05
Report & Accounts 2005 01
An introduction to Business Post 2
Chairman’s Statement 3
Highlights 4
Chief Executive’s Review 5
Financial Review 19
Directors and Advisers 23
Corporate Governance 25
Corporate Social Responsibility 29
Remuneration Report 30
Directors’ Report 37
Independent Auditors’ Report 39
Consolidated Profit and Loss Account 40
Consolidated Balance Sheet 41
Company Balance Sheet 42
Consolidated Cash Flow Statement 43
Notes to the Financial Statements 44
Five Year Summary of Results 55
Notice of Meeting 56
Contents
29 June 2005 Shares become ex dividend
1 July 2005 Record date for dividend
12 July 2005 Annual General Meeting
21 July 2005 Payment of final dividend for the year ended 31 March 2005
November 2005 Announcement of interim results and interim dividend for the year ending 31 March 2006
January 2006 Payment of interim dividend for the year ending 31 March 2006
Financial Calendar
Operations
Express House
Wolseley Drive
Heartlands
Birmingham  B8 2SQ
Tel: 0121 335 1000
Fax: 0121 335 1003
www.businesspost.biz
Finance
Express House
464 Berkshire Avenue
Slough 
Berkshire  SL1 4PL
Tel: 01753 706000
Fax: 01753 706141
www.businesspost.biz
Company Number
02800218
Head Offices
Designed and Produced by Business Post Marketing 02
Business Post is the UK’s leading
independent express delivery company
WHAT DO WE DO?
We provide time-definite deliveries anywhere in the world, to both business and residential addresses. 
Shipments vary in weight from under 60 grammes, for a letter, to over one tonne, for a pallet load.
Most customers in the UK choose next day deliveries. However, our Courier businesses provide a
same day service, whilst UK Mail offers a two day service.
WHO FOR?
We have over 20,000 customers. Nearly all of them are UK businesses.
HOW?
Parcel collections and deliveries in the UK are made by almost 1,500 drivers. Parcels and mail bags are
fed into one of 59 depots nationwide which are linked by a complex network of vehicle movements. 
UK Pallets operates through a partnership network with over 70 independent haulage businesses
throughout the UK linked via a central hub in Staffordshire.
Shipments for delivery outside the UK are passed to one of our international partners for their onward
journey.
The very latest technology is used to control and report on every item that moves through our networks.
WHAT MAKES US DIFFERENT?
•
Reliability:  Our on-time delivery record is the envy of our competitors. 
•
T echnology: Our deliveries are supported by information systems which are at the forefront of the 
industry.
•
Innovation: We were the first company to offer nationwide mail delivery services as an alternative to the 
Royal Mail and, more generally, we are consistently at the forefront of the express delivery industry.
•
FedEx:  We are the chosen UK partner of FedEx, the world’s leading express delivery company.
•
Flexibility: Our highly efficient operation provides customers with a wide range of collection and delivery 
options.
•
Entrepreneurship: Almost two-thirds of our depots are franchised.  Nearly all of our collection and 
delivery drivers are self-employed.
•
Specialism: Different types of deliveries have different requirements. We have a number of specialist 
business units, run by experts.
OUR BUSINESS UNITS
Express UK B2B parcel delivery.
International International parcel and mail delivery, primarily B2B.
HomeServe UK B2C parcel delivery.
UK Pallets UK palletised delivery.
Courier UK same-day courier.
UK Mail UK mail delivery. 03
I am pleased to report that, in the year ended 31
March 2005, Business Post enjoyed continued
success.
FINANCE
On turnover up 21% at £233.3m, operating profit increased
by 9% to £20.8m, pre-tax profit by 7% to £20.5m, and
earnings per share by 9% to 26.6p, in all cases before
deducting goodwill amortisation of £0.5m (2004: £0.4m).
Statutory operating profit, pre-tax profit and earnings per
share were £20.3m, £20.0m and 25.7p respectively.
After-tax returns on average net assets increased further, 
to 26.9% (2004: 26.5%).
DIVIDENDS
A final dividend per share of 12.8p, up 6%, is proposed,
payable on 21July 2005 to shareholders on the register at
the close of business on 1 July 2005. The ex-dividend date 
is 29 June 2005.  Together with the interim dividend per
share of 6.4p, proposed dividends per share are 7% higher
at 19.2p.
BUSINESS
Progress across the Group during the year was again in line
with the strategy articulated in 2001.  
The core Express business, representing our UK business-
to-business parcel activity,  grew its turnover ahead of
expectations and, in so doing, increased its market share to
around 8%.
Amongst the newer and smaller businesses, of special note
again was the strong growth in HomeServe, operating in the
business-to-consumer market.  HomeServe’s turnover
increase of 54% means that it has grown eight-fold since it
was relaunched in April 2002.
The most recently launched business, UK Mail, which
commenced trading in May 2004, had an outstanding first
year and is on track to achieve the Group’s prediction of a
3% share of the mail market by the end of its third year.
FTSE 250
Since 2001, turnover has increased by 89%, pre-tax profit by
61% and earnings per share by 57%.  Reflecting this
sustained progress, and strong prospects for the future, I am
delighted to report that Business Post became a member of
the FTSE 250 index in January 2005.
PERSONNEL
We announced at the beginning of May that Russell Hodgson,
the director responsible for Parcel Services, would be leaving the
Group on 30 September 2005, for health reasons. Following a
restructuring within Parcel Services, the Express, International
and HomeServe business units and Network Services will report
directly to Paul Carvell, Chief Executive.  Russell has contributed
substantially to the considerable success enjoyed by Business
Post since 2001, when he joined us as Group Operations
Director, and we shall be sorry to lose him.  
As reported in the 2004 Report & Accounts, Philip Stephens
was appointed a non-executive director on 1 April 2004,
whilst Richard Saville retired as a non-executive director on
31 May 2004.
To the Group’s employees and associates throughout our
parcel, mail and other specialist distribution networks, I
extend my thanks on behalf of all shareholders.
PROSPECTS
The Board expects substantial progress in the current year and
remains very confident about the Group’s long term potential.
Peter Kane
Chairman
UK Mail is on track to achieve a
3% share of the mail market by
the end of its third year
PETER KANE, CHAIRMAN
‘‘
‘‘
Chairman’s Statement Operational
Express increased market share to c.8%
Exceptional growth in home delivery
volumes via HomeServe
UK Mail already has a market share of
almost 1%
Business Post became a member
of the FTSE 250 index in January
2005
Highlights
Turnover up by 
21% to £233.3m
Operating profit up by 
9%
Earnings per share up by
8%
Dividends per share up by 
7% to 19.2p
04
Financial 05
STRATEGIC DEVELOPMENT
The Group’s strategy, first articulated in 2001, has been for
Express (UK business-to-business parcel delivery) to remain
the Group’s core activity, with the Group’s other activities
being developed alongside, each with more rapid growth
rates.  Strategic acquisitions have been selectively
considered, either to achieve critical mass in a particular area
or to add a complementary service to the range of time-
definite deliveries.  In all of its businesses, Business Post’s
strategy has been to remain a premium rather than a volume
player.
A substantial advance has been achieved since 2001 and
the Group has developed strong market positions for each 
of its businesses:
•
relative to the pre-tax profit of £12.7m and earnings per 
share of 16.9p reported for the year ended 31 March 
2001, the underlying increases in profits and EPS have 
been 61% and 57% respectively;
•
Express has progressively grown its market share by 
focusing on providing high quality services and, in a 
recent independent market survey, was again voted best 
for on-time deliveries;
•
International, through its long-term partnership with 
FedEx, offers customers access to the world’s 
leading air express delivery company and, via the 
Eurodis network, offers high quality road-based 
deliveries throughout Europe;
• HomeServe has introduced a number of innovations to 
improve customers’ first-time delivery success rate, 
increasing its turnover eight-fold over three years;
•
UK Mail was the first company to sign an agreement for 
access into Royal Mail’s network and is recognised as 
the market leader;
• Courier has developed both a rapidly-growing nationwide
network for same-day deliveries and, through acquisition,
a specialist technical courier capability;
• UK Pallets, building on the expertise developed in our 
parcel network, is introducing sophisticated IT into 
the market for palletised deliveries to differentiate itself 
from the volume competitors through higher 
levels of customer service.
The Board believes that the Group contains the elements
necessary for further substantial profitable growth, not only in
UK Mail, but also through its other businesses, which are
collectively capable of driving double-digit percentage
growth.
REVIEW OF 2005
A summary of the main developments across the Group
during the year is set out on the following pages:
Page 07 Parcel Services
Page 13 Mail Services
Page 15 Specialist Distribution Services
Page 18 Staff & Associates
In all of its businesses,
Business Post’s strategy is to
remain a premium rather than 
a volume player
PAUL CARVELL, CHIEF EXECUTIVE
‘‘
‘‘
Chief Executive’s Review 06 Chief Executive’s Review
Parcel Services
Parcel Services comprises the Group’s
business-to-business (Express), business-
to-consumer (HomeServe) and cross-
border (International) business units, all
sharing the combined infrastructure of
Network Services.
07 Express is the Group’s core UK business-to-business parcel
service, and in the period contributed 56% of Group turnover.  
It specialises in next-day deliveries for those customers who
need a reliable service backed up by sophisticated information
systems, thereby differentiating itself from the high volume/low
price operators.
Express made good progress in a market which was challenging throughout the
year, increasing its turnover by 5.4% to £131.3m.  Adjusting for the three fewer
working days, Express increased its turnover by 7%, representing a further
increase in market share to around 8%.
Despite customers tending more towards a standard service, the average rate per
consignment advanced marginally, through strategic price rises and an increase in
fuel surcharge as a result of higher oil prices.  Further increases in revenue quality,
whilst maintaining market share, and the introduction of a Business Print service
for customers sending out point-of-sale materials, will be the main focus for
Express in the coming year.
Express is the UK’s largest independent 
parcel business
08
Chief Executive’s Review
Express
£131.3m
of turnover 
56%
of Group turnover
5.4%
growth on last year
Financial Highlights - Express International is responsible for all shipments coming into and leaving
the UK, accounting in the period for 12% of Group turnover.  A high
proportion of its business derives from Business Post’s activities as
Global Service Participant in the UK for FedEx.  Additionally, as a
member of the Eurodis network, International handles road-based
shipments to and from Continental Europe.    
International increased its turnover by 17% to £28.1m, reflecting the introduction of a
heavyweight distribution service (FedEx International Priority Freight) from April 2004.  
International Mail, launched in July 2002 to offer business customers an alternative to
Royal Mail for their overseas postal requirements, again grew substantially, increasing its
turnover to £2.4m from £1.6m.  
Continued development of the Eurodis road arrangement, launched in January 2004,
contributed to a 23% increase in Continental European road-borne business. The Eurodis
network will benefit in the current year from the 10 states which have recently joined the EU.
With the market for cross-border shipments
growing at roughly twice that of domestic,
International has considerable scope for
growth
£28.1m
of turnover 
12%
of Group turnover
17%
growth on last year
09
Financial Highlights - International
Chief Executive’s Review
International HomeServe, which accounted for 12% of Group turnover, is the
Group’s UK business-to-consumer parcel service, providing a high
quality time-definite service to residential addresses, with full proof of
delivery and track-and-trace facilities.
The home delivery market continues to grow strongly and, through its targeted sales
approach focusing on customers requiring a tailored service, HomeServe continued its
recent success, increasing turnover by 54% to £26.8m, representing an eight-fold
increase since its relaunch in April 2002.
An important element in HomeServe's success is that it concentrates on delivering high
value items and works closely with the customer to achieve a first time delivery. 
A substantial contributor to the turnover increase was the Walsh Western contract, which
was effective from June 2003, to deliver computers and related equipment.  Important
new business wins, all of which are expected to contribute an increased turnover in the
current year, included deliveries of computers, household goods and golf equipment for a
range of new customers.
Under an exclusive distribution agreement with Toronto-based eBox, using a network of
eBoxes incorporating electronic access devices, trials of secure unattended deliveries
commenced and are proceeding satisfactorily.
HomeServe has grown eight-fold 
since its relaunch in April 2002
£26.8m
of turnover
12%
of Group turnover
54%
growth on last year
10
Financial Highlights - HomeServe
Chief Executive’s Review
HomeServe Network Services is responsible for providing high quality collection
and delivery services to the business units within Parcel Services
through a network of 59 depots (22 corporate and 37 franchised).
Network Services moved 37.4 million parcels, up 14% on the previous year, together with
over 70 million items of mail.  Against the background of this strong growth, and the
increasingly strong pre-Christmas peak period, Network Services incurred additional
costs of approximately £0.75m to ensure the maintenance of high quality service levels.
During the year, the roll out was completed of 1,500 new scanners for the Group's
collection and delivery drivers; their GPRS and wi-fi capability significantly improves the
speed with which scans can be transferred to the Group's track-and-trace website both
from within its sites and whilst out on the road. 
Initiatives designed to enhance further the level of both customer and employee
satisfaction have commenced, and the first half of the current year will see significant
levels of training and development throughout the network.
