driving and broadening the business
booker group plc
annual report & accounts 2009
Booker Group plc.
equity House
Irthlingborough road 
Wellingborough
Northants NN8 1l T
www.booker.co.uk
annual report & accounts 2009 Highlights 1
business profile 2
chairman’s statement 3
chief executive’s review 4
group Finance Director’s report 7
board of Directors 10
corporate governance 11
remuneration report 17
Directors’ report 21
consolidated Income statement 25
consolidated statement of recognised  
Income and expense 25
consolidated balance sheet 26
consolidated cash Flow statement 27
notes to the group Financial statements 28
company balance sheet  50
notes to the company Financial statements 51
statement of Directors’ responsibilities 55
Independent auditors report 
to the Members of booker group plc 56
Directors and professional advisers 57
Booker is the UK’s leading food wholesaler.
We supply approximately 296,000 catering businesses and 72,000 
independent retailers. We operate from 173 cash and carry branches 
throughout the united kingdom and operate a national delivery service.
annual report & accounts
notes: this document includes forward looking statements with respect to the group’s plans and its current goals and expectations relating to its future financial condition, performance and 
results. these forward looking statements sometimes contain words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘may’, ‘might’, ‘will’, ‘could ‘ or other words 
of similar meaning. any forward looking statements made throughout this document represent the Directors’ best judgement as to what may occur in the future. However, by their nature, 
forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond the group’s control, including, 
among other things, those risks listed in the Director’s report. as a result, the group’s actual financial condition, performance and results for the current and future fiscal periods and corporate 
developments may differ materially from those expressed or implied by the plans, goals and expectations set forth in any forward-looking statements, and persons receiving this document 
should not place reliance on forward-looking statements. 
booker expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other forward-looking 
statements it may make or to reflect any change in the group’s expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 
Forward-loing statements made in this document are current only as of the date on which such statements are made. 
booker group plc
annual report & accounts 2009
57
directors
richard rose
Non-Executive Chairman
charles Wilson
Chief Executive
Jonathan prentis
Group Finance Director
Bryan Drew
Executive Director
Bryn Satherley
Executive Director
lord karan Bilimoria
Non-Executive Director
Andrew cripps
Non-Executive Director
richard Farr
Non-Executive Director
karen Jones
Non-Executive Director
Company secretary
Mark chilton
registered office
equity House
Irthlingborough road 
Wellingborough
Northants
NN8 1l T
registered number 
05145685 (england)
Website 
www.booker.co.uk
bankers 
Bank of Scotland plc
155 Bishopsgate 
london
ec2M 3YB
auditors
kpMG Audit plc
St James’ Square
Manchester
M2 6DS
nominated adviser and broker
Investec
2 Gresham Street
london
ec2V 7Qp
solicitors
clifford chance llp
10 upper Bank Street
london
e14 5JJ
registrars 
computershare Investor Services plc
po Box 82
The pavillions
Bridgwater road
Bristol
BS99 2NH
Financial Pr
Tulchan communications Group
Sixth Floor
kildare House
3 Dorset rise
london
ec4Y 8eN
DIrectors anD proFessIonal aDVIsers
For tHe year enDIng 27 MarcH 2009 Booker Group plc
annual report & accounts 2009
1
HiGHliGHts
“Customer satisfaction has improved, sales have increased, 
operating profits are up 25%, net debt is down 47% and our  
plans to ‘broaden’ the business are taking shape.” 
Charles Wilson, Chief Executive.
Financial Highlights
t otal sales + 3.3% to £3.2bn (2008: £3.1bn) •	
like for like sales: •	
non-tobacco +5.7% (2008: +3.3%) –
tobacco -1.5% (2008: -5.4%) –
sales to caterers/others +7.0% (2008: +2.2%) –
sales to retailers +1.0% (2008: -1.5%) –
operating proﬁt +25% to £57.8m (2008: £46.1m) •	
operating margins +0.32% to 1.82% due to better •	
product mix and tight cost control (2008: 1.5%)
proﬁt before tax +30% to £47.2m (2008: £36.2m) •	
proﬁt after tax +32% to £39.2m (2008: £29.8m) •	
Basic earnings per share +29% to 2.63 pence  •	
(2008: 2.04 pence)
net debt reduced by 47% to £24.9m (2008: £47.2m) •	
proposed ﬁnal dividend of 0.67 pence per share  •	
(2008: 0.5375 pence per share) making a total  
dividend for the year of 0.87 pence per share,  
up 62% on 2008 (2008: 0.5375 pence per share)
Operational Highlights
customer satisfaction for choice, price and service •	
improved
By May 2009, 71 of the 173 branches had been •	
converted into the ‘extra’ format
internet sales +129% to £250m (2008: £109m) •	
Booker Direct is continuing to grow with major account wins •	
We are opening our ﬁrst branch in Mumbai, india •	
the move from aiM to the ofﬁcial list is on track •	
46.1
35.5
21.7
+2.3
+3.3
-0.9
-5.9
Sales change % Net Debt £m Full Year Operating Profit £m
124.8 2005/06
76.5 2006/07
47.2 2007/08
24.9 2008/09 57.8 2
Booker Group plc
annual report & accounts 2009
Business profile
Booker has 173 cash and carry branches in the uK with a national delivery network.
We serve approximately 296,000 catering businesses and 72,000 independent retailers.
Customer 
Numbers
000’s
Sales 
£bn 
2005/06
Sales 
£bn
 2006/07
Sales 
£bn 
2007/08
Sales 
£bn 
2008/09
Caterers 296 0.80 0.83 0.85 0.93
Retailers 72 2.13 2.10 2.15 2.19
Others 46 0.11 0.08 0.08 0.06
Total 414 3.04 3.01 3.08 3.18
of our sales in 2008/09, £2.0bn was non-tobacco and £1.2bn was tobacco.
Sales 
£bn 
2005/06
Sales 
£bn
 2006/07
Sales 
£bn 
2007/08
Sales 
£bn 
2008/09
Non Tobacco 1.77 1.75 1.84 1.95
Tobacco 1.27 1.26 1.24 1.23
Total 3.04 3.01 3.08 3.18
£2.5bn of sales in 2008/09 were collected from the cash and carry by the customer. £0.7bn was delivered to the customers’ premises 
from the cash and carry or regional distribution centre.
Sales 
£bn 
2005/06
Sales 
£bn
 2006/07
Sales 
£bn 
2007/08
Sales 
£bn 
2008/09
Cash and Carry collect 2.55 2.53 2.50 2.50
Delivered 0.49 0.48 0.58 0.68
Total 3.04 3.01 3.08 3.18
since september 2005, substantial progress has been achieved.
Sept
2005
UK GAAP
Mar
2006
UK GAAP
Sept
2006
IFRS
Mar
2007
IFRS
Sept
2007
IFRS
Mar
2008
IFRS
Sept
2008 
IFRS
Mar
2009 
IFRS
Sales Change % (5.9%) (5.9%) (2.5%) +0.6% +2.5% +2.1% +2.1% +4.3%
Operating Profit £m 13 9 20 16 24 22 30 28
Operating Profit 
Change % (54%) (44%) +54% +78% +20% +38% +25% +27%
Net Debt £m 361 125 70 77 47 47 29 25
Note: the periods to september are for 24 weeks, whilst periods to March are for 28 weeks. figures for september 2005 and March 2006 have been prepared under uK Gaap , and under 
ifrs thereafter. sales and net debt are calculated on a consistent basis under both uK Gaap and ifrs. 
in the Highlights and Business proﬁle, operating proﬁt in 2005/06 is stated under uK Gaap before goodwill, impairment and exceptional items. figures stated for 2006/07 are before an 
exceptional charge of £1.8m. Booker Group plc
annual report & accounts 2009
3
cHairMan’s stateMent
s ales are up 3.3% in 
the year, operating 
proﬁt is up 25% and 
net debt was cut  
by 47%. 
Market conditions have been challenging 
due to the cooling in the economy and the 
smoking ban in public places. Despite these 
issues, Booker Group plc has performed 
well. sales are up 3.3% in the year, operating 
proﬁt is up 25% and net debt was cut by 
47%. customer satisfaction has improved 
and the ﬁnancial performance has been 
sound across the period.
the drive into the catering market is working 
with like-for-like sales to caterers and other 
non retailers up by 7.0% and sales to 
retailers up by 1.0%. Despite product cost 
inflation in some sectors, our prices have 
remained competitive and stock availability 
has been good.
t he plans to ‘broaden’ the business are 
going well. By May 2009 we had converted 
71 of our 173 branches to the ‘extra’ format. 
the extra format offers a wider range and 
delivers a better customer experience.
Booker Direct, our delivered wholesale 
business is growing well. We have had some 
major customer wins including HM prisons 
in england and Wales.
o ur internet business is growing strongly 
with sales of £250m compared to £109m 
in the previous year.
in addition we announced in april that we 
intend to open our ﬁrst cash & carry branch 
in Mumbai, india later this year.
i am pleased that Karen Jones joined the 
Board as an independent non-executive 
Director in March 2009. Her background, 
including having been the chief executive 
of s pirit Group, the pub and restaurant 
business, means she brings extensive 
catering experience to the Board. i am also 
pleased that richard farr joined the Board 
as an independent non-executive Director 
on 27 May 2009. He has a great deal of 
ﬁnancial and business knowledge and will 
make a good contribution to the Board. 
Bryan Drew, commercial Director and Bryn 
satherley, operations Director joined the 
Board in november 2008. Both are making 
a major contribution to Booker.
Kevin l yon, non-executive Director, stepped 
down from the Board on 27 May 2009. Kevin 
has made a great contribution to Booker as 
a private then aiM listed company. after four 
years on the Board he has decided to pursue 
other opportunities. We wish him well and 
thank him for the support he has given.
i should like to thank all our staff for their 
contribution to the success of the Group in 
the year just ended.
Basic earnings per share at 2.63 pence is up 
from 2.04 pence last year. Given the strong 
operational performance of the business, 
the Board recommends the payment of a 
0.67 pence per share ﬁnal dividend (payable 
on 10 July 2009). this is in addition to the 
interim dividend of 0.2 pence per share, that 
was paid on 28 november 2008.
Outlook
the economy is expected to remain difﬁcult 
in the year ahead and the food wholesale 
market remains very competitive. We 
expect to continue to make progress in this 
challenging environment.
subsequent to the year end, Booker 
continues to trade in line with management 
expectations.
Move to the Main Market
We have separately conﬁrmed our intention 
to move trading in the company’s shares 
from the aiM market to the ofﬁcial list.
Annual General Meeting
o ur annual General Meeting will be held 
on 8 July 2009. the notice of the annual 
General Meeting separately accompanies 
this document.
Richard Rose
Chairman  4
Booker Group plc
annual report & accounts 2009
Booker continues to make good progress. 
Back in autumn 2005, Booker was in a 
poor place with net debt of £361m, sales 
dropping at a rate of 6% per annum, a 
slump in profits and supplier and customer 
confidence in the business was very low. 
In november 2005 the senior management 
team was changed and we outlined our 
plan to focus, drive, and broaden the 
business. that plan is working. customer 
satisfaction is improving due to our better 
choice, lower prices and enhanced service. 
at March 2009 net debt was £25m and, 
on prior year, sales were up 3.3% and 
operating profit was up 25%. While we are 
happy with the progress we have made, 
we still have a lot to do to fulfil our ambition 
of becoming the uK’s best and biggest 
supplier to small business.
FOCUS
(commenced November 2005) 
although most of our ‘focus’ activity was 
completed between november 2005 and 
March 2006, we continue to improve 
business efficiency and cash management. 
throughout the business we are seeking 
to ‘stop, simplify and standardise’ work so 
that we enhance customer service whilst 
improving efficiency.
DRIVE
(commenced April 2006)
We survey more than 40,000 customers each 
year to see how each branch and product 
category is performing. the key question is; 
“Would you recommend Booker to a friend?” In 
January 2007, 78.2% of customers surveyed 
said they would. In January 2008 the score 
was 79.3% and in January 2009 it improved 
again to 83.9%. this reflects our efforts to 
improve choice, price and service.
Choice Up
In January 2008 we introduced the ‘First for •	
pubs’ range. We now sell more than 3,000 
kegs of beer per week. In January 2009 
we launched pub Favourite Meal Deals for 
£2.50 to help independent pubs compete 
in these cost-conscious times.
In July 2007 we launched euro shopper, •	
a range which allows the independent 
retailer to benefit from the growth of 
discount retailing. euro shopper sales 
are now above £0.6m per week, up from 
£0.3m per week last year.
In 2008 we launched lichfields luxury •	
portion packs which are ideal for hotels, bed 
and breakfasts and pubs. t otal l ichfields 
sales are now £0.2m per week.
Prices Down
During the year we have seen product •	
cost inflation in several sectors including 
cooking oil, rice, pasta and bread – but 
we have kept our prices competitive in the 
face of this challenge. We are now seeing 
deflation in some product sectors. 
In 2008 we launched a catering price •	
check service on our website which 
enables the comparison of Booker prices 
to those of other foodservice suppliers. 
More than 10,000 price comparisons 
have been made using this service.
Better Service
In December 2007 we removed charges •	
for handling credit and debit cards and in 
March 2008 we launched free delivery.
all branch staff have been trained on what •	
we call “prIDe”. this works to improve 
the parking, reception, Internal, Delivery 
and exit experience for customers.
chIeF executIve’s revIeW
c ustomer satisfaction 
has improved due to 
our better choice, 
lower prices and 
enhanced service.
eUro ShoPPer 
eNergy DriNk liChfielDS lUxUry  
PortioN PACkS Booker Group plc
annual report & accounts 2009
5
We now have more than 2,200 •	
customers trading as premier. at the 
2008 convenience t racking programme 
awards, premier won ‘best in class’ for 
availability, customer service and value 
for money. Building on this success, 
in 2009 we are re-launching premier 
with consumer driven ranging, improved 
information systems and a new format 
called ‘premier express’.
BROADEN
(commenced April 2007)
We continue to ‘broaden’ Booker. t o achieve 
this we are:
Improving the cash and carry •	
experience
in January 2006 we converted our ﬁrst 
‘extra’ branch. By May 2009, 71 of the 
173 branches had been converted to 
the ‘extra’ format. the key features are a 
lighter, brighter branch environment and 
improved layout, signage and ranges. 
our Derby branch is typical of the new 
format. caterers, retailers and small 
business customers much prefer the 
environment.
Internet •	
in June 2007 we launched the improved 
booker.co.uk site. customer satisfaction 
with the new site is excellent. sales on 
the site have increased from £44m 
per annum in the year to March 2007 
to £250m this year. in 2008 we were 
awarded ‘online retailer of the Year’ at 
the retail industry a wards.
Booker Direct •	
We have become the largest supplier of 
food and drink to the uK’s cinema industry. 
in addition to our existing relationship with 
vue cinemas, we have now secured 
national supply agreements with odeon 
uci, apollo, empire, reel and showcase. 
in partnership with DHl we have been 
awarded a contract to supply the HM 
prisons in england and Wales. We were 
awarded preferred food supplier status 
to s &n pub enterprises, c harles Wells 
pub company and frederic robinson 
in 2008. in the summer of last year we 
also won supply contracts with Harrison 
catering, Gala Bingo and sarova Hotels. 
DerBy ‘extrA ’ BrANCh
Before
After
We have kept our 
prices competitive  
in the face of 
product cost 
inflation. 6
Booker Group plc
annual report & accounts 2009
continued
Booker India •	
in april 2009 we announced the launch 
of Booker india. in the uK we supply 
over three thousand indian restaurants 
and thousands of other indian owned 
businesses. a number of these 
customers have said that Booker would 
do well in india and we have responded 
to the challenge. a team from Booker 
reviewed the market for 12 months and 
we have now decided to open one store 
in Mumbai later this year. We look forward 
to serving the kirana stores, food stalls 
and restaurants of Mumbai.
the plan to focus, drive and broaden Booker 
is facilitated by developing our staff and by 
improving the sustainability of the business:
People •	
the Group is an equal opportunities  –
employer.
6,500 Branch colleagues have been  –
trained in priDe (parking, reception, 
internal, Delivery, and exit). 
the role of the Branch supervisor  –
has been clearly deﬁned with 805 
supervisors in new roles.
We are committed to making  –
Booker a better and safer place  
to work and in february 2009 held  
a ‘Health and safety Week’ to 
increase awareness. 
our people are key to the future of our 
business and we will continue to develop 
colleagues at all levels of the business. We 
would like to thank all our colleagues for their 
efforts over the past 12 months.
Sustainability •	
We have been awarded the carbon  –
t rust standard by the carbon t rust 
and are the only food wholesaler to 
achieve this. Many changes have 
taken place to improve our ‘carbon 
footprint’ including reducing our 
food miles travelled by 125,000 
miles per annum and, in the year, 
converting more than 500,000 litres 
of customers’ used cooking oil into 
bio-diesel.
the Group fulﬁls its duty to minimise  –
adverse environmental impacts by 
ensuring efﬁcient use of materials 
and energy, recycling wherever 
possible, minimising waste  
and ensuring compliance with 
relevant legislation.
in summary, customer satisfaction has 
improved, our sales have increased, operating 
proﬁts are up 25% and our net debt is down 
47%. our plan to focus, drive and broaden 
the business is working and we are satisﬁed 
with the progress we have made. 
Charles Wilson
Chief executive
cHief executive’s revieW
We are the only 
food wholesaler to 
be awarded the 
c arbon t rust 
standard. Booker Group plc
annual report & accounts 2009
7
Financial Review 
overall Group revenue increased by 3.3% 
(2008: +2.3%). non tobacco like-for-like 
sales increased by 5.7% (2008: +3.3%) 
while like-for-like tobacco sales fell by 1.5% 
(2008: -5.4%), following the introduction of 
the smoking ban in public places in england 
and Wales in 2007.
