passionate about retail
torex retail plc  report  accounts 2004
torex retail plc
telfer house  range road  witney  oxfordshire  ox29 oyn
tel 44 0870 050 9900  fax 44 0870 050 9901
email infotorexretailcom  wwwtorexretailcom
torex retail plc  report  accounts 2004 passionate about retailers
our aim is to help
retailers and their
staff to run their
businesses more
effectively and
efficiently
torex retail plc  report  accounts 2004
torex retail plc is a leading supplier of instore management and head office solutions to
major uk and european retailers with an enviable client list torex retail plc is building on its
expertise as a provider of software consultancy support and implementation services
contents
highlights 01
chairman’s statement 02
chief executive’s business review 06
financial review 12
corporate social responsibility 14
board of directors 16
officers and advisors 17
report of the directors 18
corporate governance 20
remuneration report 22
statement of directors’ 
responsibilities 26
report of the independent auditors 27
consolidated profit  loss account 28
consolidated statement of 
total recognised gains and losses 29
reconciliation of movements in
shareholders’ funds 29
balance sheets 30
consolidated cash flow statement 31
reconciliation of net cash flow 
to movement in net debt 31
notes to the financial statements 32 
notice of annual general meeting 54
proxy form 55 2004 report  accounts  torex retail plc 01
highlights
03
£8064
£12508
04
operating profit
03
£6811
£11255
04
profit on ordinary 
 activities before tax
03
29p
50p
04
earnings per share                     
financial 
• pro forma operating profit increased by 55 to £125 million
2003 £81 million
• pro forma profit before tax up 65 to £113 million
2003 £68 million
• pro forma adjusted eps up 72 to 50 pence
• strong operating cashflow representing 128 of operating profit 
• recommended final dividend of 058 pence per ordinary share 
making a total for the period of 068 pence
• sales profits cash and eps all ahead of expectations
business 
• software and service revenues increased by 23
• management team strengthened 
• integration of former alphameric retail division well ahead of schedule
• excellent visibility of revenues gives confidence for 2005
 details of the basis of calculating the pro forma information are shown in the financial review 
the pro forma operating profit profit before tax and adjusted eps are all before charging
exceptional items and amortisation of goodwill 02 torex retail plc  report  accounts 2004
chairman’s statement
the group has made excellent progress
delivering outstanding financial results and 
at the same time significantly advancing the
strategic development of your business
trading results 
i am delighted to present our first set of results since the
admission of the company to aim on 2 march 2004 
the group has made excellent progress during the
period to 31 december 2004 delivering outstanding
financial results and at the same time significantly
advancing the strategic development of your business 
i am particularly pleased to report that following the
acquisition of the alphameric retail division comprising
pennine retail systems holdings limited and its
subsidiaries the group is now the uk market leader 
for retail it systems
in addition we have established a strong management
team and are now extremely well positioned both to
achieve rapid growth and to aggressively pursue our
overall objective of maximising shareholder value by
establishing torex retail as the leading independent
solutions provider to the international retail it market
the reported results represent the trading of the group
for the eleven months since the company’s incorporation
on 4 february 2004 these show turnover of £679
million and operating profit before amortisation of
goodwill and exceptional items of £127 million
rob loosemore
chairman chairman’s statement  2004 report  accounts  torex retail plc 03
in order to provide a better understanding of our 
trading results we have prepared pro forma information 
a summary of which is set out below and a complete
statement of which is included in the financial review 
this shows the results for the group as if it had been
trading in its current form for a full twelve month period
with the exception that the torex retail kpos limited
formerly kpos computer systems limited “kpos”
and alphameric retail division businesses acquired
during 2004 are included from their dates of acquisition
pro forma twelve pro forma twelve
months ended months ended
31 december 2004 31 december 2003
unaudited unaudited
£’000 £’000
turnover 71760 67559
operating profit  12508 8064
profit on ordinary activities 
before taxation 7530 3873
earnings per share basic 27p 10p
earnings per share diluted 26p 10p
 full details of the basis of calculating the pro forma information are shown in 
the financial review operating profit is before charging exceptional items and
goodwill amortisation
i am delighted to report that pro forma operating profit
increased by 55 to £125m this excellent performance
is due mainly to very strong operating margins which
reflect the success of our business model to focus on
software and services revenues rather than on lower
margin hardware business combined with a very tight
control over costs it is a great credit to our business that
our operating margins are amongst the highest in our
industry and give evidence of the high operational
efficiency of the group 
pro forma basic eps increased by a very impressive
170 to 27 pence
operating cash inflow represented 128 of operating
profit reflecting strong working capital management 
net debt was only £194 million at 31 december
compared to £160 million at the interim stage
notwithstanding the additional £7 million loan taken 
on in the second half to fund the acquisition of the
alphameric retail division
management and staff 
during the period we have successfully established an
enviable team at plc board level and in depth throughout
the executive of the company headed by myself the 
plc executive of chris moore richard thompson 
mark pearman and nigel horn represent a first rate team
with a proven track record of effectively managing
profitable growth complemented by our nonexecutives
geoffrey forster and david hallett they make up the full
board which i am proud to lead the wider group
executive team is rich in talent dedicated and immensely
motivated to achieving our goals
i would like to pay tribute to all the staff of torex retail 
who have all contributed to this first set of excellent results
the group employed over 1100 people at 31 december
2004 and on behalf of the board i would like to thank
them all for their valuable and muchappreciated
contribution 04 torex retail plc  report  accounts 2004  chairman’s statement
strategy 
the group’s strategy is based around the continued
development of modern and innovative products 
which can be sold both to new customers and
throughout the group’s existing blue chip customer base 
our market leading lucas electronic point of sale
‘epos’ product provides the platform for a suite of
integrated store management solutions including loss
prevention labour scheduling time and attendance and
customer counting in addition the recent alphameric
retail division acquisition has enhanced our strong 
instore product offering with bestofbreed head office
and business intelligence solutions these act as good
entry points to new customers for our epos products 
as well as crossselling opportunities to our existing base
the group’s focus on the sale of our own intellectual
property rights ‘ipr’ software together with related
services continues to prove successful both in terms 
of improved operating margins and also in new contract
wins the group’s leading ipr product portfolio and
commitment to modern technologies is a key differentiator
in securing new business in the competitive retail systems
market the group is working with both the latest java
and microsoft net technologies and has nearly 300
people committed to product development activity 
this significant investment ensures that we remain at the
forefront of innovation in retail systems and so provide
our customers with real business benefits
the strength of our product portfolio means that there
are significant opportunities for us to develop our
business in new markets this is reinforced by the
international activities of many of our customers 
who are looking to implement common systems across
their multinational estates we are currently rolling out
systems to a number of customers on a global basis
such as mont blanc esprit and deichman and our
work on these projects has identified a number of very
exciting new market opportunities in 2005 we will focus
on increasing our penetration into the usa and south
east asia in particular 
the group’s strategy is based around the continued development of modern
and innovative products which can be sold both to new customers and
throughout the group’s existing blue chip customer base chairman’s statement  2004 report  accounts  torex retail plc 05
whilst we are confident of continued new business
successes the sales cycle for large scale retail systems 
can be lengthy therefore in addition to our drive for
organic growth we will continue to look for suitable
acquisitions to accelerate the overall growth of the 
group by expanding our customer base enhancing 
our product and service offering and entering new
geographic markets
current trading and outlook 
we are delighted with our results which represent
excellent progress during the period both in terms of
financial performance and strategic development we are
pleased to report that trading in the current period to
date has continued to exceed our expectations as the
integration of the alphameric retail division is well ahead
of schedule we will continue to integrate our activities in
the future as rapidly as possible therefore maximising
economies of scale whilst providing a well established
platform for continued growth both organically and by
acquisition the combination of innovation technology
customer base geographic coverage and market
leadership places us in a unique position to capitalise on
the immense opportunities arising from the improving
market conditions 
dividends 
it is the board’s intention to ensure that shareholders
benefit from the success of the group with a progressive
dividend policy whilst also balancing this with the
continuing investment needed to increase earnings
consequently the board recommends a final dividend 
of 058p per ordinary share making a total for the period
of 068p subject to approval by the shareholders 
the final dividend will be paid on 20 may 2005 to
shareholders on the register at the close of business 
on 22 april 2005
rob loosemore
chairman
30 march 2005
our principal business units are
currently located in the united
kingdom eire and northern
europe and also in malaysia 06 torex retail plc  report  accounts 2004
chief executive’s business review
chris moore
chief executive
our store management solutions business 
has made excellent progress during the
period
operations 
our store management solutions “sms” business has
made excellent progress during the period in both the uk
and germany we have continued to experience strong
new sales success for lucas the group’s market
leading javabased epos solution with a number of
significant contracts from major retailers including
breuninger tedi otto esprit sport scheck heinrich
heine and mont blanc
lucas launched at the end of 2000 has over 8000 
till installations across europe and north america 
this is a very impressive achievement for a new product
and not only demonstrates the strong market demand 
for this innovative solution but also provides an unrivalled
installed reference base for future sales in 2005 we will
roll out lucas in the uk for deichmann the international
shoe retailer
the uk business also achieved notable epos wins with
our visual software product following a successful pilot
of 30 stores the cooperative group pharmacy have
contracted to roll out the solution to their chain of 300
stores nationwide  chief executive’s business review  2004 report  accounts  torex retail plc 07
the renewal of a £7 million contract with wh smith
travel retail to provide full it outsourcing services was 
a key contract for the business the contract which runs
until 2007 represents a significant renewal for torex
retail and follows the successful provision of this service
to wh smith travel retail over the past four years this
win demonstrates our continued ability to retain high
profile blue chip business customers
operationally sms was involved in large rollouts for
matalan kaufland ipswich and norwich cooperative
society and toom a german diy business the matalan
rollout featured the first implementation in the world of a
new linuxbased ibm operating system for retailers 
and we are very proud to have received a prestigious
ibm solution provider excellence award for our work on
this account in north america lucas was successfully
rolled out into 45 montblanc stores and fully integrated
into the customer’s swiss head office sap system 
the second half of the year also included a number of
estatewide implementations for chip and pin solutions
the relatively slow takeup of chip and pin by retailers is
well documented but we expect a significant increase in
this business in the first half of 2005
budgens and torex retail are
committed to working closely to
provide streamlined products
and services for their many
mutual customers throughout
the uk
sms achieved notable success with big food group
implementing our staff scheduling software solution
across their estate of 950 booker and iceland stores
throughout the uk in addition the recently acquired
business intelligence operation part of the alphameric
retail division signed a sizeable three year contract 
with a leading us ladies fashion retailer to supply
smartdecision our leading edge merchandise planning
and decision support product this contract underlines
the significant potential for smartdecision in the us
market where given the huge demographic and climate
variations the requirement for range planning at store
level is great and can provide a very attractive return on
investment to retailers through increased shelf availability
