front cash payments or rent-free periods, are capitalised 
and spread over the period of the lease term. 
Taxation
The tax expense for the period comprises of current and deferred tax. Tax is recognised in the income statement, except to the extent that it 
relates to items recognised directly in other comprehensive income or in equity. In this case, the tax is 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 reporting 
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 historical financial information. Deferred tax is calculated at the tax rates that have been 
enacted or substantively enacted by reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax 
liability is settled. 36 Conviviality Retail Plc Annual Report and Accounts 2014
2. Accounting Policies continued
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 reporting 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 stakeholder defined contribution pension scheme. None of the Group’s employees have joined the stakeholder pension 
scheme and consequently there are no contributions recognised as an employee benefit expense.
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 judgment 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 Groups’ financial performance.
Share-based payments
The Group issues equity and cash-settled share-based payments to certain employees and Franchisees. Equity-settled share-based payments 
are measured at fair value, excluding the effect of non market-based vesting conditions, at the date of grant. The fair value determined at the 
grant date, is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and 
adjusted for the effect of non market-based vesting conditions. 
Fair value is measured using a Black-Scholes pricing model. The expected useful life used in the models has been adjusted, based on 
management’s best estimate, for the effects of exercise restrictions and behavioural considerations. 
For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value 
determined at each reporting date. 
Equity
Equity comprises the following:
• “Share capital” represents the nominal value of equity shares;
• “Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the 
share issue;
• “Share-based payment and other reserves” incorporates purchase of own shares, movement in the Group’s EBT and FIT, and the IFRS 2 
“Share-based payment” charge for the year.
• “Retained earnings” represents cumulative retained earnings.
New standards and interpretations
At the date of authorisation of the financial information, the following standards and interpretations were in issue but not yet effective, and have 
not been early adopted by the Group:
• IFRS 10, “Consolidated Financial Statements” (effective 1 January 2013)
†
• IFRS 11, “Joint Arrangements” (effective 1 January 2013)
†
• IFRS 12, “Disclosures of Interests in Other Entities” (effective 1 January 2013)
†
• IAS 27 (revised), “Separate Financial Statements” (effective 1 January 2013)
†
• IAS 28 (revised), “Investments in Associates and Joint Ventures” (effective 1 January 2013)
†
• IFRIC Interpretation 21 “Levies” (effective 1 January 2014);
• Transition Guidance – Amendments to IFRS10, IFRS11 and IFRS12 (effective 1 January 2013)
†
• Investment Entities – Amendments to IFRS10, IFRS12 and IAS 27 (effective 1 January 2014)
†
• “Offsetting financial assets and financial liabilities”, Amendments to IAS 32 (effective 1 January 2014)
• “Recoverable Amount Disclosures for Non-Financial Assets”, Amendments to IAS 36 (effective 1 January 2014);
• Novation of Derivatives and Continuation of Hedge Accounting, Amendments to IAS 39 (effective 1 January 2014);
† EU endorsed effective from 1 January 2014.
The adoption of these standards and interpretations is not expected to have a material impact on the Group in the period they are applied.
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 37
Strategic report Governance Financials
3. Segment Information
The Group’s activities consist of the wholesale and retail distribution of beers, wines, spirits, tobacco, grocery and confectionery within the United 
Kingdom. The Executive Directors of the Board are considered to be the chief operating decision maker (“CODM”). The business is managed as 
one entity, and activities are not split into any further regional or product subdivisions in the internal management reporting, as any such split 
would not provide the Group’s management with meaningful information. Consequently, all activities relate to this one segment.
The CODM manages the business using EBITDA pre-exceptional and share-based payment costs. The table below provides a reconciliation from 
this figure, to the reported profit before tax in the consolidated income statement.
2014 
£000
2013 
£000
EBITDA 12,425 12,582
Depreciation (1,753) (1,704)
Amortisation (28) –
Non-exceptional share-based payment charge (638) (67)
Exceptional costs (note 4b) (3,869) (499)
Net finance expense (700) (3,734)
Exceptional finance expense (note 6) (612) –
Profit before income tax 4,825 6,578
No individual customer accounts for 10% or more of the Group’s revenue in either 2014 or 2013.
4. Operating Profit
(a) Operating profit is arrived at after charging
Note
2014 
£000
2013 
£000
Distribution 6,255 6,524
Depreciation of property, plant and equipment 10 1,753 1,704
Amortisation of intangible assets 12 28 –
Loss on disposal of property, plant and equipment 8 24
Operating lease payments:
– Land and buildings 1,360 1,030
– Plant and machinery 400 388
Share-based payment expense (non-exceptional) 28 638 67
Exceptional items 4(b) 3,869 499
(b) Exceptional costs
The exceptional costs which are recognised within operating costs, are analysed below:
2014
 £000
2013 
£000
Costs associated with the IPO 3,086 –
Costs associated with acquisitions 344 –
Other non-recurring events and projects 439 499
Total exceptional items 3,869 499
The costs associated with the IPO consist of the fair value of the executive share options vesting on IPO (£1,936,000), NIC payable on these 
options (£462,000), the fair value of the warrant issued to Zeus as described in the AIM admission document dated 18 July 2013 (£397,000), costs 
associated with IPO that were not met by the previous shareholders (£720,000) and a one-off gain on sale of shares held by the EBT of £429,000. 
Costs associated with acquisitions include £178,000 incurred in respect of the purchase of L.C.L. Enterprises Limited (Wine Rack) and £166,000 
in respect of the trade and assets purchase of 26 stores from R N B Stores Limited. Further details of these transactions are included in notes 29 
and 30 respectively. 