Group operating proﬁt increased by £11.7m 
to £57.8m, lifting operating margins by 
0.32% to 1.82%. the improvement in margin 
was due to a better product mix and good 
control of costs.
the net ﬁnance charge of £10.6m (2008: 
£9.9m) comprises:
the cash interest cost of borrowing of •	
£6.8m (2008: £9.5m). t his has reduced 
due to the repayment in the year of 
£39.8m of senior debt from £89.8m at 
28 March 2008 to £50.0m at 27 March 
2009 (see Borrowing facilities below);
a £4.8m credit in relation to the discount •	
on purchase of £26.3m of term debt (see 
Borrowing facilities below);
a £0.9m amortisation of fees carried •	
in the balance sheet relating to the 
term debt purchased in the period (see 
Borrowing facilities below);
the amortisation of fees and discounting •	
of provisions of £4.7m (2008: £4.2m);
a credit relating to the expected return on •	
pension scheme assets less unwind on 
the liabilities of £2.1m (2008: £3.6m);
a charge relating to interest hedge •	
instruments of £5.1m (2008: credit of 
£0.2m) (see interest rates below).
proﬁt before tax is up £11.0m at £47.2m 
(2008: £36.2m), an increase of 30%.
the effective tax rate (being the tax charge as 
a percentage of proﬁt before taxation) for the 
Group of 16.9% was below the standard rate 
of corporation tax in the uK, due principally 
to the utilisation of tax assets not recognised 
in prior years.
proﬁt after tax was £39.2m, an increase 
of £9.4m compared to 2008.
Basic earnings per share rose to 2.63p 
up 29% from 2.04p in 2008.
the Board is recommending a ﬁnal dividend of 
0.67 pence per share (2008: 0.5375 pence 
per share) payable (subject to shareholder 
approval at the annual General Meeting, to 
be held on 8 July 2009) on 10  July 2009 
to shareholders on the register at 12 June 
2009. the shares will go ex-dividend on 
10 June 2009.
the ﬁnal dividend lifts the total dividend per 
share for the year to 0.87 pence, up 62% 
on 2008 (2008: 0.5375 pence).
Cash Flow
Management has continued to focus on 
cash generation resulting in a net debt 
improvement of £22.3m to £24.9m. 
earnings before interest, tax, depreciation 
and amortisation (eBitDa) of £72.5m, up 
from £62.3m in the prior year, allowed an 
increase in capital expenditure to £13.9m 
(2008: £11.0m) and the payment of £11.0m 
of dividends (2008: £nil). 
Pensions
the Booker pension scheme (“the scheme”) 
is a deﬁned beneﬁt scheme that was closed 
to new members in o ctober 2001, and 
was closed to future accruals for existing 
members in august 2002. at 27 March 
2009, the scheme had an ias 19 deﬁcit of 
£2.0m (2008: surplus of £9.8m).
the movement in the pension fund position 
is the result of reduced asset values offset 
by higher discount rates, lower expected 
inflation and a Group contribution in the 
year of £11m, of which approximately £1m 
is in relation to the costs of administering 
the scheme. the reduction in market 
value of scheme assets at 27 March 2009 
was limited due to the weighting of the 
portfolio away from equities in favour of  
corporate bonds. 
Group finance Director’s 
report
t he improvement 
in operating margin 
was due to a better 
product mix and 
good control of 
costs. 8
Booker Group plc
annual report & accounts 2009
continued
Group finance Director’s 
report
Goodwill
the net book value of goodwill in the 
balance sheet is £423.9m (2008: £423.9m). 
the goodwill carrying value is more than 
supported by expected future cash flows 
discounted back to present day values at 
a pre-tax discount rate of 13.5%. 
Capital Structure
the Group ﬁnances its operations through 
a combination of bank borrowings, leases 
and retained proﬁts and its capital base is 
structured to meet the ongoing requirements 
of the business. as at 27 March 2009, the 
Group had net debt of £24.9m (2008: 
£47.2m).
included within net debt are £0.2m of ﬁnance 
leases (2008: £1.1m) relating mainly to 
information t echnology equipment.
Borrowing Facilities
the Group had, at 28 March 2008, an 
£89.8m bank loan which was due to be 
repaid in total in March 2011 and a £161.0m 
revolving credit facility available until March 
2010. the facilities were provided by 
HBos plc (‘HBos’) and Kaupthing Bank hf 
(‘Kaupthing’).
on 1 august 2008 the Group reduced the 
bank loan by £15m to £74.8m in accordance 
with its requirement to repay half of cash 
generated in the prior year. the £74.8m 
bank loan was provided £48.5m by HBos 
and £26.3m by Kaupthing.
on 22 December 2008, the Group 
purchased the bank loan due to Kaupthing 
for £21.5m, a discount of £4.8m and 
cancelled the remainder of its Kaupthing 
revolving credit facility. at the same time the 
entire Kaupthing facility was replaced with a 
matched facility from Barclays plc (‘Barclays’) 
restoring the bank loan to £74.8m and the 
revolving credit facility to £161.0m. £24.8m 
of the bank loan was immediately repaid to 
HBos and Barclays proportionately out of 
the revolving credit facility and the revolving 
credit facility was reduced by £15m. the 
revised facilities of £50.0m bank loan and 
£146.0m revolving credit facility were then 
extended to June 2012.  
the discount of £4.8m realised on settlement 
of the Kaupthing bank loan has been 
credited to the income statement as part 
of ﬁnance income and the remaining £0.9m 
of unamortised arrangement fees held in the 
balance sheet in relation to the Kaupthing 
facilities at 22 December 2008 has been fully 
written off. on the basis that the terms of the 
HBos element of the facility have not been 
substantially modiﬁed, the unamortised fees 
of £1.6m at 22 December 2008 relating to 
the HBos element of the original facility have 
been rolled forward and will be amortised 
over the extended facility.
arrangement fees of £3.7m charged by 
HBos and Barclays in aggregate have been 
capitalised and, together with rolled forward 
HBos fees of £1.6m, will be amortised over 
the period to 30 June 2012. 
the Group’s borrowings are subject to 
covenants set by the lenders using ﬁnancial 
results prepared under uK Gaap .
the ﬁnancial covenants are interest cover, 
measured by the ratio of earnings before 
interest, tax, depreciation and amortisation 
(‘eBitDa ’) to interest (tested quarterly), and 
cash cover, measured by the ratio of cash 
inflow to interest (tested half yearly).
t he Group complied with its covenants 
throughout the year. at 27 March 2009, 
under uK G aap the Group achieved 
interest cover of 11.8 and cash cover of 
4.2 comfortably exceeding its covenant 
obligations. the Group must have also not 
required its revolving credit facility for a total 
of ten working days within the ﬁnancial year, 
a target that was also exceeded. 
in addition to these ﬁnancial covenants the 
Group’s borrowing agreements include 
general covenants and potential events 
of default. the Group has complied in all 
respects with the terms of its borrowing 
agreements at the date of this report. 
Management has 
continued to focus 
on cash generation 
resulting in a net  
debt improvement 
of £22.3m to 
£24.9m.  Booker Group plc
annual report & accounts 2009
9
Interest Rates 
the Group’s hedging policy is to maintain 
the proﬁle of borrowings within a collar of 
interest rates. 
the Group currently has an amortising liBor 
interest rate swap at 4.98% for £130m, 
arranged in 2005, expiring in March 2011. 
in addition there are two option caps and a 
floor, also at £130m, which effectively set a 
collar between 4.25% and 5.68%. should 
liBor fall below 4.25% the floor rises to 
5.21%. the Group also has a £130m option 
at 4.98% exercisable at the discretion of 
HBos in March 2011 for two years. the 
£130m hedges are divided into 13 tranches 
of £10m. 
at 27 March 2009, the market value of these 
instruments was an aggregate net liability of 
£11.6m to the Group (2008: aggregate net 
liability of £2.0m). 
Due to the lower level of debt now carried 
by the Group £50m of the hedge has 
been deemed to be ineffective under 
ias39. consequently that proportion of the 
movement in value, equivalent to £5.1m, 
has been charged to interest.  
Liquidity
at 27 March 2009, £20.4m was held in 
cash and cash equivalents. the Group’s 
only bank borrowings related to its £50.0m 
term loan. 
at 27 March 2009, the Group had in issue 
£31.2m of guarantees (2008: £31.5m) 
leaving undrawn facilities of £114.8m.
the peak level of drawdown on the revolving 
credit facility on a cleared basis in the year 
to 27 March 2009, which occurred after 
the reﬁnancing on 22 December 2008, was 
£72.5m giving a minimum facility headroom 
in the year of £40.5m after taking into account 
the guarantees referred to above.
Risk Management
the Board is continually reviewing the risks 
to people, proﬁts, reputation and funding that 
the business faces. the year ended March 
2009 was a turbulent year. the economy 
was challenging with the ‘credit crisis’ and 
there was commodity price uncertainty.  
Despite these and other challenges the risk 
management controls operated well.
Jonathan Prentis
group finance Director
 
t he Board is 
recommending  
a ﬁnal dividend  
of 0.67 pence  
per share. 10
Booker Group plc
annual report & accounts 2009
BoarD oF DIrectors
*
Richard Rose, 
Non-Executive Chairman 
(Age: 53)
richard joined Blueheath as deputy 
chairman in May 2006 and was appointed 
executive chairman in september 2006. 
richard now acts as non-executive 
chairman of the company. richard was 
formerly chief executive officer of Whittard 
of chelsea plc, a multi site retailer of tea and 
coffee which was sold in 2006. previously 
he was a Director of Hagemeyer (uK) ltd, 
a distributor of professional products and 
services, with a uK turnover approaching 
£1 billion through 360 outlets. prior to 
that he had been chief executive officer 
of WF electrical plc, a fully listed electrical 
distributor, where he created a substantial 
improvement in shareholder value. 
Hagemeyer purchased WF electrical 
plc in 2000. He was also non-executive 
chairman of ac electrical Wholesale 
ltd where he led a successful growth 
strategy resulting in a substantial increase 
in shareholder value. the business was 
sold to Wolseley in 2006. He is also non-
executive chairman of Kiotech International 
plc, executive chairman of crawshaw 
Group plc and Helphire Group plc and 
non-executive Director of Drl Group ltd.
Charles Wilson,
Chief Executive 
(Age: 43)
charles started his career in 1986 with 
procter and Gamble following which he 
was a consultant with oc&c strategy 
consultants and a Director of abberton 
associates. In 1998 he became an 
executive Director of Booker plc which 
merged with Iceland plc in 2000. In 2001 
he became an executive Director of arcadia 
Group plc and in 2004 he became an 
executive Director at Marks and spencer 
plc. In 2005 he was appointed as chief 
executive of Booker.
Jonathan Prentis, 
Group Finance Director 
(Age: 47)
Jonathan qualified as a chartered 
accountant in 1987 with Deloitte & 
t ouche. Jonathan was appointed as 
Group Finance Director of Booker in 2005 
after the acquisition of the Big Food Group 
plc. prior to this appointment, Jonathan 
was Finance Director of Woodward 
Foodservice ltd and then Finance Director 
of Group logistics within the Big Food 
Group plc. prior to 2003, Jonathan was 
with tDG plc.
Bryan Drew, 
Commercial Director 
(Age: 48)
Bryan is commercial Director, responsible 
for all buying and brands of the Booker 
Group. Bryan was at Booker plc from 
1989 to 2003 when he left to co-found 
Hub Wholesale ltd. He returned to Booker 
Group plc in november 2005. 
Bryn Satherley,
Operations Director 
(Age: 48)
Bryn is operations Director responsible for 
property, It , logistics and supply chain of 
the Booker Group. Bryn was at Booker plc 
between 1999 and 2001 and rejoined in 
2005. prior to that he was at exel plc and 
was on the board of alldays limited. 
Lord Bilimoria CBE,DL, 
Non-Executive Director 
(Age: 47)
Karan Bilimoria is a cambridge university 
law graduate and a qualified chartered 
accountant. He is the founder and 
chairman of cobra Beer ltd. He is 
chancellor of thames Valley university 
and an Honorary Fellow of sidney sussex 
college, cambridge. He is an advisory 
Board Member of Boston analytics and 
a former non-executive Director of Brake 
Brothers. He is also chairman of the uK 
India Business council and an independent 
crossbench peer in the House of lords.
Andrew Cripps, 
Non-Executive Director  
(Age: 51)
andrew read economics at the university 
of cambridge prior to qualifying as a 
chartered accountant with KpMG. 
Following twenty years with rothmans 
International and British american t obacco 
plc, he has held a number of non-
executive Directorships in the uK and 
europe. andrew is currently non-executive 
Deputy chairman of swedish Match aB 
and a non-executive Director of Helphire 
Group plc and Molins plc.
Richard Farr,
Non-Executive Director 
(Age: 51)
richard is a qualified chartered accountant 
and was a director and subsequently 
partner in the restructuring and pensions 
practices at pricewaterhousecoopers 
between 2001 and 2007 during which 
time he was seconded to the pensions 
regulator. prior to joining Booker, richard 
was a director of swiss re capital Markets 
limited. richard is currently a Director of 
Blue sky (london) limited.
Karen Jones, 
Non-Executive Director 
(Age: 52)
Karen was ceo of s pirit Group l td, a 
private equity backed pub & restaurant 
group which was built up by acquisition. 
spirit was sold for £2.7bn to punch 
t averns in January 2006. prior to spirit, 
Karen founded, grew and floated the 
pelican Group plc, owner of a number of 
restaurant chains including café rouge, 
which was acquired by Whitbread in July 
1996. Karen has a first class honours 
degree from university of east anglia, and 
also attended Wellesley college, usa. 
Karen has now started another hospitality 
company in l ondon, Food and Fuel l td 
which currently consists of ten gastropubs. 
Karen was formerly a non-executive 
Director of HBos plc, is a n on-executive 
Director of Virgin active Group ltd and of 
royal national theatre enterprises ltd. 
she is a Governor of ashridge Business 
school, sits on the Industrial Development 
advisory Board and chairs the r ebuilding 
childhoods Board of the nspcc.
* the Directors are those holding office from the close of business on 27 May 2009. Booker Group plc
annual report & accounts 2009
11
corporate GoVernance
Principles of Corporate Governance 
the company is committed to high standards of corporate governance. compliance with the combined code on corporate Governance 
(the ‘code’), published in June 2008 by the Financial reporting council, is not required for a company whose shares are admitted to 
trading on aIM. the Directors, however, support the code’s provisions and have complied with it whenever it has been appropriate to do 
so. this report sets out details of how the company has applied the principles of section 1 of the code during the year. 
the company has confirmed its intention to apply for admission of its ordinary shares to the official list of the uK listing authority (the 
‘official list’) and to trading on the london stock exchange’s market for listed securities (‘admission’). the company intends to comply 
with the code following admission. 
The workings of the Board and its committees 
The Board 
the company is led and controlled by the Board of Directors (the ‘Board’) chaired by richard rose. the Board currently consists of four 
executive Directors and five non-executive Directors. 
the code requires that at least half the Board, excluding the chairman, should comprise independent non-executive Directors as 
determined by the Board. the independence of non-executive Directors is considered at least annually and is based on the criteria 
suggested in the code.
richard rose was an executive Director and chairman of Blueheath Holdings plc (‘Blueheath’) immediately prior to the reverse 
acquisition of Blueheath by the Booker Group and became non-executive chairman of the company upon completion of the merger. 
the company’s combined business is significantly different to and larger than Blueheath and there is a division of responsibilities 
between richard and the executive Directors, in particular, charles Wilson as chief executive, such that his current and former roles can 
be considered incomparable. Whilst richard has share options in the company that were awarded prior to the reverse acquisition, there 
is no intention to award him any further options in the future. 
Having regard to all the circumstances, including the independence richard has demonstrated as chairman of the company, the Board 
is satisfied and has determined that richard is independent.
consequently, all the non-executive Directors are considered by the Board to be independent of management and free from any 
business or other relationship that could materially interfere with the exercise of their independent judgement in accordance with the 
code, therefore half of the Directors, excluding the chairman, are independent non-executive Directors. 
the Board believes that it is appropriate to have a senior Independent non-executive Director and lord Bilimoria fulfils this role. He is 
available to shareholders if they have concerns which contact through the normal channels have failed to resolve, or for which such 
contact would be inappropriate. 
the Board believes that it has sufficient members to contain a balance of experience and skills, but is not so large as to be unwieldy. 
the Board contains a balance of executive and non-executive Directors such that no individual, or group of individuals, can dominate 
the Board’s decision making. no one individual has unfettered powers of decision. 
