05
Annual report and financial statements 
Business Direct Group plc
Business Direct Group plc
Xchange House
1 Great Central Way
Butlers Leap
Rugby
Warwickshire CV21 3XH
www.bdpx.com
Business Direct Group plc Annual report and financial statements 2005
_1_cover.qxd  19/04/2006  11:18  Page 1 Corporate Statement
Business Direct Group plc is the leading specialist provider of logistic solutions
to the field service personnel market. 
The group owns a national infrastructure of award winning ParcelXchanges, providing
a secure deposit and collection environment using sophisticated ATM technology
with end-to-end track and trace.
Business Direct Group plc provide innovative solutions to a blue chip client base
and have partnerships with global supply chain companies eg: DHL, Exel and TNT.
Group turnover growth Number of ParcelXchange
lockers
Average number of employees
2004 2005
£3.8m
£13.5m
2004 2005
2,600
3,900
2004 2005
46
150
T HE D ESIGN P ORTFOLIO
a member of the flathill communications group plc
www.flathillplc.com
Special business (continued)
8. (continued)
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities
up to an aggregate nominal amount of £173,000 representing approximately 10% of the
current issued share capital of the company,
and shall expire on the date of the next annual general meeting of the company of (if earlier)
15 months from the date of the passing of this resolution save that the company may before
such expiry make an offer or agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity securities in pursuance of such
offer or agreement as if the power conferred hereby had not expired. 
By order of the board
TE Houstoun Registered office:
24 March 2006 Xchange House
1 Great Central Way 
Butlers Leap
Rugby 
CV21 3XH
Notes:
1 A person entitled to attend and vote at this meeting is entitled to appoint one or more proxies
to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the company.
Appointment of proxies does not preclude members from attending and voting at the meeting
should they wish to do so.
2 To be valid, the instrument appointing a proxy must be deposited at the office of the company’s
registrars, Capita Registrars, P O Box 25, Beckenham, Kent BR3 4BR not less than 48 hours
before the time of the meeting.
3 The register of directors’ interests in the share capital of the company maintained under section
325 of the Act, and copies of the directors’ contracts of service with the company will be available
for inspection during normal business hours on any week day at the registered office of the
Company from the date of this notice until the annual general meeting and on the day of the
annual general meeting at the place of the meeting from 15 minutes prior to its commencement
until its conclusion.
4 As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001, the company
specifies that only those shareholders of the company on the register at 2 pm on 19 May 2006
shall be entitled to attend or vote at the meeting in respect of the number of shares registered
in their name at the time. Changes to the register of members after 2 pm on 19 May 2006 shall
be disregarded in determining the rights of any person to attend or vote at the meeting.
_1_cover.qxd  19/04/2006  11:18  Page 2 Business highlights
01 Business Direct Group plc Annual report and financial statements 2005
 Group turnover increased to £13.5 million
(2004: £3.8 million)
 ParcelXchange turnover increased
to £1.7 million (2004: £0.4 million)
 Gross profit rose to £3.7 million
(2004: £1.1 million)
 Additional £1.4 million raised in October 2005
through a placing to assist with the roll out
of ParcelXchanges and the investment made
in integrating the acquisitions
ifc Corporate Statement
01 Highlights
02 Chairman’s Statement
04 Chief Executive’s Review
06 Board Directors
07 Senior Management and Company Advisers
08 Directors’ Report
11 Corporate Governance
13 Report of the Remuneration Committee
14 Directors’ Responsibilities
15 Independent Auditors’ Report
16 Group Profit and Loss Account
17 Group Balance Sheet
18 Company Balance Sheet
19 Group Cash Flow Statement
Reconciliation of Net Cash Flow to Movement in Net Debt
20 Accounting Policies
22 Notes to the Financial Statements
36 Notice of Annual General Meeting
 ParcelXchange daily revenues grew 200%
in the year
 ParcelXchange occupancy levels rose
to 39% compared to 35% in 2004 on an
increased ParcelXchange base of 279 sites,
containing 3,900 lockers (2004: 195 sites
and 2,700 lockers)
 Sales team increased to 15 people
 A number of new contracts with blue chip
customers have been secured during the
year including Exel, Leisure Link and Bayer
 The acquisitions in the year of the Concord
courier businesses and ANC’s field service
business have been fully integrated into
the group 
Financial highlights
Highlights
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02 Business Direct Group plc Annual report and financial statements 2005
“We have seen an increase in new business and have added a number of new blue
chip customers to our client base.”
I am pleased with the progress made by the
group in the year as we begin to achieve critical
mass in our market. During 2005 we have
continued to expand the business, introducing
a number of new offerings to the field-engineers’
market. As a result we have seen an increase
in new business and have added a number
of new blue chip customers to our client base.
Acquisitions
During the year the opportunity arose to acquire
two businesses offering a range of services
complementary to our ParcelXchange intelligent
locker distribution system.
Concord
The acquisition of the business and assets
of four associated companies, Concord Couriers
Limited (“CCL”), Concord Logistics Limited
(“CLL”), Concord Welwyn Garden City Limited,
and the entire issued share capital of Bcomp
236 Limited (‘Concord’) were completed
in January 2005. This has enabled the group
to offer a full portfolio of service logistics
including field engineering, specialist logistics
and strategic warehousing to its existing and
new clients. The rationalisation and integration
of the Concord business is now complete.
The total cost of the Concord acquisitions
is expected to be £1.6 million over three years.
The bulk of this acquisition has been satisfied
in equity, with £266,482 incurred on pre acquisition
expenses and costs. The vendors are entitled
to an earn-out, based on achieving specific
revenue and profitability targets on the acquired
businesses. This is payable monthly up to
December 2007 and is projected at £108,000
with a cap of £360,000.
Esprit In Night Express
The business of Esprit In Night Express (“ANC”)
was acquired in March 2005. ANC’s business
delivers components directly to engineers’
vehicles. The acquisition has accelerated
Business Direct’s pace of growth and the
customers of ANC have the opportunity
to migrate to the ParcelXchange intelligent
locker solution in the future.
The total cost of the ANC acquisition is expected
to be £450,000. During the year £281,000
was paid with the balance payable monthly
through to April 2007, contingent upon
future performance.
Exceptional costs of £459,000 were incurred
during 2005 relating to the fundamental
restructuring of part of the group following
the acquisitions. This covered the rationalisation
of the group’s delivery network, locations
and management.
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Financial review
Turnover for the year ended 31 December 2005
was £13.5 million (2004: £3.8 million) with gross
profit of £3.7 million (2004: £1.1 million).
The operating loss was £2.4 million (2004:
£1.0 million) and administrative expenses rose
to £6.2 million (2004: £2.2 million) following
the acquisitions. Operating losses have reduced
throughout the year as the acquisitions have
been integrated.
During the year the company raised an
additional £1.4 million through a placing
to assist with the roll out of ParcelXchanges
and to finance the investment made
in integrating the acquisitions.
During March 2006 the company secured
£1.7 million of additional banking facilities,
giving overall banking facilities of £4.5 million.
These will fund the roll out of further
ParcelXchanges and finance the additional
working capital needs of the business
as it continues to grow.
Outlook
The market in which we operate continues
to expand and the outlook for the next 12 months
is positive. Customers continue to look for cost
effective solutions to their distribution needs
and our range of products fulfils this criteria.
Trading in the first two months across the group
is in line with budget. We are confident that the
investments we have made in 2005 combined
with our clear market focus will stand us in good
stead in the next 12 months.
Finally, I would like to thank the staff for their
significant contribution over the year. Their
efforts have enabled the group to make the
considerable progress in the year.
Paul Keane
Chairman
24 March 2006
_0_BUS_arf05.qxd  19/04/2006  11:20  Page 03 Chief Executive’s Review
04 Business Direct Group plc Annual report and financial statements 2005
The year got off to a busy start with the
acquisition of the Concord businesses
in January 2005; this was followed with
the acquisition of ANC in March 2005. Both
companies were fully integrated into the group
by August 2005. During the year we reviewed
our structure and now operate through three
divisions, providing our customers with a total
approach to their logistic requirements
and offering services that suit various budget
and operational requirements. The breakdown
of revenue by division is:
2005
£m
Turnover
ParcelXchange 4.8
Technical 2.3
Express 6.4
Total turnover 13.5
ParcelXchange (ParcelXchange and ANC)
This division provides services to clients that
have logistics issues with the expensive last mile
delivery; typically this would be a requirement
to distribute parts to field engineers. The group
provides an end to end service and charges
a rental fee for the ParcelXchange or per unit
fee for deliveries into engineers’ vehicles.