Other non-recurring events and projects of £439,000 (2013: £499,000) relate to professional and consultancy charges arising from one-off 
transactional activity, and restructuring and reorganisation costs following an exercise to create efficiencies and streamline processes. 38 Conviviality Retail Plc Annual Report and Accounts 2014
4. Operating Profit continued
(c) Auditor remuneration
During the period the Group obtained the following services from the Company’s auditor:
2014 
£000
2013 
£000
Fees payable to the Company’s auditor for the audit of the consolidated and Company financial statements 40 17
Fees payable to the Company’s auditor for other services:
– Audit of the accounts of any associate of the Company – 10
– Audit-related assurance services 4 –
– Taxation compliance services 11 4
– Services relating to corporate finance transactions 102 –
– Other assurance services 41 –
Total fees payable to the Company’s auditors 198 31
5. Employee Costs
(a) Employee benefits expense
2014 
£000
2013 
£000
Wages and salaries 7,263 6,082
Social security costs 904 643
Social security costs on share-based payment charge (note 28) 488 –
Share-based payment charge (note 28) 2,123 67
Compensation for loss of office 857 –
Employee benefit expenses included in operating profit 11,635 6,792
The average monthly number of people (including Executive Directors) employed by the Group during the period was:
2014
Number
2013
Number
Directors 6 9
Administration 61 47
Marketing, selling and distribution 143 149
Retail staff 143 18
353 223
(b) Directors’ remuneration
The remuneration of the Directors comprise:
 2014 
£000
2013 
£000
Salaries, fees and other short-term employee benefits 1,254 1,303
Compensation for loss of office 653 –
Payment in lieu of pension contribution 53 –
Total salaries and other short-term employment benefits 1,960 1,303
Share-based payments charge (operating expenses) 179 67
Share-based payment charge (exceptional items) 1,916 –
Gains on exercise of share options 1,085 –
5,140 1,370
The highest paid Director’s compensation is as follows:
2014
£000
2013
£000
Salaries, fees and other short-term employee benefits 563 332
 
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 39
Strategic report Governance Financials
6. Finance Income and Expense
2014 
£000
2013 
£000
Finance income
Bank interest receivable 29 32
Total finance income 29 32
Finance expense
On invoice discounting facility 12 –
On bank loans 54 285
Amortisation of deferred arrangement costs – 102
On loan notes 663 3,347
Non-exceptional finance expense 729 3,734
Exceptional finance expense 612 –
Total finance expense 1,341 3,734
Exceptional finance expenses include one off charges arising on early resettlement of borrowings as part of the IPO.
7. Income Tax Expense
2014 
£000
 2013 
£000
Current tax
Current tax on profits for the period 55 2,161
Adjustment in respect of prior periods – (307)
Total current tax 55 1,854
Deferred tax:
Origination and reversal of temporary differences 1,183 (136)
Changes in taxation rate 75 92
Total deferred tax (note 20) 1,258 (44)
Income tax expense 1,313 1,810
The tax charge differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated 
entities as follows:
2014 
£000
2013 
£000
Profit before tax 4,825 6,578
Profit on ordinary activities multiplied by rate of corporation tax in the UK of 22.85% (2013: 23.9%) 1,103 1,572
Tax effects of:
– Expenses not deductible for tax purposes 152 157
– Differences between capital allowances and depreciation 16 146
– Temporary differences (33) (128)
– Changes in taxation rate 75 92
– Utilisation of losses – 278
– Adjustment in respect of prior periods – (307)
Tax charge 1,313 1,810
Factors that may affect future tax charges
During the 52 weeks ended 27 April 2014, as a result of the change in the UK main corporation tax rate from 23% to 21% (2013: 24% to 23%) that 
was substantively enacted on 2 July 2013 and that is effective from 1 April 2014, the relevant deferred tax balances have been re-measured.  40 Conviviality Retail Plc Annual Report and Accounts 2014
8. Earnings Per Ordinary Share
On 8 July 2013, each A ordinary share and each B ordinary share was sub-divided into 36.77614821 ordinary shares resulting in a total of 
33,536,098 ordinary shares. During the year, an additional 33,176,922 ordinary shares were issued (note 21). 
The earnings per share calculations for the 52 weeks ended 27 April 2013 have been restated to reflect the share restructuring.
2014 2013 
Profit attributable to ordinary shareholders (£000) 3,512 4,768
Basic earnings per share (pence) 6.1 15.1
Diluted earnings per share (pence) 5.7 14.9
Basic and diluted earnings per share are calculated by dividing the profit for the period attributable to equity holders by the weighted average 
number of shares.
2014 
Number
2013 
Number
Basic weighted average 57,285,762 31,520,579
Diluted weighted average 62,118,389 32,020,404
The difference between the basic and diluted average number of shares represents the dilutive effect of share options and warrants in existence. 
The weighted average number of shares can be reconciled to the weighted average number of shares including dilutive shares as follows:
2014 
Number 
2013 
Number
Basic weighted average shares 57,285,762 31,520,579
Diluted effect of 
– Exceptional employee share incentive plans, resulting from IPO 2,331,357 499,825
– Warrant granted to Zeus Capital (note 28) 839,902 –
– Employee share incentive plan 733,938 –
– Franchisee share incentive plan 927,430 –
Total dilutive effect of share incentive plans 4,832,627 499,825
Diluted weighted average number of shares 62,118,389 32,020,404
Adjusted earnings per share
Although not presented on the face of the Income statement, the adjusted earnings per share, profit after tax, but before exceptional items, is 
calculated below:
2014 2013 
Profit after tax before exceptional items attributable to ordinary shareholders (£000s) 7,186 5,267
Adjusted Basic earnings per share (pence) 12.5 16.7
Adjusted Diluted earnings per share (pence) 11.6 16.4
Adjusted basic and diluted earnings per share are calculated by dividing the profit after tax but before exceptional items by the weighted average 
number of shares, which is the same as disclosed in the table above. 
 
9. Dividends
Amounts recognised as distributions to ordinary shareholders in the period comprise:
2014 
£000
2013 
£000
Interim dividend for 2013 of 110 pence per A and B ordinary share – 1,000
Interim dividend for 2014 of 2 pence per ordinary share 1,334 –
Less amounts received by the Employee Benefit Trust (42) –
1,292 1,000
The 2014 final proposed dividend of £4,002,000 (six pence per share) has not been accrued as it had not been approved by the period end.
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 41
Strategic report Governance Financials
10. Property, Plant and Equipment
Leasehold 
land and 
buildings 
£000
Plant and 
equipment 
£000
Motor 
vehicle 
£000
Total 
£000
Cost 
At 30 April 2012 302 7,866 11 8,179
Additions – 1,624 – 1,624
Disposals – (512) – (512)
At 28 April 2013 302 8,978 11 9,291
Acquisitions through business combinations (note 29) 596 390 11 997
Additions – 1,501 47 1,548
Disposals (2) (874) – (876)
At 27 April 2014 896 9,995 69 10,960
Depreciation
At 30 April 2012 155 4,672 11 4,838
Charge for the period 25 1,679 – 1,704
Disposals – (422) – (422)
At 28 April 2013 180 5,929 11 6,120
Acquisitions through business combinations (note 29) 209 214 1 424
Charge for the period 64 1,667 22 1,753
Disposals (1) (733) – (734)
At 27 April 2014 452 7,077 34 7,563
Net book value
At 27 April 2014 444 2,918 35 3,397
At 28 April 2013 122 3,049 – 3,171
11. Goodwill
Total 
£000
Cost and net book value
At 30 April 2012 and 28 April 2013 34,483
Acquisitions through business combinations (note 29) 1,177
Transferred to assets held for sale (note 13) (150)
At 27 April 2014 35,510
Goodwill acquired in a business combination is allocated, at acquisition, to the CGUs that are expected to benefit from that business combination 
or are established as a result of the business combination. The carrying amount of goodwill has been allocated as follows:
£000
Bargain Booze 34,790
Wine Rack 720
Goodwill has an indefinite useful life and is subject to annual impairment testing. The recoverable amounts of the CGUs are determined from 
value-in-use calculations. The value in use is the present value of the pre-tax cash flow projections. The key assumptions used in determining 
value in use are growth rates and the discount rate. 