The Network Services infrastructure
ensures the Group retains its market -
leading delivery quality
Over 37 million
parcels delivered
On-time deliveries
consistently over 
98%
Major investments
made in scanning
technology
11
Key Points - Network Services
Chief Executive’s Review
Network Services 12 UK Mail is licensed by Postcomm, the
independent regulator, to offer mail
services throughout the United Kingdom
13
Chief Executive’s Review
Mail Services UK Mail, as the first mover in the deregulated UK market for business
mail, offers a nationwide two day mail delivery service, operating in
both the business-to-consumer and business-to-business markets.
Features of the service are track-and-trace and flexibility of collection
for large mailers.  
UK Mail has made excellent progress and achieved turnover of £10.2m for the year,
comprising £2.1m in the first half and £8.1m in the second half.  At the year end, less
than 11 months after commencing trading, UK Mail had an annualised throughput of
approximately 250 million items, approaching 1% of the market and making UK Mail the
largest Downstream Access operator. 
Customers cover a broad range of sectors, with the March 2005 contract with Royal Bank
of Scotland Group (RBSG) representing a ground-breaking entry into the VAT -exempt
market place.  Making full use of the established collection, linehaul and delivery expertise
of the Group, UK Mail achieved over 98% on-time deliveries.
UK Mail achieved monthly profitability by October 2004 and made a small profit for the
year overall.  UK Mail has ambitious plans for the current year, including launching new
products to address the unsorted segment of the market. Significant advances in market
share and profit are expected.
UK Mail commenced trading on 10 May
2004 and had an outstanding and profitable
first year
£10.2m
of turnover 
4%
of Group turnover
Approaching
1%
market share
14
Financial Highlights - UK Mail
Chief Executive’s Review
UK Mail Specialist Distribution Services comprises
the Group’s same-day and palletised
goods delivery activities.
15
Chief Executive’s Review
Specialist Distribution Services Business Post’s Courier activity, which comprises UK Today and
BXTech, accounted for 5% of Group turnover, with an increase 
of 15%.
UK Today is the Group’s UK nationwide same-day courier service.  It operates out of
corporate and franchised depots, using dedicated liveried vehicles and uniformed drivers.
In the year, UK Today increased its turnover by 25% and its profit contribution significantly,
rewarding a focus on improved margins.
BXTech is the Birmingham-based technical courier active in the IT , medical and utilities
sectors. It has a higher proportion of contract-backed business than the rest of the
Group, including agreements with Blockbuster, Siemens and Severn Trent Water for a
range of specialist support services.  In the year, a number of important contracts were
successfully renewed and the sales force was strengthened to develop the sales pipeline.
A focus for the current year is entry into the market for the installation of LCD and plasma
screens for major manufacturers.
Business Post’s Courier activities are
increasingly focusing on small-van logistics
solutions
£12.1m
of turnover
5%
of Group turnover
15%
growth on last year
16
Financial Highlights - Courier
Chief Executive’s Review
Courier UK Pallets provides a nationwide palletised goods delivery service
through a partnership network with over 70 independent haulage
businesses throughout the UK.  Operating from a national hub at
Lichfield (Staffordshire), UK Pallets currently handles nearly 5,000
pallets each night and is estimated to be the UK’s fourth largest
palletised goods network.
UK Pallets generated a turnover of £23.1m, which compares with £14.4m in the eight
months to 31 March 2004 and represents 10% of Group turnover.  Whilst the turnover
increase was 16% year on year, this was below the Board’s expectations, reflecting
disappointing market conditions throughout the year, which were further depressed by
poor trading experienced in the retail and parts of the building sectors over Christmas
and subsequently.  The shortfall in turnover growth and the additional cost of a hub
extension from September 2004 led to a reduced full year profit contribution.
The introduction during the year of UK Pallets Online, which incorporates many tried and
tested concepts from the Parcels side of the business, together with changes in
operational management and expansion of the sales team, will benefit the current year,
during which a significantly improved performance is expected.
UK Pallets is introducing a range of IT
solutions which put it at the forefront of the
pallet networks
£23.1m
of turnover
10%
of Group turnover
16%
growth on last year
17
Financial Highlights - UK Pallets
Chief Executive’s Review
UK Pallets As always, we are entirely dependent upon the hard work and
enthusiasm of not only our employees but also our associates
working within our franchised and partner operations, and as owner-
drivers.
We have already commenced a programme of training and process improvements
designed to make sure our customers’ interests are at the heart of everything we do. By
differentiating ourselves further from our competition through ever-improving customer
care, we will establish a competitive advantage which will be sustainable over the long
term.
The Delta Programme will represent a significant focus for us in the current year, and all
our employees and associates will be taking part in these improvements. I look forward to
the coming year with enthusiam.
Paul Carvell
Chief Executive
The Employee Consultative Group has been
strengthened to provide a robust platform for all
employees to make a significant contribution to
bringing about change in the workplace
ECG representatives
increased from 13 
to 59
Investors in People
accreditation
renewed
Key Points - Staff & Associates
18
Chief Executive’s Review
Staff & Associates 19
REVENUES
2005 2004 Increase
Turnover £233.3m £192.7m 21%
The 21% turnover increase includes a full year contribution from UK Pallets, which was acquired in July 2003, and an initial
contribution from UK Mail, which commenced trading on 10 May 2004. On a like-for-like basis, growth was 12%.
The overall increase reflects the strategy being pursued by the Group, with relatively modest growth in Express, which
operates in a mature market, being complemented by rapid growth in the newer businesses and also from acquisitions.
In the year, turnover growth was 5.4% for Express and at least an underlying 15% for each of International, HomeServe, 
UK Pallets and Courier.  £10.2m (4.4%) of turnover was contributed by UK Mail in its first year.
The overall increase in turnover reduced from 23% in the first half to 20% in the second half; the reduction in like-for-like
growth (excluding UK Mail and UK Pallets) was from 13% to 12% respectively.
PROFIT
2005 2004 Increase
Operating profit £20.3m £18.7m 9%
Adjusted operating profit* £20.8m £19.1m 9%
Pre-tax profit £20.0m £18.7m 7%
Adjusted pre-tax profit* £20.5m £19.1m 7%
Adjusted operating margins were 8.9% (2004: 9.9%), affected by the small profit in UK Mail on turnover of £10.2m and lower
margins in UK Pallets. On a like-for-like basis (excluding UK Mail and UK Pallets), margins were 10.0% (2004: 10.3%). In both
cases, the three fewer working days are estimated to have depressed margins by 0.4%.
Net interest payable amounted to £0.3m (2004: nil), reflecting the impact of the aggregate £11m cost of the acquisitions of
BXTech in February 2003 and UK Pallets in July 2003.
*Excluding goodwill amortisation of £0.5m (2004: £0.4m)
The balance sheet 
remains strong and the
Group’s after-tax return on
average net assets increased
further, to 26.9%
PETER FITZWILLIAM, FINANCE DIRECTOR
Financial Review
‘‘
‘‘ EARNINGS
2005 2004 Increase
Earnings per share 25.7p 23.8p 8%
Adjusted earnings per share* 26.6p 24.5p 9%
The slightly higher percentage increase in earnings per share than in pre-tax profit reflects an effective tax rate of 31.0% 
(2004: 32.6%, of which 1.6% was a prior year adjustment).
DIVIDENDS
2005 2004 Increase
Dividends per share 19.2p 18.0p 7%
Together with the interim dividend per share of 6.4p (2004: 5.95p), proposed dividends per share are 7% higher at 19.2p 
(2004: 18.0p), covered 1.34x (2004: 1.32x) by EPS.
CASH FLOW
2005 2004
Cash inflow from operating activities £21.5m £22.6m
Net debt £5.6m £5.6m
Net cash inflow from operating activities totalled £21.5m (2004: £22.6m), the small reduction relative to 2004 reflecting
primarily increased working capital requirements and an increase in amounts due from franchisees.
Net capital expenditure rose to £6.6m (2004: £5.8m), reflecting principally the roll-out of hand-held scanners and the replacement
and expansion of the vehicle fleet. Capital expenditure in 2006 is expected to increase as a result of the Group’s planned
investment of £2m in mail sorting equipment.
BALANCE SHEET
2005 2004
Goodwill £9.0m £10.8m
Equity shareholders’ funds £53.5m £49.1m
Gearing 10%
11%
The balance sheet remains strong and the Group’s after-tax return on average net assets increased further, to 26.9% from 26.5%. 
Year end net debt was unchanged at £5.6m, representing gearing of 10% (2004: 11%). At this level, the Group can comfortably
accommodate further capital expenditure or small acquisitions without recourse to equity financing.
RISKS
The Board regularly considers the principal risks facing the Group and establishes processes to limit their impact without stifling
entrepreneurial enterprise.
Overall, since the vast majority of the Group’s activities are provided to UK businesses, the fortunes of the Group are linked to the
general health of the UK economy.  The Group’s exposure is limited by being spread across a wide range of industry sectors, with
the most significant being the high tech sector, which generates roughly 20% of Group turnover.  FedEx, the world’s leading express
delivery company, accounts for less than 10% of turnover, and no other customer accounts for over 5%.
Operating in the transport and services sector, the Group’s principal costs are people and vehicle-related.  Levels of unemployment
affect the availability of staff and drivers but the Group’s expansion is not expected to be constrained by these factors.  Working
hours will increasingly be subject to the European Working Time Directive, which restricts employees’ weekly hours.  The Group has
evaluated the likely impact of this Directive and considers that it will not have a significant impact on its operations.  Fuel costs
represent an important cost but significant increases can be passed on to customers via a fuel surcharge mechanism common
throughout the industry.
Handling millions of transactions each year, the Group is highly reliant on the availability and smooth running of its operational
computer systems.  Any widescale systems failure would cause significant disruption to the business but disaster recovery
procedures are well established and regularly tested.
20 EXPOSURE TO FINANCIAL RISK
The Group is not significantly exposed to the effects of fluctuations in exchange rates since all income is in sterling and costs
denominated in foreign currency represent less than 5% of all expenditure.
The Group’s profitability, traditionally strong levels of cash flow and low indebtedness mean that it is not significantly exposed
to liquidity risk.
The Group’s exposure to interest risk has been reduced by means of an interest rate cap hedging contract.
TREASURY POLICY
The treasury function is run prudently, with cash invested in low risk cash deposits.  The Group uses a deposit in euros to hedge
the Group’s limited exposure to purchases denominated in European currency, and gains and losses on the retranslation of the
account offset increases or decreases in the sterling equivalent value of foreign purchases.  At the year end, the balance on this
account was £0.6m.
INTERNATIONAL FINANCIAL REPORTING STANDARDS
The Group will be required to prepare its accounts for the year ending 31 March 2006 under International Financial Reporting
Standards (“IFRS”).  The interim results to 30 September 2005 will be the first reported in line with IFRS. 
There are two principal changes which will be required to the Group’s accounting policies under IFRS.  These are in relation to the
accounting for share-based awards and goodwill amortisation.  The net impact on reported profits is not expected to be
significant, nor to have any effect on cashflow.
SHARE PRICE PERFORMANCE
Business Post’s share price performed strongly in the
financial year ended 31 March 2005, closing up over
34 per cent at 660p on the previous year’s close of
490.5p and outperforming the FTSE Support Services
sector by 32 per cent. The shares moved in line with
the sector throughout the first quarter of the financial
year before registering strong outperformances ahead
of the final figures announced on 18 May 2004 and
the AGM trading update on 13 July 2004. The shares
continued to outperform the market in subsequent
months, leading to Business Post’s entry into the
FTSE 250 in January 2005.
Peter Fitzwilliam
Finance Director
21 22 23
Directors & Advisers
‘‘
‘‘
Progress across the Group was
again in line with the Strategy
articulated in 2001
PETER KANE, CHAIRMAN Stockbrokers and Financial Advisers - Arbuthnot   Arbuthnot House   20 Ropemaker Street   London   EC2Y 9AR
Financial PR - Bankside Consultants   St Mary Abchurch House   123 Cannon Street   London   EC4N 5AU
Auditors - PricewaterhouseCoopers LLP   Harman House   1 George Street   Uxbridge   Middlesex   UB8 1QQ
Solicitors - Dechert LLP   2 Serjeants’ Inn   London   EC4Y 1LT                   Eversheds LLP   115 Colmore Row   Birmingham   B3 3AL
Bankers - Lloyds TSB   125 Colmore Row   Birmingham   B3 2DS Barclays   54 Lombard Street   London   EC3P 3AH
Registrars - Computershare Investor Services   PO Box 82   The Pavilions   Bridgwater Road   Bristol   BS99 7NH
Registered Office - Express House   464 Berkshire Avenue   Slough   SL1 4PL
Michael Kane (55) - 
Non-Executive Director
Joined Business Post in 1974,
became Managing Director in 1984,
Chief Executive in November 1995
and non-executive director in March
1997. Acted as Chief Operating
Officer from July 2000 until resuming
his non-executive role on 
1 April 2001. 
From left to right
From left to right
Philip Stephens (63) -
Independent Non-Executive
Director
Was appointed a non-executive
director on 1 April 2004.  He is 
non-executive Chairman of Oakdene
Homes and Egdon Resources, and a
non-executive director of Foresight 4
VCT.  Until his retirement in 2002, he
was involved in corporate finance
and broking for more than 35 years.
Dennis Clark (61) - 
Non-Executive Director and
Senior Independent Director
Has been the Finance Director of
Hunting since 1989. He was
appointed to the Board on 
1 October 1998. 
Bill Cockburn CBE, TD (62) - 
Deputy Chairman
Is a non executive director of AWG.