Details of the individuals skills and experience of the Directors are contained in the Directors’ biographies on page 10.  12
Booker Group plc
annual report & accounts 2009
corporate GoVernance
the Board meets regularly, on at least twelve scheduled occasions during each year and more frequently if necessary. there were twelve 
scheduled Board meetings, five audit committee meetings, four remuneration committee meetings and two nomination committee 
meetings held in the year under review and the attendance by Directors was as follows: 
Board Audit Remuneration Nomination
richard rose
 1 2 3 
12/12 2/5 4/4 2/2
charles Wilson
 2 3 4
 12/12 5/5 4/4 2/2
Jonathan prentis
 2
 12/12 5/5
lord Bilimoria
 1
 11/12 4/4 2/2
andrew cripps
 1
 12/12 5/5 4/4 2/2
Hans Kristian Hustad
 5
4/4
Kevin l yon 
6
12/12 5/5
Jim McMahon
 5
2/4
Bryan Drew
 7
5/5
Bryn satherley 
7
5/5
Karen Jones
 1 8
1/1
1
 Independent non-executive Director
2
 not a member of the audit committee but attended by invitation
3
 not a member of the remuneration committee but attended by invitation
4
 not a member of the nomination committee but attended by invitation
5
 Hans Kristian Hustad & Jim McMahon resigned from the Board on 9 July 2008
6
 Kevin l yon resigned from the Board on 27 May 2009
7
 Bryan Drew and Bryn satherley were appointed to the Board on 12 november 2008
8
 Karen Jones was appointed to the Board on 4 March 2009
 richard Farr was appointed to the Board and to the audit and remuneration committees on 27 May 2009 and, as such, did not hold office during the period under review.
the Board keeps the membership of committees under review to ensure gradual refreshing of skills and experience. the Board 
is satisfied that all Directors have sufficient time to devote to their roles and that it is not placing undue reliance on key individuals.
the Board is responsible to shareholders for ensuring that the company is appropriately managed and that it achieves its objectives. 
the Board has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control 
over appropriate strategic, financial, operational and regulatory issues. at its meetings, the Board reviews trading performance, 
ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to 
shareholders. Matters not specifically reserved for the Board and its committees under its schedule of matters and the committees’ 
terms of reference, or for shareholders in general meeting, are delegated to members of the executive committee. Individual Directors 
may seek independent advice at the expense of the company, subject to following an agreed procedure. the company maintains 
appropriate Directors’ and officers’ liability Insurance.
It is the company’s policy that the roles of the chairman and chief executive are separate, with their roles and responsibilities clearly divided 
and set out in writing. the chairman’s main responsibility is the leadership and management of the Board and its governance. the chairman’s 
commitment to the company is usually 2 days per month. His other significant commitments are disclosed in his biography on page 10. the 
Board considers that these commitments do not hinder his ability to discharge his responsibilities to the company effectively.
the chief executive is responsible for the leadership and day-to-day management of the company. this includes formulating and 
recommending the Group’s strategy for Board approval in addition to executing the approved strategy.
Information and professional development 
the Board is supplied with regular and timely information in a form and of a quality that enables it to discharge its duties. all Directors are encouraged 
to make further enquiries as they feel appropriate of the executive Directors or management. In addition, Board committees are provided with 
sufficient resources, plus the power to co-opt such additional support as they may require from time to time, to undertake their duties. 
on appointment, individual Directors undergo an induction programme covering, amongst other things:-
the business of the Group; •	
 their legal and regulatory responsibilities as directors of the company; •	
 briefings and presentations from relevant executives; •	
opportunities to visit business operations. •	
continued Booker Group plc
annual report & accounts 2009
13
all Directors are entitled to receive independent professional advice at the company’s expense and have access to the services of a 
professionally qualified and experienced company secretary, who is responsible for information flows to the Board and advising the 
Board on corporate governance matters. this ensures compliance with Board procedure and applicable laws and regulation. the Board 
has responsibilty for the appointment and removal of the company secretary.
Performance evaluation
During the year, the Board conducted an evaluation of its own performance and that of its three principal committees. In april 2009, each 
Director completed a questionnaire prepared by the chairman and the company secretary to rate the collective performance of the 
Board and its committees over some 30 questions with free text boxes for comments. the company secretary collated the evaluation 
results and the chairman then reviewed an unattributed executive summary, highlighting key outcomes. a report of the findings was then 
presented to and discussed by the Board. the Directors have concluded that, following this evaluation, the Board and its committees 
operate effectively and also consider that each Director is contributing effectively and demonstrates commitment to the role.
During the year, the chairman and the non-executive Directors met in the absence of the executive Directors and there was one meeting 
of the non-executive Directors chaired by the senior Independent non-executive Director at which the chairman was not present in 
order to appraise the chairman’s performance. 
Committees
the Board has established an audit committee, a nomination committee and a remuneration committee to oversee and debate issues 
of policy and oversight outside main Board meetings. throughout the year, the chairman of each committee provided the Board with 
a summary of key issues considered at the committee meetings. Board committees are authorised to engage the services of external 
advisers as they deem necessary in the furtherance of their duties at the company’s expense. 
Audit Committee 
chaired by andrew cripps, one of the non-executive Directors, from 9 July 2008, the audit committee during the year comprised one 
other non-executive, Kevin l yon (previously chairman of the audit committee). Following the year end, Kevin l yon’s resignation from the 
Board and the appointment of richard Farr as a non-executive Director, richard Farr and Karen Jones have joined the audit committee 
in place of Kevin l yon. all members of the audit committee are considered by the Board to be independent. the Board considers 
andrew cripps to have recent and relevant financial experience including his role as chairman and member of the audit committee at 
a number of fully listed companies and previous executive experience at a Ftse 100 listed company.
at the invitation of the audit committee, the chief executive, Group Finance Director, Head of Internal audit and the external auditor have 
attended meetings during the year. the company secretary is secretary to the audit committee.
the audit committee has defined terms of reference, which are published on the company’s website. richard rose, chairman, charles 
Wilson, chief executive, Jonathan prentis, Group Finance Director, and external auditors attend meetings of the audit committee by 
invitation. the audit committee is primarily responsible for: 
ensuring that the financial performance of the Group is properly monitored and reported on; •	
reviewing and monitoring the independence of the external auditor and the effectiveness of the audit process; •	
meeting with the auditors and reviewing reports from the auditors relating to the Group’s accounting and internal controls; •	
reviewing the effectiveness of the Group’s systems of internal control; •	
agreeing the terms of appointment and remuneration of the auditors. •	
the audit committee monitors the nature and extent of non-audit work performed by the external auditor to ensure the maintenance 
of objectivity and value for money and also considers the potential impact, if any, of this work on the auditor’s independence.
Following adoption in February 2009 of a whistleblowing policy, the company has implemented a whistleblowing programme in all of 
its operations whereby employees can, in confidence, report on matters where they feel a malpractice is taking place, or if health and 
safety standards are being compromised. additional areas that are addressed by this procedure include criminal activities, improper or 
unethical behaviour and risks to the environment.
the procedures allow employees to raise their concerns with line management or, if this is inappropriate, to raise them on a confidential 
basis. an externally facilitated confidential telephone mailbox and confidential e-mail facility are provided to protect the identity of 
employees in these circumstances. any concerns will be investigated in a confidential manner by the Hr Director and/or the company 
secretary and, after a decision has been made as to what (if any) further steps should be taken, feedback will be given to the person 
making the complaint. an official written record will be kept of each stage of the procedure. this policy and related procedures are 
monitored by the audit committee.  14
Booker Group plc
annual report & accounts 2009
Nomination Committee 
the nomination committee is chaired by the chairman, richard rose, and comprises two other non-executive Directors, lord Bilimoria 
and andrew cripps. It has defined terms of reference, which are published on the company’s website. charles Wilson, chief executive, 
attends by invitation. the nomination committee is responsible for making recommendations to the Board on the appointment of 
additional Directors and for reviewing the size, structure and composition of the Board and the membership of Board committees. 
During the year, in accordance with the plans for the orderly succession for appointments to the Board, the nomination committee 
recommended the appointment of two executive Directors, Bryan Drew and Bryn satherley and a non-executive Director, Karen 
Jones. since the year end, the nomination committee also recommended the appointment of richard Farr as a non-executive 
Director. In respect of each appointment, the candidates were interviewed by committee members and other Directors before 
recommending their appointment.
Remuneration Committee 
chaired by lord Bilimoria, the senior Independent non-executive Director, the remuneration committee comprised during the year one 
other non-executive Director, andrew cripps. since the year end and following his appointment as a non-executive Director on 27 May 
2009, richard Farr has also joined the remuneration committee. the remuneration committee has defined terms of reference, which 
are published on the company’s website. charles Wilson, chief executive, attends by invitation. 
the remuneration committee is responsible for setting the remuneration and other terms of employment of the company’s executive 
officers and management and determining and reviewing any share incentive plans. 
the remuneration report, which includes details of the remuneration committee’s role, Director’s remuneration and pension entitlements, 
together with information on service contracts is set out on pages 17 to 20. Details of Directors’ interests in the ordinary shares of the 
company are shown in the Director’s report on page 22.
Executive Committee 
the executive committee is chaired by charles Wilson, chief executive and comprises Jonathan prentis, Group Finance Director, Bryan 
Drew, commercial Director, Bryn satherley, operations Director and other senior members of the management team representing the 
operational businesses within the Group. It meets once a month to discuss operational matters, compliance, health and safety and 
trading performance. 
Re-election of Directors 
all Directors are required by the company’s articles of association to submit themselves to shareholders for re-election at the first annual 
General Meeting after their appointment and thereafter by rotation at least once every three years. Biographical details of all Directors 
are included on page 10.
In fulfilling their responsibilities, the Directors believe that they govern the company in the best interests of the shareholders, whilst having 
due regard to the interests of other stakeholders in the company including customers, employees and suppliers. 
Relations with shareholders 
the code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. the executive 
Directors have regular and ongoing communication with major shareholders throughout the year, by participating in investor roadshows 
and presentations to shareholders. Feedback from these visits is reported to the Board. the Directors also have regular contact with 
analysts and brokers. the senior Independent non-executive Director and other non-executive Directors (including the chairman) 
receive reports on matters raised at the meetings with shareholders and are offered the opportunity to attend meetings with major 
shareholders. as a result of these procedures, the non-executive Directors believe that they are aware of shareholders’ views. In 
addition, lord Bilimoria, the senior Independent non-executive Director, is available to meet with major shareholders. no shareholders 
asked to meet with him during the year.
arrangements can also be made through the company secretary for major shareholders to meet with newly appointed directors.
the company maintains a website at www.booker.co.uk which is regularly updated and contains information about the company. 
the code encourages boards to use the annual General Meeting to communicate with investors and to encourage their participation. 
In compliance with the code, the Board welcomes as many shareholders as possible to attend the annual General Meeting to discuss 
any interest or concern, including performance, governance or strategy, with the Directors. 
the chairs of the audit, remuneration and nomination committees are available to answer questions at the annual General Meeting 
(and all Directors are expected to attend the annual General Meeting) to answer shareholder questions, through the chairman of the 
Board, on the responsibilities and activities of their committees. shareholders also have the opportunity to meet with the Directors 
following the conclusion of the formal part of the meeting.
In compliance with the code, at the annual General Meeting, the chairman will announce the level of proxies lodged on each resolution, 
the balance for and against and abstentions, after it has been dealt with on a show of hands and such details will be placed on the 
company’s website following the meeting. a separate resolution will be proposed at the annual General Meeting in respect of each 
corporate GoVernance
continued Booker Group plc
annual report & accounts 2009
15
substantially separate issue. the chairmen of the audit, remuneration and nomination committees will deal with matters relating to 
those committees.
Directors’ conflicts of interest
Following the changes made to the company’s articles of association at the annual General Meeting in 2008 and the subsequent 
introduction of section 175 of the companies act 2006 on 1 october 2008 which allows the Directors to authorise potential and actual 
conflicts of interest, formal procedures for the notification and authorisation of such conflicts have been approved by the Board. 
these procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure that only 
Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review the register of 
Directors’ conflicts annually and on an ad hoc basis when necessary. any potential conflicts of interest in relation to newly appointed 
Directors are considered by the Board prior to appointment.
Internal controls and risk management 
the Board has overall responsibility for the Group’s system of internal control and for reviewing its adequacy and effectiveness. such a 
system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and aims to provide reasonable 
and not absolute assurance against material misstatement and loss. In order to discharge that responsibility in a manner that ensures 
compliance with laws and regulations and promotes effective and efficient operations, the Directors have established an organisational 
structure with clear operating procedures, lines of responsibility and delegated authority. 
the audit committee formally reviews the operation and effectiveness of the Group’s system of internal controls on an annual basis. 
the latest review covered the financial year to 27 March 2009. no significant failings or weaknesses were identified from this review.
the Board has a process for identifying, evaluating and managing the risks faced by the company. this process is continual and has 
been in place for the year under review up to the date of this report, and is regularly reviewed by the Board in accordance with relevant 
guidance. there is an established framework of internal controls, which is set out in procedures approved by the Board and which 
include financial, operational and compliance controls and risk management. these procedures are readily accessible to staff, who 
follow their guidance. 
the more important elements of this framework are as follows: 
Management structure 
the Board has overall responsibility for the company. each member of the executive committee has responsibility for specific aspects 
of the Group’s affairs. In addition, the Board and each of its committees operate under a schedule of matters or terms of reference and 
the Board determines how the chief executive and the executive committee may operate within a framework of delegated authorities 
and reserved powers which seek to ensure that certain transactions which are significant in terms of their size or type, are undertaken 
only after Board review. 
Corporate accounting and procedures 
responsibility levels are communicated throughout the Group as part of the corporate communication procedure. 
accounting, delegation of authority and authorisation levels, segregation of duties and other control procedures, together with the 
general ethos of the Group are included in these communications, and standardised accounting policies are in place reflecting this 
policy. these procedures are subject to review to ensure that improvements to enhance controls can be made.  16
Booker Group plc
annual report & accounts 2009
Quality and integrity of personnel 
the integrity and competence of personnel is ensured through high recruitment standards and subsequent training. Quality personnel 
are seen as an essential part of the control environment and the ethical standards expected are communicated through senior members 
of staff. 
Budgetary process 
each year the Board approves the annual budget, which includes an assessment of key risk areas. performance is monitored and 
relevant action taken throughout the year by regular reporting to the Board of updated forecasts together with information on key risk 
areas.
Risk management
the Board assesses risk management throughout the Group aided by detailed reviews of internal controls and risk management 
procedures. 
Investment appraisal 
capital expenditure is regulated by the use of authorisation levels. For all expenditure beyond specified levels, Board approval is 
required. 
Internal audit 
the Group’s internal audit function, which reports to the Group Finance Director and chairman of the audit committee, monitors the 
effectiveness of key internal controls and the adequacy of these controls to manage business risk and to safeguard the company’s assets 
and resources, in accordance with a work plan approved and monitored by the audit committee. Its conclusions are communicated to 
the relevant level of management and the function has a direct reporting responsibility to the audit committee.
this report was approved by the Board of Directors on 27 May 2009. 
Mark Chilton 
Company Secretary 
 
continued
corporate GoVernance Booker Group plc
annual report & accounts 2009
17
this section of the annual report and accounts describes the role and composition of the remuneration committee established by the 
Board (the ‘committee’), the company’s remuneration policy and the arrangements currently in place for remuneration of both executive 
and non-executive Directors. 
The Remuneration Committee 
Membership 
the committee during the year comprised lord Bilimoria (chairman) and andrew cripps, both of whom are considered by the Board 
to be independent non-executive Directors. charles Wilson, chief executive, attends committee meetings by invitation. Details of 
attendance at committee meetings are set out on page 12. since the year end and following his appointment as a non-executive 
Director on 27 May 2009, richard Farr has joined the remuneration committee.
Role of the Committee 
the committee advises the Board and makes recommendations to it about all elements of the remuneration packages of the executive 
Directors and certain senior executives of the company, including remuneration, incentives and other benefits. It also recommends the terms of 
service contracts with executive Directors and any compensation arrangements resulting from the termination by the company of an executive 
Director’s service contract. the committee also makes recommendations concerning the grant of shares and share options. 
the committee’s responsibilities are set out in its terms of reference, which are published on the company’s website.
In determining remuneration, the committee consults where appropriate with the chief executive about its proposals. no Director or 
senior executive participates in discussions about his own remuneration. no external consultants were engaged in relation to the design of 
remuneration packages during the year, save for pricewaterhousecoopers llp in relation to the design of the psp & sa Ye (both as defined 
below). When setting its remuneration policy, the committee gives due consideration to the provisions and principles of the code.
Remuneration policy 
the company wishes to attract, retain and motivate senior management of the requisite quality. accordingly, its policy, in a competitive market, 
is to design remuneration packages which, through an appropriate combination of basic salary and bonus, reward senior management fairly 
for their individual contribution. the committee’s overall policy is to provide competitive and potentially rewarding remuneration packages. 
the committee, having reviewed the equity incentives it had in place, established in July 2008 a savings-related share option scheme 
(the ‘sa Ye’), as approved by HM revenue & customs, which was extended to all employees within the Group, and a performance share 
plan (the ‘psp’) also in July 2008, which was extended on a discretionary basis to certain employees only. certain information relating to 
the sa Ye and psp were set out in the remuneration report contained in the company’s 2008 annual report and accounts which was 
approved by shareholders at the company’s annual General Meeting in 2008. under the psp, employees selected to participate are 
entitled to acquire ordinary shares for no payment at the end of a vesting period (which will normally be 2 to 3 years). the company has 
made awards under the psp in relation to a total of 36 million new ordinary shares. Vesting is subject to continued employment and the 
requirement that the company’s share price be equal to or exceed certain share price targets for 60 consecutive days ending on or before 
the relevant vesting date. In certain circumstances, however, a proportion of awards may vest early. Details of awards made to the executive 
Directors under these plans are set out later in this report. options under the sa Ye are exercisable three years from the commencement of 
the relevant savings contract and not more than six months thereafter. 
Executive Directors’ remuneration 
the remuneration package of the executive Directors includes the following elements: 
Basic salary •	
salaries are normally reviewed annually and any changes are effective from 1 april. no changes were made to salaries effective from 
1 april 2009. Details of the Directors’ remuneration are set out on page19. 
 Bonus •	
payments under the annual scheme are based upon the achievement of budgeted profit targets for the Group. Jonathan prentis, 
Bryan Drew and Bryn satherley have each been awarded a bonus of approximately 35 per cent of their annual salary.
Share incentives •	
the executive Directors are entitled to participate in the psp and the sa Ye.
Pensions •	
all executive Directors are entitled to a pension contribution at the rate of 15% of pensionable pay to be paid into their own personal 
pension arrangement or the Group personal pension plan, open to all of its permanent employees. pensionable pay is set at basic 
salary. Details of pension contributions in relation to the executive Directors are set out in the table on page 19.