and reduced markdowns
our petroleum and convenience “pc” business has
continued to grow during 2004 enjoying a record year
both for order intake for its iridium and prism epos
solution and for the number of installations which
increased by 25 to 842 this reinforced our position as
the leading supplier of systems to independent petroleum
retailers in the uk  08 torex retail plc  report  accounts 2004  chief executive’s business review
our goal is to create solutions that enable our customers to
choose the right product that gives them competitive advantage
in an increasingly challenging marketplace
product strategy 
we believe that technological innovation is critical to our
success as a leader in the retail it systems market it is
only through utilising modern technology that we can
provide retailers with scaleable systems that provide low
total cost of ownership and a quick demonstrable return
on investment to underpin our commitment to modern
technology and continued innovation we have 25 
of staff involved in product development or related
technical areas
lucas is our strategic epos solution it was designed
with the vision of meeting the requirements of international
retailers who want to exploit the benefits of running
common systems across their multinational estate 
to achieve this it is based on java technology 
this provides a tremendously scaleable system which 
is independent of the underlying hardware operating
systems and database lucas has no legacy code and
is designed to take full advantage of the processing
capabilities of modern hardware and databases 
in addition lucas has been designed using the
internationally accepted arts data model which greatly
speeds up the development of new functionality and the
adoption of the product in new markets
as a balance to our adoption of java as our principal
epos technology our head office systems have been
developed using the latest microsoft net technology
this not only uses both technologies to exploit their
respective strengths but also allows us from a marketing
and partner perspective to leverage relationships with 
all the major it companies throughout the world
major product development projects completed during
the period include the continued enhancement of lucas
together with the localisation work required to introduce
lucas to the uk and north american markets we are
now working on projects to integrate lucas seamlessly
with our newly acquired merchandise management
products in addition we have successfully developed a
self scanning terminal in an international apparel retailer to
allow customers to serve themselves and this product is
now being run on an extended pilot in the retailer’s stores chief executive’s business review  2004 report  accounts  torex retail plc 09
a new fully internetenabled version of our successful
lord loss prevention product has been released in 2004
we are undertaking a major expansion of the functionality
of our best of breed merchandise planning product
smartdecision with this project we are working very
closely with a major us fashion and apparel retailer to
ensure that the product exactly meets a retailers
requirements in pc we are implementing petroleum
functionality into lucas to provide a highly scaleable
and centrally managed epos solution to target the large
multinational petroleum retailers
we are proud of our strong and
growing customer base which
includes many major names
across the uk europe and 
the us 10 torex retail plc  report  accounts 2004  chief executive’s business review
sales and marketing 
2004 has seen a significant investment to refocus 
torex retail from a business model which prioritised
customer retention to one that in addition aggressively
seeks new business a key part of the strategy of the
newlyindependent torex retail is to shed its image as
“one of the best kept secrets in retail it” and substantially
raise the profile of the business as a supplier of a
comprehensive range of innovative and market leading
retail management solutions
as part of this process new corporate branding 
including a new website wwwtorexretailcom has been
introduced and all of our activities across europe now
trade under the torex retail brand in addition the group
has appointed a number of experienced sales executives
to drive new business particularly in the uk market 
the benefit of this investment is evidenced by the new
contract wins in 2004 and a strong sales pipeline for
2005 supplemented by an excellent prospects list
an integrated torex retail pos
solution on a texaco highway
station in belgium allows the
station manager control over
both forecourt and shop
chief executive’s business review continued chief executive’s business review  2004 report  accounts  torex retail plc 11
a further route to market is via partners and during 2004
much greater emphasis has been placed upon building
relationships with these third parties in particular 
torex retail has been appointed an ibm premier
business partner this is ibm’s highest category of
partner and there are only two other similar status
partners in the uk retail it market we are also in
discussion with a number of potential distributors 
and other third parties to help us introduce our leading
ipr software products into new geographic markets
we are confident that working more closely with 
partners going forward will help us win increased levels 
of business particularly amongst larger retailers and in
new markets
business development 
during the period we enhanced the sms business in 
the uk with two acquisitions 
in august we acquired kpos a long standing supplier of
it systems to the uk retail market with an outstanding
reputation for customer service the acquisition of kpos
creates significant cross selling opportunities to the
expanded customer base and increases our channel to
the uk market integration benefits have been realised in
2004 and new areas of synergy will be achieved during
the coming year
in november we acquired the alphameric retail division 
which established torex retail as the market leader in 
the uk for retail it systems going forward the increased
critical mass of our business provides us with much greater
leverage when negotiating contracts the enlarged
product portfolio including merchandise management
and business intelligence systems strengthens our
offering as a ‘one stop shop’ for retailers’ it solutions
the acquisition also provides the opportunity for strong
organic growth by crossselling the enhanced product
portfolio within the combined customer base this gives
customers the confidence that they are buying from 
the marker leader
the integration of the business is already well under way
and ahead of schedule the management team is now in
place and manning levels are currently being assessed in
other areas of the business annualised cost savings of
£33 million have been identified 
in september the remaining 302 of the german torex
retail solutions gmbh “torex gmbh” business was
acquired torex gmbh develops lucas which is the
basis of the product offering that the group is
successfully marketing and rolling out across europe 
and north america
following the period end the group acquired flexiline
forecourt services limited “flexiline” the acquisition
will be integrated into the pc business and will give us
the ability to provide a complete solution for all filling
station installation and maintenance services which we
believe will be particularly attractive to the major oil
companies and large supermarket groups
chris moore 
chief executive
30 march 2005
torex retail’s javabased store
management system lucas 
has been deployed in
approximately 500 checkout
systems at the german 
jewellery retailer christ 12 torex retail plc  report  accounts 2004
financial review
introduction 
the company was incorporated on 4 february 2004 as
lynxangel holdings public limited company and on 
16 february 2004 acquired the torex retail group of
companies from torex plc which was part of isoft group
plc on 17 february 2004 the company changed its name
to torex retail plc and on 2 march 2004 the company’s
ordinary shares were admitted to trading on aim
operating results 
the reported results represent the trading of the group
for the eleven months since the company’s incorporation
on 4 february 2004 these show turnover of £679
million and operating profit before amortisation of
goodwill and exceptional items of £127 million
however in order to provide a better understanding 
of our trading results we have produced pro forma 
information shown below this information shows the
results for the group as if it had been trading in its
current form for a full twelve month period comparative
pro forma information has also been provided for the 
12 month period to 31 december 2003
the pro forma information has been prepared 
on the following basis
• the pro forma results for the twelve months ended 
31 december 2004 comprise the actual results of the
group for the eleven month period and the actual
january 2004 operating loss of the original torex retail
group on the basis of current accounting policies
they have an assumed tax rate of 30 after allowing
for goodwill amortisation the same goodwill
amortisation charge as the eleven month period and
include the results of kpos and alphameric retail
division from their respective dates of acquisition
• the pro forma results for the year ended 31 december
2003 comprise the actual results for the period on 
the basis of current accounting policies the results
include the same plc board costs interest and 
goodwill amortisation charges as for the year ended 
31 december 2004 tax has been calculated on the
same basis as above
• the pro forma eps are based on the weighted 
average number of shares for the period ended 
31 december 2004
pro forma profit and loss account 
pro forma pro forma
12 months ended 12 months ended
31 december 2004 31 december 2003
£’000 £’000
turnover 71760 67559
cost of sales 23321 23812
gross profit 48439 43747
gross margin 675 648
overheads 35931 35683
operating profit 12508 8064
return on sales 174 119
interest 1253 1253
profit on ordinary activities before tax 11255 6811
exceptional items 787 – 
goodwill amortisation 2938 2938
profit on ordinary activities before tax 7530 3873
pro forma earnings per share 
basic 27p 10p
diluted 26p 10p
adjusted basic 50p 29p
 pre exceptional items and goodwill amortisation
richard thompson
group finance director financial review  2004 report  accounts  torex retail plc 13
the group has achieved improved gross margins in all
major areas of the business this has arisen primarily from
an increase in sales of higher margin software products
which have grown to 20 of total sales 2003 17
similarly there has been a reduction in lower margin
hardware sales from 38 in 2003 to 33 in 2004 
a tight control has been maintained on overheads
throughout the year and in addition the full effect of cost
saving exercises completed in 2003 has been recognised
in 2004 this is not fully visible in the above figures due
to the overhead costs of the acquired businesses 
the total overhead cost for 2004 excluding kpos 
and alphameric retail division is £328 million
pro forma operating profit before tax goodwill
amortisation and exceptional items was £125 million
2003 £81 million an increase of 55 driven by strong
growth in the sms business the former kpos and
alphameric retail division businesses contributed 
£12 million in the period
exceptional items and goodwill amortisation 
an exceptional charge of £787000 has been incurred 
in the period of this £545000 represents a charge
required under uitf abstract 17 to reflect the fair value
of share options vested in an employee share scheme
and £242000 relates to redundancy costs incurred as
acquired businesses were restructured
a £29 million charge for the amortisation of goodwill 
has been made during the period of which £02 million
related to goodwill generated on the acquisitions of
kpos and the alphameric retail division 
tax 
the overall tax charge on ordinary activities was 36
which is in excess of the standard rate this is principally
due to goodwill amortisation which is not allowed for 
uk tax purposes and higher overseas tax rates which
are partially offset by a tax credit on the £24 million
redemption premium on the loan notes issued as part 
of the consideration for the acquisition of the torex retail
group from isoft group plc 
earnings per share 
basic pro forma earnings per share were 27p up 170
on the prior period 2003 10 pence
balance sheet 
the balance sheet as at 31 december 2004 shows net
assets of £726 million including goodwill of £782
million after the current period’s charge for amortisation
goodwill is being written off over twenty years and arises
from the acquisitions detailed below
during the 11 months to december 2004 the group has
experienced strong cash inflows from operating activities
generating £115 million of cash 128 of operating
profit net debt at the period end was £194 million
which includes £06 million in relation to finance leases
acquisitions 
the acquisition of the torex retail group was completed
on 16 february 2004 for a total consideration of 
£629 million which comprised of £463 million in cash
£142 million in loan notes and £24 million in redemption
premium on the loan notes
other acquisitions made during the period
• kpos was acquired on 9 august 2004 for a
consideration of £87 million comprising £49 million 
in cash and £38 million in shares 
• on 6 september 2004 the remaining 302 stake in
torex gmbh was acquired making it a wholly owned
subsidiary of the group the consideration was fully
satisfied by new shares in the company with a value 
of £38 million and 
• the alphameric retail division was acquired from
alphameric plc on 29 november 2004 for an initial
consideration of £15 million a further £15 million may
be payable dependant upon the financial performance
of the acquired business during the period to 
31 december 2005 the initial consideration comprised 
£10 million in cash and £5 million in shares
on 19 january 2005 flexiline was acquired for a
consideration of £21 million which was satisfied by 
the payment of £105 million in cash and the balance 
in shares
richard thompson
group finance director
30 march 2005 14 torex retail plc  report  accounts 2004