Was Chief Executive of The Post
Office from 1992 to 1995, Chief
Executive of WH Smith from 1995 to
1997 and Group Managing Director of
BT from 1997 to 2001. He was
appointed as a non-executive director
on 1 April 2002 and advises the
Group on mail matters.
Guy Buswell (43) - 
Managing Director, UK Mail
Joined Business Post in 1989 and
was appointed Sales Director in 1992. 
After a period elsewhere in the 
industry he rejoined the Company in
1997 and was appointed to the Board
on 12 August 1998. Became
Managing Director of UK Mail from 
1 July 2002.
Peter Fitzwilliam (45) - 
Finance Director
Joined the Board on 1 February 
1999 from Rank Group, where he 
was head of finance at Odeon
Cinemas. Previously, he was with
PricewaterhouseCoopers. 
Russell Hodgson (56) -
Group Managing Director, 
Parcel Services
Joined the Board as Operations and
Franchise Director on 2 January 2001
from Jacobs Holdings after having
spent 25 years in the parcel industry,
holding a number of senior positions.
Was appointed Group Managing
Director, Parcel Services, from 
15 October 2003.
Paul Carvell (50) - 
Chief Executive
Joined the Board on 26 February
2001 from Christian Salvesen where
he was Managing Director of the
Industrial division. Prior to that he
held a number of senior positions 
in the logistics and express parcels
sectors. 
Peter Kane (58) - 
Chairman
Founded the Company and, with
Michael Kane, his brother, was
responsible for its development until
becoming a non-executive director in
1996. After a period as Chief
Executive from August 1998, he
resumed his non-executive role on 
1 April 2001, and was appointed
Chairman on 10 July 2001.  
Alec Ross (49) - 
IT Director
Joined the Company in June 1997
with 20 years’ experience in systems 
development in transport and 
logistics and was appointed to the
Board on 15 September 1998. 
24 Corporate Governance
The Listing Rules of the UK Listing Authority require listed companies to disclose how they comply with the principles of good governance and code of best practice
known as the Combined Code. The Code, originally adopted in 1998, was revised during 2003 and this is the first year in which the Company is required to comply with
the revised Code.  This statement, which incorporates the statement on corporate social responsibility, explains how the Company has applied the principles of good
governance set out in the new Combined Code. 
The Board
During the year Business Post maintained an equal balance of executive and non-executive directors, bringing a wide range of skills and experience to the Board.
Biographical details of all directors are set out in the Directors and Advisers statement. Of the five non-executive directors, Dennis Clark and Philip Stephens are judged
to be independent according to the guidelines set out in the Combined Code, and Dennis Clark has been appointed by the Board to be the senior independent director.
Michael and Peter Kane are not judged to be independent due to their significant shareholdings, and Bill Cockburn is not judged to be independent due to his consultancy
contract with UK Mail. All the non-executive directors make a significant contribution to the functioning of the Board and its committees, and no one individual or group
dominates the Board’s decision-making process.
All directors are required by the Company’ s Articles of Association to submit themselves for re-election at least every three years. The names of those directors standing
for re-election to the Board this year are set out in the Notice of the forthcoming Annual General Meeting.  There are two non-executive directors standing for re-election
at the AGM and the Board strongly supports their re-election for the reasons set out in the Directors’ Report.
The Board’s focus is on strategy formulation, policy and control. There is a formal schedule of matters reserved for decision by the Board which retains all major
operational and risk management decisions with the Board.  These include the approval of major items of expenditure or commitment, including acquisitions; major
operational projects, including new contract wins; financing, including lease/buy decisions and the use of derivatives and insurance; and changes in policy relating to
the franchise network. The Board routinely monitors the various financial, operational and commercial risks facing the Company through reports from management. 
The Chairman is primarily responsible for the working of the Board, and the Chief Executive for the running of the business and implementation of Board strategy and
policy. There is a clear division of responsibilities between the Chairman and the Chief Executive and this has been agreed by the Board.  The Board meets formally at
least 8 times a year, with other meetings as necessary. The Board receives reports in advance of each meeting from the Chief Executive and Finance Director addressing
the financial performance of the Company and developments since the previous meeting, with further reports on particular issues as appropriate. Reports are also
supplied to directors in months when a Board meeting does not take place. All directors have access to the advice and services of the Company Secretary, and there is
a procedure whereby directors, wishing to do so in the furtherance of their duties, may take independent professional advice at the Company’s expense. 
The Board has a number of committees, the principal ones being the audit, remuneration and nomination committees.  Membership of these committees and their
principal terms of reference are set out in the table below.  
Audit Committee
Dennis Clark (Chairman), 
Peter Kane, Philip Stephens
Assists the Board in fulfilling its
responsibilities in respect of:
overseeing the Group’s financial statements,
monitoring the adequacy of internal controls
and risk management processes,
the selection, compensation, independence and
performance of the Group’ s external auditors,
the independence and performance of the
Group’s internal auditor.
Remuneration Committee
Philip Stephens (Chairman), 
Dennis Clark, Peter Kane
Sets remuneration for all executive directors,
including share-based incentives, pensions
and other benefits.
Monitors the level and structure of
remuneration for the first layer of
management below Board level.
Approves initial grants and subsequent exercise
of all share-based incentives.
Responsible for appointing remuneration
consultants.
Business Post Group plc
Board of directors
Nomination Committee
Peter Kane (Chairman), 
Paul Carvell, Dennis Clark, 
Bill Cockburn, Philip Stephens
Leads the process for, and recommends to the
Board, all appointments to the Board.
Reviews succession planning for the Board.
25   Business Post Group plc Corporate Governance
Peter Kane is a member of the audit, remuneration and nomination committees, resulting in non-compliance with the Combined Code’s provisions that membership
of the audit and remuneration committees should comprise entirely independent directors, and that the nomination committee should comprise a majority of
independent directors.  However, with over 30 years of in-depth experience of the business, and as a significant shareholder, the Board believes that his
membership of these committees is appropriate and that he brings an invaluable knowledge and experience to their operation.
The following table shows the attendance of directors at regular Board meetings and at meetings of the audit, remuneration and nomination committees during
the year. 
Board Audit Remuneration Nomination
Number held 8 4 4 1
Guy Buswell 7
Paul Carvell 8 4 4 1
Dennis Clark 7 4 4 1
Bill Cockburn 8 4 4 1
Peter Fitzwilliam 8 4 
Russell Hodgson 8
Michael Kane 7
Peter Kane 8 4 4 1
Alec Ross 8
Richard Saville (resigned 31 May 2004) 1 1 2
Philip Stephens 8 2 4 1
Attendance by directors who are not members of the committee was at the request of the Chairman of the committee.
During the year, the directors have reviewed the effectiveness of the Board as a whole and its committees.  The individual directors initially completed separate
questionnaires, and the results were compiled and analysed by the Company Secretary, who prepared a summary report for the Board.  The areas covered included
Board and committee composition, dynamics and accountability; preparation for and performance at meetings; and induction and professional development.  
In addition to regular Board meetings, the Chairman regularly convenes meetings of the non-executive directors to assess the performance of the Board in the
absence of the executive directors.  The performance of the Chairman was considered as part of the questionnaires completed by the directors and discussed
separately by the non-executive directors without the Chairman present.  The Board and its committees are satisfied that they are operating effectively.
Directors’ Remuneration
The Board considers that the Company complies with the main principles of the Combined Code in relation to remuneration, by having a formal and transparent
procedure for developing policy on executive remuneration and for fixing the remuneration packages of directors.  No director is involved in deciding his own
remuneration.  A significant proportion of remuneration is structured so as to link rewards to corporate and individual performance.  The Board believes that levels
of remuneration are sufficient to attract, retain and motivate directors of the quality required to run the Company successfully, but without paying more than is
necessary.  Details of directors’ remuneration are set out in the Remuneration Report.
Relations with Shareholders
Whilst there is a substantial shareholding represented on the Board, the Company values its dialogue with both institutional and private investors. Two-way
communication with institutional investors, analysts and private investors is actively pursued, and a series of presentations and meetings are held through the year,
carefully recognising statutory constraints concerning the disclosure of information.  Feedback from these meetings is collated by the Company’s advisers and circulated
to members of the Board to ensure that they are kept informed concerning the views of shareholders.  In addition, the Chairman periodically attends meetings with
shareholders, and non-executive directors are invited to attend results presentations.  
Report & Accounts 26 Corporate Governance
This year’s Annual General Meeting will be held on 12 July 2005 at which time the chairmen of the audit, remuneration and nomination committees will be available to
answer shareholder questions. The Company will continue its practice of proposing individual resolutions, including separate resolutions relating to the Directors’ Report
and Accounts and the Remuneration Report, and of reporting the proxy voting in respect of each resolution.
Accountability and Directors’ Responsibilities
Company law requires the directors to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Company and Group and of
the profit of the Group for that period. 
After making due enquiries, the directors are satisfied that the Company and the Group have adequate resources to continue in business for the foreseeable future. For
this reason, they continue to adopt the going concern basis in preparing the accounts. 
In preparing the accounts, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are
reasonable and prudent; and state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the
accounts. 
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and Group
and enable them to ensure that the accounts comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and Group
and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Business Post Group plc website is the responsibility of the directors; the work carried out by the auditors does not involve
consideration of those matters and accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were
initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Internal Controls
The Board of directors has overall responsibility for ensuring that the Group maintains a system of internal control to provide it with reasonable assurance regarding
effective and efficient operations, internal financial control and compliance with laws and regulations. There are inherent limitations in any system of internal control
and, accordingly, even the most effective system can provide only reasonable, and not absolute, assurance.  
The Turnbull report issued by the Institute of Chartered Accountants in England and Wales in September 1999 provided further guidance as to how the Combined Code
principles on internal control should be applied in practice. 
The Board considers that the Company has complied with the Turnbull report throughout the year. There is a formal ongoing process for identifying, managing and
reviewing any changes in the risks faced by the Company. This process operates under the direction of, and is regularly reviewed by, the Board.
The key features of the internal control system within the Group are:
• clearly defined delegation of responsibilities, including relevant authorisation levels,
• clearly documented internal procedures set out in operational and administration manuals,
• regular compliance audit visits to all owned and franchised locations which monitor compliance with procedures and assess the integrity of financial information,
• review of financial procedures by the internal auditor,
• close personal involvement of executive directors in monitoring and managing the main risk areas of the business,
• regular information provided to senior management, covering financial performance and key business indicators, and
• monthly monitoring of results against budget and forecast, with major variances being followed up and management action taken where necessary.
Details of the Group’s activities in relation to its environmental, employment and health and safety responsibilities are set out in the Corporate Social Responsibility
statement.
27   Business Post Group plc Corporate Governance
The Board has reviewed the effectiveness of the internal control systems during the period covered by the accounts and up to the date of the approval of the
accounts. This review covered all controls, including financial, operational and compliance controls and risk management.  
Audit Committee and Auditors
The membership and principal terms of reference of the audit committee are set out above.  The committee is chaired by Dennis Clark who, as a qualified
accountant and the finance director of Hunting plc, is considered to have recent and relevant financial experience.
During the year, the committee met four times to discharge its responsibilities.  These responsibilities included:
• Monitoring the integrity of the half year and annual financial statements, by considering reports from the Finance Director and the external auditors setting 
out the basis of preparation of the results and the principal reporting judgements therein;
• reviewing the Company’s internal controls, by considering reports from both the internal and external auditors during the year and an annual report on the 
effectiveness of internal controls from the Chief Executive and Finance Director;
• monitoring the scope and effectiveness of the internal auditor, by considering work plans, reports throughout the year and attendance at audit committee 
meetings;
• monitoring the independence, objectivity and effectiveness of the external auditors and approving their terms of engagement and remuneration;
• developing a policy for the engagement of the external auditors to supply non-audit services; and 
• monitoring the Company’s whistleblowing procedures.
In addition, during a review of the earn-out accounts for UK Pallets, a business acquired in July 2003, the committee appointed the external auditors to conduct a
review of the accounting records of UK Pallets, and subsequently reviewed this work at separately convened meetings.  In appointing PricewaterhouseCoopers,
the committee had regard to the need to maintain auditor objectivity and independence.
Compliance with the Combined Code
With the exception of the composition of its committees, where the Code requires a greater proportion of members to be non-executive directors judged to be
independent, the Board considers that the Company has complied with the provisions of Section 1 of the Combined Code 2003 throughout the financial year.
Report & Accounts 28 Corporate Social Responsibility
The Board recognises its environmental and employment responsibilities and
continues to devote significant resources towards improving standards.
Environmental
The Group recognises it has the potential to make a significant contribution
towards improving the environment and is determined to realise this potential.
Responsibility for communicating the Group’s environmental policy and
monitoring compliance rests with the Group’s Transport Manager and National
Health & Safety Manager.
Examples of actions taken by the Group to minimise its environmental impact
include:
• Continued use of automated vehicle routing to eliminate unnecessary mileage
• Use of double-decked trailers, modified to be more fuel efficient and less 
harmful to the environment
• Continued use of fuel which is both low in sulphur and lead 
•Trialling the use of bio-diesel
The Group was the recipient of an inaugural EAST award (organised by the
journal dedicated to the promotion of environmental and sustainable
technology in transport and sponsored by Lloyds TSB Autolease) for its
revolutionary design for a double decked articulated trailer. This vehicle, when
compared to a similar trailer of standard design, achieved a saving in fuel
consumption of 20% and an even greater reduction in CO2 emissions.