Cash flow projections are based on the most recent financial budgets approved by management for one year. Subsequent cash flows are 
extrapolated using an estimated annual growth rate for a further nine years and terminal growth rates of 0% are then applied to perpetuity. 
These rates are below the average growth rate for the industry. The rate used to discount the projected cash flows, being a pre-tax risk-adjusted 
discount rate, is 8%. Risk factors are similar in each of the Group’s CGUs. 42 Conviviality Retail Plc Annual Report and Accounts 2014
11. Goodwill continued
The result of this review was that no impairment is required in respect of the carrying values of the goodwill. The Group has conducted a 
sensitivity analysis on the impairment test of each CGU’s carrying value including reducing sales levels and increasing the discount rate. At 27 
April 2014, no reasonably expected change in the key assumptions would give rise to an impairment charge for either CGU, and the assumptions 
accordingly, are not sensitive.
12. Intangible Assets
£000
Cost
At 30 April 2012 and 28 April 2013 –
Acquisitions through business combinations (note 29) 838
At 27 April 2014 838
Amortisation
At 30 April 2012 and 28 April 2013 –
Charge for the year 28
At 27 April 2014 28
Net book value
At 27 April 2014 810
At 28 April 2013 –
Acquired brands are initially recognised at their fair value on acquisition and amortised over 20 years. 
13. Assets Held for Sale
2014
£000
2013
£000
Transferred from goodwill (note 11) 150 –
Assets held for sale relates to a number of corporately-owned stores which, at 27 April 2014, were being actively marketed to potential 
Franchisees. These assets have subsequently been disposed arising in a gain to the Group.
14. Inventories
2014 
£000
2013 
£000
Goods for resale 11,778 13,455
No security has been granted over inventories. The Group operates a bonded warehouse and as such the majority of the licensed stock held is 
under bond and valued excluding duty. The duty payable when sold will be £5,766,000 (2013: £3,384,000).
The cost of inventories recognised as an expense and included in cost of sales amounts to £322,968,000 (2013: £340,124,000).
15. Trade and Other Receivables
2014 
£000
2013 
£000
Trade receivables 30,808 30,115
Less: provision for impairment of trade receivables (1,629) (1,453)
Net trade receivables 29,179 28,662
Other debtors 80 5
Prepayments and accrued income 2,426 1,316
31,685 29,983
The difference between the carrying value and fair value of all receivables is not considered to be material. As of 27 April 2014, trade receivables 
of £808,000 (2013: £1,363,000) were past due but not impaired. These relate to customers and Franchisees for which there is no recent history of 
default. All of the past due but not impaired receivables have been outstanding for less than six months.
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 43
Strategic report Governance Financials
15. Trade and Other Receivables continued
Movements on the Group provision for impairment of trade receivables are as follows:
2014 
£000
2013 
£000
Opening 1,453 1,148
Provision for receivables impairment 1,140 1,246
Receivables written off as uncollectable (964) (941)
Closing 1,629 1,453
 
Provisions are estimated based upon past default experience and management’s assessment of the current economic environment. The creation 
and release of receivables is charged/(credited) to operating expenses in the income statement. Trade receivables consist of a large number of 
Franchisees for whom there is no significant history of default. The credit risk of the Franchisees is assessed by taking account of their financial 
positions, past experiences and other relevant factors. Individual Franchisee credit limits are imposed based on these factors. The maximum 
exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above. In the event of a default in 
payment by a Franchisee, the Group may recover unpaid inventory held in the Franchisee’s store. 
16. Cash and Cash Equivalents
2014 
£000
2013 
£000
Cash at bank and in hand 9,974 12,299
17. Trade and Other Payables
2014 
£000
2013 
£000
Trade payables 37,039 41,378
Social security and other taxes 1,424 1,606
Accruals and deferred income 5,270 4,745
43,733 47,729
Trade and other payables comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade 
purchases is 35 days (2013: 38 days). The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
The Group entered into a receivables finance facility agreement dated 18 July 2013 Under this agreement the Group can sell any debts owed to 
Bargain Booze Limited by its customers who have purchased goods or services from Bargain Booze Limited. The maximum facility available is 
80% of the allowable trade receivables up to £17,000,000. At 27 April 2014, the amount drawn down under this facility was £Nil (2013: £Nil). 
The discount margin for the funding of debts is 1.45%. There is a non-utilisation fee of 0.2% of the available facility from time to time, payable 
during the minimum period of the facility, being 36 months from the date of the agreement.
The Group has also put in place bank-issued guarantees for the benefit of certain suppliers amounting to £13,500,000 at 27 April 2014 
(2013: £13,500,000). The arrangement fee was 0.75% of the facility limit and commission is payable on the maximum liability under each 
guarantee issued at the rate of 1% per annum.
All amounts outstanding under both facilities are secured by debentures over certain assets of the Group.
  44 Conviviality Retail Plc Annual Report and Accounts 2014
18. Borrowings
2014 
£000
2013 
£000
Non-current
Bank loans – 3,049
Less: deferred arrangement fees – (358)
– 2,691
Loan notes – 30,905
– 33,596
Current
Bank loans – 2,439
Total borrowings – 36,035
All borrowings were repaid on 31 July 2013, as part of the IPO. Up to this date the bank loan bore an interest rate of 3.5%. above LIBOR and was 
repayable in quarterly installments, and the loan notes bore an interest rate of 9% with no determined repayment schedule.
19. Financial Risk Management and Financial Instruments
The Group’s activities expose it to a variety of financial risks. The main financial risks faced by the Group relate to the risk of default by counter-
parties to financial transactions and the availability of funds to meet business needs. These risks are managed as described below.
The Group’s risk management is coordinated at its headquarters, in close cooperation with the board of Directors, and focuses on actively 
securing the Group’s short to medium-term cash flows by minimising the exposure to financial risks.
The Group does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant 
financial risks to which the Group is exposed are described below.