corporate social responsibility
a comprehensive intranet site has been set up which 
in addition to providing copies of the basic documents
available to staff in connection with their employment
also has sections which keep everyone in touch with
news and opinion both corporate and personal
concerning the organisation a vital requirement for 
the intranet site is that it is kept fully up to date and
experience so far is that this is being achieved
everyone who was with the group at the time of 
flotation has been given a number of options under 
the company’s share option plans and these holdings 
will mature in the usual way
in november 2004 we commissioned mosaic business
dynamics an independent consultant to undertake a
survey of our employees about their views both positive
in our first year our emphasis has been
directed towards our most important asset –
our employees corporate social responsibility  2004 report  accounts  torex retail plc 15
and negative on their relationship with the group and
with their work colleagues there was an encouraging
60 response which is above the average for such
surveys and all views were incorporated into a report
which was published on the intranet in december 
as well as analysing the results of the survey the report
set out various areas which management would be
addressing in order to tackle the main issues raised
the intranet site also explains the various more regular
means by which we communicate with and obtain
feedback from our employees our commitment to
equality of treatment and nondiscrimination in any area
of employment is also emphasised as is our approach to
health and safety in particular we ensure that disabled
employees regardless of the nature of their disability or
the time of its onset are given fair and proper consideration
for training career development and promotion
as a recentlyformed and floated company and one
which has a significant and ongoing programme of
acquisition and consolidation we are understandably at
an early stage in formulating an overall corporate social
responsibility policy however we can comment generally
on other areas of csr as follows
we aim to treat our stakeholders in a responsible
manner we maintain regular contact with our major
shareholders to explain current developments in our
business and all shareholders are of course most
welcome to attend the agm our suppliers are another
key group and our relationship with them is one which
we are keen to develop hopefully to our mutual benefit
our policy in relation to all our suppliers is to settle 
the terms of payment when negotiating a particular
transaction and then assuming satisfactory performance
by the supplier to make payment accordingly the number
of days’ purchases creditor days outstanding for
payment by the group at 31 december 2004 was 38
in our particular business sector the ability to make
major improvements to our environmental impact and
indeed the risk of suffering a major environmental
disaster are limited nevertheless environmental
considerations form part of our ongoing risk assessment
policy and we are taking steps towards some modest
improvements in areas such as the disposal of used pcs
and toner cartridges and in energy and paper use
the degree of corporate acquisition and consolidation 
in the relatively short period of the organisation’s
independent existence has meant that at group level
we have yet to establish policies for charitable giving or
for meaningful involvement in the communities in which
we are located we have not made any political donations 16 torex retail plc  report  accounts 2004
board of directors
01  robert loosemore
executive chairman
age 39
following five years as the managing
director of a subsidiary of wace group plc
rob joined the board of torex plc in
1996 and was responsible for integrating
their early acquisitions in the health 
and retail software sectors in 1998 
he became business development
director since leaving in 2000 he has
been involved in property development
and business consulting
in early 2004 rob instigated the process
which ultimately led to the formation of
torex retail plc and its flotation on aim
02  christopher moore
chief executive
age 50
chris joined the board as nonexecutive
vicechairman in november 2004 and
took over as chief executive on 8 february
2005 from march 1996 until april 2004
he led the team at torex plc where he
built up the business into a european
market leader in healthcare information
systems and an established force within
retail it during his time there the group
grew dramatically both organically and by
acquisition with the market capitalisation
increasing from £10m to £350m
03  mark pearman
business development director
age 43
from 1998 to 2003 mark served on 
the board of torex plc in a number 
of positions including chief executive
finance director and business
development director
during this time he was heavily involved in
shaping the strategy of its retail business
which subsequently formed the basis for
torex retail plc previously he was finance
director of a division of tarmac plc 
he is also a nonexecutive director of
civica plc
04  nigel horn
director of legal services
and company secretary
age 50
a solicitor nigel spent 20 years 
in private practice before joining 
torex plc in january 1999 as
company secretary and legal
counsel as part of the management
team of that company he acquired a
depth of knowledge about what is now
the core business of torex retail plc
05  richard thompson
group finance director
age 43
from october 2001 until its
acquisition by vodafone in january
2004 richard a chartered
accountant was finance director 
of project telecommunications
limited previously he had spent
twelve years with courtaulds textiles
group in a number of senior roles
both in the uk and abroad
06  geoffrey forster
nonexecutive director
age 63
until his retirement in 2001 geoffrey
headed lloyds tsb bank plc’s
corporate division for oxfordshire
dealing with major companies both
within and beyond the county and
specialising in technology companies
he is chairman of premier research
group plc and a nonexecutive
director of two further companies 
he works with other companies in 
a consultancy role
07  david hallett
nonexecutive director
age 49
david is currently client services
director of sun microsystems inc
and was formerly group it director of
littlewoods retail group and before
that of argos plc he was previously
with dixons stores group
01 02 03
05 04 06 07 17 2004 report  accounts  torex retail plc
group information 
company secretary nigel horn
registered office telfer house range road witney oxfordshire ox29 0yn
registered number 5034556
officers and advisors
principal advisors 
nominated advisor evolution securities limited
 broker 100 wood street
london ec2v 7an
solicitors osborne clarke
one london wall
london ec2y 5eb
clark holt
hardwick house
prospect place
swindon sn1 3lj
auditors hurst morrison thomson llp
5 fairmile
henleyonthames
oxfordshire rg9 2jr
principal bankers lloyds tsb bank plc
140 wharfedale road
winnersh triangle
berkshire rg41 5rb
registrar capita registrars
the registry
34 beckenham road
beckenham
kent br3 4tu 18
report of the directors for the period ended 31 december 2004
the directors present their report and the audited
financial statements for the period ended 
31 december 2004
principal activities 
the group is a leading supplier of electronic point of sale
‘epos’ solutions services and productivity tools to high
street convenience and petroleum retailers both in the
uk and in europe
developments affecting the group during the period and
its prospects for the future are evaluated in the chairman’s
statement and in the chief executive’s business review
and the financial review on pages 2 to 13 
results and dividends 
the group profit for the period available to ordinary
shareholders after tax and minority interest amounted 
to £47 million
the directors recommend the payment of a final dividend
of 058p per ordinary share which together with the
interim dividend of 010p makes a total of 068p for 
the period
if approved the final dividend will be paid on 
20 may 2005 to ordinary shareholders on the register 
at the close of business on 22 april 2005
research and development 
the group is continuously developing its software
products to adapt to or anticipate trends in its market
sector this includes both evaluating and adopting
operating systems and other technologies and the
development of software around these systems to create
bespoke solutions for our customers
change of name 
the company was incorporated on 4 february 2004 
and changed its name from lynxangel holdings public
limited company to torex retail plc on 17 february 2004
directors 
the names of the current directors together with 
brief biographical details are shown on page 16
dr colin wall was appointed a nonexecutive director 
on 25 february 2004 and resigned from the board on 
26 april 2004 jürgen heck was appointed an executive
director on 24 march 2004 and resigned from the board
on 14 march 2005
all current directors were appointed during the
period as follows
robert loosemore – 4 february 2004
geoffrey forster – 4 february 2004
mark pearman – 1 may 2004
david hallett – 7 june 2004
richard thompson – 1 july 2004
christopher moore – 1 november 2004
nigel horn – 8 november 2004
in accordance with the articles of association each of
these current directors now resigns and being eligible
offers himself for reappointment
directors’ interests in the shares of the company are
disclosed in the remuneration report on page 24
acquisitions and disposals 
details of acquisitions during the period and of a 
post balance sheet event are contained in the 
financial review on page 13
there were no disposals
torex retail plc  report  accounts 2004 19
substantial interests in shares 
as at 30 march 2005 the company was aware of the
following substantial holdings in its issued ordinary share
capital
number of            of
shares total
r w loosemore 28124999 1542
schroder investment management limited 22543671 1227
fc asset management plc 20646575 1132
isis asset management plc 18592575 1019
mg investment management 11420250 615
artemis investment management 10575000 576
new star asset management ltd 10354500 568
jp morgan fleming asset management 9730000 533
jupiter asset management 7350000 403
morley fund management ltd 6500000 356
fpcp stewardship dup 6428366 352
newton investment management limited 6250000 343
j heck 5764250 316
corporate social responsibility 
certain statutory information on employment 
charitable and political donations creditor days
health and safety and environmental matters is contained
in a separate corporate social responsibility report on
pages 14 and 15
corporate governance 
the corporate governance statement is set out on pages
20 and 21
annual general meeting 
the annual general meeting of the company will be 
held on 28 april 2005 details of the resolutions to be
proposed together with appropriate explanations are set
out in the notice of annual general meeting attached
with this report there are five items of special business
i to increase the authorised capital of the company to
£4000000 this is to support the group’s progressive
acquisition policy where in appropriate cases
consideration for purchases will be satisfied by 
the issue of new shares 
ii to grant the directors authority for a period of five
years from the date of the agm to allot a maximum
of 61925768 relevant securities this represents one
third of the aggregate current issued ordinary share
capital
iii to permit the directors for a period of five years from
the date of the agm to allot up to 9288865 equity
securities wholly for cash other than on a preemptive
basis to current shareholders pro rata to their existing
holdings this represents 5 of the aggregate current
issued ordinary share capital
iv to amend the articles of association to increase the
aggregate annual amount payable as directors’ fees
this is to reflect the changes to the structure of the
board since the articles of association were first
approved by shareholders and
v to amend the rules of the torex retail plc
unapproved company share option plan 2004 to
permit grants of options to certain executives which
exceed in value one times’ relevant earnings this will
allow flexibility for the remuneration committee and
will avoid potential unfairness where an employee
joins the group shortly before the end of the
company’s financial year and is not in a position to
receive maximum option entitlement in that year
items i ii iv and v will be proposed as ordinary
resolutions and item iii will be proposed as a special
resolution they appear as items 12 to 16 inclusive in 
the notice
auditors 
hurst morrison thomson llp have indicated their
willingness to continue in office and a resolution for their
reappointment as auditors of the company will be
proposed at the forthcoming annual general meeting
by order of the board
n d horn
secretary
30 march 2005
report of the directors  2004 report  accounts  torex retail plc 20
corporate governance
whilst as a member of aim the company is not required
to comply fully with the principles and provisions of the
combined code nevertheless its intention is to comply
so far as is appropriate for a company of its size 
and nature
directors 
as the inaugural period of the company’s existence this
has inevitably been a time of consolidation which has
extended to the composition of the board 
at flotation the board comprised one executive and two
nonexecutive directors of the latter one dr colin wall
who had provided invaluable assistance during the
flotation period resigned in april to pursue his other
business interests and was replaced by david hallett
the executive side of the board was strengthened by 
the appointment of mark pearman who previously 
held a number of positions at torex plc including chief
executive and richard thompson who was recruited
externally for the position of group finance director 
using the help and advice of pricewaterhousecoopers
two further appointments were made in november 
in each case involving individuals who had previously
worked at torex plc following the changes announced
on 8 february 2005 and 15 march 2005 the board now
comprises five executive and two nonexecutive