Health & Safety 
Business Post Group fully embraces the legal obligation to protect the health,
safety and welfare of our employees and others who may be affected by our
operations. Robust proactive policies are developed and monitored to ensure
training, risk assessment, safe systems of work and accident investigation
procedures are deployed throughout the network. Regular Board reviews and
safety audits are undertaken to measure compliance against our standards
and to take effective remedial action to provide a safer working environment. 
Employment
The Group has continued to make significant progress in human resource
management over the last year.  The Employee Consultative Group has been
strengthened to provide a robust platform for all employees to make a
significant contribution to bringing about change in the workplace and to
provide a forum for the exchange of information, opinions and feedback.  This
has resulted in a significant increase in elected employee representatives from
13 to 59 and a three-tier site, regional and national structure, including a full-
time chairman elected by the employee representatives. The annual employee
survey continues to highlight improved employee satisfaction, Investors in
People accreditation was successfully renewed during the year, and employee
turnover continued to fall. The operational management capability has been
strengthened and the recruitment process has been significantly enhanced to
include assessment centres. A programme to evaluate management capability
and produce long term personal development plans will continue throughout
the Group, having been successfully introduced into Network Services last
year.  The Group continues to ensure all the requirements of current and future
employment and health and safety legislation are met.
Charitable Support
NCH, the children’s charity, has been the chosen charity partner for Business
Post Group, its employees and its franchisees for ten years. The Group donates
one penny to NCH for every consignment carried for customers who pay their
accounts by direct debit and in the last year this raised £58,000. But of equal
importance are the funds raised by Group staff under the Charity Challenge
scheme, which set a target to every one of Business Post’s operating locations
for fundraising. An amazing variety of events were staged from abseiling,
skydiving and marathon swims, through golf days and a staff calendar to car
washing, shaving off moustaches and giving up smoking.  In 2005 we expect
the total contribution to NCH to be in excess of £120,000.  As well as this
magnificent effort, in January 2005 staff throughout the Company raised just
short of £6,000 for the Asian Tsunami appeal, which was doubled by the
Company to make a total contribution of £11,916.
29  Business Post Group plc Remuneration Report
The directors present the Remuneration Report for the year ended 31 March 2005. This report is unaudited except for those parts which are indicated otherwise.
The members of the remuneration committee during the year were: Richard Saville (Chairman until his retirement from the Board on 31 May 2004), Philip Stephens
(who succeeded Richard Saville as Chairman of the committee), Dennis Clark and Peter Kane. During the year and at the request of the remuneration committee,
the Group’s Chief Executive, Paul Carvell, and Deputy Chairman, Bill Cockburn, gave advice and assistance to the remuneration committee. 
Remuneration policy
The remuneration policy of the Group, including the policy for executive directors, is determined by the remuneration committee of the Board, the membership of
which consists entirely of non-executive Board members.  The Company’s non-executive Chairman, Pete Kane, is not considered to be independent but his
experience within both the Company and the industry for over 30 years is considered to be invaluable to the committee. 
The remuneration policy for non-executive directors is determined by the Board.
The objectives of the committee are:
1. To ensure that directors and senior executives are fairly rewarded for their individual contributions to the Group’s overall performance.
2. To ensure that the remuneration of the executive directors and senior executives of the Group is set by a committee of Board members who have no personal
interest in the outcome of the decisions and who will give due regard to the interests of shareholders and to the financial and commercial health of the Group.
The remuneration policy of the Group is to provide competitive remuneration arrangements for executive directors and senior executives which are commensurate
with those of other companies of a similar nature, size and standing and which reflect the Group’s business and financial objectives and the goals of Corporate
Governance. Remuneration arrangements are addressed within the context of the Group’s current performance, its progress towards strategic objectives and
individual executives’ personal performance. As part of its periodic review of best practice, the remuneration committee will be seeking advice from external
consultants during the coming year concerning the continuing relevance and appropriateness of the Company’s remuneration arrangements.
Elements of the remuneration package of executive directors
Remuneration of executive directors comprises the following elements:
Base salaries
Base salaries are determined in relation to job responsibilities and sustained level of individual performance, and are reviewed annually.
Bonuses
The company operates a bonus scheme for executive directors. The level of bonus payment is dependent upon the Group’s performance evaluated against both
the prior year and annual budget, and also upon each director’s achievement of personal objectives, set out at the beginning of the year. In normal circumstances,
the maximum payment is limited to 50% of annual salary and payments in respect of personal objectives may not exceed payments in respect of the Group’s
financial performance.  Because the achieved profits for the year fell short of the targets set out at the beginning of the year, no payments under the bonus scheme
were made. However, due to the exceptional result achieved by UK Mail in its first year of operation, the remuneration committee awarded a discretionary bonus
of £20,000 to Guy Buswell, Managing Director, UK Mail.
Benefits
Health and sickness insurance schemes are provided for executive directors and include private health cover and permanent health insurance. Executive directors
receive an annual car allowance and contributions of 12.5% of each individual director’s base salary into a defined contribution pension scheme.
Share-based incentive schemes
The company utilises a Long Term Incentive Plan, Executive Share Options and a Share Matching Plan to provide longer term share-based incentives for executive
directors. The schemes are designed to motivate and reward achievement of a combination of corporate financial targets and enhancement of shareholder value.
Executive directors also participate in the Group’s Sharesave scheme. The remuneration committee determined in 2004 that awards made under the Company’s
Long Term Incentive Plan would be a more effective means of incentivising the Company’s directors than share options and, accordingly, share options will only
be granted in exceptional circumstances. Specific details of the incentive schemes are shown later in this report.
Report & Accounts 30 Remuneration Report
The Long Term Incentive Plan, Executive Share Options and Share Matching Plan all use growth in earnings per share as a performance criterion. During the
transition to International Financial Reporting Standards, the remuneration committee will ensure that a consistent basis is used in the measurement of earnings
per share performance. 
The targeted composition of each executive director’s remuneration, excluding long term incentives, is that 75% is non-performance related and that 25% is
performance related. The remuneration of each non-executive director is 100% non-performance related except that, in addition to his director’s and consultancy
fees, Bill Cockburn has a long-term incentive arrangement whereby he is entitled to receive bonuses if the profit of UK Mail exceeds specified targets within a
four year period of the commencement of trading.
Directors’ service contracts
It is the Company’s policy that, whilst there should not be a fixed duration in respect of directors’ service contracts, each contract contains notice periods of not
more than one year and contains a clause whereby the contractual termination payments do not exceed the director’s remuneration for the previous calendar year.
Non-executive directors are initially appointed for a three year term. All directors are required by the Company’s Articles of Association to submit themselves for
re-election at least every three years.
The details of the service contracts of those who have served as directors during the year are:
Contract date Notice period Contractual
termination payment
Guy Buswell 01.02.01 6 months 6 months remuneration*
Paul Carvell 26.02.01 12 months 12 months remuneration
Dennis Clark 01.10.01 3 months None
Bill Cockburn 01.04.02 3 months None
Peter Fitzwilliam 01.02.99 6 months 6 months remuneration*
Russell Hodgson 02.01.01 6 months 6 months remuneration*
Michael Kane 01.10.01 3 months None
Peter Kane 01.10.01 12 months None
Alec Ross 01.02.01 6 months 6 months remuneration*
Richard Saville (resigned 31 May 2004) 01.10.01 3 months None
Philip Stephens (appointed 1 April 2004) 31.03.04 3 months None
*In the event of termination following a change of control, executive directors are entitled to termination payments of 12 months’ remuneration.
Performance graph
The adjacent graph compares the total shareholder return for
an investment in the shares of Business Post with the return
for the same investment in the FTSE Support Services index
over a five year period commencing on 1 April 2000. In the
opinion of the directors, the FTSE Support Services index, of
which the Company is a constituent, is currently the most
appropriate index against which the total shareholder return of
the Company should be measured because it is widely used by
our investors, shareholders and management as a measure of
performance.
31   Business Post Group plc Remuneration Report
Directors’ remuneration
(This part of the Remuneration Report is audited information)
Salary Benefits 2005 2004
& Fees in kind Bonus Total Total
£000 £000 £000 £000 £000
Guy Buswell 130 12 20 162 178
Paul Carvell 250 14 –– 264 329
Dennis Clark 27 –– –– 27 26
Bill Cockburn* 111 –– –– 111 75
Peter Fitzwilliam 145 12 –– 157 181
Russell Hodgson 183 13 –– 196 238
Michael Kane** 23 –– –– 23 23
Peter Kane 60 2 –– 62 62
Alec Ross 113 12 –– 125 158
Richard Saville 4–––– 4 26
(resigned 31 May 2004)
Phillip Stephens 26 –– –– 26 ––
(appointed 1 April 2004)
1,072 65 20 1,157 1,296
* Included in Bill Cockburn’s remuneration are fees of £40,000 as a non-executive director and payments of £70,942 in respect of consultancy provided to the 
Company’s UK Mail subsidiary. The Company has a separate long term incentive agreement with Bill Cockburn in relation to his consultancy services.  Under 
this, Mr Cockburn will be entitled to receive bonuses if the profit of UK Mail exceeds specified targets within a four year period of the commencement of trading.
** Michael Kane’s remuneration was paid to his company, Beaufield Management Ltd, for the provision of his services as a director.
No director waived emoluments in respect of the year ended 31 March 2005.
Pensions
(This part of the Remuneration Report is audited information)
The following amounts were contributed during the year to the directors’ personal pension schemes, which are defined contribution schemes.
2005 2004
£000 £000
Guy Buswell 16 14
Paul Carvell 26 25
Peter Fitzwilliam 18 17
Russell Hodgson 24 16
Alec Ross 14 14
Report & Accounts 32 Remuneration Report
Interests in share options
(This part of the Remuneration Report is audited information)
Details of the options held by each director are set out below:
Directors’ Executive Share Options
Date of Earliest Expiry Exercise Number at Granted Exercised Lapsed Number at Gains on
Grant Exercise Date Price 1 April in year in year in year 31 March exercise
Date 2004 2005 £000
Guy Buswell
05.12.01 05.12.04 05.12.11 362.5p 28,551 –– 28,551 –– –– 68
31.05.02 31.05.05 31.05.12 418p 26,315 –– –– –– 26,315
30.05.03 30.05.06 30.05.13 411p 28,101 –– –– –– 28,101
30.07.03 30.07.06 31.07.13 450p 25,667 –– –– –– 25,667
108,634 –– 28,551 –– 80,083
Paul Carvell
08.06.01 08.06.04 08.06.08 226p 163,716 –– 163,716 –– –– 449
08.06.01 08.06.04 08.06.11 226p 13,274 –– 13,274 –– –– 36
13.07.01 01.12.05 13.07.11 204p 294,117 –– –– –– 294,117
31.05.02 31.05.05 31.05.12 418p 50,239 –– –– –– 50,239
30.05.03 30.05.06 30.05.13 411p 54,744 –– –– –– 54,744
576,090 –– 176,990 –– 399,100
Peter Fitzwilliam
05.12.01 05.12.04 05.12.11 362.5p 31,724 –– 31,724 –– –– 75
31.05.02 31.05.05 31.05.12 418p 29,904 –– –– –– 29,904
30.05.03 30.05.06 30.05.13 411p 32,846 –– –– –– 32,846
30.07.03 30.07.06 31.07.13 450p 30,000 –– –– –– 30,000
124,474 –– 31,724 –– 92,750
Russell Hodgson
05.12.01 05.12.04 05.12.11 362.5p 30,344 –– 30,344 –– –– 72
31.05.02 31.05.05 31.05.12 418p 29,904 –– –– –– 29,904
30.05.03 30.05.06 30.05.13 411p 32,846 –– –– –– 32,846
30.07.03 30.07.06 31.07.13 450p 30,000 –– –– –– 30,000
18.11.03 18.11.06 18.11.13 487p 71,868 –– –– –– 71,868
194,962 –– 30,344 –– 164,618
Alec Ross
05.12.01 05.12.04 05.12.11 362.5p 25,517 –– 25,517 –– –– 61
31.05.02 31.05.05 31.05.12 418p 24,521 –– –– –– 24,521
30.05.03 30.05.06 30.05.13 411p 26,277 –– –– –– 26,277
30.07.03 30.07.06 31.07.13 450p 24,000 –– –– –– 24,000
100,315 –– 25,517 –– 74,798
Exercise gains in the above table are calculated at the exercise date, although shares may have been retained.
No other directors have been granted share options in the shares of the company or other group entities. None of the terms and conditions of the share options
were varied during the year.
33   Business Post Group plc Remuneration Report
The exercise of options is subject to the condition that the growth in the Company’s earnings per share shall exceed the increase in the index of retail prices from
the date of grant by more than 3% p.a.  In addition, the exercise of share options granted to Paul Carvell in July 2001 is conditional upon the Company’s share
price exceeding certain targets for a minimum of 100 consecutive days between 48 and 66 months from issue. Of the 294,117 options granted, 98,039 become
exerciseable if the share price exceeds 600p, a further 98,039 become exerciseable if the share price exceeds 750p and a further 98,039 become exerciseable if
the share price exceeds 900p. 