(a) Credit risk
The Group’s principal assets subject to credit risk are cash deposits, cash and trade receivables. The credit risk associated with cash is limited. 
The principal credit risk arises from non-recovery of trade receivables. In order to manage credit risk, the Franchise agreement states collection 
by direct debit, and credit 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.
(b) Market risk
The Group finances its operations through a mixture of retained profits, ordinary shares, and an invoice discounting facility. At 27 April 2014, the 
drawdown on the invoice discounting facility was £Nil. 
 
(c) Interest rate risk
Until 31 July 2013, the Group also financed its operations through long-term borrowings, resulting in exposure to interest rate risk. Borrowings 
issued at variable rates exposed the Group to cash flow interest rate risk which was partially offset by cash held at variable rates. Borrowings 
issued at fixed rates exposed the Group to fair value interest rate risk. Following repayment of the borrowings, the Group has no significant 
interest rate risk. 
 
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 45
Strategic report Governance Financials
19. Financial Risk Management and Financial Instruments continued
The interest rate exposure of financial assets and liabilities of the Group is shown below.
2014
Fixed
£000
Floating
£000
Zero
£000
Total
£000
Financial assets
Cash and short-term deposits – 9,974 – 9,974
Trade and other receivables – – 29,179 29,179
Financial liabilities
Trade and other payables – – (37,039) (37,039)
Total – 9,974 (7,860) 2,114
2013
Fixed
£000
Floating
£000
Zero
£000
Total
£000
Financial assets
Cash and short-term deposits – 12,299 – 12,299
Trade and other receivables – – 28,662 28,662
Financial liabilities
Trade and other payables – – (41,378) (41,378)
Bank loans – (5,488) – (5,488)
Loan notes (30,905) – – (30,905)
(30,905) 6,811 (12,716) (36,810)
The Group had the following available undrawn facilities:
2014
£000
2013
£000
Against trade receivables 16,645 13,338
(d) Foreign exchange risk
The Group is exposed to a negligible element of foreign exchange risk, with only a limited number of supplies from abroad and all sales made in 
the UK.
(e) 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. The Group monitors its cash resources through short, medium and long-term cash forecasting, against available facilities. 
Short-term flexibility is achieved by the use of an invoice discounting facility, the details of which are set out in the table above. The maturity  
of borrowings is set out in note 18. All of the Group’s other financial liabilities are due within one year. 
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 cash and cash equivalents and equity attributable 
to equity holders of the Company comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of 
changes in equity. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return 
capital to shareholders, issue new shares or sell assets to reduce debt. The Group’s capital is not restricted. Management may seek additional 
external borrowings to fund the future investment and growth of the Group.
In addition the Group has entered into a receivables finance facility agreement under which the maximum facility available is £17,000,000. The 
Group draws down on this facility from time to time as required to support short-term working capital movements. The amount drawn down at 
27 April 2014 is £Nil (2013: £Nil).
Fair values
Financial instruments utilised by the Group during the 52 week periods ended 27 April 2014 and 28 April 2013, 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. 46 Conviviality Retail Plc Annual Report and Accounts 2014
19. Financial Risk Management and 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.
Fair values of financial assets and financial liabilities
Set out below is a comparison by category of the carrying values and fair values of all the Group’s financial assets and financial liabilities.
2014 
£000
2013 
£000
Carrying amount and fair value
Financial assets
Cash and short-term deposits 9,974 12,299
Trade and other receivables 32,802 32,139
42,776 44,438
Financial liabilities
Trade and other payables (44,570) (48,397)
Bank loans – (5,488)
Loan notes – (30,905)
(44,570) (84,790)
The fair value of trade receivables and payables is considered to be equal to the carrying values of these items due to their short-term nature. All 
other financial assets and liabilities are carried at amortised cost. Cash is held with counterparties with a credit rating of A and BBB+.
20. Deferred Taxation Asset
£000
At 1 May 2012 2,112
Credited to the income statement 44
At 28 April 2013 2,156
Charged to the income statement (note 7) (1,258)
Credited to equity 381
Arising on acquisition of subsidiary (note 29) (162)
At 27 April 2014 1,117
The deferred tax asset is made up as follows:
2014
£000
2013
£000
Accelerated capital allowances 308 292
Other temporary differences 809 1,864
1,117 2,156
The recoverability of the deferred tax asset is dependent on future taxable profits in excess of those arising from the reversal of deferred tax 
liabilities. The deferred tax asset has been recognised to the extent that it is considered to be recoverable based on forecasts for future periods. 
At 27 April 2014, the value of the unrecognised deferred tax asset is £Nil (2013: £Nil).
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 47
Strategic report Governance Financials
21. Share Capital
2014 
£000
2013 
£000
Authorised, allocated, called up and fully paid
686,112 A ordinary shares of £0.01 each – 7
225,786 B ordinary shares of £0.01 each – 2
66,713,020 ordinary shares of £0.0002 each 13 –
217,508,802 deferred shares of £0.0002 each 44 –
Total 57 9
On 8 July 2013, each A ordinary share and each B ordinary share was sub-divided into 36.77614821 £0.0002 ordinary shares, (rounded up in 
respect of each shareholder’s aggregate holding). On the same date, a further 33,163,902 £0.0002 ordinary shares were issued for £1 each 
resulting in a total of 66,700,000 £0.0002 ordinary shares.
On 8 July 2013, each A ordinary share and each B ordinary share was sub-divided into 13.22385179 £0.0002 deferred shares (rounded down in 
respect of each shareholder’s aggregate holding). On the same date, a further 205,000,000 £0.0002 deferred shares were issued at par, funded 
from the Company’s un-distributable reserves, resulting in a total of 217,058,802 £0.002 deferred shares.
Holders of deferred shares do not have any right to receive notice of any general meeting or to attend, speak or vote at any general meeting of the 
Company. No dividend shall arise on deferred shares save for a cumulative fixed rate dividend of 0.000001% per annum of the nominal value of the 
deferred shares. On a return of capital on a winding up, holders of deferred shares shall receive only an amount equal to each deferred share’s 
nominal value after all other shares have received £1,000,000 and deferred shares shall have no other rights to participate in the assets or profits of 
the Company. The Company may redeem or purchase all or any of the deferred shares for an aggregate sum equal to the accrued, but unpaid 
dividend due on such shares and any Director may execute any transfer of such deferred shares on behalf of the holders of such deferred shares.
The A and B ordinary shares held equal voting rights and ranked pari passu in all respects other than in respect of dividends where the A ordinary 
shareholders were entitled to receive, under certain circumstances, a participating dividend in priority to the B ordinary shareholders. Details of 
dividends paid in respect of these shares in the 52 weeks to 28 April 2013 are disclosed in note 9.