Daily sales within the division have grown
by 200% between January 2005 and December
2005, as shown below:
January June December 
2005 2005 2005
£8.8k £20.5k £26.7k
The ParcelXchanges currently operate at 39%
capacity each month up from 35% in 2004 with
1,200 lockers added in the year. At 31 December
2005 there were 279 ParcelXchange sites
located throughout the UK giving a total
of 3,900 (2004: 2,600) individual lockers.
This proliferation of sites along with our delivery
to vehicle offering enables us to provide our
customers with national coverage.
ParcelXchanges have been installed in Northern
Ireland and will be further expanded in 2006.
Technical (formerly CLL)
The Technical Division specialises in servicing
the field engineer market through a nationwide
network of technicians and forward stocking
locations. Focusing primarily on the computer
support sector the division is also carrying
out engineering and maintenance work
for our ParcelXchanges.
“The investments made in 2005 have put us in an excellent position to continue
to make progress.”
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The services provided by the division are often
complementary to those offered to ParcelXchange
customers. It is often the case that those
customers who are looking for last mile engineer
delivery solutions also require technical mobile
engineer support and strategic stock holding
close to the point of use.
Express (formerly CCL)
The Express division provides our customers
with a range of distribution solutions. Principal
service offerings include National Next Day
Parcel Delivery, Same Day Urgent Deliveries
and International Shipping. Recently the
division has developed specialist computer
handling delivery solutions that focus on high
value deliveries.
Client acquisitions
We continue to make significant progress
in securing additional blue chip clients, attracted
by the broad range of solutions we are able
to offer. During the year we have continued
to promote our brand and within the market
we operate we are seen as an innovator and
market leader, offering higher value solutions
than our competitors through our use of
sophisticated IT solutions.
The number of clients using ParcelXchange
is currently 30 against 15 in January 2005,
an increase of 100%.
We have continued to invest in the direct
sales team during the year adding additional
sales and account managers. Wayne Crew,
who joined in 2005, was promoted to the
board on 20 February 2006 as Sales Director.
Estates department
In order to roll out further ParcelXchanges
we need to continue to develop a national
portfolio of available sites, we are making
excellent progress on this. We now have
four major site owners (two petrol forecourt
operators and two supermarkets) as business
partners which should provide us with the sites
we need in 2006.
Sales and cross selling
Following the acquisitions made during the year
the sales team has undergone comprehensive
training enabling them to sell the portfolio of
product offerings. The sales teams of Concord
and ANC have been merged with ParcelXchange.
Summary
The field engineer market is continually looking
for innovative solutions to the last mile delivery
problem. We are becoming widely recognised
as the business to bring these solutions
to the market. The investments made in 2005
have put us in an excellent position to continue
to make progress.
Tim Houstoun
Chief Executive
24 March 2006
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06 Business Direct Group plc Annual report and financial statements 2005
Wayne Crew
Sales Director – age 44
Wayne has over 20 years’ experience in the Logistics and Global Express market.
From 1984 – 1993 he worked for TNT Express UK Ltd rising to General Sales
Manager for TNT’s South East Region. Following this Wayne joined Hays PLC
for six years as National Sales Manager. During this time, he was responsible
for developing the Spares Logistics business from an initial start-up pilot to a
turnover in excess of £7 million. In March 2000 he joined DHL International as UK
Logistics Manager where he helped to achieve substantial growth by developing
Mission Critical applications for the High Tech sector. Wayne joined Business Direct
in April 2005.
Graham Norfolk
Non-executive director – age 44
Graham is a founder and director of Acorn Corporate Finance Limited, a company
authorised and regulated by the FSA, specialising in corporate finance advice and
investing in companies with high growth prospects, usually at an early stage in
their business life cycle. He is a Chartered Accountant and former partner of
BDO Stoy Hayward. He is also a director of several public and private companies
in a range of business areas.
Paul Keane
Non-executive Chairman – age 61
Paul qualified as a Chartered Accountant in 1969. After a career in merchant
banking in London, he joined IMS International and was a principal in the buyout
of MediMedia the Medical Communications division of that company. He was the
group financial director from 1991 until 1999 when MediMedia was sold to Vivendi
for €270 million. He remained a consultant for MediMedia until 2003. Paul’s
commercial role working for a company that had offices around the world makes
him ideally suited to help Business Direct with a well planned geographical expansion.
Timothy Houstoun
Chief Executive – age 42
After qualifying as a Chartered Accountant, Tim joined Security Dispatch Limited,
a venture capital backed courier company, in 1990 as Finance Director. Tim was
instrumental in returning this company to profitability within 12 months. Tim founded
Business Direct in 1993 and became Chairman of SDS, a credit card distribution
company in the Fast-track 100. In 1999, Tim took a Non-executive role at Business
Direct to pursue other interests, including an Internet telecoms company and
property development business. He returned in 2001 in order to develop
ParcelXchange™. Tim is responsible for the commercial and strategic direction
of the company.
Dr. Stephen Dakin
Non-executive director – age 41
Stephen is the managing director of Pinesoft Limited, developer of the software used
by Business Direct. Stephen developed the courier system used by OCS which has
been installed in nearly 100 countries and handles hundreds of thousands of
shipments each day. Stephen has a degree in Physics and a PhD in Biophysics from
Imperial College of Science and Technology, London.
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07 Business Direct Group plc Annual report and financial statements 2005
Simon Bliss
Operations Director (In-night Division) – age 49
Simon was the founder and Chairman of Concord Couriers Limited, NCN Express
Parcels and Concord Logistics. Simon grew the businesses to a combined turnover
in excess of £40 million per year providing national coverage for same day courier
services, overnight deliveries, and field engineer logistics. In 1987 Simon founded
the National Courier Association, a trade body that represents independent couriers
and logistics companies throughout the UK. 
David Whitaker
Operations Director (Express Division) – age 40
David has considerable experience in the Logistics industry having worked
for Securicor Pony Express Limited and Lynx Express Ltd, where he was involved
in the management buyout.
David has a highly successful track record of new business generation, managing
large budgets and growing turnover and profitability across a number of business
areas. In August 2001 until May 2003 he was Service Director of Orridge & Co,
a stocktaking specialist, where he was responsible for planning all work and
scheduling staff for high street stores such as WH Smith and Woolworths. Prior
to this David was Regional Manager for the Midlands at Initial Security Ltd,
one of the UK’s leading security suppliers, managing over 500 staff and overseeing
the acquisition of a competitor.
Company Secretary
HL Secretaries Limited
Registered Office
Xchange House
1 Great Central Way
Butlers Leap
Rugby
Warwickshire CV21 3XH
Registration No.
5125353
Auditors
Baker Tilly
Chartered Accountants
Brazennose House
Lincoln Square
Manchester M2 5BL
Solicitors
Halliwells LLP
St James’s Court
Brown Street
Manchester M2 2JF
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham 
Kent BR3 4TU
Bob Burlinson
Finance Director – age 49
Bob is the Finance Director, having joined Business Direct with the acquisition of
the Concord companies in January 2005. After training as an accountant in the City,
he joined Concord Couriers in its early years in 1982. Since that time, he has been
responsible for all financial, legal and commercial matters in the business, and moved
from Finance Director to Managing Director in 1990. Over the following ten years,
Concord enjoyed its most profitable trading period, and in 2001 Bob was appointed
Group Finance Director of the business, now with a turnover in excess of £30 million.
Martin Cheeseman
National Account Director – age 41
Martin joined Business Direct in January 2005 following the acquisition of the
Concord businesses where he held a number of roles including managing director
of Concord Logistics Limited. Martin started his career at CT Bowring Limited
as a commercial property technician before moving into logistics in 1990 with
Secmar Express Freight Limited, where he became a director and a shareholder
of the company.
_0_BUS_arf05.qxd  19/04/2006  11:21  Page 07 Directors’ Report
08 Business Direct Group plc Annual report and financial statements 2005
The directors submit their report and financial statements of Business Direct Group plc for the year
ended 31 December 2005.
Principal activities
The principal activities of the group during the year were designing, developing and commissioning
the manufacture of an intelligent outdoor locker distribution system, marketed as ParcelXchange
and to provide distribution and logistics services primarily in the field service engineer market.
Results and dividends
The trading results for the year and the group’s financial position at the end of the year are shown
in the attached financial statements. A full review of the results for the year and the group’s future
prospects is contained in the chairman’s statement and chief executive’s review. The directors have
not recommended a dividend.
Directors
The directors who served the company during the year were as follows:
P H Keane
T E Houstoun
C G Wylde (resigned 24 January 2006)
Dr. S R G Dakin
G R Norfolk
B D Cull (resigned 4 March 2005)
W Carroll (resigned 23 February 2005)
The company has arranged insurance for 2006 in respect of any legal action against the directors.