Following the decision of the remuneration committee in the prior year that awards made under the Company’s Long Term Incentive Plan would be a more effective
means of incentivising the Company’s directors than share options, no share options were granted during the year.  
Sharesave scheme
Date of Earliest Expiry Exercise Number at Granted Exercised Lapsed Number at Gains on
Grant Exercise Date Price 1 April in year in year in year 31 March exercise
Date 2004 2005 £000
Guy Buswell
09.01.01 01.02.04 01.08.04 170p 5,698 –– 5,698 –– –– 19
29.06.04 01.08.07 01.02.08 398p –– 2,368 –– –– 2,368
Paul Carvell
03.01.02 01.02.05 01.08.05 290p 3,275 –– 3,275 –– –– 13
Peter Fitzwilliam
29.06.04 01.08.07 01.02.08 398p –– 2,368 –– –– 2,368
Russell Hodgson
03.01.02 01.02.05 01.08.05 290p 3,275 –– 3,275 –– –– 13
Alec Ross
03.01.02 01.02.05 01.08.05 290p 3,275 –– –– –– 3,275
Exercise gains in the above table are calculated at the exercise date, although shares may have been retained. The Sharesave scheme provides a savings plan to
purchase shares and has no performance criteria in order to participate.
The market price of the Company’s shares at the end of the year was 660p and the range of prices during the year was between 469p  and 702.5p.
Interests in shares
The interests of the directors in the ordinary shares of 10p each of the Company were as follows:
1 April 31 March
2004 2005
Guy Buswell 3,377 12,711
Paul Carvell 6,000 38,886
Dennis Clark 3,500 3,500
Bill Cockburn 4,000 9,000
Peter Fitzwilliam 5,955 9,785
Russell Hodgson 4,800 8,945
Michael Kane 7,001,294 7,001,294
Peter Kane 18,133,801 18,133,801
Alec Ross 6,437 11,214
Philip Stephens – 5,000
All directors’ interests are beneficially held save for 3,333,334 ordinary shares which are held by beneficiaries who are persons connected with Peter Kane.
There has been no change in the interests set out above between 31 March and 26 May 2005.
Report & Accounts 34 Remuneration Report
Long Term Incentive Plan
(This part of the Remuneration Report is audited information)
Directors’ interests in shares held in the Long Term Incentive Plan are as follows
Date of Award Performance Number at Granted Exercised Lapsed Number at Gains on
Award Price Period 1 April in year in year in year 31 March exercise
Ending 2004 2005 £000
Guy Buswell
02.06.00 345p 31.03.03 12,928 –– 3,232 9,696 –– 16
16.11.04 545p 31.03.07 –– 16,063 –– –– 16,063
Paul Carvell
16.11.04 545p 31.03.07 –– 34,422 –– –– 34,422
Peter Fitzwilliam
02.06.00 345p 31.03.03 15,641 –– 3,910 11,731 –– 20
16.11.04 545p 31.03.07 –– 16,637 –– –– 16,637
Russell Hodgson
16.11.04 545p 31.03.07 –– 20,940 –– –– 20,940
Alec Ross
02.06.00 345p 31.03.03 12,928 –– 3,232 9,696 –– 16
16.11.04 545p 31.03.07 –– 10,372 –– –– 10,372
Exercise gains in the above table are calculated as at the exercise date, although shares may have been retained.
Awards at 31 March 2005 may be exercised between three and ten years following the date of grant, determined primarily by reference to the Company’s Total
Shareholder Return performance over a period of three years.  Under this condition, the Company’s Total Shareholder Return ("TSR") is measured against the TSR of
all the other companies in the Support Services sector listed in the FTSE All Share Index at the start of the financial year in which an Award is granted over a period
of three financial years.  The proportion of the Award which may be exercised depends upon the ranking of the Company’s TSR, whereby 10% of shares may be
exercised if the Company achieves median ranking, rising pro-rata to 100% if the Company’s ranking falls within the top 10%.  No shares are exerciseable if the
Company’s ranking is below the median. TSR has been chosen as the primary performance condition since it aligns the interests of directors with shareholders by
requiring outperformance of broadly comparable companies.
The exercise of awards is also subject to the condition that the growth in the Company’s earnings per share shall exceed the increase in the index of retail prices
from the date of grant by more than 3% p.a. 
Furthermore, on the exercise of awards under the Plan or options previously granted under any of the Company’s executive share option schemes, directors are
expected to retain a proportion of the after-tax profit in the form of shares until they have acquired a shareholding equal to their basic salaries. In relation to prior
years this proportion was expected to be 25%. An increase in this proportion was introduced during the year and, with effect from 1 April 2005, this proportion is
expected to be 50%.
The Company’s Employee Share Ownership Trust holds shares in the Company for subsequent transfer to employees under the Long Term Incentive Plan.  Shares
held by the Trust are not voted at shareholder meetings and do not accrue dividends.  At 31 March 2005, the Trust held a total of 214,252 shares in respect of its
future obligations under the Company’s Long Term Incentive Plan.
35   Business Post Group plc Remuneration Report
Share Matching Plan
(This part of the Remuneration report is audited information). 
The remuneration committee considers it appropriate to align further the interests of senior executives with those of long-term shareholders through the operation
of a share matching scheme.  Under the rules of the Business Post Group Share Matching Plan ("SMP"), approved by shareholders at the Annual General Meeting
in July 2004, selected executives may be invited to invest a proportion of their cash bonus in the acquisition of Company shares up to 25% of their pre-tax salary.
Where such an investment is made, the executives will receive the grant of a matching award over shares in the Company with an equivalent value. 
Details of shares purchased and matching grants awarded during the year are as follows:
Date of Earliest Number at Granted Number at
Grant Exercise Date 1 April in year 31 March
2004 2005
Guy Buswell
16.11.04 16.11.07 –– 870 870
Paul Carvell
16.11.04 16.11.07 –– 870 870
Peter Fitzwilliam
16.11.04 16.11.07 –– 1,400 1,400
Russell Hodgson
16.11.04 16.11.07 –– 870 870
Alec Ross
16.11.04 16.11.07 –– 870 870
Awards may be exercised between 36 months and 42 months following the date of grant.  The proportion of the award which may be exercised depends upon the
growth in the Company’s earnings per share and is subject to a minimum growth of 4% p.a. above the index of retail prices ("RPI") over the three year performance
period.  Earnings per share has been chosen as the performance condition since it requires substantial improvement in underlying financial performance. One third
of the award may be exercised if growth is in excess of RPI growth by 12% over the period, two thirds if growth is in excess by between 12% and 15%, and in full
if growth exceeds RPI growth by 18% over the period (representing RPI +6% p.a.).  The awards lapse if the minimum condition is not achieved at the end of the three
year performance period.
Philip Stephens
On behalf of the Board
26 May 2005
Report & Accounts 36 Directors’ Report
The directors present their report on the audited financial statements for the
year ended 31 March 2005.  
Principal Activity and Review of the Business
The Group’s principal activity is the provision of express collection and delivery
services for parcels, mail and palletised goods. A review of the Group’s
business during the year and its prospects for the future is set out in the
Chairman’s Statement, Chief Executive’s Review and Financial Review. 
Results and Dividend
The profit for the financial year of £13.8 million is reported in the Group Profit and
Loss Account. An interim dividend of 6.4p per share was paid on 4 January 2005,
and the directors recommend a final dividend of 12.8p per share payable on 21
July 2005 to shareholders on the register on 1 July 2005.  This, when added to
the interim dividend, will make a total of 19.2p for the  year (2004 :18.0p). 
Corporate Governance
A statement on corporate governance and the Group’s compliance with the
Combined Code is set out in the Corporate Governance statement.  
Charitable Donations
During the year, the Group made charitable donations of £98,702 (2004: £58,434),
including £86,444 (2004: £58,434) to the National Children’s Home Charity for
general charitable purposes, and £5,958 (2004: Nil) to the DEC T sunami Earthquake
Appeal.
Directors
Details of the directors are shown in the Directors and Advisers statement
together with their biographical details and dates of appointment. 
In accordance with the Articles of Association, Bill Cockburn, Michael Kane
and Alec Ross retire by rotation at the Annual General Meeting and, being
eligible, offer themselves for re-election. Details of their terms of appointment
can be found in the Remuneration Report.  The Board strongly supports their
re-election and recommends that shareholders vote in favour of their re-
election.  Bill Cockburn and Michael Kane are both non-executive directors.
Bill Cockburn, having been on the Boards of large organisations including
The Post Office, WH Smith and BT, and a non-executive director of a number
of other companies, brings substantial experience of corporate and staff
management which is of considerable assistance to the Company.  In his role
as Deputy Chairman, he provides advice, counsel and support to the Chief
Executive, and his knowledge of Royal Mail Group and operating in a regulated
environment at BT has proved of considerable benefit in the development of
UK Mail.  
Michael Kane joined his brother Peter Kane, who founded the company, in
1974 and, for over 20 years, assisted in its day to day running, including as
Managing Director and Chief Executive.  His detailed understanding of the
business provides valuable insight during Board discussions and enables a
detailed assessment of the Company’s performance.  
The Chairman has undertaken an evaluation of the non-executive directors
submitting themselves for re-election and confirms that their performance
continues to be effective and that they commit sufficient time to the fulfilment
of their duties as a director and committee member, as appropriate.
Directors’ Interests
The interests of the directors and their families as appearing in the register
maintained under the provisions of section 325 of the Companies Act 1985 in
the share capital of the Company on 31 March 2005 are set out in the
Remuneration Report. 
Substantial Shareholders
In addition to the interests of Peter Kane (33.6%) and Michael Kane (13.0%), as at
26 May 2005 the Company had been notified that Ms Joanna Bailey and Mr John
Kane, the adult children of Peter Kane, are each beneficial holders of 3,333,333
shares, each representing 6.2% of the issued share capital of the Company. In
addition, the Company had been notified that Fidelity International Limited and its
direct and indirect subsidiaries are non-beneficial holders of 2,109,878 shares
representing 3.9% of the issued share capital of the Company. 
Annual General Meeting - special business
The notice of the Annual General Meeting to be held on 12 July 2005 may be
found at the back of the Report and Accounts. In addition to the routine
business of the meeting, the special business set out below will be transacted.  
On 13 July 2004 resolutions were passed by the Company’s shareholders
whereby the directors were given authority, under Section 80 of the
Companies Act 1985, until the conclusion of the 2005 Annual General
Meeting, to allot shares up to a maximum of the authorised but unissued share
capital of the Company. The directors recommend by Resolution 8 to be
proposed at the forthcoming Annual General Meeting that this authority
should be renewed so that it applies until the conclusion of the next Annual
General Meeting of the Company.  
If Resolution 8 is approved by shareholders the directors will have authority
to allot up to 16,062,262 ordinary shares, representing 29.8% of the ordinary
shares currently in issue of which 2,759,292 (5.1% of the ordinary shares
currently in issue) are currently reserved for issue under the Company’s share
option schemes. The balance available for allotment is therefore 13,302,970
ordinary shares, representing 24.7% of the ordinary shares currently in issue.
The Company does not currently have any treasury shares in issue. The
directors have no present intention of exercising the authority except in
connection with the issue of shares under the Company’s Sharesave Scheme
or under the Business Post Group plc Franchise Share Option Scheme 2002.
37   Business Post Group plc Directors’ Report
In addition, the directors were given authority under Section 95 of the
Companies Act 1985 until the conclusion of the 2005 Annual General Meeting
to allot equity securities for cash, other than to existing shareholders in
proportion to their holdings, up to an aggregate nominal amount equal to 5%
of the issued ordinary share capital. The directors recommend by Resolution 9
to be proposed at the forthcoming Annual General Meeting that this authority
should be renewed up to an aggregate nominal amount of £269,689, being
equal to 5% of the ordinary shares currently in issue, until the conclusion of
the 2006 Annual General Meeting or 12 October 2006, whichever is the earlier.
The Companies Act 1985 allows shares purchased by the Company to be held
as treasury shares, which may then be cancelled, sold for cash or used to meet
the Company’s obligations under its share option schemes. The requirements
to allot equity securities for cash to existing shareholders in proportion to their
holdings will also apply to the sales by the Company of any shares it holds as
treasury shares. These requirements may be similarly disapplied by
shareholders. The authority sought, and limits set, by Resolution 9 will then
apply also to a sale of treasury shares. However, the directors have no present
intention of holding shares in treasury pursuant to the Companies Act 1985.
At the 2004 Annual General Meeting the Company was given authority under
Article 9 of its Articles of Association and Section 166 of the Companies Act
1985 until the conclusion of the 2005 Annual General Meeting to make market
purchases of up to 10% of the issued ordinary share capital for cancellation at
a price of not less than 10 pence per ordinary share and not more than 105%
of the average of the mid-market quotations for an ordinary share of the
Company (as derived from the Daily Official List of the London Stock Exchange)
for the five business days prior to the date of purchase.
The authority sought by Resolution 10, to make market purchases of its own
ordinary shares, is intended to apply equally to shares to be held by the
Company as treasury shares in accordance with the Companies Act. However,
as mentioned above, the directors have no present intention of holding shares
in treasury pursuant to the Companies Act 1985.