The Company entered into a block listing arrangement with AIM in respect of the notification to AIM of allotments of 15,000 new ordinary shares 
of £0.0002 each in the capital of the Company to satisfy the requirement to allot matching shares at the time of purchase of partnership shares 
for the Bargain Booze Share Incentive Plan (note 28). In this regard, the following issues occurred during the year
Date Number
22 November 2013 2,030
23 December 2013 2,199
22 January 2014 2,022
24 February 2014 2,147
24 March 2014 2,396
22 April 2014 2,226
13,020 48 Conviviality Retail Plc Annual Report and Accounts 2014
22. Other Reserves
Share 
premium 
£000
Share-based 
payment 
and other 
reserves 
At 30 April 2012 904 –
Share-based payment charge – 67
Acquisition of shares for the EBT – (84)
At 28 April 2013 904 (17)
Share-based payment charge (note 28) – 2,945
Deferred tax on share-based payment charge (note 20) – 381
Transfer of share-based payment charge for vested options – (2,379)
Acquisition of shares for the EBT – (10)
Disposal of shares from EBT – 36
Issue of new deferred shares (note 21) (41) –
Premium arising on shares issued in the period (note 21) 33,157 –
At 27 April 2014 34,020 956
Included within the Group operations is Bargain Booze EBT Trustees Limited (“the EBT”). The EBT purchases shares to fund the share option 
schemes. At 27 April 2014, the Trust held 2,129,176 ordinary shares (2013: 84,405 B ordinary shares, restated to 3,104,091 ordinary shares) with a 
cost of £58,107 (2013: £84,405). During the 52 weeks ended 27 April 2014 the Trust purchased 9,119 B ordinary shares at a cost of £10,000 
(subsequently re-designated as 335,361 ordinary shares), and 13,020 ordinary shares at a cost of £26. The trust sold shares with a cost of £36,322. 
23. Cash Generated From Operations
2014 
£000
2013 
£000
Profit before tax including acquisitions: 4,825 6,578
Adjustments for:
– Depreciation 1,753 1,704
– Amortisation 28 –
– Loss on sale of property, plant & equipment 8 24
– Gain on sale of shares held by EBT (429) –
– Equity-settled share options charge (note 28) 2,945 67
– Net finance costs (note 6) 1,312 3,702
– Decrease in inventories 2,722 785
– (Increase)/decrease in trade and other receivables (1,342) 1,613
– (Decrease)/increase in trade and other payables (6,002) 9,780
– Costs associated with acquisition of subsidiary (note 29) 178 –
Cash generated from operations 5,998 24,253
The operating cash flows include an exceptional outflow of £439,000 in the 52 weeks ended 27 April 2014 (2013: £499,000) which relates to 
professional and consultancy charges arising from transactional activity and other one-off projects. There is a further £720,000 (2013: £Nil) of 
one-off exceptional costs incurred on IPO included within operating cash flows.
 
24. Contingencies
The Group had guarantees in place with HMRC amounting to £Nil (2013: £125,000).
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 49
Strategic report Governance Financials
25. Commitments Under Operating Leases
At the reporting date the Group had the following future aggregate minimum lease payments under non-cancellable operating leases:
Land and buildings Other
2014
£000
2013
£000
2014
£000
2013
£000
Within 1 year 1,681 1,048 290 317
Between 2 and 5 years inclusive 4,440 2,928 409 208
After 5 years 2,738 1,291 – –
Total 8,859 5,267 699 525
There are no significant obligations or incentives attached to any of the Group’s lease agreements.
26. Capital Commitments
At 27 April 2014, amounts contracted for but not provided in the consolidated financial statements for the acquisition of property, plant and 
equipment amounted to £519,000 (2013: £Nil).
27. Pension Commitments
The Company operates a stakeholder pension scheme. None of the Group’s employees have joined the stakeholder pension scheme and 
consequently there are no contributions recognised as an employee benefit expense or any amount accrued at each of the 52 week periods 
ended 27 April 2014 and 28 April 2013. Following the introduction of auto-enrolment in respect of employee participation in pension schemes, the 
Group commenced making contributions to employee pension schemes from 1 June 2014.
28. Share-based Payments
The Group makes equity-settled share awards to senior executives, employees and Franchisees under three different share option plans. An accrual 
has been made for national insurance due on exercise of share options and treated as a cash-settled share-based payment. In addition an equity-
settled share-based payment charge has been recognised in respect of a share warrant granted to Zeus Capital which vested on successful 
admission to AIM. Further details of the three plans are provided below. The amounts recognised in respect of these schemes is as follows:
2014 2013
Non-
exceptional
£000
Exceptional
£000
Total
£000
Total
£000
Equity-settled share-based payment
ESOP 186 1,936 2,122 67
SIP 1 – 1 –
FIP 425 – 425 –
Warrant to Zeus Capital – 397 397 –
Total equity-settled share-based payment 612 2,333 2,945 67
Cash-settled share-based payment
National insurance on ESOP 26 462 488 –
Total share-based payment charge 638 2,795 3,433 67
(a) Bargain Booze Unapproved Employee Share Option Plan 2013 (“ESOP”)
Under the ESOP, the share options are awarded at a price which is determined by the Board but is not less than the market value of the shares as 
at the date of grant. The awards granted on 26 February 2013 vested on successful admission to AIM. All subsequent grants become exercisable 
between three and ten years after grant and upon the achievement of performance criteria in relation to EBITDA targets. All options lapse on the 
day immediately after the expiry date to the extent they have not been exercised. Options are forfeited if the employee leaves the Company in the 
first three years following grant. The following table provides details of all existing grants under the ESOP. 50 Conviviality Retail Plc Annual Report and Accounts 2014
28. Share-based Payments continued
Date of grant
Subscription 
price (pence) Performance conditions Earliest exercise date Expiry date
26/02/2013 2.7 achieving IPO 31/07/2013 25/02/2023
31/07/2013 100 2014 to 2016 aggregate EBITDA of £38.2m 31/07/2016 30/07/2023
04/11/2013 100 2014 to 2016 aggregate EBITDA of £38.2m 04/11/2016 03/11/2023
03/03/2014 187 2014 to 2016 aggregate EBITDA of £38.2m 03/03/2017 02/03/2024
The tables below summarises the movement on share options in the period:
2014 2013
Share 
options 
(number)
Weighted 
average 
exercise price 
(pence)
Share 
options 
(number)
Weighted 
average 
exercise price 
(pence)
Outstanding at the beginning of the period 77,511 100 – –
Redesignated shares* 2,773,046 3 – –
Granted 2,730,052 103 77,511 100
Exercised (881,874) 3 – –
Forfeited (76,198) 100 – –
Outstanding at the end of the period 4,622,537 60 77,511 100
Exercisable at end of the period 1,968,683 –
Exercise price 2.7 pence –
Weighted average remaining contractual life 8.82 years 9.82 years
* On 8 July 2013 each ordinary share was sub-divided into 36.77614821 ordinary shares (note 21).