Directors’ interests
At 31 December 2005, the directors had the following beneficial interests in the company’s shares
and options to subscribe for shares:
At 1 January 2005
At 31 December or later date
2005 of appointment
Class of share No No
P H Keane Ordinary shares of 5p each 200,000 200,000
T E Houstoun Ordinary shares of 5p each 14,822,440 14,822,440
Redeemable £1 preference shares 945,000 945,000
Dr. S R G Dakin Ordinary shares of 5p each 1,400,000 1,400,000
At 31 December 2005 the directors held no options over the shares of the company, however Acorn
Investment Nominees Limited (a company of which G R Norfolk is a director) held an option over
539,880 ordinary shares which is exercisable at 50p per share.
The company’s Articles of Association require one third of the directors to stand for re-election every
year, the following directors will stand for re-appointment at the forthcoming AGM; T E Houstoun
and G R Norfolk. W A Crew was appointed as a director on 20 February 2006 and in accordance
with the company’s Articles of Association will stand for re-election at the forthcoming annual
general meeting.
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Substantial shareholdings
As at 20 March 2006, other than the directors, substantial shareholdings were held by:
Number of ordinary 
% shares of 5p
holding No
Baronsmead VCT 7.6% 2,625,000
S Bliss 6.5% 2,268,568
D Said 4.0% 1,400,000
No other person has notified an interest in the ordinary share capital of the company.
Share capital
Details of the movement in share capital are shown in note 19.
On 25 May 2005 the directors were empowered at the annual general meeting to allot shares for
cash on a basis other than pro-rata to existing shareholders in certain circumstances. It is proposed
that this power should be renewed for a further period until the conclusion of the annual general
meeting in 2007 and the appropriate special resolution and further details are set out in the notice
of annual general meeting.
Creditor payment policy
It is group policy to agree and clearly communicate the terms of payment as part of the commercial
arrangements negotiated with suppliers and then to pay according to those terms based upon the
timely receipt of an accurate invoice. The company supports the CBI Prompt Payers Code. A copy
of the code can be obtained from the CBI at Centre Point, 103 New Oxford Street, London WC1A 1DU.
At 31 December 2005 the group had an average of 62 days’ purchases outstanding in trade
creditors (2004: 71 days).
Employee involvement
The group recognises and seeks to encourage the involvement of its employees, with the aim being
the recruitment, motivation and retention of quality employees throughout the group. An approved
share option scheme is in place and operates within the Enterprise Management Incentive Scheme
as well as an unapproved share option scheme.
The group’s employment policies, including the commitment to equal opportunity, are designed
to attract, retain and motivate employees regardless of sex, race, religion or disability.
The group is committed to ensuring and communicating the requirements for a safe and healthy
working environment for all employees, consistent with health and safety legislation and, wherever
practicable, gives full consideration to applications for employment from disabled persons.
Employee share schemes
The involvement of key executives in the financial performance of the group is encouraged through
participation in the company’s share option schemes details of which are shown in note 19 on page 30.
Charitable and political contributions
The group made no political or charitable donations in the year to 31 December 2005 (2004: Nil).
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 09 Annual general meeting
The notice convening the annual general meeting to be held at 2pm on 23 May 2006 at Salisbury
House, London Wall, London EC2M 5TA is set out on pages 36 to 37.
Special business at the annual general meeting
Under resolution 7, it is proposed in accordance with section 80 of the Companies Act 1985, to
renew the directors’ authority to allot shares in the company up to a nominal amount of £570,000,
representing approximately 33% of the issued share capital of the company. 
Resolution 8 seeks to renew, in accordance with section 89 of the Companies Act 1985, the
directors’ authority to allot further shares for cash without first offering them to existing shareholders
under the statutory pre-emption procedure. This authority is limited to the issue of equity securities
in connection with rights issues and otherwise up to a nominal amount of £173,000, representing
approximately 10% of the company’s present issued share capital. 
The authorities contained in resolutions 7 and 8 will both expire at the conclusion of the annual
general meeting of the company to be held in 2007 or 15 months after the passing of such
resolutions (whichever is the earlier).
The directors consider that it is appropriate for these authorities to be granted. It is not the directors’
present intention to allot any ordinary shares except to satisfy options that may be exercised under
the company’s share option schemes.
Auditors
A resolution to re-appoint Baker Tilly as the company’s auditor will be proposed at the forthcoming
annual general meeting.
T E Houstoun
Chief Executive
24 March 2006
Directors’ Report (continued)
10 Business Direct Group plc Annual report and financial statements 2005
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Corporate Governance
Principles of corporate governance
The company’s board of directors appreciates the value of good corporate governance not only
in the areas of accountability and risk management but also as a positive contribution to business
prosperity. It believes that corporate governance involves more than a simple “box ticking” approach
to establish whether a company has met the requirements of a number of specific rules and regulations.
Rather the issue is one of applying corporate governance principles (including those set out in the
Corporate Governance Guidelines for AIM companies published by the Quoted Companies’ Alliance
in July 2005) in a sensible and pragmatic fashion having regard to the individual circumstances
of the group’s business. The key objective is to enhance and protect shareholder value.
Board structure
The board is responsible to shareholders for the proper management of the group. A statement
of directors’ responsibilities in respect of the accounts is set out on page 14. Brief biographical
details of the directors are given on page 6.
The non-executive directors have a particular responsibility to ensure that the strategies proposed
by the executive directors are fully considered. The non-executive directors are considered by
the board to be independent of management and free of any relationship which could materially
interfere with the exercise of their independent judgement. All non-executives receive a fixed fee
for their services.
To enable the board to discharge its duties, all directors have full and timely access to all relevant
information and there is a procedure for all directors, in furtherance of their duties, to take independent
professional advice, if necessary, at the expense of the group. The board has a formal schedule
of matters reserved to it and meets monthly. It is responsible for overall group strategy, approval
of major capital expenditure projects and consideration of significant financing matters. Both
the executive and non-executive directors have attended all meetings which they were eligible
to attend during the year.
The following committees, which have written terms of reference, deal with specific aspects
of the group’s affairs:
 the remuneration committee is responsible for making recommendations to the board on the
company’s framework of executive remuneration and its cost. The committee determines the
contract terms, remuneration and other benefits for each of the executive directors, including
performance related bonus schemes, pension rights and compensation payments. The board
itself determines the remuneration of the non-executive directors. The committee comprises two
of the non-executive directors (G R Norfolk and P H Keane). It is chaired by G R Norfolk and
meets at least twice a year including immediately before the submission of the annual and
interim financial statements to the board. The report on directors’ remuneration is set out
on page 13; and
 the audit committee comprises two of the non-executive directors (G R Norfolk and P H Keane),
and is chaired by G R Norfolk. Its prime tasks are to review the scope of external audit,
to receive regular reports from Baker Tilly, and to review the half yearly and annual accounts
before they are presented to the board, focusing in particular on accounting policies and areas
of management judgement and estimation. The committee is responsible for monitoring the
controls which are in force to ensure the integrity of the information reported to the shareholders.
The committee acts as a forum for discussion of internal control issues and contributes to the
board’s review of the effectiveness of the group’s internal control and risk management systems
and processes. It advises the board on the appointment of external auditors and on their
remuneration for both audit and non-audit work, and discusses the nature and scope of the audit
with the external auditors. It reviews and monitors the independence of the auditors especially
with regard to non-audit work. The audit committee has met twice during the year to consider
the reports of the auditors immediately before the submission of the annual and interim financial
statements to the board.
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Corporate Governance (continued)
Board structure (continued)
No formal Nomination Committee exists in view of the stage of growth of the group. Instead,
appointments to the board are considered by the Chief Executive and other executive directors,
and discussed with the non-executive directors. Appointments are made after an evaluation of
the skills, knowledge and expertise required to ensure that the board as a whole has the ability
to ensure that the group can continue to compete effectively in its market place. 
Internal control
The directors are responsible for the group’s system of internal control and reviewing its effectiveness.
The board has designed the group’s system of internal control in order to provide the directors with
reasonable assurance that its assets are safeguarded, that transactions are authorised and properly
recorded and that material errors and irregularities are either prevented or would be detected within
a timely period. However, no system of internal control can eliminate the risk of failure to achieve
business objectives or provide absolute assurance against material misstatement or loss.
The key elements of the control system in operation are:
 the board meets regularly with a formal schedule of matters reserved to it for decision and has
put in place an organisational structure with clear lines of responsibility defined and with
appropriate delegation of authority; and
 there are procedures for planning, approval and monitoring of capital expenditure and information
systems for monitoring the group’s financial performance against approved budgets and forecasts;
The process adopted by the group accords with the guidance contained in the document “Internal
Control Guidance for directors on the Combined Code” issued by the ICAEW.