Other beneﬁts •	
Benefits for executive Directors principally comprise critical illness cover and permanent health cover. all executive Directors are also 
entitled to a car (or car allowance), life cover of four times basic salary and private medical insurance for themselves and their families. 
. 
reMuneratIon report 18
Booker Group plc
annual report & accounts 2009
External appointments 
executive Directors are not permitted to hold external directorships or offices of other fully listed or aIM listed companies and, 
accordingly, no executive Director serves as a non-executive Director of any other company.
Non-Executive Directors’ letters of appointment
the non-executive Directors are paid a fixed fee and have letters of appointment for an initial period of 3 years subject to termination 
on one month’s notice by the relevant Director or the company. these appointments are also subject to the articles of association of 
the company. these letters are available for inspection at the company’s registered office during business hours and at the annual 
General Meeting. 
the fees for the non-executive Directors are determined by the Board and reviewed from time to time having regard to the level of 
fees paid to non-executive Directors of comparator companies and reflect the individual commitments of the non-executive Directors 
to the Board and to the Board’s committees. the non-executive Directors are not involved in any discussions or decisions about their 
own remuneration. 
other than richard rose, who has share options in the company that were awarded prior to the reverse acquisition in 2007, the 
non-executive Directors do not receive bonuses or pension contributions and are not entitled to participate in any of the company’s 
share schemes. they are entitled to be reimbursed for reasonable expenses incurred by them in carrying out their duties as Directors 
of the company. 
Executive Directors’ service contracts
the Board’s policy is that service contracts of executive Directors should provide for termination by the company on twelve months’ 
notice. the service contracts of each of the current executive Directors provide for such a period of notice. none of the contracts 
provides for specific contractual termination payments other than payment in lieu of notice. 
the company’s policy on the termination of contracts of service of senior executives is dictated by the events, bearing in mind the 
circumstances of termination and the interests of the company. these service contracts are available for inspection at the company’s 
registered office during business hours and at the annual General Meeting.
Sums paid to third parties 
no consideration was paid to or became receivable by third parties for making available the services of any person as a Director of 
the company during the year. 
Terms of appointment 
at each annual General Meeting, in accordance with the company’s articles of association, one third (or if their number is not a multiple 
of three, the number nearest to, but not exceeding, one third) of Directors, excluding those Directors appointed since the last annual 
General Meeting, are required to retire and may stand for re-election. In addition, all Directors appointed during the year must retire at the 
annual General Meeting and may offer themselves for re-appointment. Bryan Drew, Bryn satherley, Karen Jones and r ichard Farr, having 
been appointed during the year, will each therefore retire at the annual General Meeting and offer themselves for re-appointment. charles 
Wilson will retire by rotation at the annual General Meeting, and being eligible, will offer himself for re-election.
reMuneratIon report
continued Booker Group plc
annual report & accounts 2009
19
Directors emoluments 
the figures below represent the Directors’ remuneration earned for:
2008: as directors of Giant t opco limited up to 3 June 2007 and as directors of Booker Group plc from 4 June 2007 or from •	
date of appointment 
2009: as directors of Booker Group plc from 29 March 2008 or from date of appointment. •	
Basic Annual Bonus
Benefits in 
Kind Other
Total
before pension 
contributions
Pension 
Contributions
2009
£’000
2008
£’000
2009
£’000
2008
£’000
2009
£’000
2008
£’000
2009
£’000
2008
£’000
2009
£’000
2008
£’000
2009
£’000
2008
£’000
Executive 
charles Wilson 510 505 – – – – – – 510 505 76 76
Jonathan prentis 206 204 72 72 21 14 – – 299 290 30 28
Bryan Drew
 1
76 – 27 – 4 – – – 107 – 10 –
Bryn satherley
 1
76 – 27 – 6 – – – 109 – 10 –
Non-Executive 
richard rose
77 63 – – – – – – 77 63 – –
lord Bilimoria 36 12 – – – – – – 36 12 – –
andrew cripps 36 12 – – – – – – 36 12 – –
Kevin l yon
 3 4
36 35 – – – – – 150 36 185 – –
Karen Jones
 5
3 – – – – – – – 3 – – –
Hans Kristian Hustad
 2 6 7
9 75 – – – – – 125 9 200 – –
Jim McMahon
 7
9 30 – – – – – – 9 30 – –
Gunnar sigurdsson
 8
– – – – – – – – – – – –
1,074 936 126 72 31 14 – 275 1,231 1,297 126 104
1 
appointed to the Board on 12 november 2008
2 
“other” represents compensation for loss of employment as an executive Director in connection with the reverse acquisition
3 
“other” represents additional fees paid in connection with the reverse acquisition
4 
resigned from the Board on 27 May 2009
5
 appointed to the Board on 4 March 2009
6 
“other” represents compensation for loss of office on resignation of chairmanship of Giant t opco limited. Mr Hustad resigned from the Board of Giant t opco limited on 3 June 2007
7 
resigned from the Board on 9 July 2008
8 
resigned from the Board of Giant t opco limited on 4 June 2007
on 28 october 2005, Booker agreed to pay a joining fee to charles Wilson, part of which was his entitlement to receive £443,262.50 
on 1 april 2008, provided he was an employee and a director of Booker or one of its associated companies at that date. this figure 
is not included in the above analysis. 20
Booker Group plc
annual report & accounts 2009
With effect from 28 March 2009, the Directors’ basic salaries and fees in relation to the company will remain as follows:
£000
Executive 
charles Wilson 510
Jonathan prentis 206
Bryan Drew 206
Bryn satherley 206
Non-Executive
richard rose 77
lord Bilimoria 36
andrew cripps 36
Karen Jones 36
Kevin l yon * 36
* Kevin l yon resigned from the Board on 27 May 2009. 
 richard Farr was appointed to the Board as a non-executive Director on 27 May 2009 and will receive fees at the rate of £36,000 per annum.
Directors’ options
as at 27 March 2009, richard rose held options over 1.8 million ordinary shares of the company. the options, which vested on 
4 June 2007, the date of the reverse acquisition of Blueheath Holdings plc, are exercisable before 7 February 2017 at an option price 
of 5 pence per share.
on 3 July 2008, Jonathan prentis was awarded options in respect of 50,321 ordinary shares pursuant to the sa Ye. these options 
will vest on 1 september 2011 and will lapse on 1 March 2012 at an option price of 18.68 pence per share.
In addition, on 3 July 2008, the following Directors were awarded the following options relating to ordinary shares of the company 
through participation in the psp:
Name Date of Grant
Option 
Exercise Price 
(£)
Date from
which Option
Exercisable
Number
of Shares Expiry Date
charles Wilson 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
Jonathan prentis 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
Bryn satherley 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
Bryan Drew 3 July 2008 nil 3 July 2010 1,400,000 3 July 2018
a quarter of the ordinary shares subject to each award will vest on reaching share prices of 28.75p, 30.5p, 34.5p and 46p over a 
consecutive 60 day period.
Directors’ Share Interests 
the beneficial interests in the ordinary shares of the company of Directors who held office at the end of the financial year are set out 
in the Directors’ report.
this report was approved by the Board of Directors on 27 May 2009. 
Lord Bilimoria CBE, DL 
Chairman of the Remuneration Committee 
 
reMuneratIon report
continued Booker Group plc
annual report & accounts 2009
21
the Directors present their report and audited accounts for the 52 week period ending 27 March 2009. 
Business review 
Information on the Group’s principal activities, its performance during the year and its prospects for future development is contained in the 
chairman’s statement, the chief executive’s review and Group Finance Director’s report. 
Risk factors
It is the Directors’ intention that the company seeks admission to listing on the official list and to trading on the london stock exchange plc’s main 
market for listed securities. Within the prospectus to be published in due course in connection with the proposed move to the official list will be 
scheduled the following risk factors; risks relating to competition, risks relating to the industry and risks relating to the Group and its business.
the Directors consider the following risks to be those known to the Directors at the date of this Directors’ report which Directors 
consider to be material, but these do not necessarily comprise all risks to which the Group is exposed and are not set out in any order 
of priority. additional risks and uncertainties currently unknown to the Directors or which the Directors currently believe are immaterial, 
may also have a material adverse effect on the business, financial condition or prospects of the Group.
Risks relating to the industry
t obacco regulation •	
alcohol regulation •	
environmental legislation •	
uK and european regulations •	
the Group’s performance could be adversely affected by poor economic conditions •	
t rade insurers •	
Decline in the number of independant retailers and licensed premises •	
changes in duty and V at •	
Health concerns and pandemics •	
Risks relating to a competitive market
Increased competition from the grocery multiples •	
Growth of large uK food multiples and discounters •	
pricing and promotional activities by competitors •	
threat of new entrants •	
Risks relating to the Group and its business
Dependence on key customers •	
Dependence on relations with third party suppliers •	
Management controls and reporting procedures •	
consumer trends •	
It systems errors, internet reliance and malfunctions •	
Dependence on key executives and personnel •	
Mergers and acquisitions •	
Future prospects and the need to raise capital in the future •	
Financing costs and interest rate hedging •	
the Group may be subject to increases in operating and other expenses •	
Foreign exchange •	
pensions •	
litigation •	
the Group is exposed to the risk of bank counterparty default •	
product liability claims •	
any events that negatively impact the reputation of, or value associated with, the Group’s brands could adversely affect the Group’s business •	
property lease liabilities •	
the Board will endeavour to mitigate these and any other risks in the future.
DIrectors’ report 22
Booker Group plc
annual report & accounts 2009
Key performance indicators 
the principal KpI’s used to monitor the financial performance of the business are gross profit margin, earnings before interest, tax and 
amortisation relative to plan, stock and cash balances relative to plan and levels of net debt. other key non-financial measures are 
customer satisfaction and health and safety.
Results and dividends 
the Group recorded a profit for the period of £39.2m (2008: £29.8m) as shown in the consolidated Income statement.
the Directors have recommended a final dividend of 0.67 pence per ordinary share. If approved by shareholders at the annual 
General Meeting, this final dividend will be payable on 10 July 2009 to shareholders on the register of members at the close of 
business 12 June 2009. an interim dividend 0.2 pence per share was paid on 28 november 2008.
Directors
the names of those persons serving as Directors of the company during the year are set out below. Biographical details of persons 
serving as Directors as at the date of this report are set out in Board of Directors.
From 29 March 2008 the Directors of Booker Group plc were as follows: 
charles Wilson  (held office throughout the period)
Jonathan prentis (held office throughout the period)
richard rose (held office throughout the period)
lord Bilimoria (held office throughout the period)
andrew cripps (held office throughout the period)
Kevin l yon  (held office throughout the period)
Hans Kristian Hustad (resigned 9 July 2008)
Jim McMahon (resigned 9 July 2008)
Bryan Drew (appointed 12 november 2008)
Bryn satherley (appointed 12 november 2008)
Karen Jones (appointed 4 March 2009)
on 27 May 2009, Kevin l yon resigned from the Board and richard Farr was appointed to the Board.
In accordance with the company’s articles of association, Bryan Drew, Bryn satherley, Karen Jones and richard Farr, having been 
appointed since the last annual General Meeting will offer themselves for re-appointment. charles Wilson will retire by rotation at the 
annual General Meeting, and being eligible, will offer himself for re-election.
the company maintains appropriate Directors’ and officers’ liability Insurance in respect of itself and its Directors. 
the Directors may also be indemnified in accordance with the company’s articles of association and to the maximum extent permitted 
by law, although no such indemnities are currently in place. the insurance does not, and any indemnities if granted would not, provide 
cover where the relevant Director or officer has acted fraudulently or dishonestly.
the interests of the Directors in the ordinary shares of the company were as follows: 
Ordinary Shares in
Booker Group plc 
27 March 2009
charles Wilson 123,241,986
Jonathan prentis 22,863,486
Bryan Drew 22,863,486
Bryn satherley 22,863,486
lord Bilimoria 200,000
andrew cripps 200,000
Karen Jones 50,000
Kevin l yon 200,000
DIrectors’ report
continued Booker Group plc
annual report & accounts 2009
23
Substantial interests 
the company is aware or has been notified of the following shareholdings of 3% or more of the total voting rights attaching to its issued 
share capital as at 27 May 2009:
%
sinjul nominees limited (acting as a nominee for a member of the Kaupthing Group) 22.00 
artemis Investment Management 14.92
Morley Fund Investment 10.09
charles Wilson 8.30 
lansdowne partners 7.68 
cazenove capital Management 3.60 
F&c asset Management 3.12
schroder Investment Management 3.01 
Footnote: Booker employees (excluding Charles Wilson) hold 14% of the Ordinary Shares of the Company which shares are subject to a lock-in agreement, expiring on 1 June 2009.
Articles of Association
as a result of the company’s proposed delisting of its shares from trading on aIM and admission of its shares to the official list of the 
Financial services authority and to trading on the main market of the london stock exchange, it is proposed that the company should 
amend its articles of association at the annual General Meeting to remove any references to the aIM rules so that such rules do not act 
as any restriction on the powers granted under the articles of association. Details of such proposed amendment are contained in the 
notice of annual General Meeting which seperately accompanies this document.
Employees 
It is the Group’s policy to involve employees in the business and to ensure that matters of concern to them, including the Group’s 
aims and objectives and its financial performance, are communicated in an open and regular way. this is achieved through the use of 
business briefings, newsletters and other less formal communications. 
the promotion of equal opportunities for all employees, including disabled persons, is regarded as an important Group priority. 
applications for employment and promotion of disabled persons are treated on the same basis as those from other applicants having 
regard to aptitude, ability, requirements of the job and experience. the Group’s policy is to seek to continue the employment of, and to 
arrange appropriate training for, employees who have become disabled during the period when they were employed by the Group. 
Suppliers 
the Group works closely with its suppliers to ensure the delivery of its policies on product quality and integrity, health and safety, and the 
environment. payments to suppliers are made in accordance with terms and practices agreed with individual suppliers. 24
Booker Group plc
annual report & accounts 2009
continued
DIrectors’ report
Share capital
as at the date of this Directors’ report, the company’s share capital consisted of 1,488,679,080 issued and fully paid ordinary shares with 
a nominal value of 1 pence per share, listed on aIM. a total of 280,000 ordinary shares were issued during the year in connection with the 
exercise of options under the company’s share option schemes. ordinary shares may be held in certificated or uncertificated form. Further 
details of the company’s authorised and issued share capital are set out in note 21 to the Financial statements.
the rights and obligations attaching to the company’s ordinary shares are contained in the company’s articles of association, a copy of 
which can be viewed on the company’s website or obtained by request to the company secretary. the articles of association can only be 
changed by special resolution passed in a general meeting of shareholders.
each ordinary share carries the right to one vote on a poll at a general meeting of the company. there are no restrictions on transfer or 
limitations on the holding of the ordinary shares, nor are there any requirements for prior approval for their transfer. under the articles of 
association, the Directors have the power to suspend voting rights and the right to receive dividends in respect of ordinary shares in 
circumstances where the holder of those shares fails to comply with a notice issued under section 793 of the companies act 2006.
ordinary shares acquired through the company’s share option schemes rank equally with all other ordinary shares in issue and have 
no special rights. Details of share options granted but not exercised or lapsed as at 27 March 2009 are set out in note 24 to the 
Financial statements.
Annual General Meeting
the annual General Meeting of the company will be held at 11:00am on Wednesday 8 July 2009 at Booker branch st pancras, 
106 camley street, elm Village, camden, london nW1 0pF.
the notice of annual General Meeting, which seperately accompanies this document, includes details of the business to be transacted 
at the meeting and contains an explanation of all resolutions to be considered at the annual General Meeting.
Going concern 
after making enquiries, the Directors have a reasonable expectation that the Group have adequate resources to continue in 
operational existence for the foreseeable future. accordingly, they continue to adopt the going concern basis in preparing the group 
and company financial statements.
Political and charitable contributions 
the Group made no political contributions or charitable donations during the period, nor has it incurred any other political expenditure, 
either in the uK or overseas. staff and Directors have raised £52,217 for the British Heart Foundation, caravan and sweet charity. In 
addition donations totalling £62,000 have been made to charities through a ‘Give as you earn’ scheme. 
Disclosure of information to auditors 
each of the Directors who held office at the date of approval of this Directors’ report confirms that, so far as he or she is aware, there 
is no relevant audit information of which the company’s auditors are unaware and each Director has taken all the steps that he or she 
ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the company’s 
auditors are aware of that information. 
Auditors 
the company’s auditors, KpMG audit plc, have expressed their willingness to continue in office and a resolution will be proposed at the 
annual General Meeting for their reappointment as auditors to the company.
this report was approved by the Board of Directors on 27 May 2009. 