The weighted average share price at the date of exercise for share options exercised during the period was 127 pence.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the date of grant is expensed on 
a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. Fair value for the ESOP is measured 
by use of a Black-Scholes model. The inputs into the option pricing model are provided below:
2014 2013
Grant date 31/07/2013 04/11/2013 03/03/2014 26/02/2013
Exercise price 100 100 187 2.7 pence
Expected volatility 39% 39% 39% 40%
Expected life 5 years 5 years 5 years 5 years
Expected dividend yield 6.2% 4.9% 4.3% 8.0%
Risk-free interest rate 1.25% 1.52% 1.74% 0.91%
The weighted average fair value of options granted during the period in relation to the ESOP was 34.7p. 
Due to the short period of share trading activity, expected volatility was determined by reference to the historical volatility of the share price of 
comparable listed companies over the previous five years. The volatility of the companies share price on each date of grant was calculated as the 
average of annualised standard deviations of daily continuously compounded returns on the stock, calculated over five years back from the date 
of the grant.
The risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the life of the option.
The expected life of each option is equal to the vesting period plus a two year exercise period.
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 51
Strategic report Governance Financials
28. Share-based Payments continued
(b) Bargain Booze Share Incentive Plan 2013
The Group operates a Share Incentive Plan (“SIP”), approved by HMRC on 14 October 2013, approved by the Board on 11 October 2013 and 
commenced 1 November 2013. All UK resident tax-paying employees of Conviviality and its participating subsidiaries are eligible to participate in 
the SIP subject to completing a minimum qualifying period of service of six months.
Under the SIP, the Group can:
(a) give 10% of salary, up to £3,000 worth of free shares in each tax year to an employee (“Free Shares”);
(b) offer an employee the opportunity of buying up to £1,500 of shares a year (“Partnership Shares”);
(c) give an employee a matching share for each Partnership Share bought (“Matching Shares”). Each employee must complete three years’ 
service before these shares are awarded; and
(d) in addition to buying up to £1,500 of Partnership Shares each year, allow employees to purchase more shares (“Dividend Shares”) using 
dividends received on Free Shares, Partnership Shares and Matching Shares up to percentage limits set by the Company.
Awards of “Matching Shares” under this scheme are at £Nil cost and therefore their fair value is equal to the share price on the date of issue, at 
the time when each grant is allocated. If a person ceases to be an employee prior to this date, the “Matching Shares” will be forfeited. Details of all 
“Matching Share” grants in the year are below, none of which are exercisable at the period end: 
Number of options
Date of grant
Fair value 
at grant
Pence Exercise date Opening Granted Closing
22/11/2013 163 22/11/2016 – 2,030 2,030
23/12/2013 168 23/12/2016 – 2,199 2,199
22/01/2014 184 22/01/2017 – 2,022 2,022
24/02/2014 190 24/02/2017 – 2,147 2,147
24/03/2014 160 24/03/2017 – 2,396 2,396
22/04/2014 168 22/04/2017 – 2,226 2,226
– 13,020 13,020
Weighted average share price (pence) – 172 172
 
(c) Franchisee incentive plan (“FIP”)
The FIP is intended to provide a pool of the issued ordinary shares as awards to Franchisees subject to the achievement of performance 
conditions and then at the discretion of the Board. There are four categories of proposed award all of which are subject to approval, at the 
discretion of the Board, at the end of the third year of measurement, being September 2016. 
• Part 1 – Store Standards Incentive Plan – All Franchisees could be entitled to one third of their maximum allocation on passing each of three 
annual store audits.
• Part 2 – Group EBITDA Target – Awards may be made, at the discretion of the Board, based on Group EBITDA targets over a three year 
period and will be shared between all stores equally.
• Part 3 – Individual Franchisee Performance Awards – Annual awards may be made subject to the achievement by a store of certain key 
performance indicators.
• Part 4 – New Franchisee Incentives – this Part will cover up to 5% of the FIP pool – the award may be made, at the discretion of the Board, 
three years after passing a store audit.
The shares are transferred to the Franchisees for no payment. If a person ceases to be a Franchisee prior to the vesting of any award, that award 
will lapse entirely. The awards are subject to Board approval in September 2016, therefore the service period commences prior to the grant date. 
Therefore, the fair value of each grant is calculated as the best estimate of the share price on the date of grant, being the year end share price.
Number of options
Date of grant (subject to Board approval)
Start of 
vesting 
period
Estimated
 fair value 
(pence) Exercise date Opening Granted Closing
30/09/2016 31/07/2013 166 30/09/2016 – 1,239,970 1,239,970 52 Conviviality Retail Plc Annual Report and Accounts 2014
28. Share-based Payments continued
(d) Warrants
On 18 July 2013, the Company issued warrants to Zeus Capital giving them the right to subscribe to 1,334,000 shares for £1, conditional on 
successful admission to AIM, exercisable from 31/07/2014 to 31/07/2023. Management consider this to be a share-based payment and have fair 
valued the options using a Black-Scholes model. The inputs into the Black-Scholes model are as follows:
Grant date 26/02/2013
Exercise price 100
Expected volatility 40%
Expected life 5 years
Expected dividend yield 8.0%
Risk-free interest rate 0.91%
Upon admission to AIM a share-based payment charge of £397,000 was recognised within exceptional costs.
 
29. Business Combinations
On 30 August 2013, the Company entered into an agreement to acquire the entire issued share capital of L. C. L. Enterprises Limited now trading 
as Wine Rack Limited (“Wine Rack”), for a total consideration of £1.65 million in cash. Wine Rack is a retailer of wine, spirits, tobacco and related 
products, and operated 22 stores, predominantly in Greater London. This acquisition is consistent with the Group’s ongoing strategy of increasing 
focus on its wine offering as well as penetrating further into the South of England from its heartland in the North West.
The following table summarises the consideration paid for Wine Rack, and the amount of assets acquired and liabilities assumed recognised at 
the acquisition date.