The audit committee will receive reports from the external auditors on a regular basis and from executive
directors of the group. During the year, the audit committee has reviewed the effectiveness of the
system of internal control as described above. The board receives periodic reports from all committees.
There are no significant issues disclosed in the report and financial statements for the period ended
31 December 2005 and up to the date of approval of the report and financial statements that have
required the board to deal with any related material internal control issues.
The board has considered whether the group’s internal controls processes would be significantly
enhanced by an internal audit function and has taken the view that at the group’s current stage
of development, this is not required. The board will continue to review this matter each year.
Relations with shareholders
The group values its dialogue with both institutional and private investors. Effective two-way
communication with fund managers, institutional investors and analysts is actively pursued and this
encompasses issues such as performance, policy and strategy. During the year the directors have
had meetings with analysts and institutions and will continue to do so on a regular basis.
There is also an opportunity, at the company’s annual general meeting for individual shareholders
to raise general business matters with the full board and notice of the company’s annual general
meeting is circulated to all shareholders at least 20 working days before such meeting.
The chairman of the audit and remuneration committee will be available at the annual general
meeting to answer questions.
The annual report is to be published on the company’s website, which also includes previous
financial reports and other announcements made during the year.
Going concern
The directors confirm that they are satisfied that the company and the group have adequate resources
to continue in business for the foreseeable future. For this reason they have adopted the going concern
basis in preparing these financial statements.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 12 13 Business Direct Group plc Annual report and financial statements 2005
Report of the Remuneration Committee
Remuneration policy for executive directors
The basic annual salary payable to each executive director is as set out below, and is to be reviewed
annually (without any obligation to increase the same). In addition, performance related bonuses
and other benefits are provided, as shown.
Basic 2005 2005 2004 2004
salary Fees Benefits Bonuses Total Pension Total Pension
££££££ ££
P H Keane — 20,000 — — 20,000 — 20,000 —
G R Norfolk — 18,000 — — 18,000 — 18,000 —
Dr. S R G Dakin — 12,000 — — 12,000 — 12,000 —
T E Houstoun 100,000 — 7,500 — 107,500 — 107,500 —
C G Wylde 60,000 — 7,500 — 67,500 — 67,500 —
160,000 50,000 15,000 — 225,000 — 225,000 —
Graham Norfolk’s remuneration is paid to a company of which he is a director and shareholder,
Acorn Corporate Finance Limited.
Share options
Details of directors’ interests in share options can be found in the directors’ report on page 8.
Incentive schemes
Bonuses
Each executive director will earn profit-related bonuses based on Earnings before Interest,
Tax, Depreciation and Amortisation (“EBITDA”) and achieving other performance criteria.
Enterprise Management Incentive Scheme (“EMI”)
The company has granted options under the EMI scheme to selected key employees. The eligible
employees or directors must be an employee of the group, and not have a material interest in the
company or the group. The individual participation limits held by an employee will be £100,000.
The exercise price per ordinary share payable will be the higher of the market value of the shares
at the date of grant agreed by the Inland Revenue and the nominal value of the share. An option
will not normally be exercisable until three years have lapsed since its grant and subsisting options
will lapse ten years after the grant. As at 31 December 2005 options over 2,399,550 ordinary shares
granted under the EMI scheme remained unexercised.
Service contracts
Each of the executive directors has entered into a service agreement with the company. The service
agreements are terminable on not less than six months’ notice by either party to the others at any
time. (Save in respect of the agreement with Tim Houstoun, which is terminable on not less than
12 months’ notice). The service agreements contain provisions for early termination, inter alia,
in the event of a breach by the director in question.
Each of the non-executive directors has entered into an engagement letter with the company.
The engagement letters are terminable on not less than three months’ notice by either party to the
others or where the director is not re-elected at an annual general meeting. The engagement letters
contain provisions for early termination, inter alia, in the event of a breach by the director in question.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 13 14 Business Direct Group plc Annual report and financial statements 2005
Directors’ Responsibilities 
in the preparation of the financial statements
The directors are responsible for preparing the Annual Report and the financial statements
in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice.
Company law requires the directors to prepare financial statements for each financial year which
give a true and fair view of the state of affairs of the company and of the group and of the profit
or loss of the group for that period. In preparing those financial statements, the directors are
required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and estimates that are reasonable and prudent;
c. state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the group will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the group and to enable them to ensure that the financial
statements comply with the requirements of the Companies Act 1985. They are also responsible
for safeguarding the assets of the group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are responsible for ensuring that the directors’ report and other information included
in the Annual Report is prepared in accordance with company law in the United Kingdom. They are
also responsible for ensuring that the Annual Report includes information required by the AIM Rules.
The directors are also responsible for the maintenance and integrity of the Business Direct Group plc
website. The work carried out by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that may have occurred to the
information contained in the financial statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the financial
statements and other information included in Annual Reports may differ from legislation
in other jurisdictions.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 14 15 Business Direct Group plc Annual report and financial statements 2005
Independent Auditors’ Report
to the members of Business Direct Group plc
We have audited the financial statements which comprise the group profit and loss account, the group
balance sheet, the company balance sheet, the group cash flow statement, and the related notes.
This report is made solely to the company’s members, as a body, in accordance with section
235 of the Companies Act 1985. Our audit work has been undertaken so that we might state
to the company’s members those matters we are required to state to them in an auditors’ report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the financial statements
in accordance with applicable law and United Kingdom accounting standards (United Kingdom
Generally Accepted Accounting Practice) are set out in the statement of directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view
and are properly prepared in accordance with the Companies Act 1985. We also report to you if,
in our opinion, the directors’ report is not consistent with the financial statements, if the company
has not kept proper accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding directors’ remuneration and
other transactions is not disclosed.
We read other information contained in the annual report, and consider whether it is consistent
with the audited financial statements. This other information comprises the directors’ report,
chairman’s statement, corporate governance and report of the remuneration committee.
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 opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland)
issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial statements. It also includes an assessment
of the significant estimates and judgements made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the financial statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation
of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view, in accordance with United Kingdom
Generally Accepted Accounting Practice, of the state of the company’s affairs and of the group
at 31 December 2005 and of the loss of the group for the year then ended and have been properly
prepared in accordance with the Companies Act 1985.
Baker Tilly
Registered Auditor and Chartered Accountants
Brazennose House
Lincoln Square
Manchester M2 5BL
24 March 2006
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 15 16 Business Direct Group plc Annual report and financial statements 2005
Group Profit and Loss Account
for the year ended 31 December 2005
2005 2005 2005
Ongoing Acquisitions Total 2004
Notes £££ £ 
Group turnover 1 3,403,292 10,108,129 13,511,421 3,767,676
Cost of sales (1,990,407) (7,778,994) (9,769,401) (2,645,720)
Gross profit 1,412,885 2,329,135 3,742,020 1,121,956
42% 23% 28% 30%
Administrative expenses (3,256,092) (2,984,106) (6,240,198) (2,184,963)
Other income 2 15,000 101,775 116,775 15,000
Operating loss 3 (1,828,207) (553,196) (2,381,403) (1,048,007)
Profit on sale of investments 15,000 —
Exceptional Items 6 (459,024) —
(2,825,427) (1,048,007)
Interest receivable 16,714 29,746
Interest payable and similar charges 7 (175,249) (14,324)
Loss on ordinary activities 
before taxation (2,983,962) (1,032,585)
Taxation 8 — (501,501)
Loss for the financial year (2,983,962) (531,084)
Basic loss per share – pence 24 (9.5)p (2.4)p
Fully diluted loss per share – pence 24 (9.5)p (2.4)p
The operating loss for the year arises from the group’s continuing operations. No separate statement
of total recognised gains and losses has been presented as all such gains and losses have been
dealt with in the profit and loss account.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 16 17 Business Direct Group plc Annual report and financial statements 2005
Group Balance Sheet
31 December 2005
Restated 
(see note 15)
2005 2004
Notes £ £ 
Fixed assets
Intangible assets 10 2,158,751 —
Tangible assets 11 2,191,139 1,197,760
Investments 12 — 5,000
4,349,890 1,202,760
Current assets
Debtors 13 2,980,137 1,566,194
Cash at bank and in hand 293,590 1,158,482
3,273,727 2,724,676
Creditors: amounts falling due within one year 14 2,700,035 827,976
Net current assets 573,692 1,896,700
Total assets less current liabilities 4,923,582 3,099,460
Creditors: amounts falling due after more than one year 15 3,362,002 1,137,420
1,561,580 1,962,040
Provisions for liabilities and charges
Government grants 16 116,250 131,250
1,445,330 1,830,790
Capital and reserves
Called up share capital 19 763,088 381,952
Share premium account 20 5,025,467 2,808,101
Profit and loss account 20 (4,343,225) (1,359,263)
Shareholders’ funds 21 1,445,330 1,830,790
These financial statements were approved by the directors on 24 March 2006 and are signed on
their behalf by:
T E Houstoun
24 March 2006
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 17 18 Business Direct Group plc Annual report and financial statements 2005
Company Balance Sheet
31 December 2005
Restated
(see note 15)
2005 2004 
Notes £ £ 
Fixed assets
Investments 12 3,301,930 1,933,822
Current assets
Debtors 13 9,357 3,018,711
Cash at bank and in hand — 62,802
9,357 3,081,513
Creditors: amounts falling due within one year 14 — 53,448
Net current assets 9,357 3,028,065
Total assets less current liabilities 3,311,287 4,961,887
Creditors: amounts falling due after more than one year 15 945,000 945,000
2,366,287 4,016,887
Capital and reserves
Called-up share capital 19 1,730,837 1,349,700
Share premium account 20 4,926,717 2,709,351
Profit and loss account 20 (4,291,267) (42,164)
Shareholders’ funds 2,366,287 4,016,887
These financial statements were approved by the directors on 24 March 2006 and are signed on
their behalf by:
T E Houstoun
24 March 2006
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 18 19 Business Direct Group plc Annual report and financial statements 2005
Group Cash Flow Statement
for the year ended 31 December 2005
Restated
(see note 15)
2005 2004
Notes £ £ 
Net cash flow from operating activities 22a (2,961,994) (1,244,572)
Returns on investments and servicing of finance 22b (158,535) 15,422
Taxation 22b — —
Capital expenditure and financial investment 22b (1,248,484) (512,140)
Acquisitions and disposals 22b (337,950) —
Cash outflow before financing (4,706,963) (1,741,290)
Financing 22b 3,842,071 2,864,381
(Decrease)/increase in cash in the period (864,892) 1,123,091
2005 2004
£ £
(Decrease)/increase in cash in the period (864,892) 1,123,091
Net cash (inflow) outflow from debt financing (2,611,677) 315,670
Contingent consideration on acquisition of businesses (358,011) —
Change in net (debt)/funds 22c (3,834,580) 1,438,761
Net debt at 1 January 2005 22c (121,773) (1,560,534)
Net debt at 31 December 2005 22c (3,956,353) (121,773)
Reconciliation of Net Cash Flow to Movement in Net Debt
for the year ended 31 December 2005
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 19 20 Business Direct Group plc Annual report and financial statements 2005
Accounting Policies
Basis of accounting
The financial statements have been prepared under the historical cost convention.