directors notwithstanding that he received a small
payment for preflotation advice the board has
determined that geoffrey forster is independent 
as is his nonexecutive colleague david hallett 
the nomination committee will be taking due account of
nonexecutive director independence when considering
future appointments to the board
the board 
the board’s whole year timetable provides for a minimum
of six full board meetings spread across the whole
calendar year at least one of these meetings will include
a detailed  discussion of the strategic plan the directors
believe that these meetings make the board wellplaced
to remain fully uptodate on the group’s activities and to
exercise adequate control there is a clear distinction
between the role of the chairman in running the board
and that of the chief executive in running the business
the latter is obliged to comply with a practical schedule
which will be reviewed at least annually of matters
requiring board approval before implementation 
the agenda for each regular board meeting includes
substantial reports on all aspects of the group’s business
and ad hoc reports are circulated if decisions are
required between meetings
geoffrey forster has been designated as senior
independent director
all newly appointed directors are provided with an
induction programme which includes meetings both
internally and externally with those principally involved
with the business arrangements will be made for
ongoing director training
the company maintains appropriate directors’ and
officers’ insurance cover
all directors have access to the advice and services of
the company secretary and are able to take independent
professional advice at the company’s expense
relations with shareholders 
communication with shareholders is taken seriously and
the company maintains regular direct contact with its
major shareholders 
immediately following flotation a grant of share options
was made to all employees in the uk and germany
subsequently this benefit was extended to employees in
belgium it is hoped that in the fullness of time this will
result in a significant number of employees becoming full
shareholders in the company
the inaugural annual general meeting will be held at
blenheim palace all shareholders will of course be very
welcome since this will provide an excellent opportunity
to meet with the directors the venue will also be
convenient for many of our employees should they wish
to attend
the results of the votes on all resolutions put to the agm
will be published on the company’s website together
with details of proxy votes cast for each resolution
whether or not a poll is demanded
board committees 
the board has the following standing committees each
has its own terms of reference which are available on the
company website
audit committee 
members are geoffrey forster chairman and david
hallett appointed 7 june 2004 colin wall resigned from
the committee on 26 april 2004 the group finance
director and a representative of the external auditors
attend by invitation updated terms of reference were
adopted by the board during the period 
torex retail plc  report  accounts 2004 21
the audit committee review the assurance procedures
ensuring that an appropriate mix of techniques is used to
obtain the level of assurances required by the board the
audit committee chairman presents their findings to the
board on a six monthly basis or earlier as appropriate
the committee has discussed the independence of
external auditors and is satisfied that this is not
prejudiced when undertaking nonaudit work 
this will be kept under regular review
due to the size of the company it has not been thought
appropriate to establish an internal audit function 
this matter will be kept under review
remuneration committee 
the committee is comprised exclusively of nonexecutive
directors members are david hallett chairman
appointed 7 june 2004 and geoffrey forster 
colin wall resigned from the committee on 26 april
2004 the chairman and the chief executive also attend
the committee by invitation when appropriate during
the period committee members have no personal
interest other than as shareholders in the matters
decided by the committee
nomination committee 
members are robert loosemore chairman geoffrey
forster and david hallett 7 june  2004 all director
appointments are considered before formal approval by
the board and the committee aims to maintain a proper
balance between executive and nonexecutive directors
this includes a formal annual review of board structure
and succession planning
the chairman of each committee will be available at 
the agm to respond to questions about his particular
committee
the company secretary is secretary to each committee
internal controls 
the group has established processes and procedures
for identifying evaluating and managing the significant
risks faced by the group the processes have been
embedded into the fabric of the group and have been in
place for the period under review and up to the date of
approval of the annual report and financial statements 
the processes and procedures will be regularly reviewed
by the board
the board is ultimately responsible for the group’s
system of internal controls and for reviewing its
effectiveness the role of management is to implement
board policies on risk and control the system of internal
controls is designed to manage rather than eliminate the
risk of failure of the achievement of business objectives
in pursuing these objectives internal controls can only
provide reasonable and not absolute assurance against
material misstatement or loss
a process of control selfassessment and hierarchical
reporting has been established which provides for a
documented and auditable trail of accountability these
procedures are relevant across all group operations they
provide for successive assurances to be given at increasingly
higher levels of management and finally to the board
the processes used by the board to review the
effectiveness of the system of internal controls include
the following
• annual budgets are prepared for each operating
business and compared with monthly management
reporting which focuses on actual performance against
these budgets
• management reports and external audit reports on the
system of internal controls and any material control
weaknesses that are identified
• discussions with management including discussions on
the actions taken on problem areas identified by board
members or in the external audit reports
• policies and procedures for such matters as delegation
of authorities capital expenditure and treasury
management as well as regular updates
• review of the adequacy of the level of experienced and
professional staff throughout the business and the
expertise of individual staff members so that they are
capable of carrying out their individual delegated
responsibilities and
• review of the external audit work plans
the group’s management operates a risk management
process which identifies the key risks facing each
business the process is based on each business unit
producing a risk register which identifies the potential key
risks to the individual business unit the impact should
they occur and the action being taken to sufficiently
manage those risks 
going concern 
after making enquiries the directors have a reasonable
expectation that the group has adequate resources to
continue in operational existence for the foreseeable
future for this reason they continue to adopt the going
concern basis in preparing the financial statements
corporate governance  2004 report  accounts  torex retail plc 22 torex retail plc  report  accounts 2004
remuneration report period ended 31 december 2004
being a member of aim the company is not required to comply with the provisions of the directors’ remuneration
regulations 2002 nevertheless as part of the group’s commitment to best practice in corporate governance every
effort has been made to adhere to these provisions
executive directors date of contract notice period
robert loosemore 9 february 2004 12 months
mark pearman 26 april 2004 12 months
richard thompson 1 july 2004 12 months
nigel horn 8 november 2004 12 months
christopher moore 8 february 2005 12 months
nonexecutive directors date of letter of appointment period of appointment
geoffrey forster 25 february 2004 to agm 2007
david hallett 26 april 2004 to agm 2007
directors’ contracts 
directors’ service agreements 
all executive directors’ service contracts are subject to
12 months’ notice of termination from the company
nonexecutive directors are normally appointed for a
three year term which is extendible at the board’s
discretion all appointees are subject to regular 
reappointment by shareholders contracts are
terminable without notice in accordance with the 
articles of association
nonexecutive directors’ remuneration 
the remuneration for nonexecutive directors is set by
the full board on the recommendation of the executive
directors remuneration comprises an annual fee 
nonexecutive directors are not eligible to participate in
any of the company’s bonus or share option schemes
remuneration policy 
it is the company’s policy to provide for each of its
executive directors a remuneration package which is
adequate to attract retain and motivate individuals of the 
appropriate calibre whilst at the same time not paying
more than is necessary for this purpose
proposals for the most recent review were put to the
remuneration committee by the chairman having
consulted a number of independent advisors
executive directors’ remuneration 
the following comprised the principal elements of
executive directors’ remuneration for the period 
under review
• base salary
• benefits including pension contributions life
assurance company car allowance healthcare 
and permanent health insurance
• annual short term performance related bonus
• share options
the short term bonus is awarded annually by the
remuneration committee and relates to the achievement
of certain profit and cash targets set by that committee  remuneration report  2004 report  accounts  torex retail plc 23
share option plans 
the company operates two share option plans a uk
inland revenue approved plan and an unapproved plan
under which directors and other executives are eligible 
to participate at the discretion of the remuneration
committee options are granted at market value
determined immediately before the grant annual awards
do not normally exceed one times relevant earnings
the company also operates an approved and an
unapproved enterprise management incentive scheme
on 10 february 2004 a total of 1000000 and
1869898 options respectively were issued by these
schemes to two senior managers following flotation no
further options may be issued by either scheme
robert loosemore is precluded from participating in
either of the above option plans and the board is
considering alternative means of providing suitable
incentivisation comparable to that enjoyed by other
executive directors
as described in the admission document the company
expects to issue to senior management up to 8 of the
original issued share capital that is a total of 12059453
shares at an exercise price of 1p per share
performance graph 
as the company is quoted on the alternative investment
market the aim index provides an appropriate indication
of market movements against which to benchmark the
company’s performance the chart below shows the
company’s tsr performance against both the aim index
and also the ftse software and cpu services index
over the period
salary  fees benefits annual bonus other total pension
2004 2004 2004 2004 2004 2004
£’000 £’000 £’000 £’000 £’000 £’000
executive
robert loosemore 134 16 125 – 275 13
mark pearman
1  8
100 17 125 100 342 10
jürgen heck
2
92 9 29 – 130 4
richard thompson
3
63 6 25 – 94 5
nigel horn
4
12 2 25 – 39 1
christopher moore
5
25 3 63 – 91 2
sub total 426 53 392 100 971 35
nonexecutive
geoffrey forster 18 –– – 18 –
david hallett
6
12 –– – 12 –
colin wall
7
14 –– – 14 –
sub total 44 –– – 44 –
total 470 53 392 100 1015 35
benefits include provision of company car allowance healthcare and permanent health insurance all of which are taxable and life assurance benefits
which are not taxable pension contributions were made into defined contribution pension schemes
0
02
04
06
08
10
12
14
16
q1 2004
1 jan
q2 2004
31 mar
q3 2004
30 jun
q4 2004
30 sep 31 dec
torex
retail
aim ftse sc software  cpu services
the highest paid director was mark pearman
the auditors are required to report on the information contained in the following section of this report
directors’ emoluments 
salary bonus and benefits
the various elements of remuneration received by each director during the period were as follows
1 from 1 may 2004
2 from 24 march 2004 
3 from 1 july 2004
4 from 8 november 2004
5 from 1 november 2004
6 from 7 june 2004
7 from 25 february 2004 to 
26 april 2004
8 mark pearman received a
special bonus of £100000 on
taking up his appointment 24 torex retail plc  report  accounts 2004  remuneration report
share options
the following figures relate to participation in the torex retail plc approved company share option plan 2004 
and the torex retail plc unapproved company share option plan 2004 the middle market value of the company’s
ordinary shares on 31 december 2004 was 7575p and the range during the period was 5200p to 8050p
no of options
market price date
at 040204 granted exercised at 311204 exercise on date from
or  date of during during the or date of price exercised which expiry
appointment the period period resignation p p exercisable date
jürgen heck – 76000 – 76000 40 – 240307 240314
75000 75000
nigel horn – 43795 – 43795 685 – 151107 151114
56205 56205
robert loosemore – – – – ––– –
christopher moore – – – – ––– –
mark pearman – – – – ––– –
richard thompson – 51282 – 51282 585 – 010707 010714
198718 198718
 1000 of these options are held by mrs m vredaheck
remuneration report continued
at 4 february 2004 at 31 december 2004
ordinary shares non non
beneficial beneficial beneficial beneficial
geoffrey forster 1 – 20000 –
david hallett ––––
jürgen heck –– 5764250 –
nigel horn –– 35000 –
robert loosemore 28124999 – 28124999 –
mark pearman –– 100000 –
christopher moore –– 3868000 –
richard thompson ––––
directors’ interests in shares
at date of appointment