Book 
value 
£000
Fair value 
Adjustment 
£000
Fair 
value 
£000
Property, plant and equipment 623 (50) 573
Intangible assets (note 12) – 838 838
Intellectual property rights 16 (16) –
Inventories 1,045 – 1,045
Trade and other receivables 360 – 360
Cash and cash equivalents 372 – 372
Trade and other payables (1,994) (30) (2,024)
Current tax payable (72) – (72)
Deferred tax liability – (162) (162)
Total identifiable net assets 350 580 930
Goodwill 720
Total consideration satisfied by cash 1,650
Cash flow
Cash consideration 1,650
Cash acquired with subsidiary (372)
Acquisition costs (expensed to exceptional operating costs) 178
1,456
Significant adjustments made to the fair value of assets acquired include the value of the acquired Wine Rack brand which has been recognised 
within intangible assets (note 12), and recognition of the deferred tax liability thereon (note 20).
The goodwill arising on the acquisition of the business represents the premium paid to acquire Wine Rack. The acquisition strengthens the 
existing business by expanding the geographical location and creates significant opportunities for cross-selling, and other synergies.
Acquisition costs of £178,000 have been charged to exceptional items in the consolidated income statement for the period (note 4).
From the date of acquisition, Wine Rack has contributed revenue of £7.6 million and £0.1 million to profit before tax to the Group’s results. If the 
acquisition had taken place at the beginning of the financial period, it is estimated that the Group revenue for the period would have been 
£359,118,000 and total Group operating profit would have been £6,236,000.
In addition to the acquisition set out above, the Group has also completed a number of individual smaller store acquisitions for a total cash 
consideration of £457,000, all of which has been recognised as goodwill. 
Notes to the financial statements continued Conviviality Retail Plc Annual Report and Accounts 2014 53
Strategic report Governance Financials
30. Events Occurring After the Reporting Date
On 16 May 2014, the Group acquired 26 stores from R N B Stores Limited (Rhythm and Booze) a subsidiary of Bibby Retail Services Limited, for a 
total consideration of £1.65 million in cash, of which £0.2 million is deferred consideration. On 27 June 2014, the Group acquired a further five 
stores from Rhythm and Booze for a total consideration of £0.2 million. For the year ended 31 December 2013, the 31 acquired stores generated 
revenues of £16.6 million and net profits of £0.1 million. 
Due to the proximity of the acquisition to the reporting date, the initial accounting for this transaction is incomplete, and consequently details of 
the amounts of assets and liabilities acquired are not disclosed within this announcement. 
31. Subsidiary Audit Exemption
Under section 479A of the Companies Act 2006, the Group is claiming exemption from audit for the subsidiary companies listed below:
Company name Company number
Conviviality Stores Ltd (formerly Bargain Booze Group Limited) 05501974
Bargain Booze Limited 01801597
Bargain Booze EBT Trustees Limited 04451429
Wine Rack Limited (formerly L.C.L. Enterprises Limited) 06880288
32. Related Parties
Until 31 July 2013, the Group and Company were controlled by certain funds managed by ECI Partners LLP, by virtue of its shareholding and 
voting rights in Conviviality Retail Plc. A former Director of the Group, T D Raffle, also had a material interest as a Director of that company.
The following transactions were carried out with related parties:
(a) Loans to/from related parties
The Group had loan notes due to ECI Partners LLP for which the Group was charged interest on an arm’s length basis amounting to £662,769 for 
the period ended 27 April 2014 (2013: £1,941,000). The liability outstanding as at 28 April 2013 in relation to the loan notes payable to ECI Partners 
LLP amounted to £16,935,000, plus capitalised interest of £13,970. All amounts were repaid on Admission to AIM.
(b) Purchase of goods and services
In the period ended 27 April 2014, the Group was charged a management fee in relation to Director’s fees for J A Hayhurst of £4,776 
(2013: £25,191) from ECI Ventures Limited. The accrual as at 27 April 2014 for this charge was £Nil (2013: £2,000).
(c) Dividends
During the period ended 27 April 2014, a dividend of £Nil (2013: £752,399) was paid to ECI Venture Nominees Limited.
(d) Key management personnel
Key management comprises the Executive and Non-Executive Directors. Information on their emoluments is provided in note 5. 54 Conviviality Retail Plc Annual Report and Accounts 2014
Note
2014
£000
2013
£000
Fixed assets
Investments 2 45,315 –
 
Current assets
Debtors 4 944 45,067
Creditors: amounts falling due within one year 5 (3,053) (13,000)
 
Net current liabilities (2,109) 32,067
Creditors: amounts falling due after more than one year – (30,905)
Net assets 43,206 1,162
Capital and Reserves
Called up share capital 9 57 9
Share premium account 10 34,020 904
Share-based payment reserve 10 1,012 67
Profit and loss account 10 8,117 182
Shareholders’ funds 11 43,206 1,162
These financial statements were approved and authorised for issue by the Board of Directors on 11 July 2014
Diana Hunter, CEO
Conviviality Retail plc
Company registration number: 5592636
Company balance sheet Conviviality Retail Plc Annual Report and Accounts 2014 55
Strategic report Governance Financials
1. Accounting Policies
Basis of preparation of financial statements
The accounts have been prepared in accordance with the Companies Act 2006 and United Kingdom Generally Accepted Accounting Practice 
(“UK GAAP”), under the historic cost convention.
The consolidated financial statements of Conviviality Retail plc, which are presented separately, have been prepared in accordance with 
International Financial Reporting Standards.
Investments
Investments are included at cost less amounts written off.
Share-based payments
Share-based payments are measured at fair value at the date of grant. Fair value is measured using the Black-Scholes pricing model. 
 
The charge relating to grants to employees of the Company is recognised on a straight-line basis as an expense in the profit and loss account, 
spread over the vesting period, based on the Company’s estimate of the shares that will eventually vest and adjusted for the effect of non 
market-based vesting conditions. 
Dividends
Dividends are recognised in the Company’s financial statements in the year in which they are approved in general meeting by the Company’s 
Shareholders. Interim dividends are recognised when paid. Final dividends are recognised when authorised for payment.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions 
or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following 
exceptions: Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed assets, and gains on 
disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding 
agreement to dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet 
date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement 
assets are sold.
Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable 
profits from which the future reversal of the underlying timing differences can be deducted.
2. Investments
 £000
At 29 April 2013 – 
Capital contribution to subsidiary 43,211
Share options granted to subsidiary employees 454
Acquisition of subsidiary 1,650
At 27 April 2014 45,315
On 30 September 2013, the Company forgave an existing intercompany loan balance with Conviviality Stores Limited, which has been deemed a 
capital contribution in that company.