Mark Chilton 
Company Secretary 
  Booker Group plc
annual report & accounts 2009
25
Note
52 weeks ended 
27 March 2009 
£m
52 weeks ended 
28 March 2008
 £m
Revenue 3,179.2 3,078.2
cost of sales (3,077.0) (2,987.1)
Gross profit 102.2 91.1
administrative expenses (44.4) (45.0)
Operating profit 57.8 46.1
Finance income 6 7.3 3.8
Finance expenses 6 (17.9) (13.7)
Net financing costs 6 (10.6) (9.9)
Profit before tax 4 47.2 36.2
t ax 7 (8.0) (6.4)
Profit for the period attributable to equity holders of the company 39.2 29.8
Earnings per share (Pence)
Basic 8 2.63p 2.04p
Diluted 8 2.63p 2.03p
 
consolIDateD IncoMe stateMent
For the 52 weeks ended 27 March 2009
For the 52 weeks ended 27 March 2009
consolIDateD stateMent oF 
recoGnIseD IncoMe anD expense
Note
52 weeks ended 
27 March 2009 
£m
52 weeks ended 
28 March 2008
 £m
actuarial (loss)/gain on defined benefit plans 19 (24.9) 23.8
t ax recognised on income and expenses recognised directly in equity 7 8.3 (6.6)
effective portion of changes in the fair value of interest rate hedge (4.5) (2.9)
net (expense)/income recognised directly in equity (21.1) 14.3
profit for the period 39.2 29.8
t otal recognised income and expense for the period 18.1 44.1 26
Booker Group plc
annual report & accounts 2009
Note
 27 March 2009 
£m
28 March 2008 
£m
ASSETS
Non–current assets
property, plant and equipment 9 58.2 60.2
Intangible assets 10 423.9 423.9
retirement benefit assets 19 – 9.8
Deferred tax asset 12 12.3 5.6
494.4 499.5
Current assets
Inventories 13 196.8 184.7
t rade and other receivables 14 63.6 54.3
cash and cash equivalents 20.4 41.0
280.8 280.0
Total assets 775.2 779.5
LIABILITIES
Current liabilities
Interest bearing loans and borrowings 16 (0.2) (0.3)
t rade and other payables 15 (364.8) (347.9)
current tax (20.5) (16.5)
other financial liabilities 17 (11.6) (2.0)
(397.1) (366.7)
Non–current liabilities
Interest bearing loans and borrowings 16 (45.1) (87.9)
other payables 15 (28.2) (27.9)
retirement benefit liabilities 19 (2.0) –
provisions 20 (39.7) (42.4)
(115.0) (158.2)
Total liabilities (512.1) (524.9)
Net assets 263.1 254.6
EQUITY
share capital 21 14.9 14.9
share premium account 22 30.8 30.8
Merger reserve 22 260.8 260.8
share option reserve 22 1.6 0.2
Hedge reserve 22 (4.0) (1.6)
retained earnings 22 (41.0) (50.5)
Total equity attributable to equity holders 263.1 254.6
these financial statements were approved by the Board of Directors on 27 May 2009 and were signed on its behalf by:
Charles Wilson  Jonathan Prentis 
Director    Director
as at 27 March 2009
consolIDateD Balance sHeet Booker Group plc
annual report & accounts 2009
27
52 weeks ended 
27 March 2009 
£m
52 weeks ended 
28 March 2008
 £m
Cash flows from operating activities
profit before tax 47.2 36.2
Depreciation 14.7 16.2
Finance income (7.3) (3.8)
Finance expenses 17.9 13.7
profit on disposal of property, plant and equipment (0.2) –
equity settled share based payments 1.4 –
Increase in inventories (12.1) (4.4)
(Increase)/decrease in debtors (9.3) 15.2
Increase in creditors 18.7 1.1
Decrease in provisions (5.4) (2.7)
contributions to pension scheme (11.0) (9.7)
Net cash flow from operating activities 54.6 61.8
Interest paid (8.7) (9.2)
t ax paid (2.4) –
Cash generated from operating activities 43.5 52.6
Cash flows from investing activities
acquisition of property, plant and equipment (13.9) (11.0)
sale of property, plant and equipment 1.4 0.4
acquisition of subsidiary – (11.0)
Interest received 0.4 –
Net cash outflow from investing activities (12.1) (21.6)
Cash flows from financing activities
payment of finance lease liabilities (0.9) (0.6)
repayment of borrowings (36.1) (0.4)
Facility arrangement fees (4.0) –
Dividends (11.0) –
Net cash outflow from financing activities (52.0) (1.0)
Net (decrease) /increase in cash and cash equivalents (20.6) 30.0
cash and cash equivalents at the start of the period 41.0 11.0
cash and cash equivalents at the end of the period 20.4 41.0
cash and cash equivalents consist of:
cash and cash equivalents 20.4 41.0
Bank overdrafts – –
20.4 41.0
For the 52 weeks ended 27 March 2009
consolIDateD casH FloW stateMent  28
Booker Group plc
annual report & accounts 2009
1. General information
Overview
Booker Group plc is a company incorporated in the united Kingdom under the companies act 1985 (registration number 05145685). 
the address of the registered office is equity House, Irthlingborough road, Wellingborough, northamptonshire, nn8 1lt . the nature of 
the Group’s operations and its principal activities are set out in the chief executive’s review and Directors’ report.
Basis of accounting
the group financial statements have been prepared and approved by the Directors in accordance with International Financial reporting 
standards (‘IFrs’) as adopted by the eu, International Financial reporting Interpretations committee interpretations and those parts of the 
companies act 1985 applicable to companies reporting under IFrs. the company has elected to prepare its parent company financial 
accounts in accordance with uK Generally accepted accounting practice (‘uK Gaap’); these are presented on pages 50 to 54.
the group financial statements consolidate those of the company and its subsidiaries (together referred to as the ‘Group’). the parent 
company financial statements present information about the company as a separate entity and not about its group.
Recent accounting developments
IFrs 8 ‘operating segments’ has been endorsed by the eu and is effective for accounting periods on or after 1 January 2009. IFrs 8 
introduces the ‘management approach’ to segment reporting. IFrs 8 will require the disclosure of segment information based on the 
internal reports regularly reviewed by the Group’s chief operating Decision Maker in order to assess each segment’s performance and 
to allocate resources to them. It is not expected to have a significant impact on the Group.
amendment to Ias 23, ‘Borrowing costs’ (mandatory for annual periods beginning on or after 1 January 2009) removes the option to 
expense borrowing costs and requires that an entity capitalise borrowing costs directly attributable to the acquisition, construction or 
production of a qualifying asset as part of the cost of that asset. It is not expected to have any impact on the Group. 
IFrIc 13 ‘customer loyalty programmes’ (mandatory for annual periods beginning on or after 1 January 2009) addresses the accounting 
by entities that operate, or otherwise participate in, customer loyalty programmes for their customers. It relates to customer loyalty 
programmes under which the customer can redeem credits for awards such as free or discounted goods or services. It is not expected 
to have a significant impact on the Group. 
IFrIc 14 ‘Ias 19 - the limit on a Defined Benefit asset, Minimum Funding requirements and their Interaction’ has been endorsed by the 
eu. It is effective for accounting periods beginning on or after 1 January 2009. this is not expected to have an impact on the Group’s 
accounts as the Group has an unconditional right to any surplus that arises in the scheme.
amendments to Ias 1, ‘presentation of Financial statements’ (mandatory for periods beginning on or after 1 January 2009) requires the 
Group to present both a statement of changes in equity and a statement of recognised Income and expense as primary statements. 
the amendment would also require two comparative balance sheets in the event of a prior period adjustment. the amendment to Ias 
1 will impact the type and amount of disclosures made in these financial statements, but will have no impact on the reported profits or 
financial position of the Group.
Basis of preparation
the financial statements are presented in sterling and rounded to the nearest hundred thousand. they are prepared on the historical cost 
basis except that financial instruments and retirement benefit assets and liabilities are stated at their fair value. the financial statements 
for the current and prior period have been prepared for a 52 week period to reflect internal management reporting.
the financial statements for the 52 weeks ended 28 March 2008 disclosed on the face of the consolidated income statement a separate 
line items showing the Ias17 non cash adjustment included in cost of sales of £1.4m. this year the non cash element of Ias17 has not 
been separately disclosed as the Directors believe the presentation now adopted gives a more appropriate analysis of the results. the 
comparatives have been amended although there is no impact on total reported cost of sales or gross profit for the comparative period.
Basis of consolidation
subsidiaries are entities controlled by the Group. control exists when the Group has the power, directly or indirectly, to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that 
are currently exercisable or convertible are taken into account. the financial statements of subsidiaries are included in the consolidated 
financial statements from the date that control commences until the date that control ceases.
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2009
29
Going concern
the Directors consider that the risks noted in the Directors’ report are those known to the Directors at the date of such report which 
the Directors consider to be material but these do not necessarily comprise all risks to which the Group is exposed. In particular, the 
Group’s performance could be adversely affected by poor economic conditions. additional risks and uncertainties currently unknown to 
the Directors, or which the Directors currently believe are immaterial, may also have a material adverse effect on the business, financial 
condition or prospects of the Group.
During the period, the Group refinanced it’s banking arrangements and extended the facilities until June 2012. the Group’s forecasts 
and projections, taking account of possible changes in trading performance and considering the risks identified, show that the Group 
should be able to operate within the level of its current facility.
after making enquiries, the Directors have a reasonable expectation that the Group have adequate resources to continue in operational 
existence for the foreseeable future. accordingly, they continue to adopt the going concern basis in preparing the group and company 
financial statements.
Use of assumptions and estimates
the preparation of accounts in accordance with generally accepted accounting principles requires the Directors to make judgements, 
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. 
the estimates and associated assumptions are based on historical experience and various other factors that are believed to be 
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and 
liabilities that are not readily apparent from other sources. actual results may differ from these estimates.
these estimates and underlying assumptions are reviewed on an ongoing basis. revisions to accounting estimates are recognised in 
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the 
revision affects both current and future periods. 
some of these policies require a high level of judgement and the Directors and the audit committee believe that the most critical 
accounting policies and significant areas of judgement and estimation arise from the accounting for:
Ias19 ‘employee benefits’. Defined benefit schemes are accounted for in accordance with the advice of an independent qualified •	
actuary but significant judgements are required in relation to the assumptions for future salary and pension increases, inflation, 
investment returns and mortality that underpin their valuations.
Ias 37 ‘provisions, contingent liabilities and contingent assets’. the Group is party to a number of leases on properties that are no •	
longer required for trading. Whilst every effort is made to profitably sub-let these properties, it is not always possible. Where a lease 
is onerous to the Group, a provision is established for the difference between amounts contractually payable to the landlord and 
amounts contractually receivable from the tenant (if any) for the period up until the point it is judged that the lease will no longer be 
onerous. In addition, provisions exist for the expected future dilapidation cost on leasehold properties and the expected future costs 
of removing asbestos from leasehold properties. the Directors believe that their estimates, which are based upon the advice of an 
in house property department who monitor the uK property market, are appropriate. 
Ias 36 ‘Impairment of assets’. In testing for impairment of goodwill, the Directors have made certain assumptions concerning the •	
future development of the business that are consistent with its annual budget and forecast into perpetuity. should these assumptions 
regarding the discount rate or growth in the profitability be unfounded then it is possible that goodwill included in the balance sheet 
could be impaired. at 27 March 2009, the Directors do not consider that any reasonably likely changes in key assumptions would 
cause the carrying value of the goodwill to become impaired.
Ias12 ‘Income t axes’. In applying the Group’s accounting policy in relation to deferred tax, as set out below, the Directors are •	
required to make assumptions regarding the Group’s ability to utilise historical tax assets following an assessment of the likely 
quantum and timing of future taxable profits. a deferred tax asset is recognised to the extent that the Directors are confident that the 
Group’s future profits will utilise historical tax assets. 30
Booker Group plc
annual report & accounts 2009
continued
notes to tHe Group FInancIal stateMents
2. Accounting policies
the accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these group 
financial statements. 
Borrowing costs
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Borrowing costs 
also include a discount on the buyback of debt.
Business combinations and goodwill
subject to the transitional relief in IFrs 1, all business combinations are accounted for by applying the purchase method. Goodwill 
represents amounts arising on acquisition of subsidiaries. In respect of business acquisitions that have occurred since 1 april 2006, 
goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable 
intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is capitalised and is subject to an impairment review, both annually and when there are indications that its carrying value may 
not be recoverable. 
IFrs 1 grants certain exemptions from the full requirements of adopted IFrss in the transition period. the Group elected not to restate 
business combinations that took place prior to 1 april 2006. In respect of acquisitions prior to 1 april 2006, goodwill is included on 
the basis of its deemed cost, which represents the amount recorded under uK Gaap which was broadly comparable save that only 
separable intangibles were recognised and goodwill was amortised.
on 4 June 2007 the company, then named Blueheath Holdings plc, became the legal parent company of Giant t opco limited in a 
share-for-share transaction. Due to the relative values of the companies, the former Giant t opco limited shareholders became the 
majority shareholders with 90.36% of the enlarged share capital. as part of the business combination Blueheath Holdings plc changed 
its name to Booker Group plc and changed its accounting reference date to 31 March. Following the transaction the company’s 
continuing operations and executive management were predominantly those of Giant t opco limited.
IFrs 3 ‘Business combinations’ defines the acquirer in a business combination as the entity that obtains control. accordingly, the 
combination was accounted as a reverse acquisition i.e. as if Giant t opco limited had acquired Blueheath Holdings plc in return for 
consideration equal to the shares issued.
as a consequence of applying reverse acquisition accounting, the results of the Group at 28 March 2008 comprise the results of 
Giant t opco limited for the 52 weeks ended 28 March 2008 and those of Blueheath Holdings plc from 4 June 2007. 
Cash and cash equivalents
cash and cash equivalents comprise cash balances and deposits repayable on demand. Bank overdrafts that are repayable on 
demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for 
the purpose only of the statement of cash flows.
Classification of financial instruments issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions: 
they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or a. 
financial liabilities with another party under conditions that are potentially unfavourable to the Group; and 
where the instrument will or may be settled in the company’s own equity instruments, it is either a non-derivative that includes b. 
no obligation to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the 
company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
t o the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified 
takes the legal form of the company’s own shares, the amounts presented in these financial statements for called up share capital 
and share premium account exclude amounts in relation to those shares. 
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated with 
financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.
Cost of sales
cost of sales represents all costs incurred up to the point of sale including the operating expenses of the trading outlets.
Employee benefits
Defined contribution plans
obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred. Booker Group plc
annual report & accounts 2009
31
Defined benefit plans
the Group’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that 
employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present 
value, and the fair value of any plan assets (at bid price) is deducted. the liability discount rate is the yield at the balance sheet date 
on aa credit rated bonds that have maturity dates approximating to the terms of the Group’s obligations. the calculation is performed 
by a qualified actuary using the projected unit credit method.
all actuarial gains and losses as at 1 april 2006, the date of transition to adopted IFrss, were recognised. In respect of actuarial gains 
and losses that arise subsequent to 1 april 2006 the Group recognises them in the period they occur directly into equity through the 
statement of recognised income and expense.
Where the calculation results in a benefit to the Group, the asset recognised is limited to the present value of any future refunds from 
the plan or reductions in future contributions to the plan.
the expected return on pension scheme assets (recorded net of the costs to administer the scheme) and the interest on pension 
scheme liabilities are shown in net finance costs within the income statement.
Short-term benefits
short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. 
a provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has 
a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation 
can be estimated reliably.
Financial instruments
the Group uses financial instruments to hedge its exposure to interest rate risks arising from financing activities and they are stated at 
fair value. the fair value is the estimated amount the Group would receive or pay to terminate these instruments at the balance sheet 
date, taking into account current interest rates and the current creditworthiness of the instruments’ counterparties. changes in the 
fair value, that are designated and effective as hedges of the future volatility of interest expense, are recognised directly in equity. the 
ineffective portion is recognised in the income statement.
Foreign currency
t ransactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. 
Foreign exchange differences arising on translation are recognised in the income statement. non-monetary assets and liabilities that 
are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. 
non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at foreign exchange 
rates ruling at the dates the fair value was determined.
Guarantees
third party property guarantees are recognised as a financial liability under Ias 39 “Financial Instruments: recognition and Measurement”. 
these are measured and recognised at fair value. these property guarantees are included within “provisions” on the balance sheet.
Impairment 
the carrying values of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date 
to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated 
and compared to the carrying amount.
an impairment loss is recognised to the extent that the carrying value of an asset exceeds its recoverable amount and is recognised 
in the income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. cost is based on the weighted average principle and includes 
certain warehousing and distribution costs incurred in bringing the inventory to their existing location less supplier volume rebates. net 
realisable value is the estimated selling price less the estimated costs of disposal.
Interest bearing borrowings
Interest bearing borrowings are recognised in the balance sheet at amortised cost. costs associated with extending the bank facility 
are recognised in the income statement over the life of the facility . unamortised fees outstanding in relation to the replaced lender 
have been written off, whilst those relating to the remaining lender have been rolled forward and will be amortised over the extended 
facility. all other borrowing costs are recognised in the income statement in the period in which they are incurred. 32
Booker Group plc
annual report & accounts 2009
continued
notes to tHe Group FInancIal stateMents
2. Accounting policies continued
Leases
Operating lease payments
payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. 
Where a lease has a minimum fixed increase, the total minimum lease payments are spread over the lease term. the total amount 
payable over the life of the lease remains unchanged but the timing of the income statement charge changes. the excess of the rent 
charged over the cash payment in any period will be held on the balance sheet within “accruals and deferred income”.
lease incentives received are recognised in the income statement as an integral part of the total lease expense. 
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. the finance charge is 
allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Property, plant and equipment
property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of 
property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. 
labour and associated costs that have been incurred specifically on the ‘extra’ branch conversions have been capitalised in leasehold 
improvements and are being depreciated over the lesser of 10 years or the number of years remaining on the lease.
leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance 
leases. Where land and buildings are held under leases the accounting treatment of the land is considered separately from that of the 
buildings. leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present 
value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. 
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of 
property, plant and equipment. Freehold land is not depreciated. the estimated useful lives are as follows:
leasehold improvements  lesser of the unexpired term of the lease and 50 years •	
plant and equipment  5-25 years •	
Motor vehicles   4 years •	
Provisions
a provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past 
event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions 
are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax risk-free rate.
Revenue 
revenue is recognised when goods are received by the customer and the risks and rewards of ownership have passed to them. 
revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods provided 
in the normal course of business net of discounts and value added tax. Discounts are accounted for in the period they are earned. 
provision is made for expected customer returns.