for the period from 4 february until 2 september 2004 at which point it was sold to the group jürgen heck and his
wife held a beneficial interest in 302 of the shares of torex gmbh subject to that during the period none of the
directors had an interest in the share capital of any of the company’s subsidiaries jürgen heck resigned from the
board on 14 march 2005
david hallett purchased 10000 ordinary shares on 21 february 2005 and richard thompson purchased 26350
ordinary shares on 3 march 2005 save for that there have been no changes in the above holdings between 
31 december 2004 and 30 march 2005 
pension benefits
directors’ pension contributions are paid into private money purchase schemes on an individual basis remuneration report  2004 report  accounts  torex retail plc 25
options under the company’s schemes can normally be
exercised only on the achievement of an objective
performance condition set by the remuneration
committee and linked to the underlying performance of
the company the performance condition currently
applying is real growth in earnings per share excluding
goodwill amortisation and exceptional items of at least
3 per annum over three consecutive years
by order of the board 
geoffrey forster
chairman of the remuneration committee
30 march 2005 26 torex retail plc  report  accounts 2004
statement of directors’ responsibilities
company law in the united kingdom requires the
directors to prepare financial statements for each
financial period which give a true and fair view of the
state of affairs of the company and of the group and 
of the profit or loss of the group for that period in
preparing those financial statements the directors are
required to
• select suitable accounting policies and then apply
them consistently
• make judgements and estimates that are reasonable
and prudent
• state whether applicable accounting standards have
been followed subject to any material departures
disclosed and explained in the financial statements
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
group will continue in business
the directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the group
and enable them to ensure that the financial statements
comply with the companies act 1985 the directors are
also responsible for safeguarding the assets of the group
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities
the directors are responsible for the maintenance and
integrity of the companys website financial information
published on the website is based on legislation in the
united kingdom governing the dissemination of financial
statements that may differ from legislation in other
jurisdictions report of the independent auditors to the 
members of torex retail plc
2004 report  accounts  torex retail plc 27
we have audited the financial statements of torex retail
plc for the period ended 31 december 2004 which
comprise the consolidated profit and loss account the
consolidated statement of total recognised gains and
losses the consolidated balance sheet the company
balance sheet the consolidated cash flow statement
and the related notes these financial statements have
been prepared under the historical cost convention and
on the basis of the accounting policies set out therein
this report is made solely to the companys
shareholders as a body in accordance with section 235
of the companies act 1985 our audit work has been
undertaken so that we might state to the companys
shareholders those matters we are required to state to
them in an auditors report and for no other purpose 
to the fullest extent permitted by law we do not accept
or assume responsibility to anyone other than the
company and the companys shareholders as a body
for our audit work for this report or for the opinions we
have formed
respective responsibilities of directors 
and auditors 
as described in the statement of directors
responsibilities the companys directors are responsible
for the preparation of the financial statements in
accordance with applicable law and united kingdom
accounting standards
our responsibility is to audit the financial statements in
accordance with relevant legal and regulatory
requirements and united kingdom auditing standards
we report to you our opinion as to whether the financial
statements give a true and fair view and are properly
prepared in accordance with the companies act 1985
we also report to you if in our opinion the report of the
directors 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 with
the company is not disclosed
we read other information contained in the report and
accounts and consider whether it is consistent with the
audited financial statements this other information
comprises only the report of the directors the
chairman’s statement the chief executive’s business
review the financial review and the corporate
governance statement we consider the implications for
our report if we become aware of any apparent
misstatements or material inconsistencies with the
financial statements our responsibilities do not extend to
any other information
basis of audit opinion 
we conducted our audit in accordance with united
kingdom 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 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 companys circumstances
consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all
the information and explanations which we considered
necessary in order to provide us with sufficient evidence
to give reasonable assurance that the financial
statements are free from material misstatement whether
caused by fraud or other irregularity or error in forming
our opinion we also evaluated the overall adequacy of
the presentation of information in the financial
statements
opinion 
in our opinion the financial statements give a true and fair
view of the state of the group’s and the companys
affairs as at 31 december 2004 and of the group’s profit
for the period then ended and have been properly
prepared in accordance with the companies act 1985
hurst morrison thomson llp
chartered accountants
 registered auditors 5 fairmile
henleyonthames
oxfordshire
30 march 2005 rg9 2jr 28 torex retail plc  report  accounts 2004
consolidated profit and loss account
for the period ended 31 december 2004
11 months
ended
31 december 2004
note £’000
turnover
continuing operations 2 67935
cost of sales 22022
gross profit 45913
administrative expenses 33224
operating profit before goodwill amortisation and exceptional items
continuing operations 2 12689
exceptional items 7 787
goodwill amortisation 12 2938
operating profit
continuing operations 2 8964
net interest payable 3 1253
profit on ordinary activities before taxation 4 7711
taxation on ordinary activities 9 2813
profit on ordinary activities after taxation 4898
minority interest 226
profit for the financial period 4672
dividends 10 1226
retained profit 23 3446
underlying earnings per 1p ordinary share 11 53p
basic earnings per 1p ordinary share 11 30p
fully diluted earnings per 1p ordinary share 11 29p
the accompanying notes are an integral part of the consolidated profit and loss account
all the above results arise from acquisitions made during the period
stated before goodwill amortisation and exceptional items consolidated statement of total recognised gains
and losses for the period ended 31 december 2004
reconciliation of movements in shareholders’ funds
for the period ended 31 december 2004
2004 report  accounts  torex retail plc 29
11 months
ended
31 december
2004
£’000
retained profit 3446
exchange difference on retranslation of net assets of subsidiary undertakings 216
total recognised gains for the period 3662
11 months
ended
31 december
2004
£’000
shareholders’ funds at 4 february 2004 –
profit for the financial period 4672
dividends 1226
exchange difference 216
issue of ordinary shares net of expenses 63371
increase in shares to be issued 5055
increase in other reserve 545
movement in shareholders funds 72633
shareholders’ funds at 31 december 2004 72633 30 torex retail plc  report  accounts 2004
balance sheets as at 31 december 2004
group company
31 december 31 december
2004 2004
note £’000 £’000
fixed assets
intangible assets 12 78218 –
tangible assets 13 2944 –
investments 14 – 94906
81162 94906
current assets
stocks 16 8728 –
debtors 17 31785 4962
cash at bank and in hand 9235 3599
49748 8561
creditors amounts falling due within one year 18 33593 9265
net current assetsliabilities 16155 704
total assets less current liabilities 97317 94202
creditors amounts falling due after more than one year 18 24684 24400
net assets 72633 69802
capital and reserves
called up share capital 22 1785 1785
shares to be issued 24 5055 5055
share premium account 23 61586 61586
other reserve 23 545 545
profit and loss account 23 3662 831
shareholders’ funds – equity 72633 69802
the financial statements were approved by the board on 30 march 2005 and signed on its behalf by
richard thompson
director
the accompanying notes are an integral part of these balance sheets 2004 report  accounts  torex retail plc 31
consolidated cash flow statement
for the period ended 31 december 2004
11 months
ended
31 december 2004
note £’000
net cash inflow from operating activities 28 11475
return on investments and servicing of finance
interest paid 1141
interest paid on finance leases 38
interest received 91
net cash outflow from returns on investments and servicing of finance 1088
taxation outflow 1281
payments to acquire tangible fixed assets 477
capital expenditure 477
acquisitions of businesses
purchase of subsidiary undertakings 80403
net cash acquired with subsidiary undertakings 4374
deferred consideration payments 724
net cash outflow from acquisitions of businesses 76753
equity dividends paid 167
net cash outflow before financing 68291
financing
issue of ordinary share capital 52553
expenses of share issues 2890
loan advances 30100 
loan repayments 2100
capital element of finance lease payments 267
net cash inflow from financing 77396
increase in cash 9105
the accompanying notes are an integral part of the consolidated cash flow statement
reconciliation of net cash flow to movement 
in net debt for the period ended 31 december 2004
11 months
ended
31 december 2004
note £’000
increase in cash in the period 9105
cash inflow from increase in debt 27733
change in net debt resulting from cash flow 18628
debt acquired with acquisitions 615
new finance leases incepted in the period 243
exchange movement 130
movement in net debt in the period 19356
net debt at 4 february 2004 27 –
net debt at 31 december 2004 27 19356 32 torex retail plc  report  accounts 2004
notes to the financial statements
1 accounting policies
basis of preparation
the accounts have been prepared under the historical cost convention and in accordance with applicable accounting
standards
basis of consolidation
the group financial statements consolidate those of the company and of its subsidiaries up to 31 december 2004
the results of subsidiaries acquired during the period are included from the effective date of acquisition profits and
losses on intragroup transactions are eliminated in full on acquisition of a subsidiary all the subsidiary’s assets and
liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition at that date
no profit and loss account is presented for the company as permitted by section 230 of the companies act 1985
goodwill
goodwill arising from the acquisition of subsidiary undertakings representing the difference between the purchase
consideration and fair value of net assets acquired has been capitalised and is amortised on a straight line basis over
its estimated useful economic life as shown in note 12 goodwill is subject to annual impairment reviews
turnover and longterm contracts 
turnover represents the amounts derived from the sale of software product licences the implementation installation
maintenance and support services and the supplies of third party hardware and software all revenue is reported
excluding value added tax 
• income from maintenance contracts is recognised on a straight line basis over the life of the contract payments
received in advance are recorded in the balance sheet as deferred income
• implementation and installation revenues are recognised as and when delivery takes place
• hardware and software licence revenues are recognised on customer acceptance when there are no significant
vendor obligations remaining and the collection of the resulting receivable is considered probable
in the case of longer term service arrangements these are accounted for as long term contracts the attributable
profit on longterm contracts is recognised once their outcome can be assessed with reasonable certainty amounts
recoverable on such contracts are included within prepayments and accrued income after provision has been made
for any foreseeable losses and the deduction of applicable payments on account full provision is made for losses
on all contracts in the year in which the loss is first foreseen
tangible fixed assets and depreciation
depreciation is provided on all tangible fixed assets at rates calculated to write the cost of each asset down to
estimated residual values evenly over its expected useful life as follows
leasehold improvements – lease term
plant and equipment – 3 to 10 years notes to the financial statements  2004 report  accounts  torex retail plc 33
investments
investments held as fixed assets are stated at cost less provision for any permanent diminution in value
software development
software development costs are charged against profits in the period in which they are incurred
stocks 
stocks are stated at the lower of cost and net realisable value cost includes all costs incurred in bringing each
product to its present location and condition
deferred taxation
deferred tax is recognised on all timing differences where the transactions or events that give the group an obligation
to pay more tax in the future or a right to pay less tax in the future have occurred by the balance sheet date deferred
tax assets are recognised when it is more likely than not that there will be suitable taxable profits from which future
reversals of the underlying timing differences can be deducted deferred tax is measured on an undiscounted basis
at the rates that are expected to apply in the periods when the timing differences are expected to reverse based on