Change in accounting policies
The group has consistently applied all relevant accounting standards except for the changes
in accounting standards as detailed below.
FRS 21 “Events after the Balance Sheet Date” and FRS 22 “Earnings per Share” are effective for
accounting periods beginning on or after 1 January 2005 but have had no impact on the financial
statements. The disclosure requirements of FRS 25 “Financial Instruments: Disclosure and Presentation”
are effective for accounting periods beginning on or after 1 January 2005. The standard requires
that preference shares that are obligations be classified as liabilities rather than shareholders’ funds.
This change in accounting policy has resulted in a prior year adjustment for both the group and
the company with shareholders’ funds at 31 December 2004 reducing by £945,000 and Creditors:
amounts falling due after more than one year increasing by £945,000.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company
and all group undertakings. These are adjusted, where appropriate, to conform to group
accounting policies.
Acquisitions prior to 31 December 2004 are accounted for under the reverse acquisition method
as set out in International Financial Reporting Standard 3 – Business Combinations and Mergers
(“IFRS 3”) in relation to the acquisition of Business Direct limited in 2004. This treatment does
not comply with Companies Act 1985 or with FRS 6 – “Acquisitions and Mergers”, which require
merger accounting to be adopted. However, the directors are of the view that the reverse acquisition
method should be adopted to give a true and fair view of the group restructure. The financial effect
of this departure is not considered to be material to the group balance sheet.
Acquisitions since 1 January 2005 are accounted for under the acquisition method. The results
of companies acquired or disposed of are included in the profit and loss account after or up to
the date that control passes respectively.
As a consolidated profit and loss account is published, a separate profit and loss account
for the parent company is omitted from the group financial statements by virtue of section 230
of the Companies Act 1985.
Turnover
The turnover shown in the profit and loss account represents amounts invoiced during the year,
exclusive of Value Added Tax.
Research and development expenditure
Research and development expenditure is written off against profits in the year in which it is incurred.
Goodwill
Goodwill representing the excess of the purchase price compared with the fair value of net assets
acquired is capitalised and written off evenly over 20 years as in the opinion of the directors this
represents the period over which the goodwill is effective. It is reviewed for impairment at the end
of the first full financial year following the acquisition and in other periods if events or changes
in circumstances indicate the carrying value may not be recoverable.
Fixed assets
All fixed assets are initially recorded at cost.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 20 21 Business Direct Group plc Annual report and financial statements 2005
Depreciation
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value,
over the useful economic life of that asset as follows:
Leasehold property – equally over the term of the lease
Fixtures and fittings – 25% on cost
Computer equipment – 25% on cost
ParcelXchanges – 10% on cost
The carrying values of tangible fixed assets are reviewed for impairment when events or changes
in circumstances indicate the carrying value may not be recoverable.
Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership
remain with the lessor are charged against profits on a straight-line basis over the period of the lease.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed
at the balance sheet date where transactions or events that result in an obligation to pay more tax
in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the group’s taxable profits and its results as stated in the financial
statements that arise from the inclusion of gains and losses in tax assessments in periods different
from those in which they are recognised in the financial statements.
Deferred tax assets are recognised only to the extent that the directors consider that it is more likely
than not that there will be suitable taxable profits from which the future reversal of the underlying tax
differences can be deducted.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which
timing differences are expected to reverse, based on tax rates and laws that have been enacted
or substantially enacted by the balance sheet date.
Deferred tax is measured on a non-discounted basis.
Deferred government grants
Government grants on capital expenditure are credited to deferred income and are released
to the profit and loss account by equal annual measurements over the expected useful life
of the asset to which they relate.
Grants of a revenue nature are credited to the profit and loss account in the period to which they relate.
Investments
These are valued at cost less a provision for any permanent impairment in value. When any transfer
of business is made between subsidiaries the cost of investment in those subsidiaries is adjusted
accordingly to reflect the transaction.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 21 22 Business Direct Group plc Annual report and financial statements 2005
Notes to the Financial Statements
for the year ended 31 December 2005
1 Turnover and segmental analysis
The group operates in the provision of one activity, supplying logistic solutions to corporate entities.
Revenues generated are wholly within the UK. Revenues generated through ParcelXchange
in the year grew by 320% to £1,704,000 (2004: £405,000). Further analysis of sales, net assets
and results has not been given as in the opinion of the directors such disclosure would be prejudicial
to the interests of the group.
2 Other operating income
2005 2004
£ £
Deferred capital grant 15,000 15,000
Sundry income 101,775 —
116,775 15,000
3 Operating loss
Operating loss is stated after charging/(crediting):
2005 2004
£ £
Amortisation of goodwill 103,750 —
Amortisation of government grants (15,000) (15,000)
Depreciation of owned fixed assets 343,055 168,626
Auditors’ remuneration
– as auditors 21,500 15,650
– for tax compliance 2,500 2,550
– other work 4,164 5,250
Operating lease costs:
Land and buildings 356,879 57,812
4 Particulars of employees
The average number of staff employed by the group during the financial year amounted to:
2005 2004
No. No.
Operations 123 32
Sales 11 1
Administration 12 10
Management 4 3
150 46
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 22 23 Business Direct Group plc Annual report and financial statements 2005
4 Particulars of employees (continued)
The aggregate payroll costs of the above were:
2005 2004
£ £
Wages and salaries 3,429,610 1,062,324
Social security costs 347,854 95,421
Other pension costs 35,239 768
3,812,703 1,158,513
5 Directors’ emoluments
The directors’ aggregate emoluments in respect of qualifying services were:
2005 2004
£ £
Emoluments receivable 225,000 149,845
Value of company pension contributions to money purchase schemes — 768
225,000 150,613
No directors accrued benefits under a company pension scheme.