The directors recommend by Resolution 10 to be proposed at the forthcoming
Annual General Meeting that this authority should be renewed until the
conclusion of the 2006 Annual General Meeting or 12 October 2006, whichever
is the earlier. The directors did not exercise the Company’s power to purchase
its own shares in the year ended 31 March 2005 and do not intend to exercise
this power other than in circumstances where they consider this to be in the
shareholders’ interests and where this would result in an increase in earnings
per share.
If they do utilise this authority, the directors will neither be encouraging nor
recommending shareholders to buy or sell shares in the Company nor in any
way suggesting that it is an appropriate time to deal in such shares.
Employment Policy
The Group’s policy is to maintain, as far as practicable, close consultations
with employees on matters likely to affect their interests and, to this end,
established an Employee Consultative Group in April 2003. The Company is an
equal opportunities employer and holds an Investors in People certificate. 
The Group’s policy and practice is to encourage the recruitment and
subsequent training, career development and promotion of disabled persons
according to their aptitudes and abilities and the retention and retraining of
employees who also become disabled during their employment. 
Further information concerning the Group’s human resource management
activities is set out in the Corporate Social Responsibility statement.
Directors and Officers Liability Insurance
The Company maintains insurance against certain liabilities which could arise
from a negligent act or a breach of duty by its directors and officers in the
discharge of their duties.
Supplier Payment Policy
The Group’s policy concerning the payment of its trade creditors is to follow
the CBI’s Prompt Payers’ Code. The Group endeavours to agree standard terms
of payment with its major suppliers at the commencement of business.
Suppliers fulfilling the conditions of supply are paid in accordance with the
agreed standard terms. Other suppliers are paid in accordance with
contractual terms as agreed from time to time. The Company does not have
trade creditors and accordingly no creditor days calculation is presented.
Environmental Responsibility and Health and Safety
A statement on the steps taken to operate the business in pursuit of good
environmental and health standards is set out in the Corporate Social
Responsibility statement.
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the
Group will be proposed at the Annual General Meeting.
By order of the Board
Peter Fitzwilliam
Company Secretary
26 May 2005
Report & Accounts 38 Independent Auditors’ Report
Independent auditors' report to the members of Business Post Group plc
We have audited the financial statements which comprise the Consolidated
Profit and Loss Account, the Consolidated and Company Balance Sheets, the
Consolidated Cash Flow Statement and the related notes.  We have also
audited the disclosures required by Part 3 of Schedule 7A to the Companies
Act 1985 contained in the Remuneration Report ("the auditable part").
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the
financial statements in accordance with applicable United Kingdom law and
accounting standards are set out in the statement of directors'
responsibilities. The directors are also responsible for preparing the
Remuneration Report.
Our responsibility is to audit the financial statements and the auditable part of
the Remuneration Report in accordance with relevant legal and regulatory
requirements and United Kingdom Auditing Standards issued by the Auditing
Practices Board.  This report, including the opinion, has been prepared for and
only for the company’s members as a body in accordance with Section 235 of
the Companies Act 1985 and for no other purpose.  We do not, in giving this
opinion, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true
and fair view and whether the financial statements and the auditable part of
the Remuneration Report have been 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 transactions is not disclosed.
We read the other information contained in the annual report and consider the
implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements. The other
information comprises only the Chairman’s Statement, the Chief Executive’s
Review, the Financial Review, the Directors’ Report, the unaudited part of the
Remuneration Report, the Corporate Social Responsibility statement and the
Corporate Governance statement. 
We review whether the corporate governance statement reflects the
company’s compliance with the nine provisions of the 2003 FRC Combined
Code specified for our review by the Listing Rules of the Financial Services
Authority, and we report if it does not. We are not required to consider
whether the board’s statements on internal control cover all risks and controls,
or form an opinion on the effectiveness of the Group’s corporate governance
procedures or its risk and control procedures.
Basis of audit opinion
We conducted our audit in accordance with auditing standards 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
and the auditable part of the Remuneration Report. 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
and the auditable part of the Remuneration Report 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 of the state of affairs
of the Company and the Group at 31 March 2005 and of the profit and
cash flows of the Group for the year then ended;
• the financial statements have  been properly prepared in accordance with
the Companies Act 1985; and
• those parts of the Remuneration Report required by Part 3 of Schedule 7A
to the Companies Act 1985 have been properly prepared in accordance
with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Uxbridge
26 May 2005
39   Business Post Group plc 2005 2004
Notes £m £m
Turnover 2 233.3 192.7
Cost of sales (184.7) (149.6)
Gross profit 48.6 43.1
Administrative expenses (28.3) (24.4)
Operating profit before goodwill amortisation 20.8 19.1
Goodwill amortisation (0.5) (0.4)
Operating profit 3 20.3 18.7
Net interest payable 7 (0.3) -
Profit on ordinary activities before taxation 20.0 18.7
Taxation 9 (6.2) (6.1)
Profit for the financial year 13.8 12.6
Dividends 11 (10.3) (9.6)
Retained profit transferred to reserves 20 3.5 3.0
Earnings per share - basic 10 25.7p 23.8p
- diluted 10 25.3p 23.6p
Dividends per share 11 19.2p 18.0p
The profit for the financial years presented above is derived from continuing activities and includes all recognised gains and losses for the year.
Consolidated Profit and Loss Account
for the year ended 31 March 2005
The related notes numbered 1 to 27 form part of these financial statements.
Report & Accounts 40 Consolidated Balance Sheet
at 31 March 2005
2005 2004
(restated)
Notes £m £m
Fixed assets
Intangible assets 12 9.0 10.8
Tangible fixed assets 13 34.8 32.7
43.8 43.5
Current assets
Debtors due within one year 15 47.4 37.4
Debtors due after one year 15 3.3 4.8
Cash at bank and in hand 3.4 4.6
54.1 46.8
Current liabilities
Creditors: Amounts falling due within one year 16 (34.5) (30.6)
Net current assets 19.6 16.2
Total assets less current liabilities 63.4 59.7
Creditors: Amounts falling due after more than one year 17 (8.0) (9.0)
Provisions for liabilities and charges 18 (1.9) (1.6)
Net assets 53.5 49.1
Capital and reserves
Called up share capital 19 5.4 5.3
Share premium account 20 12.2 10.3
Profit and loss account 20 35.9 33.5
Equity shareholders’ funds 21 53.5 49.1
The financial statements on pages 40 to 54 were approved by the board of directors on 26 May 2005 and were signed on its behalf by:
Peter Kane Peter Fitzwilliam
Chairman Finance Director
The related notes numbered 1 to 27 form part of these financial statements.
41   Business Post Group plc Company Balance Sheet
2005 2004
(restated)
Notes £m £m
Fixed asset investments
In subsidiaries 14 11.7 13.9
Current assets
Debtors 15 55.4 48.9
Cash at bank and in hand 0.1 2.8
55.5 51.7
Current liabilities
Creditors: Amounts falling due within one year 16 (8.3) (9.5)
Net current assets 47.2 42.2
Total assets less current liabilities 58.9 56.1
Creditors: Amounts falling due after more than one year 17 (8.0) (9.0)
Net assets 50.9 47.1
Capital and reserves
Called up share capital 19 5.4 5.3
Share premium account 20 12.2 10.3
Profit and loss account 20 33.3 31.5
Equity shareholders’ funds 50.9 47.1
The financial statements on pages 40 to 54 were approved by the board of directors on 26 May 2005 and were signed on its behalf by:
Peter Kane Peter Fitzwilliam
Chairman Finance Director
at 31 March 2005
The related notes numbered 1 to 27 form part of these financial statements.
Report & Accounts 42 2005 2005 2004 2004
Notes £m £m £m £m
Net cash inflow from operating activities 24 21.5 22.6
Returns on investment and servicing of finance
Interest received 0.4 0.4
Interest paid (0.7) (0.4)
Issue costs of hedging instrument –– (0.2)
Net cash outflow from returns on investment and sevicing of finance (0.3) (0.2)
Taxation (6.1) (5.5)
Capital expenditure and financial investment
Purchase of tangible fixed assets (6.7) (5.9)
Proceeds from sale of tangible fixed assets 0.1 0.1
Net cash outflow from capital expenditure and financial investment (6.6) (5.8)
Acquisitions
Purchase of subsidiary undertakings 12 0.6 (9.6)
Equity dividends paid (9.9) (9.1)
Net cash outflow before financing (0.8) (7.6)
Financing
Term loan (1.0) 10.0
Issue of ordinary share capital to satisfy options exercised 2.0 0.4
Purchase of own shares (1.2) ––
Net cash (outflow)/inflow from financing (0.2) 10.4
(Decrease)/increase in cash 25 (1.0) 2.8
Consolidated Cash Flow Statement
for the year ended 31 March 2005
The related notes numbered 1 to 27 form part of these financial statements.
43   Business Post Group plc Notes to the Financial Statements
1 Accounting Policies
Accounting convention
The financial statements are prepared under the historical 
cost convention and in accordance with applicable accounting standards. A
summary of the more important group accounting policies is set out below,
together with an explanation of where changes have been made to
previous policies on the adoption of new accounting standards in the year.
Changes in accounting policy during the year
The Group has adopted UITF 38, ‘Accounting for ESOP trusts’ in these
financial statements, which requires shares held in an ESOP trust to be
reported as a reduction in shareholders’ funds. The adoption of this
standard represents a change in accounting policy and the comparative
figures have been restated accordingly. Details of the effect of the prior
year adjustment are given in note 20.
Long Term Incentive Plan
The value of awards made under the Group’s Long Term Incentive Plan are
charged over the relevant performance period, discounted by an
estimated probability of meeting the performance criteria.
Basis of consolidation
The Group financial statements consolidate the financial statements of
Business Post Group plc and its subsidiary companies for the year ended
31 March 2005. Advantage has been taken of Section 230 of the
Companies Act 1985 not to include the Company’s own profit and loss
account. The profit of the Company for the year is £2.9m (2004: £3.5m).
Acquisitions and disposals
The results of businesses acquired or disposed of are consolidated from
or to the effective dates of acquisition or disposal.
Goodwill
Purchased goodwill, being the excess of the purchase consideration over
the fair value of identifiable net assets of the newly acquired
undertakings, is capitalised and written off evenly over its estimated
useful economic life. The useful life is not normally expected to exceed
20 years.
Turnover
Turnover comprises the value of services provided and income earned in
respect of franchises sold, net of value added tax.
Pension costs
Contributions to the Group sponsored employees’ personal pension plans
and defined contribution schemes are charged to the profit and loss
account in the year in which they accrue.
Leases
Operating lease rentals are charged to the profit and loss account on a
straight line basis over the period of the lease except for vacant properties
where full provision is made for the anticipated rent liability to be incurred.
Provision is also made for the cost of making good dilapidations where
required under property leases.
The benefits of rent free periods on property leases are spread evenly
over the period of the lease up to the date of the next rent review.
Rentals received under operating leases are credited on a straight line
basis over the lease term, even if the payments are not received on such
a basis.
Foreign exchange
Transactions in foreign currencies are recorded in Sterling at the rate
ruling at the transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate ruling at the
balance sheet date. All exchange differences are taken to the profit and
loss account as they arise.
Derivatives and financial instruments
Financial assets are recorded at the lower of cost and net realisable value.
Gains and losses arising as a result of interest rate derivatives, which
manage the interest rate exposure on borrowings, are carried forward so
that the profit and loss account reflects the rate of interest applicable to
the financial instrument that has been entered into.
The Group does not hold or issue derivative financial instruments for
speculative purposes.
Investments
Fixed asset investments are shown at cost less provision for impairment.
Impairment
The directors carry out a review of the carrying value of intangible and
tangible fixed assets if an event has taken place that suggests that there
could be an impairment in value. Where, in their opinion, there has been
an impairment then the assets concerned are written down to their
recoverable amount. The amount of the impairment is charged to the
profit and loss account.
Depreciation
Depreciation is calculated to write down the cost of tangible fixed assets
to their estimated residual values over the following useful economic
lives:
• Freehold buildings - fifty years on a straight line basis
• Short leasehold premises - the period of the lease on a straight line
basis
• Motor vehicles, plant, and equipment - 10% to 33.3% annually on a
reducing balance basis
• Computer software and equipment - 14% to 33% annually on a 
straight line basis.
Deferred taxation
Deferred tax is provided in full on timing differences between the
recognition of gains and losses in the financial statements and their
recognition in tax computations, except that a net deferred tax asset is
recognised only when it can be regarded as more likely than not it will be
recovered. Deferred tax is provided at current rates and is not discounted.
Deferred tax assets and liabilities are offset where they relate to taxes
levied by the same tax authority and are in the same taxable entity or
group.
Report & Accounts 44 Notes to the Financial Statements
2 Segmental Analysis of Results
Total Total
(restated)
Turnover 2005 2004
Business segment £m £m
Parcel Services Express 131.3 124.6
International 28.1 24.1
HomeServe 26.8 17.4
Specialist Distribution Services UK Pallets 23.1 14.4
Courier 12.1
10.5
Mail Services UK Mail 10.2
__
Other Other 1.7 1.7
Total Group 233.3 192.7
During 2005, responsibility for shipments to/from Eire was transferred from Express to International and accordingly £2.9m of turnover has been reclassified. 