Share based payments
the Group has issued equity settled share based payments. the fair value is measured using an option valuation model, taking into 
account the terms and conditions upon which the options were granted. this fair value is recognised as an employee expense over 
the period in which the employees become unconditionally entitled to the options, with a corresponding increase in equity, shown in 
a separate share option reserve.
the dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Supplier rebates
supplier allowances and credits are recorded as a reduction of cost of sales as they are earned according to the underlying agreement. 
allowances consist primarily of promotional allowances, quantity discounts and payments under merchandising agreements. amounts 
received under promotional or other merchandising allowance agreements that require specific performance are recognised when the 
performance is satisfied, the amount is fixed and determinable and the collection is reasonably assured. 
Taxation
t ax expense included in the Income statement comprises current and deferred tax.
current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the 
balance sheet date, and any adjustment to tax payable in respect of previous periods.
t ax is recognised in the income statement except to the extent it relates to items recognised directly in equity, in which case it is 
recognised in equity. Booker Group plc
annual report & accounts 2009
33
Deferred tax is provided using the Balance sheet liability method, providing for temporary differences between the carrying amounts 
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. 
Deferred tax is charged or credited in the Income statement, except when it relates to items charged or credited directly to equity, in 
which case deferred tax is also dealt with in equity.
Deferred tax liabilities and deferred tax assets are only recognised to the extent that, following an assessment of the quantum and timing of future 
taxable profits, it is probable that future taxable profits will be available against which deductible temporary differences can be utilised.
the carrying amount of deferred tax assets is reviewed at each balance sheet date and the amount which is recognised is increased 
or reduced to the extent that it is then probable or no longer probable that sufficient taxable profits will be available to allow all or part 
of the asset to be recovered.
Deferred tax assets and liabilities are offset against each other when they relate to income taxes levied by the same tax jurisdiction and 
when the Group intends to settle its current tax assets and liabilities on a net basis.
3. Segmental reporting
the Group has one business segment being wholesaling and associated activities. the Group operates in one geographical segment, 
the united Kingdom.
4. Proﬁt before tax
This is stated after charging/(crediting):
2009
£m
2008
£m
operating lease rentals – land and buildings 40.1 39.9
operating lease rentals – plant and machinery 6.8 5.9
Depreciation of property, plant and equipment 14.7 16.2
profit on disposal of property, plant and equipment (0.2) –
(Write-back)/ impairment to net realisable value of inventories (1.2) 0.3
During the period the Group incurred the following costs for services provided by the company’s auditors:
audit of these financial statements 0.1 0.1
audit of financial statements of subsidiaries pursuant to legislation 0.2 0.2
other services relating to taxation 0.1 0.2
0.4 0.5
In addition to the above, £nil (2008: £0.3m) was paid to the auditors relating to corporate finance transactions in respect of the reverse 
acquisition of Blueheath Holdings plc and this has been capitalised.
5. Staff numbers and costs
the average number of persons employed by the Group (including the Directors) during the period, was as follows:
2009
Number
2008
Number
Branch and distribution 7,750 7,779
administration 590 634
8,340 8,413
the aggregate payroll costs of these persons were as follows:
£m £m
Wages and salaries 129.3 125.2
social security costs 11.6 11.0
equity settled share based payments 1.4 –
other pension costs 3.1 3.0
145.4 139.2
Details of Directors’ remuneration are provided in the remuneration report. 34
Booker Group plc
annual report & accounts 2009
continued
notes to tHe Group FInancIal stateMents
6. Finance income and expense
2009 
£m
2008
£m
expected return on pension scheme assets (32.3) (35.8)
Interest on pension liabilities 31.5 32.2
t ransfer from legacy pension scheme (1.3) –
(2.1) (3.6)
Interest receivable and similar income (0.4) –
net gain on re-measurement of interest rate swap to fair value – (0.2)
Discount on debt buyback (4.8) –
Finance income (7.3) (3.8)
Interest on bank loans and overdrafts 7.2 9.4
net loss on re-measurement of interest rate swap to fair value 5.1 –
other interest payable – 0.1
unwinding of discount on provisions 2.7 2.5
amortisation of financing costs 2.9 1.7
Finance expense 17.9 13.7
net financing costs 10.6 9.9
7. Tax
i) Recognised in the income statement 
2009
£m
2008
£m
Arising in respect of current period
current tax 10.4 –
Deferred tax 1.6 6.0
12.0 6.0
Arising in respect of prior periods
(over)/understatement of prior period (4.0) 5.2
Benefit of recognition of deferred tax asset – (4.8)
(4.0) 0.4
t otal tax charge 8.0 6.4
uK corporation tax is calculated at 28% (2008: 30%) of the estimated assessable profit for the period. t axation in other jurisdictions is 
calculated at the rates prevailing in respective jurisdictions. Booker Group plc
annual report & accounts 2009
35
ii) Reconciliation of effective tax rate
the differences between the total tax charge shown above and the amount calculated by applying the standard rate of uK corporation 
tax to the profit before tax is as follows:
2009
£m
2008
£m
profit before tax 47.2 36.2
t ax using the current uK corporation tax rate of 28% (2008: 30%) 13.2 10.9
non deductible expenses 1.4 1.0
reversal of previously unrecognised temporary differences (2.6) (5.9)
recognition of deferred tax on prior period temporary differences – (4.8)
t ax in respect of former overseas businesses (4.0) 5.2
t otal tax charge 8.0 6.4
effective tax rate 16.9% 17.7%
iii) Tax recognised directly in equity
2009
£m
2008
£m
Deferred tax credit/(charge) on:
retirement benefit obligations 7.0 (7.1)
Interest rate hedge 1.3 0.5
8.3 (6.6)
8. Earnings per share
Basic earnings per share are calculated by dividing the profit after tax by the weighted average number of ordinary shares outstanding 
during the period.
Diluted earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding share 
options and dilutive shares issuable under the Group’s share plans.
2009 2008
Group
Earnings
£m
 Weighted
average
shares
 Number
Earnings
per share
Pence
Earnings
£m
 Weighted
average
shares
Number 
Earnings
per share
Pence
Basic eps 39.2 1,488.4 2.63 29.8 1,462.8 2.04
share options – 4.2 – – 4.7 (0.01)
Diluted eps 39.2 1,492.6 2.63 29.8 1,467.5 2.03
no shares in relation to the performance share plan have been included in the diluted eps as no share price targets have been met 
at 27 March 2009. the number of shares included in the diluted eps in relation to the sa Ye and the share option schemes has been 
calculated in accordance with Ias 33.
t o enable a meaningful comparison, the weighted average number of shares for the prior period have been based on the 1,344,910,958 new 
shares issued on 4 June 2007. t he 143,488,122 of Blueheath Holdings plc shares in issue just prior to the reverse acquisition are deemed to 
have been issued on 3 June 2007 and have been used to calculate the weighted average number of shares for the period to 28 March 2008.  36
Booker Group plc
annual report & accounts 2009
continued
notes to tHe Group FInancIal stateMents
9. Property, plant & equipment
Freehold
£m
Long
Leasehold
£m
Short
Leasehold
£m
Plant &
Equipment
£m
Motor
Vehicles
£m
Total
£m
Cost
at 30 March 2007 0.6 3.5 35.7 200.2 15.7 255.7
additions – 1.4 – 9.6 – 11.0
Disposals – – – (0.7) (6.5) (7.2)
reclassifications – 0.4 – (0.4) – –
acquisition of business – – 0.4 2.1 1.0 3.5
at 28 March 2008 0.6 5.3 36.1 210.8 10.2 263.0
additions – 4.3 – 9.6 – 13.9
Disposals (0.3) – (0.1) (2.4) (3.6) (6.4)
reclassifications – 0.8 – (0.8) – –
At 27 March 2009 0.3 10.4 36.0 217.2 6.6 270.5
Depreciation
at 30 March 2007 – 0.4 20.0 156.3 13.9 190.6
provided during the period – 0.2 1.5 13.7 0.8 16.2
Disposals – – – (0.7) (6.1) (6.8)
acquisition of business – – 0.4 1.9 0.5 2.8
at 28 March 2008 – 0.6 21.9 171.2 9.1 202.8
provided during the period – 0.4 1.5 12.4 0.4 14.7
Disposals – – (0.1) (1.5) (3.6) (5.2)
At 27 March 2009 – 1.0 23.3 182.1 5.9 212.3
Net book value
At 27 March 2009 0.3 9.4 12.7 35.1 0.7 58.2
at 28 March 2008 0.6 4.7 14.2 39.6 1.1 60.2
at 30 March 2007 0.6 3.1 15.7 43.9 1.8 65.1
the cost of freehold properties includes land of £0.3m (2008: £0.6m) on which depreciation is not provided.
the net book value of plant and equipment includes £0.2m (2008: £1.1m) in respect of assets held under finance leases. 
on 4 June 2007, Giant t opco limited completed the reverse acquisition of Blueheath Holdings plc in a share-for-share transaction. 
purchase consideration of £0.7m was allocated to the property, plant & equipment acquired, split between plant & equipment (£0.2m) 
and motor vehicles (£0.5m). capitalised short leasehold improvements were also acquired at their fair value of £nil.
10. Intangible assets
Goodwill
£m
Cost and net book value
at 30 March 2007 410.1
addition 13.8
at 28 March 2008 and 27 March 2009 423.9
the Group is required to test its goodwill for impairment at least annually, or more frequently if indicators of impairment exist. Impairment 
reviews compare the carrying value of the goodwill contained in each cash generating unit (‘cGu’) with its recoverable amount.
Goodwill arose in the Group following the acquisitions of the Big Food Group limited by Giant t opco limited in 2005 and the reverse 
acquisition of Blueheath Holdings plc in 2007. the Directors believe that only one cash generating unit (‘cGu’) now exists within the 
Group as all aspects of its operations are interdependent on each other. the operations of Blueheath are now fully integrated with those 
of the cash and carry business. Booker Group plc
annual report & accounts 2009
37
the recoverable amount of the cGu is considered to be its value in use, calculated by reference to the Group’s pre tax cash flow 
projections based on the Group’s approved budget for 2010 and plan for 2011. cash flows beyond this period are extrapolated 
into perpetuity using an estimated growth rate of 2%, being the Directors’ estimated view of the long term compound growth in the 
economy. this is considered appropriate because the cGu is considered to be a long term business.
the main assumptions on which the forecast cash flows were based include the level of sales, gross margin and expenses within the 
business and have been set by the Directors based on their past experience of the business and its industry together with their future 
plans for the business and expectations of the market. the level of sales depends upon the size of the markets in which the Group 
operate together with the Directors’ estimations of its market share and competitive pressures. Gross margin considers the net costs 
to the business of purchasing products together with the level of supplier rebates and income to support sales activities. expenses 
are based on the current cost base of the Group adjusted for variable costs and known plans for the business. 
a pre tax discount rate of 13.5% has been applied to the projected cash flows. the discount rate reflects the market assumptions for 
the risk free rate and equity risk premium and also takes into account the cost of debt. 
a sensitivity analysis has been performed in order to review the impact of changes in key assumptions. an increase in the pre tax 
discount rate of up to 1.8% (with all other assumptions held constant) or a growth rate of nil% (with all other assumptions held constant) 
does not identify that an impairment is required.
the Directors believe that the assumptions on which the carrying value of goodwill is supported are reasonable and that no impairment 
to goodwill is required.
11. Prior period acquisition of subsidiary
on 4 June 2007, Giant t opco limited completed the reverse acquisition of Blueheath Holdings plc in a share-for-share transaction. 
the consideration was £20.6m, reflecting the fair value of the acquired business having a market value of 9.75p at the date of 
acquisition and transaction costs of £6.6m. the net assets of Blueheath Holdings plc, the legal parent, were £6.8m, giving rise to 
goodwill of £13.8m.
 
there were no adjustments recorded to the net assets reported in the prior year. 
12. Deferred tax assets and liabilities
Recognised deferred tax assets/(liabilities)
the following are the major deferred tax assets/(liabilities) recognised by the Group:
Decelerated
 tax 
depreciation
£m
Retirement
benefit
obligations
 IAS 19
£m
Property
 leases
IAS17 
£m
Financial
instruments
IAS 39
£m
Share based
payments
IFRS2 
£m
Total
£m
at 30 March 2007 – 10.8 2.6 – – 13.4
credit/(charge) to the income 
statement 4.8 (6.4) 0.4 – – (1.2)
credit/(charge) to equity – (7.1) – 0.5 – (6.6)
at 28 March 2008 4.8 (2.7) 3.0 0.5 – 5.6
credit/(charge) to the income 
statement – (3.7) 0.3 1.4 0.4 (1.6)
credit to equity – 7.0 – 1.3 – 8.3
At 27 March 2009 4.8 0.6 3.3 3.2 0.4 12.3
Ias 12 ‘Income t axes’ permits the offsetting of balances within the same tax jurisdiction. all of the deferred tax assets were available 
for offset against deferred tax liabilities. 38
Booker Group plc
annual report & accounts 2009
continued
notes to tHe Group FInancIal stateMents
12. Deferred tax assets and liabilities continued
Unrecognised deferred tax assets
Based on an assessment of the quantum and timing of future taxable profits, deferred tax assets have not been recognised in respect 
of the following:
2009
£m
2008
£m
property, plant and equipment 5.6 6.5
t ax losses 13.2 13.5
surplus act carried forward 30.0 30.0
48.8 50.0
the amounts of unrecognised deferred tax assets disclosed in the above table represent net amounts. at the balance sheet date 
the Group had surplus unclaimed capital allowances of £37m (2008: £40m) of which £20m (2008: £23m) are not recognised. the 
Group also has unutilised tax trading losses of £35m (2008: £35m), unutilised non trading losses of £12m (2008: £12m) and surplus 
act of £30m (2008: £30m), all of which are not recognised on the basis that recovery is not probable. there are no expiry dates 
attributed to any of the above.
the Group does not have any unremitted overseas earnings.
13. Inventories
2009
£m
2008
£m
Goods held for resale 196.8 184.7
the amount of inventories recognised as an expense during the period was £3,077.0m (2008: £2,987.1m).
14. Trade and other receivables 
2009
£m
2008
£m
t rade receivables 32.7 31.3
allowance for doubtful debts (3.8) (3.4)
28.9 27.9
prepayments and accrued income 34.7 26.4
63.6 54.3
t rade receivables of £28.9m (2008: £27.9m) comprise principally of amounts receivable from the sale of goods and are classified as 
loans and receivables in note 17.
the movement in the allowance for doubtful debts is as follows:
2009
£m
2008 
£m
at start of period 3.4 2.4
on acquisition – 1.1
Fair value and accounting policy adjustment – 1.3
utilised in the period (1.3) (2.1)
charged to income statement 1.7 0.7
3.8 3.4 Booker Group plc
annual report & accounts 2009
39
15. Trade and other payables
i) Current
2009
£m
2008
£m
t rade payables 321.1 297.8
other taxes and social security costs 11.5 14.5
other payables 5.3 6.6
accruals and deferred income 26.9 29.0
364.8 347.9
ii) Non-Current
2009
£m
2008
£m
accruals and deferred income 28.2 27.9
t rade payables, other taxes and social security costs and other payables of £337.9m (2008: £318.9m) are classified under financial 
liabilities in note 17.
the non-current accruals and deferred income relate mainly to lease incentives and guaranteed minimum lease payments.
16. Interest bearing loans and borrowings
a) Summary
2009
£m
2008
£m
Bank loan 50.0 89.8
obligations under finance leases 0.2 1.1
loan notes – 1.1
50.2 92.0
less: unamortised arrangement fees (4.9) (3.8)
45.3 88.2
current liabilities 0.2 0.3
non-current liabilities 45.1 87.9
45.3 88.2
b) Borrowings repayable
2009
£m
2008
£m
on demand or within one year 0.2 2.0
Between one and two years – 0.2
Between two to five years 50.0 89.8
50.2 92.0
c) Obligations under finance leases
2009
£m
2008
£m
the maturity of these amounts is as follows:
Within one year 0.2 0.9
Between one and two years – 0.2
0.2 1.1
there is no material difference between the net amounts payable under finance leases disclosed above and the gross amounts including 
interest payments. 40
Booker Group plc
annual report & accounts 2009
notes to tHe Group FInancIal stateMents
continued
16. Interest bearing loans and borrowings continued 
d) Borrowing facilities
the Group held at 28 March 2008 an £89.8m bank loan which was due to be repaid in total in March 2011 and a £161.0m revolving 
credit facility available until March 2010. the facilities were provided by HBos plc (‘HBos’) and Kaupthing Bank hf (‘Kaupthing’). 
on 1 august 2008 the Group reduced the bank loan by £15m to £74.8m in accordance with its requirement to repay half of cash 
generated in the prior year. the £74.8m bank loan was provided £48.5m by HBos and £26.3m by Kaupthing. 
on 22 December 2008 the Group purchased the bank loan due to Kaupthing for £21.5m, a discount of £4.8m and cancelled the remainder 
of its Kaupthing revolving credit facility. at the same time the entire Kaupthing facility was replaced with a matched facility from Barclays plc 
(‘Barclays’) restoring the bank loan to £74.8m and the revolving credit facility to £161.0m. £24.8m of the bank loan was immediately repaid 
to HBos and Barclays proportionately out of the revolving credit facility and the revolving credit facility was reduced by £15m. t he revised 
facilities of £50.0m bank loan and £146.0m revolving credit facility were then extended to June 2012.
2009
£m
2008
£m
Bank loan repayable 50.0 89.8
Facility available 146.0 161.0
Bank guarantees (31.3) (31.5)
overdraft – –
undrawn facility available 114.7 129.5
the bank loan and revolving credit facility are secured against the assets of the Group. there are cross guarantees between  
all Group companies (other than dormant subsidiaries).
the bank loan and revolving credit facility bear floating interest rates linked to lIBor plus a margin of 2.0% to 2.6%.