6 Exceptional items
2005 2004
£ £
Fundamental restructuring of the business 459,024 —
7 Interest payable and similar charges
2005 2004
£ £
Interest payable on:
Bank loans and overdrafts 130,707 14,324
Other loans 44,542 —
175,249 14,324
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 23 Notes to the Financial Statements (continued)
for the year ended 31 December 2005
24 Business Direct Group plc Annual report and financial statements 2005
8 Taxation on ordinary activities
2005 2004
£ £
Current tax:
Corporation tax at 30% (2004: 30%) — —
Total current tax — —
Deferred tax:
Origination of and reversal of timing differences — (501,501)
Tax on loss on ordinary activities — (501,501)
2005 2004
£ £
Factors affecting the tax charge for the year:
Loss on ordinary activities before taxation (2,983,962) (1,032,985)
Loss on ordinary activities before taxation multiplied by standard rate 
of UK corporation tax of 30.00% (2004: 30.00%) (895,189) (309,776)
Effects of:
Non-deductible expenses 24,505 20,767
Capital allowances in excess of depreciation (59,982) (28,994)
Capital gain 4,500 —
Losses not recognised arising in the period 926,166 318,003
— —
Current tax credit — —
2005 2004
£ £
Deferred tax:
Balance brought forward (501,501) —
Movement in year — (501,501)
(501,501) (501,501)
Accelerated capital allowances 147,900 92,418
Tax losses available (649,401) (593,919)
501,501 (501,501)
Factors that may affect future tax charges
The group has an additional amount of unprovided deferred taxation of £877,933 representing
trading losses available to carry forward to relieve profits of the same trade in future years.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 24 25 Business Direct Group plc Annual report and financial statements 2005
9 Loss attributable to members of the parent company
The loss dealt with in the accounts of the parent company was £4,249,103 (2004: £42,164).
10 Intangible fixed assets
Goodwill
2005
Group £
Cost:
Arising on acquisition of subsidiary undertaking (see note 25) 1,368,008
Arising on acquisition of businesses (see note 25) 894,493
At 31 December 2005 2,262,501
Amortisation:
Charge for the period 103,750
At 31 December 2005 103,750
Net book value:
At 31 December 2005 2,158,751
At 31 December 2004 —
11 Tangible fixed assets
Leasehold Fixtures Computer ParcelXchange 
property and fittings equipment boxes Total
Group £ £ £ £ £
Cost
At 1 January 2005 54,986 329,166 — 1,179,746 1,563,898
Additions —34,224415,508818,7521,268,484
Arising on acquisition 
of businesses — 50,000 17,950 — 67,950
At 31 December 2005 54,986 413,390 433,458 1,998,498 2,900,332
Depreciation
At 1 January 2005 28,094 226,350 — 111,694 366,138
Charge for the year 10,997 84,083 75,428 172,547 343,055
At 31 December 2005 39,091 310,433 75,428 284,241 709,193
Net book value
At 31 December 2005 15,895 102,957 358,030 1,714,257 2,191,139
At 31 December 2004 26,892 102,816 — 1,068,052 1,197,760
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 25 Notes to the Financial Statements (continued)
for the year ended 31 December 2005
26 Business Direct Group plc Annual report and financial statements 2005
12 Investments
£
Group Cost
At 1 January 2005 5,000
Disposals (5,000)
At 31 December 2005 —
£
Company Cost
At 1 January 2005 1,933,822
Additions 1,368,108
At 31 December 2005 3,301,930
Details of the investments in which the company holds 20% or more of the nominal value of any class
of share capital are as follows:
Proportion 
of voting 
Country of rights and 
incorporation Holding shares held Nature of business
Business Direct Limited England Ordinary shares 100% ParcelXchange
Preference shares 100%
Concord (Business Direct) Limited* England Ordinary shares 100% express delivery and
technical courier
SoftLocker Limited England Ordinary shares 100% Dormant
Briar Holdings Limited Jersey Ordinary shares 100% Dormant
* Formerly BComp236 Limited
13 Debtors
Group Company
2005 2004 2005 2004
£ £ £ £
Amounts falling due within one year:
Trade debtors 2,041,517 902,024 — —
Amounts owed by group undertakings — — — 3,018,709
Other debtors 151,912 100,847 2 2
VAT — — 9,355 —
Prepayments and accrued income 285,207 61,822 — —
2,478,636 1,064,693 9,357 3,018,711
Amounts falling due after more 
than one year:
Deferred tax due in over one year 501,501 501,501 — —
2,980,137 1,566,194 9,357 3,018,711
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 26 27 Business Direct Group plc Annual report and financial statements 2005
14 Creditors: amounts falling due within one year
Group Company
2005 2004 2005 2004
£ £ £ £
Bank loan 200,000 — — —
Factoring company debt — 142,835 — —
Invoice discounting 543,944 — — —
Trade creditors 1,070,150 511,378 — —
Other taxes and social security costs 408,424 — — —
Other creditors 95,169 53,903 — —
Contingent consideration 143,997 — — —
Accruals and deferred income 238,351 119,860 — 53,448
2,700,035 827,976 — 53,448
The following liabilities disclosed under creditors falling due within one year are secured by the group:
Group Company
2005 2004 2005 2004
£ £ £ £
Invoice discounting debt 543,944 142,835 — —
Bank loan 200,000 — — —
743,944 142,835 — —
The invoice discounting debt at the year end is secured on certain trade debtors.
The bank loan is secured by a fixed and floating charge over all assets of the group.
On 15 March 2006 the group secured new banking facilities of £4.5m, which are £1.7m greater than
those drawn at 31 December 2005, and are as shown below.
Facilities at 
Revised facilities 31 December 2005
Invoice Invoice
Loans discounting Loans discounting
£ £ £ £
Invoice discounting company facility — 2,000,000 — 543,944
Bank loan 2,500,000 — 2,300,000 —
2,500,000 2,000,000 2,300,000 543,944
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 27 Notes to the Financial Statements (continued)
for the year ended 31 December 2005
28 Business Direct Group plc Annual report and financial statements 2005
15 Creditors: amounts falling due after more than one year
Restated Restated
Group Company
2005 2004 2005 2004
£ £ £ £
Contingent consideration 124,582 — — —
Bank loan 2,100,000 — — —
Preference shares 945,000 945,000 945,000 945,000
Directors’ loan accounts 192,420 192,420 — —
3,362,002 1,137,420 945,000 945,000
The disclosure requirements of FRS 25 “Financial Instruments: Disclosure and Presentation” are
effective for accounting periods beginning on or after 1 January 2005. The standard requires that
preference shares that are obligations be classified as liabilities rather than shareholders’ funds.
This change in accounting policy has resulted in a prior year adjustment for both the group
and the company with shareholders’ funds at 31 December 2004 reducing by £945,000
and Creditors: amounts falling due after more than one year increasing by £945,000.
Included in the bank loan is a revolving credit facility that has been drawn down under a three
year multi option facility (“MOF”). The amount drawn down under the facility is repayable after one,
three or six months of drawdown, but has been reclassified as long term because under the MOF
immediate replacement funding is available until 28 January 2008.
The directors’ loans are non-interest bearing, unsecured and not due for repayment within one year.
The directors owed money are T Houstoun £93,597 and C Wylde £98,823.
16 Government grants
Group Company
2005 2004 2005 2004
£ £ £ £
Received and receivable:
At 1 January 2005 and 31 December 2005 150,000 150,000 — —
Amortisation:
At 1 January 2005 18,750 3,750 — —
Credit to profit and loss account 15,000 15,000 — —
At 31 December 2005 33,750 18,750 — —
Net balance at 31 December 2005 116,250 131,250 — —
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 28 29 Business Direct Group plc Annual report and financial statements 2005
17 Commitments under operating leases
At 31 December 2005 the group and company had annual commitments under non-cancellable
operating leases as set out below.
Land and buildings
2005 2004
£ £
Operating leases which expire:
Within two to five years 88,500 34,000
Over five years 287,500 —
376,000 34,000
18 Related party transactions
The company purchased IT equipment and software from Pinesoft Computers Limited, a company of
which Dr. S R G Dakin is a director. The value of purchases in the year was £505,900 (2004: £199,769),
the balance owing at the year end was £40,941.
The company also used the services of Acorn Corporate Finance Limited, a company of which
G R Norfolk is a director), in connection with the Concord acquisition. The value of these services
was £20,000 (2004: £128,734), the balance owing at the year end was £5,288.
19 Share capital
2005 2004
£ £
Authorised:
50,000,000 ordinary shares of £0.05 each 2,500,000 2,500,000
945,000 preference shares of £1 each 945,000 945,000
3,445,000 3,445,000
Restated 
(see note 15)
2005 2004 2005 2004
No No £ £
Allotted and called up:
Ordinary shares of £0.05 each 34,616,733 26,994,000 1,730,837 1,349,700
Preference shares of £1 each 945,000 945,000 945,000 945,000
2,675,837 2,294,700
Less classified as creditors due after more than one year (945,000) (945,000)
1,730,837 1,349,700
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 29 30 Business Direct Group plc Annual report and financial statements 2005
Notes to the Financial Statements (continued)
for the year ended 31 December 2005
19 Share capital (continued)
Ordinary shares
On 13 January 2005 the company issued 3,074,400 ordinary shares of 5p in part consideration
of its acquisition of the Concord businesses. On 4 October 2005 the company issued 4,548,333
ordinary shares of 5p at 30p per share.