The business does not allocate or apportion costs or assets to business segments. All turnover originates in one geographical area, being the 
United Kingdom.
3 Operating Profit
2005 2004
£m £m
Operating profit is stated after charging/(crediting):
Depreciation of tangible fixed assets 4.5 3.9
Amortisation of goodwill 0.5 0.4
Loss on disposal of fixed assets
__
0.1
Operating lease rentals payable      - plant and machinery 6.1 4.7
- other 3.0 2.4
Operating lease rentals receivable   - plant and machinery (0.8) (0.9)
- other (0.2) (0.2)
Auditors’ remuneration 0.1* 0.1*
* This includes £10,900 (2004: £10,000) for the audit of the Company.
Services provided by the Group’s auditor
During the year the Group obtained the following services from the Group’s auditor at costs as detailed below:
2005 2004
£m £m
Audit services - statutory audit 0.1 0.1
Other assurance services 0.2
__
Tax services - compliance services 0.1 0.1
0.4 0.2
4 Employees
2005 2004
Number Number
The average number of persons (including executive directors) employed by the Group during the year was as follows:
Administrative 235 206
Operational 1,807 1,676
2,042 1,882
45   Business Post Group plc Notes to the Financial Statements
5 Employment Costs
2005 2004
£m £m
The employment costs incurred by the Group, including executive directors, were:
Wages and salaries 38.4 31.9
Social security costs 3.9 2.8
Other pension costs 0.8 0.5
Cost of employee share schemes 0.1
__
43.2 35.2
6 Pension Costs
The Group sponsors employees’ personal pension plans. Contributions were made by the Group at rates of between 3 per cent and 12.5 per cent of the
eligible employees' salaries in the year ended 31 March 2005. The directors’ pension arrangements are set out in the Remuneration Report.
7 Net Interest Payable
2005 2004
£m £m
Interest receivable 0.4 0.4
Interest payable - unsecured term loan (0.5) (0.3)
- bank overdraft (0.2) (0.1)
(0.3) ––
8 Directors’ Remuneration
Details of directors’ remuneration are set out in the Remuneration Report.
9Taxation
2005 2004
£m £m
The charge for taxation is based on the profit for the year and comprises:
UK Corporation tax at 30% (2004: 30%)
- current year 6.0 5.7
Deferred tax
- current year 0.2 0.1
- prior year –– 0.3
6.2 6.1
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before
tax is as follows:
2005 2004
£m £m
Profit on ordinary activities before tax 20.0 18.7
Tax at 30% (2004: 30%) thereon 6.0 5.6
Expenses not deductible for tax purposes 0.2 0.2
Capital allowances in excess of depreciation (0.2) (0.1)
Current tax change 6.0 5.7
10 Earnings per share
The basic earnings per share has been calculated by dividing the profit for the financial year of £13.8m (2004: £12.6m) by the weighted average number of
ordinary shares in issue for the year ended 31 March 2005 of 53,586,502 (2004: 53,155,846). Diluted earnings per share have been calculated by adjusting
the weighted average number of ordinary shares by 888,909 (2004: 413,426) for the effect of the exercise of share options, increasing the number of shares
to 54,475,411 (2004: 53,569,272).
Report & Accounts 46 11 Dividends
2005 2004
£m £m
Interim of 6.4p (2004: 5.95p) paid on 4 January 2005 3.4 3.2
Final of 12.8p (2004: 12.05p) payable on 21 July 2005 6.9 6.4
10.3 9.6
Total dividends per share 19.2p 18.0p
Dividends amounting to £41,136 (2004: £4,433) in respect of the company’s shares held by an employee share trust (note 20) have been deducted in arriving
at the total dividends shown in the profit and loss account.
12 Intangible Fixed Assets - the Group
Goodwill
2005 2004
£m £m
Cost
At 1 April 11.2 1.7
Additions
__
9.5
Adjustment in respect of UK Pallets Ltd
(1.3)
__
At 31 March 9.9 11.2
Amortisation
At 1 April 0.4 ––
Charge for the year 0.5 0.4
At 31 March 0.9 0.4
Net book amount at 31 March 9.0 10.8
In the prior year, on 26 July 2003, the group purchased Weaver (Four Oaks) Ltd, a company now known as UK Pallets Ltd, for an initial amount of £8.9m in
cash and a deferred and contingent amount of up to £3.5m, comprising cash and shares in equal proportions. Following a review of the financial position of
UK Pallets Ltd, the final consideration has been agreed with the vendors, and goodwill adjusted accordingly.
13 Tangible Fixed Assets - the Group
Motor Computer
Freehold Short vehicles, software
land and leasehold plant and and
buildings premises equipment equipment Total
£m £m £m £m £m
Cost
1 April 2004 23.0 0.8 15.1 8.3 47.2
Additions 0.7 0.1 2.3 3.6 6.7
Disposals –– –– (0.7) (0.1) (0.8)
31 March 2005 23.7 0.9 16.7 11.8 53.1
Depreciation
1 April 2004 2.4 0.3 7.4 4.4 14.5
Disposals –– –– (0.6) (0.1) (0.7)
Charge for the year 0.3 0.1 1.7 2.4 4.5
31 March 2005 2.7 0.4 8.5 6.7 18.3
Net book value
31 March 2005 21.0 0.5 8.2 5.1 34.8
31 March 2004 20.6 0.5 7.7 3.9 32.7
Included in freehold land and buildings is freehold land with a cost of £7.7m (2004: £7.7m) which is not depreciated.
The Company owned no tangible fixed assets at 31 March 2005 (2004: £Nil).
Notes to the Financial Statements
47   Business Post Group plc 14 Investments
Investment in subsidiaries
2005 2004
£m £m
Cost
1 April 14.3 2.7
Additions –– 11.6
Adjustment in respect of UK Pallets Ltd (2.2) ––
31 March 12.1 14.3
Amortisation
1 April 0.4 ––
Amortisation charge –– 0.4
31 March 0.4 0.4
Net book amount as at 31 March 11.7 13.9
The company has the following principal wholly owned trading subsidiaries, all operating within the United Kingdom:
Percentage
Country of of ordinary shares
Nature of business incorporation held by the Group
Business Post Ltd Parcel and express mail collection and delivery services England 100%
BXT Ltd Technical courier services England 100%
UK Mail Ltd Collection and delivery of business mail England 100%
UK Pallets Ltd Collection and delivery services for palletised goods England 100%
15 Debtors
Group Company
2005 2004 2005 2004
£m £m £m £m
Trade debtors 41.8 34.5 –– ––
Amounts due from subsidiary undertakings –– –– 55.3 48.7
Amounts due from franchisees 6.0 5.2 –– ––
Other debtors 0.5 0.8 –– ––
Prepayments and accrued income 2.4 1.7 0.1 0.2
50.7 42.2 55.4 48.9
Included in amounts due from franchisees are amounts recoverable after more than one year in respect of loans of £3.3m (2004: £4.8m) for the Group and
£Nil for the Company (2004: £Nil).
16 Creditors: Amounts Falling Due Within One Year
Group Company
2005 2004 2005 2004
£m £m £m £m
Unsecured term loan (note 17) 1.0 1.0 1.0 1.0
Bank overdraft –– 0.2 –– ––
Trade creditors 11.2 7.6 –– ––
Amounts owed to franchisees 2.7 3.9 –– ––
Corporation tax 2.8 2.8 0.3 ––
Other taxes and social security 4.7 3.1 –– ––
Other creditors –– 0.1 –– ––
Deferred consideration –– 2.0 –– 2.0
Accruals and deferred income 5.2 3.4 0.1 ––
Dividends 6.9 6.5 6.9 6.5
34.5 30.6 8.3 9.5
Notes to the Financial Statements
Report & Accounts 48 17 Creditors: Amounts Falling due After One Year
Group Company
2005 2004 2005 2004
£m £m £m £m
Unsecured term loan 8.0 9.0 8.0 9.0
The term loan, whilst unsecured, is guaranteed by subsidiaries of Business Post Group plc and is repayable in equal annual instalments of £1m.
18 Provisions for Liabilities and Charges - the Group
Deferred Property
taxation leases Total
£m £m £m
1 April 2004 1.2 0.4 1.6
Charged to Profit and Loss Account
Deferred taxation 0.2 –– 0.2
Dilapidations –– 0.2 0.2
Utilised in the year –– (0.1) (0.1)
31 March 2005 1.4 0.5 1.9
The provision for property leases relates to dilapidations on properties under leases expiring within 1 year and up to 14 years.
Deferred Taxation 2005 2004
£m £m
Deferred taxation potential and provided in respect of:
Accelerated capital allowances 1.4 1.2
19 Called up Share Capital
2005 2004
£m £m
(1) Authorised
70,000,000 ordinary shares of 10p each 7.0 7.0
(2) Issued, allotted and fully paid
53,924,283 ordinary shares of 10p each (2004: 53,297,614) 5.4 5.3
All of the shares issued during the year relate to the exercise of share options. The consideration received was £2.0m.
(3) Share options
Options granted as at 31 March 2005 under the Business Post Group plc share option schemes were as follows:
Subscription Normal
Number price per share exercise date
Employee share option scheme 12,641 214p 30.06.98 to 29.06.05
Sharesave scheme 350,210 170p - 398p 01.02.05 to 01.02.10
New Executive 2001 share option scheme 2,128,197 204p - 487p 05.12.04 to 17.11.13
Franchisee 281,699 380p - 490p 12.07.05 to 24.05.14
Subscription Normal
(4) Long Term Incentive Plan awards Number price per share exercise date
Long Term Incentive Plan 344,975 Nil 16.11.07
Notes to the Financial Statements
49  Business Post Group plc 20 Reserves
Profit and loss account Group Company
£m £m
1 April 2004 as previously reported 33.6 31.6
Prior year adjustment - UITF 38 (0.1) (0.1)
At 1 April 2004 as restated 33.5 31.5
Retained profit for the year 3.5 2.9
Increase in shares held in the ESOP trust (1.2) (1.2)
Adjustment in respect of employee share schemes 0.1 0.1
31 March 2005 35.9 33.3
Share premium account Group Company
£m £m
1 April 2004 10.3 10.3
Premium on shares issued 1.9 1.9
31 March 2005 12.2 12.2
The Company established an Employee Share Ownership Trust (“ESOP trust”) on 4 August 1999, whose purpose is to hold shares in the Company for
subsequent transfer to employees under the Long Term Incentive Plan. At 31 March 2005 the trust held 214,252 (2004: 24,626) shares with a nominal value
of £21,425 (2004: £2,463) in the Company which have been conditionally gifted to employees under the Plan. The market value of these shares at 31 March
2005 was £1.4m (2004: £0.1m). Dividends are waived on all shares held by the trust until vested and the cost of the shares purchased are charged to the profit
and loss account in accordance with UITF 17 over the relevant performance periods. Costs of administration are dealt with in the profit and loss account.
Prior year adjustment
The adoption of UITF 38 has resulted in a change in the presentation of shares in the ESOP trust controlled by Business Post Group plc as a deduction in
arriving at shareholders’ funds and has led to a decrease in opening shareholders’ funds of £0.1m. At 31 March 2004, the trust held 24,626 shares purchased
during 1999, at a cost of £0.2m and a carrying value of £0.1m. The re-presentation of the ESOP shares as a deduction from the profit and loss reserve in
accordance with UITF 38 is not a recognised gain or loss. 
21 Reconciliation of Movements in Equity Shareholders’ Funds Group
2005 2004
(restated)
£m £m
Retained profit for the year 3.5 3.0
New share capital subscribed 2.0 0.4
Increase in shares held in the ESOP trust (1.2)
__
Adjustments in respect of employee share schemes 0.1
__
Net addition to shareholders’ funds 4.4 3.4
Opening shareholders’ funds as originally reported 49.2 45.8
Shares held in the ESOP trust (0.1) (0.1)
Opening shareholders’ funds as restated 49.1 45.7
Closing shareholders’ funds 53.5 49.1
Notes to the Financial Statements
Report & Accounts 50 Notes to the Financial Statements
22 Derivatives and other financial instruments
Short term debtors and creditors
Short term debtors and creditors have been excluded from all the following disclosures, other than the currency risk disclosures.
Interest rate risk profile of financial liabilities
The interest risk profile of the Group's financial liabilities at 31 March 2005, after taking account of the interest rate cap used to manage the interest 
profile was:
2005 2004
Book Floating Rate Book Floating Rate
Value Financial Value Financial
Total Liabilities Total Liabilities
Currency £m £m £m £m
Sterling term loan 9.0 9.0 10.0 10.0
Sterling bank overdraft
__ __
0.2 0.2
9.0 9.0 10.2 10.2
The interest rate on the term loan is based on a floating rate linked to the London Inter Bank Offer Rate (“LIBOR”). A separate interest rate cap exists to reduce
exposure to fluctuations in the LIBOR rate, ensuring that the interest exposure is capped at 6.0%. The loan has been disclosed as a floating rate financial liability
as the interest rate cap has not been breached. The interest rate on the overdraft is based on a floating rate linked to the Bank of England rate.
All the Group's creditors falling due within one year (other than bank and other borrowings) are excluded from the above table either due to the exclusion of
short term items or because they do not meet the definition of a financial liability, such as tax balances.