rates of tax that have been enacted or substantively enacted by the balance sheet date
lease and hire purchase commitments
assets held under finance leases and hire purchase contracts are capitalised at cost upon inception and depreciated
over their expected useful lives 
the interest elements of the rental obligations are charged in the profit and loss account over the periods of the
finance leases and hire purchase contracts and represent a constant proportion of the balance of capital repayments
outstanding outstanding future lease obligations are shown in creditors 
rental costs under operating leases are charged against profits as incurred
pension costs
retirement benefits to employees are provided by a number of defined contribution schemes payments are made
to pension trusts which are financially separate from the group these payments are charged against profits as
incurred
foreign currencies
transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction monetary
assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date
the profit and loss accounts and cash flows of overseas subsidiaries are translated into sterling at the average rates
of exchange for the period the adjustment to closing rates for the period is taken to reserves the exchange
differences arising from the retranslation at closing rate of the opening balance sheets of overseas subsidiaries are
taken to reserves
all other exchange differences are taken to the profit and loss account 34 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
deferred consideration
the terms of an acquisition may provide that the value of the purchase consideration which may be payable in cash
shares or other securities at a future date depends on uncertain future events such as the future performance of the
acquired company the amounts recognised in the financial statements are the fair value of the consideration that is
reasonably expected to be paid at the balance sheet date
financial instruments
the group uses derivative financial instruments primarily to manage exposure to interest rate fluctuations
discounts and premiums are charged or credited to the profit and loss account over the life of the asset to which
they relate
it is the groups policy that no trading in financial instruments shall be undertaken
2 analysis of turnover profit and net assets
i turnover by geographical market
11 months
ended
31 december
2004
£’000
united kingdom 48409
rest of europe 19017
rest of world 509
total 67935
substantially all of the turnover and operating profits are generated from the groups principal activity being the
design supply and support of retail it systems
ii geographical operations
11 months
united rest of ended
kingdom europe 31 december
2004 2004 2004
£’000 £’000 £’000
turnover 48992 18943 67935
operating profit before goodwill amortisation and
exceptional items 8158 4531 12689
goodwill amortisation 2938 – 2938
exceptional items note 7 770 17 787
operating profit 4450 4514 8964
net assets 63669 8964 72633 notes to the financial statements  2004 report  accounts  torex retail plc 35
3 net interest
11 months
ended
31 december
2004
£’000
bank loans 1223
other interest payable 121
1344
interest receivable 91 
1253
4 profit on ordinary activities before taxation
11 months
ended
31 december
2004
£’000
the profit on ordinary activities before taxation is after charging
software development expenditure 10867
depreciation and amortisation
goodwill 2938
tangible assets owned 699
tangible assets held under finance lease and hire purchase contracts 33
auditors’ remuneration
audit services 90
further assurance services 10
tax services 64
operating lease rentals
land and buildings 1329
motor vehicles 924
other 15
loss on sale of tangible fixed assets 21
included in the auditors’ remuneration are fees and expenses of £20000 in respect of the company
in addition £512000 was paid to hurst morrison thomson llp in respect of fees relating to the acquisitions made
during the period which have been capitalised as part of the cost of acquisitions and a further £125000 which has
been included in the share premium account in respect of share issues 36 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
5 staff costs
11 months
ended
31 december
2004
£’000
wages and salaries 20211
social security costs 2515
other pension costs 680
23406
exceptional redundancy costs note 7 242
total staff costs 23648
the average number of employees including executive directors employed by the group during the period was
2004
number
office and management 138
technical 759
sales and marketing 103
1000
6 directors’ emoluments 
details of remuneration pension contributions and share options for each director are included in the directors
remuneration report
7 exceptional items
11 months
ended
31 december
2004
£’000
restructuring costs 242
charge in respect of employee share schemes 545
787
restructuring costs comprise redundancy costs from rationalising and reorganising the companies acquired during
the period
the charge in respect of employee share schemes reflects the fair value of share options vested in an employee
share scheme as required under uitf abstract 17 notes to the financial statements  2004 report  accounts  torex retail plc 37
8 profit attributable to members of the parent company
in accordance with the exemption allowed by section 230 of the companies act 1985 the company has not
presented its own profit and loss account 
the profit before dividends in the financial statements of the company for the period was £2057000 
9 tax on profit on ordinary activities 
11 months
ended
31 december
2004
analysis of tax charge in the period £’000
united kingdom corporation tax 2503
overseas taxation 1665
current taxation 4168
deferred taxation current period credit 1355
tax on profit on ordinary activities 2813
11 months
ended
31 december
2004
£’000
profit on ordinary activities before tax 7711
theoretical tax at uk corporation tax rate of 30 2313
effects of
expenses not deductible for tax purposes 251
goodwill 881
timing differences 210
overseas tax rates in excess of uk tax rate 254
relief on loan redemption premium 720
unutilised tax losses carried forward 1057
other items 78
current taxation charge for the period 4168 38 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
10 dividends
11 months
ended
31 december
2004
£’000
equity – ordinary shares of 1p each
interim paid 010p per ordinary share 167
final proposed 058p per ordinary share 1059
1226
11 earnings per share 
basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of shares in issue for diluted earnings per share the weighted average number of
ordinary shares in issue is adjusted for the potential ordinary share dilution from share options and shares to be
issued reconciliations of the earnings and weighted average number of shares are set out below
2004 weighted
average number per share
earnings of shares amount
£000 000 p
basic earnings per share
earnings attributable to ordinary shares 4672 156581 298
dilutive effect of securities
options – 3917 007
shares to be issued – 2713 005
diluted earnings per share 4672 163211 286
underlying earnings per share
basic earnings per share 4672 156581 298
goodwill amortisation 2938 – 188
exceptional items 787 – 050
tax on exceptional items 73 – 004
underlying earnings per share 8324 156581 532
underlying earnings per share excludes the effect of goodwill amortisation and exceptional items this is provided
because the directors consider it gives a better indication of underlying performance than basic earnings per share
the company has deferred consideration associated with the acquisition of torex retail nv formerly micrelec nv
and the alphameric retail division which is payable either in shares or cash solely at the discretion of the
company in calculating diluted earnings per share it has been assumed that the deferred consideration will be
payable by way of shares and the market price of the ordinary shares at the period end has been used to estimate
the number of shares that are to be issued only the conditions associated with the torex retail nv deferred
consideration have been met and therefore the dilutive effect of the alphameric retail division acquisition has not
been included in the above table
any potential dilution from the possible future issue of shares described in the admission document and outlined
on page 23 has not been included in the above figures notes to the financial statements  2004 report  accounts  torex retail plc 39
12 intangible fixed assets
goodwill
group £’000
cost
at 4 february 2004 –
additions acquisitions 81156
at 31 december 2004 81156
amortisation
at 4 february 2004 –
charge for the period 2938
at 31 december 2004 2938
net book amount at 31 december 2004 78218
net book amount at 4 february 2004 –
goodwill arose on the purchase of subsidiary undertakings during the period details of the goodwill arising on
each acquisition are shown in note 15 to these financial statements in accordance with the requirements of 
frs 10 goodwill arising on each of the acquisitions during the period has been capitalised on the group’s balance
sheet and is being amortised over 20 years this is the period over which the directors estimate that the value of
the underlying business acquired will continue to exceed the value of the underlying assets the investment in each
company or business is included in the balance sheet at its fair value at the date of acquisition these fair values
are preliminary and will be further reviewed in 2005
company
the company has no intangible fixed assets
13 tangible fixed assets
leasehold motor other
improvements vehicles assets total
group £’000 £’000 £’000 £’000
cost
at 4 february 2004 ––––
acquisitions of subsidiary undertakings 1802 992 11392 14186
additions – 50 427 477
disposals 88 273 2693 3054
at 31 december 2004 1714 769 9126 11609
depreciation
at 4 february 2004 ––––
acquisitions of subsidiary undertakings 759 845 9362 10966
provided in the period 57 71 604 732
disposals 88 265 2680 3033
at 31 december 2004 728 651 7286 8665
net book amount at 31 december 2004 986 118 1840 2944
net book amount at 4 february 2004 ––––
the net book amount of fixed assets includes £13000 in respect of plant and equipment held under finance leases
and hire purchase contracts 
company
the company has no tangible fixed assets 40 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
14 investments 
the company investments comprises
shares in 
group 
undertakings
cost £’000
at 4 february 2004 –
acquisitions 94906
at 31 december 2004 94906
details of the principal investments in which the group or the company holds 20 or more of the nominal value of
any class of share capital are as follows
 of issued
country of shares held and
name of company principal activity incorporation voting rights
torex retail am limited computer services great britain 100
formerly alphameric retail limited
arciris limited computer services great britain 100
channel connect limited computer services great britain 100
compass software uk limited computer services great britain 100
torex retail solutions gmbh computer services germany 100
formerly logware informationssysteme gmbh
mercury petroleum systems limited computer services great britain 100
micrelec bv computer services holland 100
torex retail nv formerly micrelec nv computer services belgium 100
pos systems limited computer services ireland 100
retail systems support limited computer services great britain 100
torex retail kpos limited computer services great britain 100
formerly kpos computer systems limited
kpos systems sdn bhd computer services malaysia 100
torex retail solutions limited computer services great britain 100
formerly torex retail limited
 directly held
a full list of the subsidiary undertakings will be annexed to the companys next annual return filed with the registrar
of companies 41 notes to the financial statements  2004 report  accounts  torex retail plc
15 acquisitions 
fair value adjustments have been made to the book value of the assets and liabilities in acquired companies 
to adjust where applicable the carrying value of certain assets and liabilities the fair values in i to iv below 
are preliminary and will be further reviewed based on additional information available at 30 june 2005 and 
31 december 2005
i torex retail group
on 16 february 2004 the company completed the acquisition of the torex retail group the assets and liabilities
of the torex retail group acquired were as follows
provisional
book value revaluations fair value
£’000 £’000 £’000
tangible fixed assets a 1657 156 1501
stocks b 7164 1450 5714
debtors c 17885 2975 14910
taxation d 975 3116 2141
cash 569 – 569
deferred consideration e 5300 1400 3900
trade and other creditors f 12060 3128 15188
302 torex gmbh minority interest 130 79 51
net assets acquired 9070 3272 5798
goodwill 58623
consideration 64421
satisfied by
cash 46333
loan notes 14200
loan notes redemption premium 2414
acquisition costs 1474
64421
goodwill of £586 million arising on this transaction has been capitalised and is being amortised over 20 years
which is based on the directors’ estimate of useful economic life
the material fair value adjustments to the net assets of the torex retail group were determined as follows
a writeoff of unidentified tangible fixed assets included in the balance sheets of the companies acquired
b stocks have been written down to their estimated fair values
c writedown of debtors primarily relates to the application of the group’s revenue recognition policy
d tax asset arising at acquisition and as a result of fair value adjustments
e reassessment of the amounts payable in respect of acquired deferred consideration primarily in respect of
figure retail systems limited based on the most recent data available
f creditor and accrual balances have been adjusted primarily for accrued costs in relation to onerous contracts
and other liabilities on a fair value basis at the acquisition balance sheet date  42 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
information on torex retail group preacquisition results
the last financial statements of torex retail group companies were prepared for the year to 31 december 2003
the summarised profit and loss account for the torex retail group for the period from 1 january 2004 to 
31 january 2004 the period prior to the effective date of acquisition and for the preceding year are as follows