Preference shares
The preference shares may be redeemed (provided the business has sufficient distributable reserves)
in cash in whole or part at their subscription price at any time after 30 September 2007 after giving
Business Direct not less than one months’ notice.
The preference shares have a non-cumulative dividend entitlement of 5% payable 30 days after
the year end in arrears. £472,500 of the preference shares are held by Tim Houstoun. No interest
was due or paid on these during the year.
Options
At 31 December 2005 there were options over 2,399,550 ordinary shares of 5p each which are
exercisable at prices in the range from 25p to 50p under the company’s various share option schemes
exercisable at various times up to 2015.
The consolidated financial statements include the following as share capital, following the reverse
accounting method set out in IFRS 3:
Restated 
(see note 15)
2005 2004
£ £
Share capital of Softlocker Limited 2,250 2,250
Share capital of Business Direct Limited 10,000 10,000
Issued on incorporation – 40 shares of 5p each 2 2
Issued on conversion of debt – 400,000 shares of 5p each 20,000 20,000
Issued on acquisition – 3,074,400 shares of 5p each 153,720 —
Issued in placings – 11,542,333 (2004: 6,994,000) shares of 5p each 577,116 349,700
Equity share capital 763,088 381,952
Non-equity – 945,000 preference shares of £1 each 945,000 945,000
Total share capital 1,708,088 1,326,952
Less classified as creditors due after more than one year (945,000) (945,000)
763,088 381,952
20 Reserves
Share premium Profit and 
account loss account
Group £ £
Balance brought forward 2,808,101 (1,359,263)
Loss for the year — (2,983,962)
Other movements:
New equity share capital subscribed 2,217,366 —
Balance carried forward 5,025,467 (4,343,225)
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 30 31 Business Direct Group plc Annual report and financial statements 2005
20 Reserves (continued)
Share premium Profit and 
account loss account
Company £ £
Balance brought forward 2,709,351 (42,164)
Loss for the year — (4,249,103)
Other movements:
New equity share capital subscribed 2,217,366 —
Balance carried forward 4,926,717 (4,291,267)
21 Reconciliation of movements in shareholders’ funds
Shareholders’ funds
2005 2004
£ £
Loss for the financial year (2,983,962) (531,084)
New equity share capital subscribed 381,136 369,702
New equity share capital subscribed – SoftLocker — 2,250
Premium on new share capital subscribed 2,217,366 2,808,101
2,598,502 3,180,053
Net (reduction)/addition to shareholders’ equity deficit (385,460) 2,648,969
Opening shareholders’ equity funds/(deficit) 1,830,790 (818,179)
Closing shareholders’ equity funds 1,445,330 1,830,790
22 Cash flows
a Reconciliation of operating loss to net cash outflow from operating activities
2005 2004
£ £
Operating loss (2,381,403) (1,048,007)
Costs of fundamental restructuring (459,024) —
Depreciation 343,055 168,626
Amortisation of goodwill 103,750 —
Amortisation of government grants (15,000) (15,000)
Increase in debtors (1,413,843) (282,795)
Increase/(decrease) in creditors 860,471 (67,396)
Net cash outflow from operating activities (2,961,994) (1,244,572)
b Analysis of cash flows for headings netted in the cash flow statement
2005 2004
Returns on investment and servicing of finance £ £
Interest received 16,714 29,746
Interest paid (175,249) (14,324)
Net cash inflow from returns on investments and servicing of finance (158,535) 15,422
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 31 32 Business Direct Group plc Annual report and financial statements 2005
Notes to the Financial Statements (continued)
for the year ended 31 December 2005
22 Cash flows (continued)
b Analysis of cash flows for headings netted in the cash flow statement (continued)
2005 2004
Taxation £ £
Taxation paid — —
2005 2004
Capital expenditure and financial investment £ £
Disposal of investments 20,000 —
Payments to acquire tangible fixed assets (1,268,484) (512,140)
Net cash outflow for capital expenditure and financial investment (1,248,484) (512,140)
2005 2004
Acquisitions and disposals £ £
Purchase of businesses (note 25) (337,950) —
Net cash outflow from acquisitions and disposals (337,950) —
2005 2004
Financing £ £
Issue of equity share capital 227,416 369,700
Share premium on issue of equity share capital 1,002,978 2,709,351
Issue of share capital in subsidiary — 101,000
Advances from/(repayments to) factors 401,109 (315,670)
Payment of contingent consideration (89,432) —
Bank term loan 2,300,000 —
Net cash inflow from financing 3,842,071 2,864,381
c Analysis of net debt
Restated 
(see note 15)
At 1 January Cash Non-cash At 31 December 
2005 flows Acquisitions movements 2005
£ £ £ £ £
Cash in hand and at bank 1,158,482 (864,892) — — 293,590
1,158,482 (864,892) — — 293,590
Debt:
Factoring debt (142,835) 142,835 — — —
Invoice discounting — (543,944) — — (543,944)
Contingent consideration — 89,432 (358,011) — (268,579)
Bank loan — (2,300,000) — — (2,300,000)
Directors’ loans (192,420) — — — (192,420)
Preference shares (945,000) — — — (945,000)
Net debt (121,773) (3,476,569) (358,011) — (3,956,353)
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 32 33 Business Direct Group plc Annual report and financial statements 2005
23 Financial instruments
As permitted by FRS13, short-term creditors and debtors have been excluded from the disclosures,
with the exception of the currency profile.
The group’s policy during the year ended 31 December 2005 to achieve its financial and operational
objectives was to use cash, short-term deposits, convertible preference shares, long-term loans,
asset based finance and invoice discounting. It is not the group’s policy to enter into financial
derivatives for speculative or trading purposes.
The group did not use financial instruments during the year to hedge against interest rate movements;
the group’s borrowings are linked to LIBOR.
The interest rate profile of financial assets of the group as at 31 December 2005 is as follows:
Financial 
assets 
Fixed rate Floating rate on which 
financial financial no interest 
assets assets is paid Total
££££
2005
Sterling — 293,590 — 293,590
2004
Sterling — 1,158,482 — 1,158,482
Interest rate risk profile of financial liabilities
The interest rate profile of the financial liabilities of the group as at 31 December 2005 is as follows:
Financial 
liabilities 
Fixed rate Floating rate on which 
financial financial no interest 
liabilities liabilities is paid Total
££££
2005
Sterling 945,000 2,843,944 460,999 4,249,943
2004
Sterling 945,000 142,835 192,420 1,280,255
The weighted average interest rate on fixed rate financial liabilities at 31 December 2005 was 5%
(2004: 5%).
The weighted average period to maturity of fixed rate financial liabilities at 31 December 2005
was 21 months (2004: 21 months).
The fixed rate financial liabilities were confined to preference shares.
The maturity profile of the group’s financial liabilities as at 31 December 2005 was as follows:
2005 2004
£ £
Payable within one year, or on demand 887,941 142,835
Payable between one and two years 1,462,002 1,137,420
Payable between two and five years 1,900,000 —
Payable in more than five years — —
4,249,943 1,280,255
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 33 Notes to the Financial Statements (continued)
for the year ended 31 December 2005
34 Business Direct Group plc Annual report and financial statements 2005
23 Financial instruments (continued)
Currency exposures
The group has no overseas assets or liabilities.
Borrowing facility
The group had no undrawn borrowing facilities at 31 December 2005.
Fair values of financial assets and financial liabilities
The fair value, based upon the market value or discounted cash flows of the financial instruments
detailed above was not materially different from their book values.
24 Earnings per share
Earnings per share are calculated in accordance with FRS 22. The calculation of basic loss per
ordinary share is based on losses of £2,983,962 (2004: £531,084) and on 31,372,653 ordinary
shares (2004: 22,095,529) being the weighted average number of shares in issue during the year.
The loss for the period and the weighted average number of ordinary shares for calculating the diluted
loss per share for the year ended 31 December 2005 are identical to those used for the basic loss
per share. This is because the outstanding share options would have the effect of reducing the loss
per ordinary share and would therefore not be dilutive under the terms of FRS 22.
25 Acquisitions of businesses during the year
During the year ended 31 December 2005, the group made the following acquisitions:
Name Company Acquiring company Purchased Date
Concord Concord Couriers Limited Business Direct 
Limited Assets 13 January 2005
Concord Logistics Limited Business Direct 
Limited Assets 13 January 2005
Concord Welwyn Garden Business Direct 
City Limited Limited Assets 13 January 2005
BComp 236 Limited Business Direct 
Group plc Company 13 January 2005
ANC Esprit In-Night Business Direct 
Express Limited Limited Assets 10 March 2005
On 13 January 2005 the group acquired the assets, trade, customers and goodwill of Concord
Couriers Ltd (“CCL”), Concord Logistics Ltd (“CLL”) and Concord Welwyn Garden City Ltd
and the entire issued share capital of Bcomp 236 Limited (“Bcomp”), a company which had
the benefit of a management contract to run the above businesses, for a total maximum
consideration of £2 million.