In the event of default of covenants on the bank facility, the principal amounts and any interest accrued are repayable on demand.
17. Financial instruments
Details of significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the 
basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument 
are disclosed in note 2.
the book value and fair value of the financial instruments are as follows:
Book value Fair value
Note
2009
£m
2008
£m
2009
£m
2008
£m
Financial assets
loans and other receivables 28.9 27.9 28.9 27.9
cash and cash equivalents 20.4 41.0 20.4 41.0
49.3 68.9 49.3 68.9
Financial liabilities
other financial liabilities a (11.6) (2.0) (11.6) (2.0)
Borrowings b (50.2) (92.0) (47.5) (96.4)
t rade and other payables (337.9) (318.9) (337.9) (318.9)
property guarantees c (4.0) (4.0) (4.0) (4.0)
(403.7) (416.9) (401.0) (421.3)
loans and other receivables represent amounts receivable from the sale of goods, together with amounts due from rebates (see note 
14) and are initially measured at fair value and then subsequently held at amortised cost.
Fair values have been calculated as follows:
estimated by discounting estimated future cash flows based on the applicable yield curves derived from quoted interest rates a. 
 based on discounted expected future principal and interest cash flows b. 
 estimated by discounting estimated future cash flows based on the terms and maturity and risk of each guarantee crystallising c.  Booker Group plc
annual report & accounts 2009
41
the following is an analysis of the undiscounted contractual cash flows payable under financial liabilities:
Due within
1 year
£m
Due between
1 and 2 years
£m
Due between
2 and 3 years
£m
Due between
3 and 4 years
£m
Over
4 years 
£m
2009
Financial instruments 4.7 3.8 1.6 1.4 –
Borrowings 0.2 – – 50.0 –
t rade and other payables 337.9 – – – –
342.8 3.8 1.6 51.4 –
2008
Financial instruments – 0.7 0.2 – –
Borrowings 2.0 0.2 89.8 – –
t rade and other payables 318.9 – – – –
320.9 0.9 90.0 – –
It is not possible to quantify the timing of the cash flows relating to the property guarantees.
the undiscounted cash flows for borrowings differ from their carrying value in the balance sheet due to the inclusion of contractual interest 
payments and the adjustment for non cash items including unamortised borrowing costs. the undiscounted cash flows for financial 
instruments reflects the amounts payable on these instruments which differs from the fair value recorded on the balance sheet. t here is no 
difference between the discounted and undiscounted cash flows associated with trade payables due to their short term nature.
Credit risk
the Group is predominantly a cash sales business with low levels of trade receivables in comparison to total sales for the year and has no 
significant concentration of credit risk, with exposure spread over a large number of customers. It is the Group’s policy that all customers 
who wish to trade on credit terms are subject to credit verification procedures. the Group has an accounting policy to provide for certain 
overdue trade receivables based on past experience, and believe that there are no significant unprovided overdue financial assets.
Liquidity risk
the Group will finance operations and growth from existing cash resources, finance leases and committed borrowing facilities to ensure 
the constant availability of an appropriate amount of reasonably priced funding to meet both current and future forecast requirements.
Interest rate risk
the Group is exposed to interest rate risk as it has bank borrowings with a floating interest rate. this risk is managed by the use of 
interest rate contracts so that the exposure is either on a fixed rate basis or is subject to movements within predefined limits. at the start 
of the year the Group was party to an instrument with a notional value of £130m. During the year, this instrument was redesignated as 
13 tranches of £10m. the various components of the instrument remain unchanged:
an interest swap at 4.98% maturing in 2011 •	
cap and floor options maturing in 2011 which effectively set a collar between 4.25% and 5.68% but if lIBor falls below 4.25% the •	
floor rises to 5.21%
an option at 4.98% exercisable by the lender in March 2011 for 2 years •	
2009
£m
2008
£m
Interest rate swap designated and effective as cash flow hedging instrument (3.9) 0.3
Interest rate options carried at fair value through profit and loss account (7.7) (2.3)
current liabilities (11.6) 2.0
the movement in the fair value is as follows:
at start of period (2.0)
effective portion of changes in the fair value of interest rate hedge (4.5)
net loss on re-measurement of interest rate swap to fair value recorded through income 
statement (5.1)
at end of period (11.6)
a table showing the period cash flows associated with the interest rate contracts is shown above.
the impact on the income statement is considered to be equivalent to the impact on cash flows. 42
Booker Group plc
annual report & accounts 2009
continued
notes to tHe Group FInancIal stateMents
17. Financial instruments continued 
sensitivity analysis has been based on the exposure to interest rates on the borrowings that were outstanding at the balance sheet date 
and taking into account the financial instruments. If interest rates were 1.0% higher, the interest charge would have been lower by £0.6m 
and if interest rates were 1.0% lower, the interest charge would have been higher by £0.1m.
Capital risk
the Group’s objectives when managing capital are:
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits •	
for other stakeholders; and
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. •	
the Group sets the amount of capital in proportion to risk. the Group manages the capital structure and makes adjustments to it in 
the light of changes in economic conditions and the risk characteristics of the underlying assets. In assessing the level of capital all 
components of equity are taken into account (i.e. share capital and retained earnings). the Group has £24.9m of net debt as at 27 
March 2009 and is not subject to externally imposed capital requirements. Management of capital therefore focuses around its ability to 
generate cash from its operations.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital 
to shareholders, issue new shares, or sell assets to raise funds. the Group believes it is meeting its objectives for managing capital as 
funds are available for reinvestment where necessary as well as being in a position to make returns to shareholders where this is felt 
appropriate.
Foreign currency risk
less than 1% of purchases are denominated in foreign currencies and all sales are denominated in sterling. the Directors do not 
consider that the Group has significant exposure to movements in foreign exchange and the Group does not hold any foreign exchange 
contracts.
18. Analysis of net debt
At 28 March 
2008
£m
Cash flow
£m
Non cash 
items
£m
At 27 March
 2009
£m
cash and cash equivalents 41.0 (20.6) – 20.4
loan notes (1.1) 1.1 – –
Finance leases (1.1) 0.9 – (0.2)
Bank loans (89.8) 35.0 4.8 (50.0)
unamortised arrangement fees 3.8 4.0 (2.9) 4.9
(88.2) 41.0 1.9 (45.3)
net debt (47.2) 20.4 1.9 (24.9)
cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or 
less. the carrying amount of these assets approximates their fair value. Booker Group plc
annual report & accounts 2009
43
19. Post employment beneﬁts
the Group operates a variety of post employment benefit arrangements, covering both funded defined benefit and funded defined 
contribution schemes to provide benefits to both full-time and part-time employees. 
Defined contribution schemes
pension contributions of £3.1m (2008: £3.0m) were charged to defined contribution schemes in the period. Included within accruals 
is £0.3m (2008: £0.3m) of outstanding pension contributions.
Defined benefit schemes
the Booker Group pension scheme (‘the scheme’) is a funded pension arrangement based on final salary and was closed to new 
entrants in october 2001 with benefits ceasing to accrue from July 2002. However, active members’ benefits retain a link to their final 
salaries. the assets of the scheme are held separately from those of the Group and are invested by independent fund managers 
appointed by the t rustees. 
the benefit obligations as at 27 March 2009 have been calculated by an independent actuary on an Ias 19 basis using membership 
data obtained from the 31 March 2007 triennial actuarial valuation which has then been updated to 27 March 2009.
(a) Major assumptions used by the actuary
 2009 2008
Discount rate 6.80% 6.40%
rate of increase in salaries 4.25% 4.80%
pension increases 2.75% 3.30%
Inflation 2.75% 3.30%
expected rate of return on scheme assets
 equities 8.00% 8.00%
 corporate bonds 6.70% 5.80%
 other 0.50% 5.25%
Mortality tables for future pensioners PA92c2025 pa92c2025
Mortality tables for current pensioners PA92c2015 pa92c2015
Illustrative life expectancies are set out below:
 2009 2008
Member age 65 retiring immediately (current pensioner) Male 19.4 19.4
Female 22.4 22.4
Member age 40 retiring at 65 (future pensioner) Male 20.2 20.2
Female 23.1 23.1
(b) The amounts recognised in the balance sheet
2009 2008
£m % £m %
equities 170.6 39% 197.1 38%
corporate bonds 265.0 60% 315.2 61%
other 2.2 1% 4.5 1%
t otal fair value of scheme assets 437.8 100% 516.8 100%
present value of scheme liabilities (439.8) (507.0)
(Deficit) / surplus in the scheme (2.0) 9.8 44
Booker Group plc
annual report & accounts 2009
19. Post employment beneﬁts continued
c) Movement in the fair value of Scheme assets
2009
£m
2008
£m
at start of period 516.8 619.8
employer contributions 11.0 9.7
current service cost – 0.4
Member contributions – –
expected return on pension scheme assets 32.3 35.8
t ransfer from legacy pension scheme 1.3 –
actuarial losses (93.9) (47.2)
Benefits paid (29.7) (101.7)
at end of the period 437.8 516.8
the expected rate of return on assets is a weighted average based on actual assets held by the scheme and the respective returns 
expected on the separate asset classes and then deducting the expected administration costs borne by the Group and an amount in 
respect of the ppF levy.
the expected rate of return on equities is set with reference to the expected long term return taking into account the expected out 
performance of equities over bonds. the expected return on bonds is measured directly from actual market yields for government and 
corporate bonds at the balance sheet date. expected returns on cash are measured with reference to the Bank of england base rate.
the Group and t rustees of the scheme have agreed a revised investment strategy for the scheme (with investments of 50% equity and 
50% corporate bonds) to be implemented over the next year. paragraph 106 of Ias19 requires the expected return on scheme assets 
to be based on market expectations of returns over the entire life of the related obligation and as such the revised expected returns will 
be reflected from 28 March 2009 onwards.
(d) Movement in the present value of defined benefit obligations in the period
2009
£m
2008
£m
at start of period (507.0) (647.1)
current service cost – (0.4)
Interest on pension scheme liabilities (31.5) (32.2)
actuarial gains 69.0 59.3
experience gains – 11.7
Benefits paid 29.7 101.7
at end of the period (439.8) (507.0)
(e) Movement in the Scheme net (liability)/asset during the period
2009
£m
2008
£m
at start of period 9.8 (27.3)
employer contributions 11.0 9.7
current service cost – 0.4
Member contributions – –
credit recognised in the income statement 2.1 3.2
actuarial (loss)/gain recognised in equity (24.9) 23.8
at end of the period (2.0) 9.8
continued
notes to tHe Group FInancIal stateMents Booker Group plc
annual report & accounts 2009
45
(f) Amounts recognised in the income statement
2009
£m
2008
£m
expected return on pension scheme assets 32.3 35.8
Interest on pension scheme liabilities (31.5) (32.2)
t ransfer from legacy pension scheme 1.3 –
credited to finance income 2.1 3.6
current service cost – charged to administrative expenses – (0.4)
t otal credited in the income statement 2.1 3.2
(g) Cumulative actuarial gains and losses recognised in equity
2009
£m
2008
£m
at start of period 145.4 121.6
actuarial (loss)/gain recognised in equity (24.9) 23.8
at end of the period 120.5 145.4
t hese cumulative gains reflect the total recognised since the acquisition of the Big Food Group plc by Giant t opco limited in 
February 2005.
(h) Actual return on Scheme assets
2009
£m
2008
£m
expected return 32.3 35.8
actuarial losses (93.9) (47.2)
(61.6) (11.4)
(i) Historical information
2009
£m
2008
£m
2007
£m
2006
£m
2005
£m
Fair value of scheme assets 437.8 516.8 619.8 626.9 544.1
actuarial value of liability (439.8) (507.0) (647.1) (711.5) (679.3)
surplus/(deficit) in the scheme (2.0) 9.8 (27.3) (84.6) (135.2)
Difference between actual and  
expected return on assets (93.9) (47.2) (19.4) 62.9 (2.0)
percentage of scheme assets (%) 21.4% 9.1% 3.1% 10.0% 0.4%
experience gains/(losses) on scheme liabilities – 11.7 37.8 (0.2) 0.1
percentage of scheme liabilities (%) – 2.3% 5.8% – –
(j) Contributions to be paid
the t rustees of the scheme and the Group have agreed a schedule of contributions for the next 7 years (up to March 2016) of £10m 
per annum.
(k) Legacy pension scheme
During the period, the J eversheds pension and life assurance scheme, which is a legacy pension scheme for which the Group 
is ultimately responsible, was wound up and the surplus cash of £1.3m was transferred to the scheme. the credit recorded on the 
recognition of the asset by the pension scheme has been credited to finance income in the income statement.  46
Booker Group plc
annual report & accounts 2009
20. Provisions 
Property provisions
£m
Other 
£m
Total 
£m
at 28 March 2008 38.4 4.0 42.4
released to income statement (1.2) – (1.2)
unwinding of discount 2.7 – 2.7
utilised (4.2) – (4.2)
At 27 March 2009 35.7 4.0 39.7
the property provisions principally relate to:
the onerous leases on property currently vacant or sublet for less than the cost of the underlying head lease •	
the expected future dilapidation cost on leasehold properties •	
the expected future costs of removing asbestos from leasehold properties. although not a health risk, the Group is legally required •	
to undertake a programme of removal
property provisions are discounted at 7.0% (2008: 7.0%), being the long term expected yield for the Group’s leased properties and are 
expected to be utilised over the terms of the leases, with approximately £4.0m expected to be utilised in the year to March 2010.
other provisions relate to third party property guarantees, for which the timing and quantum of payments is uncertain.
21. Share capital 
Number of 
shares
Share capital
£m
Allotted, called up and fully paid
at start of period 1,488,399,080 14.9
share options exercised 280,000 –
At end of period 1,488,679,080 14.9
the total number of authorised ordinary shares is 2,000,000,000 (2008: 2,000,000,000) with a par value of £0.01 per share. all issued 
shares are fully paid.
the holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the company.
6,661,793 ordinary shares in the company (representing 0.45% of total shares issued) are held in trust by the trustee of the Booker 
employee Benefit t rust which was established in 2006 to hold shares on a discretionary basis for the benefit of employees of the Group 
from time to time. there has been no movement in the number of shares held in the trust during the year.
notes to tHe Group FInancIal stateMents
continued Booker Group plc
annual report & accounts 2009
47
22. Reconciliation of movement in capital and reserves
Share 
capital 
£m
Share
premium 
£m
Merger 
reserve 
£m
Share option
 reserve 
£m
Hedge 
reserve 
£m
Retained
 earnings 
£m
Total 
£m
Balance at 30 
March 2007 275.9 16.7 – – – (96.2) 196.4
reverse acquisition 
capital adjustment (261.0) 14.1 260.8 0.2 – – 14.1
t otal recognised 
income and 
expense – – – – (2.4) 46.5 44.1
reserves 
reclassification – – – – 0.8 (0.8) –
Balance at 
28 March 2008 14.9 30.8 260.8 0.2 (1.6) (50.5) 254.6
t otal recognised 
income and 
expense – – – – (3.2) 21.3 18.1
share based 
payments – – – 1.4 – – 1.4
Dividends to 
shareholders – – – – – (11.0) (11.0)
reserves 
reclassification – – – – 0.8 (0.8) –
Balance at 
27 March 2009 14.9 30.8 260.8 1.6 (4.0) (41.0) 263.1
the merger reserve represents the capital adjustment required to reserves to effect the reverse acquisition.
the share option reserve comprises the fair value of outstanding share options charged to the profit and loss account.
the hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments 
related to hedged transactions that have yet to occur.
23. Dividends
Dividends charged to reserves
2009 
£m
2008 
£m
Final dividend of 0.5375 pence (2008: nil)  
per ordinary share paid in respect of the prior period 8.0 –
Interim dividend of 0.2 pence (2008: nil)  
per ordinary share paid in respect of the current period 3.0 –
the Directors are proposing a final dividend of 0.67 pence (2008: 0.5375 pence) per share, which will absorb £10.0m of equity 
(distributable reserves). subject to shareholder approval at the aGM, to be held on 8 July 2009, the dividend will be paid on 10 July 
2009 to shareholders on the register at 12 June 2009. the shares will go ex-dividend on 10 June 2009.  48
Booker Group plc
annual report & accounts 2009
24. Share based payments
the Group has a number of share option schemes for employees. the total charge for the period relating to employee share-based 
payments was £1.4m (2008: £nil).