year ended
1 to 31 january 31 december 
2004 2003
£’000 £’000
turnover 3825 59676
net operating costs 4006 52507
operating lossprofit before exceptional items 181 7169
operating exceptional credit 30828 –
operating profit 30647 7169
net interest payable 10 108
profit on ordinary activities before taxation 30637 7061
taxation on ordinary activities 678 2666
minority interest 24 322
profit on ordinary activities after taxation and minority interest 31339 4073
operating exceptional credits relate primarily to intercompany balances which were writtenoff prior to torex retail
groups acquisition by torex retail plc
ii kpos
on 9 august 2004 the group acquired kpos the assets and liabilities of kpos acquired were as follows
provisional
book value revaluations fair value
£’000 £’000 £’000
tangible fixed assets 181 – 181
stocks 335 – 335
debtors 1750 117 1633
taxation 169 40 129
cash 2086 – 2086
trade and other creditors 2486 17 2503
net assets acquired 1697 94 1603
goodwill 7286
consideration 8889
satisfied by
cash 4961
shares issued 3750
acquisition costs 178
8889
goodwill of £73 million arising on this transaction has been capitalised and is being amortised over 20 years 
which is based on the directors’ estimate of useful economic life 43 notes to the financial statements  2004 report  accounts  torex retail plc
information on kpos preacquisition results
the last financial statements of kpos companies were prepared for the year to 31 march 2004 the summarised
profit and loss account for the kpos companies for the period from 1 april 2004 to 31 july 2004 the period prior to
the effective date of acquisition and for the preceding year are as follows
1 april 2004 year ended
to 31 july 2004 31 march 2004
£’000 £’000
turnover 3180 9512
net operating costs 3131 8794
operating profit 49 718
net interest receivable 22 39
profit on ordinary activities before taxation 71 757
taxation on ordinary activities 13 174
profit on ordinary activities after taxation 58 583
iii further investment in torex gmbh
on 6 september 2004 the remaining 302 of torex gmbh was acquired accordingly the additional goodwill
generated by the increase in stake is a follows
provisional
book value revaluations fair value
£’000 £’000 £’000
tangible fixed assets 355 – 355
stocks 1651 – 1651
debtors 2416 – 2416
cash 255 – 255
trade and other creditors 4098 – 4098
total net assets at acquisition 579 – 579
302 of net assets acquired 175
goodwill 3655
consideration 3830
satisfied by
shares issued 3816
acquisition costs 14
3830
the £37 million of goodwill arising on this transaction has been capitalised and is being amortised over 20 years
which is based on the directors’ estimate of the useful economic life 44 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
iv alphameric retail division
on 29 november 2004 the company acquired the alphameric retail division the assets and liabilities of the
alphameric retail division acquired are as follows
provisional
book value revaluations fair value
£’000 £’000 £’000
tangible fixed assets a 2138 600 1538
stocks b 3839 2282 1557
debtors c 11188 2818 8370
taxation d – 1527 1527
cash 1719 – 1719
trade and other creditors 7415 – 7415
net assets acquired 11469 4173 7296
goodwill 11592
consideration 18888
satisfied by
cash 10000
shares issued 5000
deferred consideration note 24 3000
acquisition costs 888
18888
based on the preliminary fair value review £116 million of goodwill arises on this transaction the goodwill has been
capitalised and is being amortised over 20 years which is based on the directors’ estimate of the useful economic life
the material fair value adjustments to the net assets of the alphameric retail division were determined as follows
a writeoff of assets which would not have been capitalised under the group’s capitalisation policies and
unidentified tangible fixed assets included in the balance sheet of the companies acquired
b writedown of stocks to their estimated recoverable amount
c trade debtors have been written down by £2404000 to their recoverable value other debtors of £414000
have been written back to the profit and loss account as they would not have been capitalised under the
group’s accounting policies
d tax asset arising at acquisition and as a result of fair value adjustments 45 notes to the financial statements  2004 report  accounts  torex retail plc
information on alphameric retail division preacquisition results
the last financial statements of the alphameric retail division companies were prepared for the year to 
30 november 2004 the summarised profit and loss account for the alphameric retail division for this period 
was as follows
year ended
30 november
2004
£’000
turnover 29065
net operating costs 32655
operating loss before operating exceptional credits 3590
operating exceptional credits 30079
operating profit 26489
exceptional costs 1171
profit before interest 25318
net interest payable 61
profit on ordinary activities before taxation 25257
taxation on ordinary activities 158
profit on ordinary activities after taxation 25415
operating exceptional credits relate to intercompany creditors which were writtenoff prior to alphameric retail
division’s acquisition by torex retail plc
16 stocks
group company
2004 2004
£’000 £’000
raw materials and consumables 2021 –
finished goods and goods for resale 6707 –
8728 –
17 debtors
group company
2004 2004
amounts falling due within one year £’000 £’000
trade debtors 19611 –
prepayments and other debtors 8897 1294
amounts owed by subsidiary undertakings – 3105
deferred tax 3277 563
31785 4962
details of the deferred tax asset are set out in note 21 46 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
18 creditors 
group company
2004 2004
amounts falling due within one year £’000 £’000
trade creditors 10183 813
bank loans note 19 3600 3600
finance leases note 19 307 –
deferred income 7995 –
dividend 1058 1058
amounts owed to subsidiary undertakings – 3085
corporation tax 980 –
other taxes and social security 3458 81
other creditors and accruals 6012 628
33593 9265
group company
2004 2004
amounts falling due after more than one year £’000 £’000
bank loans note 19 24400 24400
finance leases note 19 284 –
24684 24400
included within creditors in the group is £162000 and in the company is £30000 relating to employer pension
contributions
19 bank and other borrowings
group company
2004 2004
£’000 £’000
due within one year
bank loans 3600 3600
finance leases 307 –
3907 3600
due after more than one year
bank loans 24400 24400
finance leases 284 –
24684 24400
total 28591 28000
the bank loans are secured by the assets of the group and are denominated in sterling for details of the group’s
banking facilities and interest rate exposure see note 20
certain obligations under finance leases are secured by related assets 47 notes to the financial statements  2004 report  accounts  torex retail plc
20 derivatives and other financial instruments
the group purchases financial instruments in order to finance its operations and to manage the interest rate and
currency risks that arise from those operations and from its sources of finance in addition various balances for
example trade debtors trade creditors accruals and prepayments arise directly from the group’s operations
shortterm debtors and creditors have been excluded from all the following disclosures other than currency risk
disclosures
the main risks arising from the group’s financial instruments are interest rate foreign currency and liquidity risks 
the board reviews and agrees policies for managing these risks and they are summarised below
interest rate risk
the group finances its operations through a mixture of retained profits and borrowings there is also a small
amount of finance lease commitment
the group seeks to minimise net interest payments by amalgamating group cash balances to limit overdrafts and
maximise centrally placed term deposits
the interest rate exposure of the financial liabilities of the group was
at
31 december
fixed floating 2004
interest rate interest rate total
sterling £’000 £’000 £’000
bank loans – 28000 28000
finance leases 591 – 591
591 28000 28591
the bank loans bear interest at a range of rates between 15 and 2 above libor
in order to manage its exposure to floating interest rate risk on a proportion of the loan the libor interest rate from
the loan inception to 30 november 2005 has a cap of 545 and a collar of 425 the amount so protected was
£14 million at 31 december 2004 and this will reduce in increments to £12 million at 30 november 2005 when 
the arrangement ceases from 30 november 2005 to 31 may 2007 an initial amount of £11 million reducing to 
£7 million over the period is protected by a fixed rate of 545 as the libor rate
the bank overdraft facility bears interest at a rate of 2 above the lloyds tsb bank plc base rate
the weighted average interest rate on finance leases for the period was 55 and the weighted average period
which finance leases are over is 25 years 48 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
the floating interest rate exposure of the financial assets of the group was
at 
31 december 
2004 
cash at bank and in hand £’000
sterling 7065
euros 2170
9235
the group places its cash balances on short term deposits on floating rates of interest
liquidity risk
the group’s policy is to maintain a mixture of short and mediumterm bank facilities to meet foreseeable peak
borrowing requirements shortterm flexibility is achieved by overdraft facilities
as at 31 december 2004 the bank facilities were as follows
overdraft £7 million facility – next annual review due on 30 november 2005
other loan revolving £10 million – next review date set at 30 november 2009
five year loan term loan £18 million – next review date set at 30 november 2009
the maturity profile of the group’s financial liabilities at 31 december 2004 was as follows
group company 
finance total loans 
loans leases 2004 2004 
£’000 £’000 £’000 £’000
within one year 3600 307 3907 3600
between one and two years 3600 284 3884 3600
between two and five years 20800 – 20800 20800
28000 591 28591 28000
currency risk
the group does not actively hedge against the effect of exchange rate differences resulting from the translation of
foreign currency earnings but has a policy to seek to hedge significant transaction exposures material surplus cash
balances not denominated in the functional currency of the operating unit are promptly translated into the functional
currency of the operating unit
the table opposite shows the group’s transactional currency exposures that give rise to net currency gains and
losses in the profit and loss account such exposures comprise the monetary assets and liabilities of the group 
that are not denominated in the functional currency of the operating unit involved 49 notes to the financial statements  2004 report  accounts  torex retail plc
31 december 2004
euros sterling
net monetary assets and liabilities £’000 £’000
functional currency
euros – 5747
sterling 789 –
gains and losses on hedges
group policy is to hedge exposure to interest rate risk and significant currency transaction exposures no significant
gains or losses recognised or unrecognised have yet arisen in respect of these financial instruments
fair value of financial instruments
the fair values of the group’s financial assets and liabilities are as follows
31 december 2004
book value fair value 
£’000 £’000
primary financial instruments held or issued to finance 
the group operations
cash at bank and in hand 9235 9235
current portion of longterm borrowings 3600 3600
longterm borrowings 24400 24400
finance leases 591 591
financial instruments held to manage the interest rate profile
interest collar and cap and fixed rate period nil 85
the longterm borrowings are generally rolled over on a three monthly basis at the roll over dates the interest rates
are repriced on the relevant libor
21 deferred taxation 
group company
2004 2004
movement on deferred tax asset £’000 £’000
as at 4 february 2004 ––
acquisitions 1922 –
credit to the profit and loss account note 9 1355 563
as at 31 december 2004 3277 563
analysis of deferred tax asset
accelerated capital allowances 215 –
short term timing differences 1979 10
losses 1083 553
3277 563 50 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
22 called up share capital 
authorised
2004
£’000
215798611 ordinary shares of 1p each 2158
allotted called up and fully paid
number £’000
at 4 february 2004 upon incorporation of the company 28125000 281
issue of shares upon flotation of the company on 2 march 2004 118750000 1187
issue of shares to fund acquisitions and acquired deferred consideration 31552801 316
share options exercised 51000 1
establishment of employee benefit trust 3868163 39
at 31 december 2004 total 182346964 1824
less shares held for group’s benefit within employee benefit trust 3868163 39
at 31 december 2004 shares attributable to members 178478801 1785
ordinary shares were allotted during the period for the following purposes
a on 4 february 2004 upon incorporation the company issued 28125000 shares at 1p per share the cash
consideration received amounted to £281250 
b on 10 february 2004 3868163 shares were issued at a price of 1p per share upon establishment of an
employee benefit trust giving rise to proceeds of £38682
c on 2 march 2004 torex retail plc floated on aim as part of this process 118750000 shares were placed with
various institutional shareholders the cash consideration received amounted to £47500000 and resulted 
in an increase in the share premium account of £46312500
d during the period 51000 ordinary shares were exercised under the companys share option schemes at 40p
per share giving rise to total proceeds of £20400 of which £19890 has been credited to the share premium
account
e details of issues in respect of acquisitions and acquired deferred consideration are set out below
amount
credited to
market price the share
number of of shares at premium
shares date of account
issued issue £’000
acquired deferred consideration for the acquisition of
torex retail nv 1673360 40p 653
arciris holdings limited 1125000 40p 439
acquisition of
torex gmbh 302 7200000 53p 3744
kpos 6839321 55p 3681
alphameric retail division – consideration 7371370 68p 4926
alphameric retail division – placing 7343750 65p 4700