On 30 August 2013, the Company entered into an agreement to acquire the entire issued share capital of L.C.L. Enterprises Limited now trading 
as Wine Rack Limited (“Wine Rack”), for a total consideration of £1.65min cash. Further details of this acquisition can be found in note 29 to the 
Conviviality Retail Plc consolidated financial statements. 
Notes to the Company balance sheet 56 Conviviality Retail Plc Annual Report and Accounts 2014
The Company is the holding company of the Group. The following table contains details of the Company’s principal directly and indirectly held 
subsidiaries:
Company name Principal activity
Country of
incorporation
Percentage
ownership
Conviviality Stores Ltd (formerly Bargain Booze Group Limited) Holding Company England 100%
Bargain Booze Limited Wholesale, marketing, logistics and franchisor England 100%
Bargain Booze EBT Trustees Limited Trustee of EBT England 100%
Wine Rack Limited (formerly L.C.L. Enterprises Limited)
Retail distributor of beers, wines, spirits, tobacco, 
grocery and confectionery England 100%
Under section 479A of the Companies Act 2006, the Company is claiming exemption from audit for the subsidiary companies listed below:
Company name
Company 
number
Conviviality Stores Ltd (formerly Bargain Booze Group Limited) 05501974
Bargain Booze Limited 01801597
Bargain Booze EBT Trustees Limited 04451429
Wine Rack Limited (formerly L.C.L. Enterprises Limited) 06880288
3. Directors Remuneration
The Directors are the only employees of the Company. Further details of Directors’ remuneration are provided in note 5 of the consolidated 
financial statements. 
4. Debtors
2014
£000
2013
£000
Amounts owed by Group undertakings – 43,263
Prepayments and accrued income 54 –
Deferred tax asset (note 8) 890 1,804
944 45,067
5. Creditors: Amounts Falling Due Within One Year
2014
£000
2013
£000
Amounts owed to Group undertakings 2,510 13,000
Accruals 543 –
3,053 13,000
6. Creditors: Amounts Falling Due After More Than One Year
2014
£000 
2013
£000
Loan notes (note 7) –  30,905 
7. Borrowings
2014
£000 
2013
£000
Between two and five years:
Loan notes – 18,543 
After five years
Loan notes – 12,362 
– 30,905 
All borrowings were repaid on 31 July 2013, as part of the IPO transaction. Up to this date the bank loan bore an interest rate of 3.5%. above 
LIBOR and was repayable in quarterly instalments, and the loan notes bore an interest rate of 9% with no determined repayment schedule.
Notes to the Company balance sheet continued Conviviality Retail Plc Annual Report and Accounts 2014 57
Strategic report Governance Financials
8. Deferred Tax Asset
2014
£000
2013
£000
At beginning of period 1,804 1,899
Charged to the profit and loss account (1,293) (95)
Credited to equity 379 –
At end of period 890 1,804
The deferred tax asset is made up as follows:
2014
£000
2013
£000
Other timing differences 890 1,8044
The recoverability of the deferred tax asset is dependent on future taxable profits in excess of those arising from the reversal of deferred tax 
liabilities. The deferred tax asset has been recognised to the extent that it is considered to be recoverable based on forecasts for future periods. 
At 27 April 2014, the value of the unrecognised deferred tax asset is £Nil (2013: £Nil).
9. Share Capital
2014
£000
2013
£000
Authorised, allocated, called up and fully paid
686,112 A ordinary shares of £0.01 each – 7
225,786 B ordinary shares of £0.01 each – 2
66,713,020 ordinary shares of £0.0002 each 13 –
217,508,802 Deferred shares of £0.0002 each 44 –
Total 57 9
Details of share capital transactions are provided in note 21 to the consolidated financial statements.
10. Reserves
Share 
premium 
account
£000
Share-based 
payment 
reserve
£000
Profit and 
loss account
£000
At 29 April 2013 904 67 182
Profit for the financial period – – 6,890
Equity dividends paid – – (1,334)
Share-based payment charge – 2,491 –
Deferred tax on share-based payment charge – 379 –
Share options granted to subsidiary employees – 454 –
Share-based payment charge on vested options – (2,379) 2,379
Issue of deferred shares (41) – –
Premium arising on shares issued in the period 33,157 – –
At 27 April 2014 34,020 1,012 8,117
The parent company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss account in 
these financial statements. The parent company’s profit for the year was £6,890,000 (2013: £492,000).
Further details of the Company’s share option schemes are provided in note 28 to the consolidated financial statements. 58 Conviviality Retail Plc Annual Report and Accounts 2014
11. Reconciliation of Movement in Shareholders’ Funds
 2014
 £000
 2013
 £000
Opening shareholders’ funds 1,162 1,603
Profit for the financial period 6,890 492
Issue of shares 33,164 –
Equity dividends paid (1,334) (1,000)
Share-based payment reserve 3,324 67
Closing shareholders’ funds 43,206 1,162
12. Related Party Transactions
Transactions between the Company and its 100% owned subsidiaries, which are related parties of the Company, are not disclosed in this note 
due to the advantage being taken of the exemption provided by FRS 8 Related Party Disclosures. There have been no other related party 
transactions during the year.
Notes to the Company balance sheet continued Conviviality Retail Plc Annual Report and Accounts 2014 59
Strategic report Governance Financials
Directors: David A R Adams (Chairman) 
Diana Hunter (Chief Executive Officer) 
C Andrew Humphreys 
Kenton P Burchell 
Martin D Newman (Non-Executive Director) 
Stephen G Wilson (Non-Executive Director)
Registered Office: Weston Road 
Crewe 
Cheshire 
CW1 6BP
Company Secretary: C A Humphreys
Company website: www.convivialityretail.co.uk
Auditors: Grant Thornton UK LLP 
4 Hardman Square 
Spinningfields 
Manchester 
M3 3EB
Solicitors to the 
Company:
DLA Piper UK LLP
101 Barbirolli Square 
Manchester 
M2 3DL
Bankers: National Westminster Bank plc 
Hightown 
Sandbach 
Cheshire 
CW11 0AQ
Nominated adviser  
and Broker:
Zeus Capital 
82 King Street 
Manchester 
M2 4WQ
 
23 Berkeley Square 
Mayfair 
London 
W1J 6HE
Company Registrars: Capita Registrars Limited 
The Registry 
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU
Public Relations 
Company:
Instinctif 
65 Gresham Street 
London 
EC2V 7NQ
Directors, secretary and advisers 60 Conviviality Retail Plc Annual Report and Accounts 2014
Notes  Conviviality Retail Plc Annual Report and Accounts 2014
Conviviality Retail plc
Registered office
Weston Road
Crewe
Cheshire
CW1 6BP
www.convivialityretail.co.uk