During the period the Group announced a new performance share plan (psp) and save as You earn scheme (sa Ye).
awards under the psp will vest over a three year period, subject to continued employment and certain share price targets being met. 
a quarter of the ordinary shares subject to each award will vest on reaching share prices of 28.75p, 30.5p, 34.5p and 46p over a 
consecutive 60 day period. 
the sa Ye is an all employee scheme under which employees were offered the opportunity to save up to £250 per month over a 3 year 
period with a fixed purchase price of 18.68 pence per share.
the fair value per option granted during the period and the assumptions used were as follows:
PSP 2008 SAYE 2008
pricing model Monte carlo Black scholes
share price at grant date 23.75p 24.25p
expected volatility 25% 25%
expected life 2-3 years 3 years 
risk free rate 5.0% 4.9%
expected dividend yield 2.5% 2.5%
Fair value at grant date 8.4p 7.4p
the Group also has 2 legacy share option schemes which were granted by Blueheath Holdings plc and vested following the reverse 
takeover in June 2007.
the terms and conditions of the various share based payments are as follows:
Grant 
date Number
Vesting
 conditions
Expiry 
date
Exercise 
price
option granted to senior employees July/november 2008 36,316,000 2-3 year service July/november 2008 nil
sa Ye to all staff July 2008 24,186,180 3 year service March 2012 18.68p
option granted to senior employees February 2007 5,320,000 Vested February 2017 5.0p
option granted to senior employees
May 2002-
December 2005 127,625 Vested 2012-2015 80.5p to 110.0p
65,949,805
  
the number and weighted average exercise price of options is as follows:
2009 2008
Number of share 
options
Weighted average
 exercise price
Pence
Number of 
share options
Weighted average 
exercise price
Pence
outstanding at beginning of period 5,768,625 7.5 5,768,625 7.5
Granted 61,516,673 7.5 – –
Forfeited (1,055,494) 11.7 – –
exercised (280,000) 5.0 – –
outstanding at end of period 65,949,805 7.5 5,768,625 7.5
exercisable at end of period 5,477,625 5,768,625
notes to tHe Group FInancIal stateMents
continued Booker Group plc
annual report & accounts 2009
49
25. Operating leases
the Group leases a number of trading properties under operating leases. the leases are typically of 5 to 20 years duration, although 
some have lessee only break clauses. lease payments are reviewed as contracted and increases applied accordingly. the Group also 
leased certain items of plant and equipment.
operating lease payments represent rents payable by the Group for certain of its retail, distribution and office properties and other assets 
such as motor vehicles. the leases have varying terms, escalation charges and renewal rights.
at the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases, which fall due are as follows:
 Land and buildings Others
2009
£m
2008
£m
2009
£m
2008
£m
Within one year 46.9 48.6 2.7 2.0
Within two to five years 181.7 187.8 3.8 3.8
after five years 426.1 468.4 – –
654.7 704.8 6.5 5.8
the Group subleases various retail, distribution and office properties under non-cancellable operating leases. the total minimum 
operating sublease receipts expected to be received are as follows:
2009
£m
2008
£m
Within one year 2.3 4.9
Within two to five years 4.3 5.7
after five years 2.8 2.5
9.4 13.1
26. Capital commitments
the outstanding commitments at 27 March 2009 in respect of contracted capital expenditure not provided for amounted to approximately 
£2.0m (2008: £1.5m).
27. Related party transactions
only members of the Board are deemed to be key management personnel. It is the Board who have responsibility for planning, directing 
and controlling the activities of the Group. Board compensation is disclosed in the remuneration report.
During the year, there were no material transactions or balances between the Group and its key management personnel or members 
of their close family. 50
Booker Group plc
annual report & accounts 2009
Note
27 March 2009
£m
28 March 2008
£m
Fixed assets
Investments 4 21.4 53.4
Debtors 5 51.6 10.0
Creditors due within one year 6 (8.8) (6.6)
Net current assets 42.8 3.4
Net assets 64.2 56.8
Capital and reserves
called-up share capital 7 14.9 14.9
share premium account 9 30.8 30.8
share option reserve 9 1.6 0.2
profit and loss account 9 16.9 10.9
Shareholders’ funds 10 64.2 56.8
these financial statements were approved by the Board of Directors on 27 May 2009 and were signed on its behalf by:
Charles Wilson  Jonathan Prentis 
Director    Director
as at 27 March 2009
coMpanY Balance sHeet Booker Group plc
annual report & accounts 2009
51
1. Accounting policies
Basis of preparation
the accounts have been prepared under the historical cost convention in accordance with applicable united Kingdom Generally 
accepted accounting practice (‘uK Gaap’). the following principal accounting policies have been applied consistently in dealing with 
items which are considered material in relation to the financial statements.
the company has taken advantage of the exemption contained in section 230(4) of the companies act 1985 from presenting its own 
profit and loss account.
Investments
Investments are stated at cost less any provision for impairment in value. the carrying values of investments are reviewed for impairment 
if events or changes in circumstances indicate the carrying values may not be recoverable.
Share based payments
the company has issued equity settled share based payments. the fair value is measured using an option valuation model, taking into 
account the terms and conditions upon which the options were granted. this fair value is recognised as an employee expense over 
the period in which the employees become unconditionally entitled to the options, with a corresponding increase in equity, shown in a 
separate share option reserve.
Guarantees
Where the company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, 
the company considers these to be insurance arrangements and accounts for them as such. In this respect, the company treats the 
guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment 
under the guarantee.
2. Proﬁt and loss account
In accordance with the exemption permitted by section 230 of the companies act 1985, the profit and loss account of the company is 
not presented separately. the profit recognised for the 52 weeks ended 27 March 2009 was £17.0m (56 weeks ended 28 March 2007: 
profit £9.9m).
the audit fee of £0.1m (2008: £0.1m) for the current and prior period was borne by another group undertaking without recharge.
 3. Staff numbers and costs
52 weeks ended 
27 March 2009 
Number
 56 weeks ended 
28 March 2008 
Number
the average number of employees (including Directors) were as follows: 7 7
Directors’ emoluments paid by the subsidiary undertakings in respect of their roles as Directors of the Group are as follows:
52 weeks ended
27 March 2009
£’000
 56 weeks ended 
28 March 2008 
£’000
emoluments 1,231 1,009
pension contributions 126 89
1,357 1,098
Due to the accounting for the reverse acquisition in the Group financial statements (as detailed in note 1 to the Group financial 
statements), the Directors of the company for the period to 3 June 2007 are different to the Directors of the Group. the Group 
remuneration report represents emoluments for the 52 weeks ended 28 March 2008 compared to the 56 weeks ended 28 March 
2008 as represented above. 
notes to tHe coMpanY FInancIal stateMents 52
Booker Group plc
annual report & accounts 2009
continued
notes to tHe coMpanY FInancIal stateMents
3. Staff numbers and costs  continued
the amounts in respect of the highest paid director are as follows:
£’000 £’000
emoluments 510 421
pension contributions 76 63
586 484
on 28 october 2005 Booker agreed to pay a joining fee to charles Wilson, part of which was his entitlement to receive £443,262.50 
on 1 april 2008, provided he was an employee and a director of Booker or one of its associated companies at that date. this figure is 
not included in the above analysis.
4. Investments
Shares in subsidiary
undertakings
£m
Loan to subsidiary
undertakings
£m
Total
£m
Cost and net book value
at 30 March 2007 9.0 24.4 33.4
additions 20.0 – 20.0
at 28 March 2008 29.0 24.4 53.4
capitalisation of debt 24.4 (24.4) –
Disposals (33.4) – (33.4)
capital contribution 1.4 – 1.4
At 27 March 2009 21.4 – 21.4
During the year the company transferred it’s 100% holdings in Booker Direct limited (formerly Blue Heath Direct limited), c.t .M. 
Wholesale limited and a.c. Ward & son limited to subsidiary undertakings at net book value.
the capital contribution relates to the cost of granting share based payments to employees of subsidiary undertakings – details are 
shown in note 24 of the Group financial statements.
the company’s principal subsidiary undertakings at 27 March 2009, all of which are wholly owned and registered in the united Kingdom 
are as follows:
Name of company Principal activities
Booker limited Wholesaler
Booker Direct limited (formerly Blue Heath Direct limited) Wholesaler
Giant t opco limited *Intermediate holding company
* Direct subsidiary of Booker Group plc
Full details of all Group subsidiary undertakings are included in the company’s annual return filed with companies House.
5. Debtors
2009
£m
2008
£m
amounts owed by Group undertakings 51.6 10.0
amounts owed by Group undertakings are interest free, unsecured and payable on demand. Booker Group plc
annual report & accounts 2009
53
6. Creditors due within one year 
2009
£m
2008
£m
amounts owed by Group undertakings 8.8 6.6
amounts owed to Group undertakings are interest free, unsecured and payable on demand.
7. Share capital
Number of shares
Share capital 
£m
Allotted, called up and fully paid
at start of period 1,488,399,080 14.9
share options exercised 280,000 –
At end of period 1,488,679,080 14.9
the total number of authorised ordinary shares is 2,000,000,000 (2008: 2,000,000,000) with a par value of £0.01 per share. all issued 
shares are fully paid.
the holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the company.
8. Share options
the company has a number of share schemes for employees of the Group, details are shown in note 24 of the Group Financial 
statements.
9. Reserves
Share capital
£m
 Share
 premium
account
£m
Share option
reserve
£m
Profit and 
loss account
£m
Total
£m
at start of period 14.9 30.8 0.2 10.9 56.8
retained profit for the period – – – 17.0 17.0
Dividend – – – (11.0) (11.0)
capital contribution – – 1.4 – 1.4
At end of period 14.9 30.8 1.6 16.9 64.2
Dividends charged to reserves
2009
£m
2008
£m
Final dividend of 0.5375 pence (2008: nil ) per ordinary share
paid in respect of the prior period 8.0 –
Interim dividend of 0.2 pence (2008: nil) per ordinary share
paid in respect of the current period 3.0 –
the Directors are proposing a final dividend of 0.67 pence (2008: 0.5375 pence) per share, which will absorb £10.0m of equity 
(distributable reserves). subject to shareholder approval at the aGM, to be held on 8 July 2009, the dividend will be paid on 
10 July  2009 to shareholders on the register at 12 June 2009. the shares will go ex-dividend on 10 June 2009.  54
Booker Group plc
annual report & accounts 2009
continued
notes to tHe coMpanY FInancIal stateMents
10. Reconciliation of movement in shareholders’ funds
2009
£m
2008
£m
profit for the period 17.0 9.9
Issue of share capital – 13.5
capital contribution 1.4 –
share option reserve – 0.1
Dividend (11.0) –
shareholders’ funds at the start of the period 56.8 33.3
shareholders’ funds at the end of the period 64.2 56.8
11. Related party transactions
the company has taken advantage of the exemption under Frs 8 ‘related party t ransactions’ not to provide details of related party 
transactions with other Group companies, as the company financial statements are presented together with the consolidated Group 
financial statements.
12. Contingent liabilities
the company has cross guaranteed the borrowings of other subsidiaries in the Group which at the period end amounted to £49.4m 
(2008: £66.2m). Booker Group plc
annual report & accounts 2009
55
the Directors are responsible for preparing the annual report and the group and parent company financial statements in accordance 
with applicable law and regulations.
company law requires the Directors to prepare group and parent company financial statements for each financial period. as required by 
the aIM rules of the london stock exchange they are required to prepare the group financial statements in accordance with IFrss as 
adopted by the eu and applicable laws and have elected to prepare the parent company financial statements in accordance with uK 
accounting standards and applicable law (uK Generally accepted accounting practice).
the group financial statements are required by law and IFrss as adopted by the eu to present fairly the financial position and the 
performance of the Group; the companies act 1985 provides in relation to such financial statements that references in the relevant part 
of that act to financial statements giving a true and fair view are references to their achieving a fair presentation.
the parent company financial statements are required by law to give a true and fair view of the state of affairs of the parent company.
In preparing each of the group and parent company financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently; •	
make judgments and estimates that are reasonable and prudent; •	
for the group financial statements, state whether they have been prepared in accordance with IFrss as adopted by the eu; •	
for the parent company financial statements, state whether applicable uK accounting standards have been followed, subject to any •	
material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent •	
company will continue in business. 
the Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial 
position of the company and enable them to ensure that its financial statements comply with the companies act 1985. they have 
general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and 
detect fraud and other irregularities.
the Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. 
legislation in the uK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 
stateMent oF DIrectors’ responsIBIlItIes
in respect of the Annual Report and the Financial Statements 56
Booker Group plc
annual report & accounts 2009
We have audited the group and parent company financial 
statements (the ‘’financial statements’’) of Booker Group plc 
for the 52 weeks ended 27 March 2009 which comprise 
the consolidated Income statement, the consolidated and 
parent company Balance sheets, the consolidated cash 
Flow s tatement, the c onsolidated s tatement of r ecognised 
Income and expense and the related notes. t hese financial 
statements have been prepared under the accounting policies  
set out therein.
this report is made solely to the company’s members, as a body, 
in accordance with section 235 of the companies act 1985. our 
audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to 
them in an auditor’s report and for no other purpose. t o the fullest 
extent permitted by law, we do not accept or assume responsibility 
to anyone other than the company and the company’s members 
as a body, for our audit work, for this report, or for the opinions we 
have formed.
Respective responsibilities of directors and auditors
the Directors’ responsibilities for preparing the annual report 
and the group financial statements in accordance with applicable 
law and International Financial reporting standards (IFrss) as 
adopted by the eu, and for preparing the parent company financial 
statements in accordance with applicable law and uK accounting 
standards (uK Generally accepted accounting practice) are set 
out in the statement of Directors’ responsibilities on page 55.
our responsibility is to audit the financial statements in accordance 
with relevant legal and regulatory requirements and International 
standards on auditing (uK and Ireland).
We report to you our opinion as to whether the financial statements 
give a true and fair view and whether the financial statements have 
been properly prepared in accordance with the companies act 1985. 
We also report to you whether in our opinion the information given 
in the Directors’ report is consistent with the financial statements. 
the information given in the Directors’ report includes that specific 
information presented in the chairman’s report, chief executive’s 
review and Group Finance Director’s report that is cross referred 
from the Business review section of the Directors’ report.
In addition we report to you if, in our opinion, the company has 
not kept proper accounting records, if we have not received all 
the information and explanations we require for our audit, or if 
information specified by law regarding directors’ remuneration and 
other transactions is not disclosed.
We read the other information contained in the annual report 
and consider whether it is consistent with the audited financial 
statements. We consider the implications for our report if we 
become aware of any apparent misstatements or material 
inconsistencies with the financial statements. our responsibilities 
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International 
standards on auditing (uK and Ireland) issued by the auditing 
practices Board. an audit includes examination, on a test basis, of 
evidence relevant to the amounts and disclosures in the financial 
statements. It also includes an assessment of the significant 
estimates and judgments made by the Directors in the preparation 
of the financial statements, and of whether the accounting policies 
are appropriate to the group’s and company’s circumstances, 
consistently applied and adequately closed.
We planned and performed our audit so as to obtain all the 
information and explanations which we considered necessary in 
order to provide us with sufficient evidence to give reasonable 
assurance that the financial statements are free from material 
misstatement, whether caused by fraud or other irregularity or error. 
In forming our opinion we also evaluated the overall adequacy of 
the presentation of information in the financial statements.
Opinion
In our opinion:
the Group financial statements give a true and fair view, in •	
accordance with IFrss as adopted by the eu, of the state of 
the group’s affairs as at 27 March 2009 and of its profit for the 
period then ended; 
the parent company financial statements give a true and fair •	
view, in accordance with uK Generally accepted accounting 
practice, of the state of the parent company’s affairs as at 
27 March 2009;
the financial statements have been properly prepared •	
in accordance with the companies act 1985; and
the information given in the Directors’ report is consistent with •	
the financial statements.
KPMG Audit Plc
chartered accountants 
registered auditor 
Manchester
27 May 2009
to the members of Booker Group plc
InDepenDent auDItors’ report Highlights 1
business profile 2
chairman’s statement 3
chief executive’s review 4
group Finance Director’s report 7
board of Directors 10
corporate governance 11
remuneration report 17
Directors’ report 21
consolidated Income statement 25
consolidated statement of recognised  
Income and expense 25
consolidated balance sheet 26
consolidated cash Flow statement 27
notes to the group Financial statements 28
company balance sheet  50
notes to the company Financial statements 51
statement of Directors’ responsibilities 55
Independent auditors report 
to the Members of booker group plc 56
Directors and professional advisers 57
Booker is the UK’s leading food wholesaler.
We supply approximately 296,000 catering businesses and 72,000 
independent retailers. We operate from 173 cash and carry branches 
throughout the united kingdom and operate a national delivery service.
annual report & accounts
notes: this document includes forward looking statements with respect to the group’s plans and its current goals and expectations relating to its future financial condition, performance and 
results. these forward looking statements sometimes contain words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘may’, ‘might’, ‘will’, ‘could ‘ or other words 
of similar meaning. any forward looking statements made throughout this document represent the Directors’ best judgement as to what may occur in the future. However, by their nature, 
forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond the group’s control, including, 
among other things, those risks listed in the Director’s report. as a result, the group’s actual financial condition, performance and results for the current and future fiscal periods and corporate 
developments may differ materially from those expressed or implied by the plans, goals and expectations set forth in any forward-looking statements, and persons receiving this document 
should not place reliance on forward-looking statements. 
booker expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other forward-looking 
statements it may make or to reflect any change in the group’s expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 
Forward-loing statements made in this document are current only as of the date on which such statements are made. 
booker group plc
annual report & accounts 2009
57
directors
richard rose
Non-Executive Chairman
charles Wilson
Chief Executive
Jonathan prentis
Group Finance Director
Bryan Drew
Executive Director
Bryn Satherley
Executive Director
lord karan Bilimoria
Non-Executive Director
Andrew cripps
Non-Executive Director
richard Farr
Non-Executive Director
karen Jones
Non-Executive Director
Company secretary
Mark chilton
registered office
equity House
Irthlingborough road 
Wellingborough
Northants
NN8 1l T
registered number 
05145685 (england)
Website 
www.booker.co.uk
bankers 
Bank of Scotland plc
155 Bishopsgate 
london
ec2M 3YB
auditors
kpMG Audit plc
St James’ Square
Manchester
M2 6DS
nominated adviser and broker
Investec
2 Gresham Street
london
ec2V 7Qp
solicitors
clifford chance llp
10 upper Bank Street
london
e14 5JJ
registrars 
computershare Investor Services plc
po Box 82
The pavillions
Bridgwater road
Bristol
BS99 2NH
Financial Pr
Tulchan communications Group
Sixth Floor
kildare House
3 Dorset rise
london
ec4Y 8eN
DIrectors anD proFessIonal aDVIsers
For tHe year enDIng 27 MarcH 2009 driving and broadening the business
booker group plc
annual report & accounts 2009
Booker Group plc.
equity House
Irthlingborough road 
Wellingborough
Northants NN8 1l T
www.booker.co.uk
annual report & accounts 2009