The consideration in respect of the acquisition of the businesses was satisfied by the payment
of £117,950 in cash. Consideration for the acquisition of shares in Bcomp was satisfied by the
allotment to the shareholders of Bcomp of 3,074,400 new ordinary shares in the company
representing approximately 10% of the company’s enlarged issued share capital equity, to the
shareholders of Bcomp 236 Limited. These shares are subject to a two-year lock in and a two-year
orderly market agreement.
The group will also pay an additional sum of up to £360,000 in conditional consideration to the
shareholders of Bcomp if the businesses meet certain turnover and profit criteria over the next three
years. It is estimated that total conditional consideration will be £108,011, of which £8,011 was paid
in 2005 and £100,000 has been provided in respect of the following two years.
The six directors of the Concord companies have also been granted options over 1,049,850 shares
in the company at an exercise price of 45p per share.
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 34 35 Business Direct Group plc Annual report and financial statements 2005
25 Acquisitions of businesses during the year (continued)
The exercise of the share options is subject to the businesses achieving a total turnover of £18 million
for the year ended 31 December 2005 or £20 million for the year ended 31 December 2006 with
a 7.5% EBIT being achieved in each such year. The combined current turnover for CCL and CLL
for the year ended 31 May 2004 was £15.1 million with a pre-tax loss of £105,000.
On 10 March 2005 the group acquired the turnover and goodwill of the in-boot division of Esprit
In Night Express Limited (“Esprit”), a wholly owned subsidiary of ANC Limited, a leading UK parcels
carrier. The acquisition will be satisfied in cash based on 18% of Esprit’s acquired turnover for the
12 months commencing on the date of completion of the acquisition. The consideration will be paid
over 24 months, with a minimum guaranteed payment of £200,000 paid on completion.
The annualised turnover for the acquired business is expected to be £2.5 million.
It is estimated that total consideration will be £450,000, of which £281,421 was paid in 2005
and £168,579 has been provided in respect of the following year.
Bcomp 236
Esprit Concord  Limited
fair value fair value fair value Total
£ £ £ £
Tangible fixed assets — 67,950 — 67,950
Other debtors — — 100 100
Creditors due within one year — (266,482) — (266,482)
Net assets — (198,532) 100 (198,432)
Goodwill arising on acquisition of subsidiary — — 1,368,008 1,368,008
Goodwill arising on acquisition of businesses 450,000 444,493 — 894,493
450,000 245,961 1,368,108 2,064,069
Discharged by:
Fair value of shares issued — — 1,368,108 1,368,108
Cash consideration 200,000 117,950 — 317,950
Contingent consideration 250,000 108,011 — 358,011
Costs associated with acquisition — 20,000 — 20,000
450,000 245,961 1,368,108 2,064,069
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 35 Notice of Annual General Meeting
36 Business Direct Group plc Annual report and financial statements 2005
Business Direct Group plc
Notice is hereby given that the annual general meeting of the company will be held at Salisbury
House, London Wall, London EC2M 5TA on 23 May 2006 at 2 pm. The business of the meeting will be:
Ordinary business
1 To receive, consider and adopt the audited accounts for the year ended 31 December 2005
and the reports of the directors and auditors thereon.
2 To elect Wayne Crew, who has been appointed as a director of the company since the last
annual general meeting, as a director of the company. 
3 To re-elect Graham Richard Norfolk (a member of the audit and remuneration committees)
who is retiring by rotation in accordance with article 118, as a director of the company. 
4 To re-elect Timothy Edward Houstoun who is retiring by rotation in accordance with article 118,
as a director of the company.
5 To re-appoint Baker Tilly as auditors of the company until the conclusion of the next annual
general meeting and to authorise the directors to fix their remuneration.
6 To approve the Directors’ Remuneration report.
Special business
To consider and, if thought fit, to pass the following resolutions which will be proposed
as to resolution 7 as an ordinary resolution and as to resolution 8 as a special resolution:
7 THAT, in substitution for all existing and unexercised authorities and powers, the directors of
the company be and they are hereby generally and unconditionally authorised for the purpose
of section 80 of the Companies Act 1985 (the “Act”) to exercise all or any of the powers of
the company to allot relevant securities (within the meaning of section 80(2) of the Act) up to
a maximum nominal amount of £570,000 to such persons at such times and generally on such
terms and conditions as the directors may determine (subject always to the articles of
association of the company) provided that this authority and power shall, unless previously
renewed, varied or revoked by the company in general meeting, expire at the conclusion
of the next annual general meeting or 15 months after the passing of this resolution (if earlier)
and provided further that the directors of the company may before the expiry of such period
make an offer or agreement which would or might require relevant securities to be allotted after
the expiry of such period and the directors of the company may allot relevant securities in
pursuance of such offer or agreement as if the authority conferred hereby had not expired.
8 THAT, subject to and conditional upon the passing of resolution 7 and in substitution for
all existing and unexercised authorities and powers, the directors of the company be and
are hereby empowered pursuant to section 95 of the Act to allot equity securities (as defined in
section 94 of the Act) pursuant to the authority conferred upon them by resolution 8 as if section
89(1) of the Act did not apply to any such allotment provided that this authority and power shall
be limited to:
(a) the allotment of equity securities in connection with a rights issue or similar offer in favour
of ordinary shareholders where the equity securities respectively attributable to the interest
of all ordinary shareholders are proportionate (as nearly as may be) to the respective
numbers of ordinary shares held by them subject only to such exclusions or other
arrangements as the directors of the company may consider appropriate to deal with
fractional entitlements or legal and practical difficulties under the laws of, or the
requirements of any recognised regulatory body in, any territory; and
_1_BDG_arb05.qxd  19/04/2006  11:19  Page 36 Corporate Statement
Business Direct Group plc is the leading specialist provider of logistic solutions
to the field service personnel market. 
The group owns a national infrastructure of award winning ParcelXchanges, providing
a secure deposit and collection environment using sophisticated ATM technology
with end-to-end track and trace.
Business Direct Group plc provide innovative solutions to a blue chip client base
and have partnerships with global supply chain companies eg: DHL, Exel and TNT.
Group turnover growth Number of ParcelXchange
lockers
Average number of employees
2004 2005
£3.8m
£13.5m
2004 2005
2,600
3,900
2004 2005
46
150
T HE D ESIGN P ORTFOLIO
a member of the flathill communications group plc
www.flathillplc.com
Special business (continued)
8. (continued)
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities
up to an aggregate nominal amount of £173,000 representing approximately 10% of the
current issued share capital of the company,
and shall expire on the date of the next annual general meeting of the company of (if earlier)
15 months from the date of the passing of this resolution save that the company may before
such expiry make an offer or agreement which would or might require equity securities to be
allotted after such expiry and the Directors may allot equity securities in pursuance of such
offer or agreement as if the power conferred hereby had not expired. 
By order of the board
TE Houstoun Registered office:
24 March 2006 Xchange House
1 Great Central Way 
Butlers Leap
Rugby 
CV21 3XH
Notes:
1 A person entitled to attend and vote at this meeting is entitled to appoint one or more proxies
to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the company.
Appointment of proxies does not preclude members from attending and voting at the meeting
should they wish to do so.
2 To be valid, the instrument appointing a proxy must be deposited at the office of the company’s
registrars, Capita Registrars, P O Box 25, Beckenham, Kent BR3 4BR not less than 48 hours
before the time of the meeting.
3 The register of directors’ interests in the share capital of the company maintained under section
325 of the Act, and copies of the directors’ contracts of service with the company will be available
for inspection during normal business hours on any week day at the registered office of the
Company from the date of this notice until the annual general meeting and on the day of the
annual general meeting at the place of the meeting from 15 minutes prior to its commencement
until its conclusion.
4 As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001, the company
specifies that only those shareholders of the company on the register at 2 pm on 19 May 2006
shall be entitled to attend or vote at the meeting in respect of the number of shares registered
in their name at the time. Changes to the register of members after 2 pm on 19 May 2006 shall
be disregarded in determining the rights of any person to attend or vote at the meeting.
_1_cover.qxd  19/04/2006  11:18  Page 2 Business Direct Group plc
Xchange House
1 Great Central Way
Butlers Leap
Rugby
Warwickshire CV21 3XH
www.bdpx.com
Business Direct Group plc Annual report and financial statements 2005
_1_cover.qxd  19/04/2006  11:18  Page 1