Interest rate risk profile of financial assets
2005 2004
Long term Long term
interest- interest-
Cash at bank earning Cash at bank earning
and in hand debtors Total and in hand debtors Total
£m £m £m £m £m £m
Currency
Sterling 2.8 6.0 8.8 4.3 5.2 9.5
Euro 0.6 –– 0.6 0.3 –– 0.3
At 31 March 3.4 6.0 9.4 4.6 5.2 9.8
Floating rate 3.4 6.0 9.4 4.6 5.2 9.8
At 31 March 3.4 6.0 9.4 4.6 5.2 9.8
Bank deposits and long term debtors earn interest based on a floating rate linked to the Bank of England rate.
Maturity of financial liabilities
The maturity profile of the carrying amount of the Group’s financial liabilities, other than short term trade creditors and accruals was as follows:
2005 2004
Group Company Group Company
debt debt debt debt
£m £m £m £m
On demand or within one year (note 16) 1.0 1.0 3.2 3.0
Between one and two years 1.0 1.0 1.0 1.0
Between two and five years 3.0 3.0 3.0 3.0
After five years 4.0 4.0 5.0 5.0
9.0 9.0 12.2 12.0
The Group has undrawn borrowing facilities of £10m (2004: £10m). These facilities are in place until 31 December 2005.
The only monetary assets or liabilities that are denominated in a foreign currency are Euro bank account balances of £0.6m (2004: £0.3m).
51   Business Post Group plc Notes to the Financial Statements
Fair value of financial assets and liabilities
The following table provides a comparison by category of the carrying amounts and the fair values of the Group's financial assets and liabilities at 31 March
2005 and 2004. Fair value is the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing
parties, other than a forced or liquidation sale and excludes accrued interest. Where available, market values have been used to determine fair values.
Where market values are not available, fair values have been calculated by discounting expected cash flows at prevailing interest rates. Set out below is a
summary of the methods and assumptions used for each category of financial instrument. 
2005 2004
Book Value Fair Value Book Value Fair Value
£m £m £m £m
Primary financial instrument held or issued to finance 
the Group's operations:
Short term borrowings (1.0) (1.0) (1.2) (1.2)
Long term borrowings (8.0) (8.0) (9.0) (9.0)
Cash at bank and in hand 3.4 3.4 4.6 4.6
Interest earning long term debtors 6.0 6.0 5.2 5.2
Derivative financial instrument held to manage the
interest rate profile:
Interest rate cap 0.1 0.1 0.2 0.2
An interest rate cap agreement, expiring on 31 July 2008, with interest capped at 6%, was taken out during 2004 to minimise exposure to increases in the
floating rate of interest on the term loan (note 17).
Derivative financial instrument held to manage fuel volatility profile:
A fuel forward contract which hedged against fluctuations in the purchase price of diesel was entered into on 1 April 2004, expired on 31 March 2005.
Summary of methods and assumptions
Interest rate cap
Short-term deposits and borrowings
Long term borrowings
Hedges
As explained in the Financial Review section of the Report and Accounts, entitled "Exposure to Financial Risk" the Group's policy is to hedge the following
exposures:
Interest rate risk - using interest rate hedges
Fuel fluctuation - using specific price hedges
There are no unrecognised gains or losses arising from the above hedges which have not been charged to the profit and loss account during the year.
Fair value is based on the market price of comparable instruments at the balance
sheet date.
The fair value of short-term deposits, loans and overdrafts approximates to the
carrying amount because of the short maturity of these instruments.
The fair value of the bank loan approximates to the value reported in the balance
sheet since it carries a floating rate where payments are reset to market rates at
intervals less than one year.
Report & Accounts 52 Notes to the Financial Statements
53   Business Post Group plc
Financial instruments held for trading purposes
The Group does not trade in financial instruments.
23 Financial Commitments
(1) Operating leases
At 31 March the Group had the following annual commitments in respect of non-cancellable operating leases:
Group Group
2005 2004
Land and Land and
buildings Other buildings Other
£m £m £m £m
Expiring within one year –– 0.8 0.1 0.5
Expiring during years two to five 0.9 4.4 0.8 3.9
Expiring after five years 1.5 –– 1.2 ––
2.4 5.2 2.1 4.4
(2) Capital commitments Group
2005 2004
£m £m
Contracted for at 31 March 0.4 0.4
24 Reconciliation of Operating Profit to Operating Cash Flows 2005 2004
£m £m
Operating profit 20.3 18.7
Depreciation and amortisation 5.0 4.3
Increase in debtors (7.3) (3.6)
Increase in creditors 5.5 1.3
Increase in provisions 0.1 0.1
(Increase)/decrease in net amounts due from franchisees (2.1) 1.8
Net cash inflow from operating activities 21.5 22.6 Notes to the Financial Statements
25 Reconciliation of net cash flow to movement in net debt
2005 2004
£m £m
(Decrease)/increase in cash (1.0) 2.8
Advance of unsecured term loan –– (10.0)
Repayments of unsecured term loan 1.0 ––
Movement in net funds in the year –– (7.2)
Net (debt)/funds at 1 April (5.6) 1.6
Net debt as at 31 March 2005 (5.6) (5.6)
Cash includes cash-in-transit of £1.4m at 31 March 2005. The prior year comparative does not include an equivalent amount as it is not considered to be
material.
All cash was denominated in sterling at 31 March 2005 except for £0.6m held in Euro current accounts. A commentary of the Group’s treasury policy is
included in the Financial Review section of the Report and Accounts.
26 Analysis of Net Debt
At 1 April At 31 March
2004 Cash Flow Other 2005
£m £m £m £m
Cash at bank in hand 4.6 (1.2) –– 3.4
Overdrafts (0.2) 0.2 –– ––
4.4 (1.0) –– 3.4
Debt due within one year (1.0) 1.0 (1.0) (1.0)
Debt due after one year (9.0) –– 1.0 (8.0)
(10.0) 1.0 –– (9.0)
Net debt (5.6) –– –– (5.6)
27 Ultimate Controlling Party
P Kane, a director of the Company, and members of his close family and certain family trusts the beneficiaries of which are persons connected with P Kane,
control directly and indirectly 46.0% of the issued share capital of the Company. In addition his brother, M Kane controls a further 13.0% of the issued share
capital of the Company.
Report & Accounts 54 Five Year Summary of Results
2005 2004 2003 2002 2001
£m £m £m £m £m
Turnover 233.3 192.7 156.3 131.7 123.7
Cost of sales (184.7) (149.6) (122.1) (100.1) (95.1)
Gross profit 48.6 43.1 34.2 31.6 28.6
Administrative expenses (28.3) (24.4) (18.6) (17.0) (16.3)
Operating profit before goodwill amortisation 20.8 19.1 15.6 14.6 12.3
Goodwill amortisation (0.5) (0.4) –– –– ––
Operating profit 20.3 18.7 15.6 14.6 12.3
Net interest (payable) / receivable (0.3) –– 0.5 0.5 0.4
Profit on ordinary activities before taxation 20.0 18.7 16.1 15.1 12.7
Taxation (6.2) (6.1) (4.9) (4.5) (3.8)
Profit for the financial year 13.8 12.6 11.2 10.6 8.9
Dividends (10.3) (9.6) (9.0) (8.5) (8.0)
Retained profit transferred to reserves 3.5 3.0 2.2 2.1 0.9
Earnings per share - basic 25.7p 23.8p 21.2p 20.0p 16.9p
Dividends per share 19.2p 18.0p 16.9p 16.0p 15.1p
The calculation of earnings per share for the five years ended 31 March 2005 is based on the following weighted numbers of shares in issue:
31 March 2005 53,586,502
31 March 2004 53,155,846
31 March 2003 53,048,564
31 March 2002 53,012,798
31 March 2001 53,007,905
55   Business Post Group plc Notice of Meeting
Notice is hereby given that the Annual General Meeting of Business Post Group plc will be held at the London Capital Club, 15 Abchurch Lane, London EC4 at 12
noon on 12 July 2005 for the following purposes: 
Ordinary Business
1To receive the directors’ report and the accounts for the year ended 31 March 2005. Resolution 1
2To declare a final dividend of 12.8p net per ordinary share for the year ended 31 March 2005, payable to 
shareholders on 21 July 2005 who are on the register on 1 July 2005. Resolution 2
3To approve the Remuneration Report of the Directors Resolution 3
4To re-elect Bill Cockburn as a director. Resolution 4
5To re-elect Michael Kane as a director. Resolution 5
6To re-elect Alec Ross as a director. Resolution 6
7To re-appoint the auditors, PricewaterhouseCoopers LLP , and to authorise the directors to determine the auditors’ remuneration. Resolution 7
Special Business
To consider and, if thought fit, to pass the following resolutions which will be proposed as to Resolution 8 as an Ordinary Resolution and as to Resolutions 9 and
10 as Special Resolutions:- 
8 That: 
8.1 the directors be and they are hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (“the Act”) to
exercise all the powers of the Company to allot relevant securities (within the meaning of section 80(2) of the Act) up to a maximum aggregate nominal
amount of £1,606,226 provided that this authority shall (unless previously revoked or varied by the Company in general meeting) expire at the conclusion
of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in  pursuance
of such an offer or agreement as if the authority conferred hereby had not expired; and 
8.2 the authority hereby conferred upon the directors replaces the authority conferred upon the directors pursuant to the resolution passed by shareholders of
the Company on 13 July 2004 provided that such replacement shall not have retrospective effect. 
Resolution 8
9 That: 
9.1 the directors be and they are hereby empowered to allot equity securities (within the meaning of section 94 of the Companies Act 1985 (“the Act”))
wholly for cash pursuant to the authority conferred on the directors by resolution 8 contained in the notice of the Annual General Meeting of the
Company of which this resolution forms part as if sub-section (1) of section 89 of the Act did not apply to any such allotment provided that this power
shall be limited to: 
9.1.1 the allotment of equity securities in connection with a rights issue open offer or otherwise in favour of ordinary shareholders where the equity
securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective number of
ordinary shares held by them and for the purposes of this resolution “rights issue” means an offer of equity securities open for acceptance for a
period fixed by the directors to: 
(a) holders on the register on a fixed record date of ordinary shares in proportion to their respective holdings; and 
(b) holders on the register on a fixed record date of other equity securities to the extent expressly required or (if considered appropriate by the
directors) permitted by the rights attached thereto; 
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or
legal or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange or otherwise in any territory, and
9.1.2 the allotment (otherwise than pursuant to paragraph 9.1.1 above) of equity securities up to an aggregate nominal value of £269,689; 
and shall (unless previously revoked or varied by the Company in general meeting) expire on the earlier of 12 October 2006 or the conclusion of the
next Annual General Meeting of the Company after 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; and 
9.2 all authorities conferred under section 95 of the Companies Act 1985 prior to the date of this Annual General Meeting be and they are hereby revoked
provided that such revocation shall not have retrospective effect. 
Resolution 9
Report & Accounts 56 Notice of Meeting
10. That pursuant to Article 9 of the Company’s Articles of Association and Section 166 of the Companies Act 1985, the Company be and is hereby authorised
to make market purchases of ordinary shares of 10p each in the capital of the Company provided that: 
10.1 the maximum number of ordinary shares hereby authorised to be purchased is 5,393,773; 
10.2 the minimum price which may be paid for each ordinary share is 10 pence per ordinary share which amount shall be exclusive of expenses; 
10.3 the maximum price which may be paid for each ordinary share is, in respect of an ordinary share contracted to be purchased on any day, an amount
(exclusive of expenses) equal to 105% of the average of the mid-market quotations for an ordinary share of the Company as derived from the Daily Official
List of the London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; 
10.4 the authority hereby conferred shall expire on the earlier of 12 October 2006 or the conclusion of the next Annual General Meeting of the Company
after the date of passing this resolution, unless such authority is renewed prior to such time; and 
10.5 the Company may conclude a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will
or may be exercised wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract
as if the authority hereby conferred had not expired. 
Resolution 10
By order of the Board 
Peter Fitzwilliam 
Company Secretary 
26 May 2005 
Notes 
1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of
him.  Such proxy or  proxies need not be a member of the Company. 
2. A form of proxy is provided. To be effective, a form of proxy must be completed, signed and (together with the original or a notarially certified copy of any
power of attorney or other authority under which it is executed) lodged at the Company’s registrars, Computershare Investor Services plc, PO Box 82, 
The Pavilions, Bridgwater Road, Bristol, BS99 7NH not later than 48 hours before the time of the meeting. Depositing a completed form of proxy will not
preclude a member from attending the meeting and voting in person. 
3. There will be available for inspection at the registered office of the Company on any weekday (except Saturday) during normal business hours from the date
of this notice until the day of the Annual General Meeting and at the place of the Annual General Meeting for a period of 15 minutes prior to and during the
Annual General Meeting copies of contracts of service between directors and the Company, and the register of directors’ interests in shares of the Company
kept in accordance with section 325 of the Act. 
4. The Company, pursuant to Regulation 41 of the Uncertified Securities Regulations 2001 specifies that only those shareholders registered in the register of
members of the Company as at 12.00 pm on 10 July 2005 shall be entitled to attend and vote at the aforesaid general meeting in respect of the number of
shares registered in their name at that time. Changes to entries on the relevant register of securities after 12.00 pm on 10 July 2005 shall be disregarded in
determining the right of any person to attend or vote at the meeting. 
57   Business Post Group plc