31552801 18143
 average share price for 3 days prior to the date of issue used as the fair value of market price 51 notes to the financial statements  2004 report  accounts  torex retail plc
under the companys share option schemes the following options which include directors share options were
outstanding on 31 december 2004
number of shares option price per share normally exercisable to
2869898 1p 10 february 2007 – 9 february 2014
4432947 40p 25 march 2007 – 24 march 2014
350000 63p 3 june 2007 – 2 june 2014
250000 585p 2 july 2007 – 1 july 2014
422000 635p 28 october 2007 – 27 october 2014
100000 685p 17 october 2007 – 16 october 2014
esops
the employee benefit trust granted 2869898 enterprise management incentive scheme options on 10 february
2004 at an exercise price of 1p per share the trust will acquire shares necessary to enable a transfer of shares 
held in trust to employees when the options are exercised 
at 31 december 2004 the ebt held 3868163 shares which were purchased with a loan from the company 
these shares are held for the benefit of the company and hence have been deducted from share capital above 
and excluded from investments 
23 reserves
share profit and
premium loss
other account account
£’000 £’000 £’000
group
at 4 february 2004 –––
retained profit for the period –– 3446
fair value of share options 545 ––
exchange difference –– 216
share issue costs – 2890 –
share premium on shares issued – 64476 –
at 31 december 2004 545 61586 3662
company
at 4 february 2004 –––
retained profit for the period –– 831
fair value of share options 545 ––
share issue costs – 2890 –
share premium on shares issued – 64476 –
at 31 december 2004 545 61586 831
the other reserve is the fair value of share options vested in an employee share scheme as required under uitf 
abstract 17 52 torex retail plc  report  accounts 2004  notes to the financial statements
notes to the financial statements continued
24 shares to be issued
group company
£’000 £’000
deferred consideration payable
within one year 2055 2055
between one and two years 3000 3000
5055 5055
deferred consideration of £3000000 relates to the acquisition of the alphameric retail division a further
£12000000 may be payable dependant upon the financial performance of the acquired business during the 
period to 31 december 2005
deferred consideration of £2055000 is acquired deferred consideration relating to torex retail nv which was
included in the torex retail group assets and liabilities acquired on 16 february 2004  
all of the deferred consideration is payable in shares or cash at the companys discretion and is subject to the
satisfaction of certain performance criteria
on 17 march 2005 the company issued 2026999 ordinary shares at 1p each to satisfy the second earnout
payment relating to the acquisition of torex retail nv
25 commitments
capital commitments 
there was no capital expenditure contracted for but not provided for at 31 december 2004 for the group or the
company
financial commitments
the following annual rentals are committed by the group in respect of noncancellable operating leases expiring
land and buildings other
2004 2004
£’000 £’000
within one year 81 461
in two to five years 813 737
after five years 776 –
1670 1198 53 notes to the financial statements  2004 report  accounts  torex retail plc
26 related party transactions 
for the period from 4 february until 2 september 2004 at which point it was sold to the group jürgen heck and
his wife held a beneficial interest in 302 of the shares of torex gmbh details of the consideration paid by the
group to acquire this 302 is disclosed in note 15 iii
during the period robert loosemore made a loan to the company in the sum of £220000 the loan was interest
free and unsecured the loan was repaid during the period
27 analysis of change in net debt
at at
4 february on cash non cash exchange 31 december
2004 acquisition flows movements movement 2004
£’000 £’000 £’000 £’000 £’000 £’000
cash at bank and in hand – – 9105 – 130 9235
bank loans – – 28000 –– 28000
finance leases – 615 267 243 – 591
– 615 18628 243 130 19356
28 reconciliation of operating profit to net operating cash flows
11 months
ended
31 december
2004
£’000
operating profit 8964 
depreciation charges 732 
goodwill amortisation 2938 
increase in stocks 1121
increase in debtors 2282
increase in creditors 2244
net cash inflow from operating activities 11475 54 torex retail plc  report  accounts 2004
notice of annual general meeting
notice is hereby given that the annual general meeting of torex retail plc will be held at blenheim palace woodstock
oxfordshire on thursday 28th april 2005 at 11 am for the following purposes
1 to receive the report of the directors and the audited financial statements for the period ended 31 december 2004
2 to declare a dividend
3 to approve the remuneration report
4 to reappoint robert loosemore as a director of the company
5 to reappoint geoffrey forster as a director of the company
6 to reappoint mark pearman as a director of the company
7 to reappoint david hallett as a director of the company
8 to reappoint richard thompson as a director of the company
9 to reappoint christopher moore as a director of the company
10 to reappoint nigel horn as a director of the company
11 to reappoint hurst morrison thomson llp as the company’s auditors and to authorise the directors to determine their remuneration
special business
12 to consider and if thought fit to pass the following resolution which will be proposed as an ordinary resolution
that pursuant to article 53 of the company’s articles of association the authorised capital of the company be increased to
£4000000 divided into 400000000 ordinary shares of 1p each
13 to consider and if thought fit to pass the following resolution which will be proposed as an ordinary resolution
that the directors of the company be and are hereby generally and unconditionally authorised pursuant to and in accordance with
section 80 of the companies act 1985 “the act” for a period expiring at the end of five years from the date on which this resolution
is passed to allot relevant securities within the meaning of section 802 of the act up to an aggregate nominal amount of
£61925768 provided 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 of the company may allot relevant securities in pursuance of any such offer
or agreement as if the authority conferred hereby had not expired and provided further that the authority hereby conferred shall be in
substitution for and to the exclusion of the existing authority conferred upon the directors on 10 february 2004
14 to consider and if thought fit to pass the following resolution which will be proposed as a special resolution
that the directors of the company be and hereby are empowered pursuant to section 95 of the companies act 1985 “the act” to
allot equity securities within the meaning of section 94 of the act pursuant to the authority conferred on them under section 80 of 
the act by resolution 13 above as if section 891 of the act did not apply under any such allotment provided that this power shall 
be limited
a to the allotment of equity securities in connection with any rights issue in favour of the holders of ordinary shares of 1p each in
the company where the equity securities respectively attributable to the interests of all such holders of shares are proportionate
as nearly as may be to the respective numbers of shares held by them provided that the directors of the company may make
such arrangements in respect of overseas holders of shares as they consider necessary or convenient and
b to the allotment otherwise than pursuant to subparagraph a above of equity securities up to an aggregate nominal amount of
£9288865
and this authority shall expire at the end of five years from the date on which this resolution is passed provided that the company may
before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the
directors of the company may allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had
not expired and provided further that the authority hereby conferred shall be in substitution for and to the exclusion of the existing
authority conferred on the directors on 10 february 2004
15 to consider and if thought fit to pass the following resolution which will be proposed as an ordinary resolution
that the amount set out in article 90 of the company’s articles of association as the maximum amount payable annually in directors’
fees be increased to £200000
16 to consider and if thought fit to pass the following resolution which will be proposed as an ordinary resolution
that the rules of the torex retail plc unapproved company share option plan 2004 “the plan” be amended pursuant to rule 111
of the plan by the replacement of rule 32 of the plan as follows
“in a year in which an eligible employee commences his employment with the group the one times relevant earnings limit
referred to in rule 31 shall be replaced with a limit of four times his relevant earnings in respect of subsequent years in the
event that the remuneration committee considers that exceptional circumstances exist options in excess of the one times
relevant earnings limit referred to in rule 31 may be granted provided that the original market price for all the shares
comprised in options granted in any year under the plan or under any other discretionary share option scheme established by
the company or any associated company does not exceed four times relevant earnings for that year”
telfer house by order of the board
range road n d horn
witney secretary
oxfordshire
ox29 0yn 30 march 2005
notes
1 a member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote instead of him a proxy need not be a member of the company 
a form of proxy is attached the form must be lodged at the office of the company’s registrars not less than 48 hours before the time appointed for the holding of the meeting
2 the following documents will be available for inspection at the company’s registered office during normal business hours on any weekday saturdays and sundays excluded
from the date of this notice until the date of the meeting and at the place of the meeting from 1045 am on 28 april 2005 until its conclusion a the register of directors’
interests in the capital of the company b copies of the directors’ contracts of service 2004 report  accounts  torex retail plc 55
iwe being a holders of ordinary shares in torex retail plc hereby appoint the chairman of the meeting
or 
of 
as myour proxy to vote for meus on myour behalf at the annual general meeting of the company to be held on
thursday 28 april 2005 and at any adjournment thereof and in particular in respect of the undermentioned resolutions
referred to in the notice of the annual general meeting dated 30 march 2005 to vote
vote
resolution for against withheld
ordinary business
1  receive the report and accounts
2  declare a dividend
3  approve the remuneration report
4  reappoint robert loosemore
5  reappoint geoffrey forster
6  reappoint mark pearman
7  reappoint david hallett
8  reappoint richard thompson
9  reappoint christopher moore
10  reappoint nigel horn
11  auditors’ reappointment and remuneration
special business
12  increase authorised share capital
13  authorise allotment of relevant securities pursuant to
section 80 companies act 1985
14  disapply section 891 companies act 1985
15  increase aggregate limit of directors’ fees payable
16  amend the rules of the torex retail plc unapproved company 
share option plan 2004
full names
in block letters 
address 
 postcode
signature  date 
notes
1 a proxy need not be a member of the company
2 please indicate with an ‘x’ in the appropriate boxes above how you wish your votes to be cast unless otherwise instructed the proxy may vote or abstain from
voting as he thinks fit
3 to be valid this proxy form must be deposited with or despatched to capita registrars proxies p obox 25 beckenham kent br3 4br so as to be received
by them not less than 48 hours before the time fixed for the meeting
4 the proxy form must be signed by the member or the member’s attorney duly authorised in writing or if the member is a corporation it must be either duly
executed under its common seal or otherwise or signed on its behalf by an attorney or officer so authorised
5 in the case of joint members the vote of the senior joint member who signs a proxy form will be accepted to the exclusion of all others seniority being determined
by the order of names in the register
6 if you wish to appoint someone other than the chairman as your proxy delete “the chairman of the meeting or” and insert the name and address of your proxy
in the spaces provided
7 completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so
8 any alteration made to this proxy form should be initialled ✁
proxy form business reply service
licence no mb122
capita registrars proxies
p o box 25
beckenham
kent
br3 4br
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torex retail plc  report  accounts 2004
torex retail plc
telfer house  range road  witney  oxfordshire  ox29 oyn
tel 44 0870 050 9900  fax 44 0870 050 9901
email infotorexretailcom  wwwtorexretailcom
torex retail plc  report  accounts 2004


Summary:
 02 torex retail plc  report  accounts 2004
chairman’s statement
the group has made excellent progress
delivering outstanding financial results and 
at the same time significantly advancing the
strategic development of your business
trading results 
i am delighted to present our first set of results since the
admission of the company to aim on 2 march 2004 
the group has made excellent progress during the
period to 31 december 2004 delivering outstanding
financial results and at the same time significantly
advancing the strategic development of your business 
i am particularly pleased to report that following the
acquisition of the alphameric retail division comprising
pennine retail systems holdings limited and its
subsidiaries the group is now the uk market leader 
for retail it systems
in addition we have established a strong management
team and are now extremely well positioned both to
achieve rapid growth and to aggressively pursue our
overall objective of maximising shareholder value by
establishing torex retail as the leading independent
solutions provider to the international retail it market
the reported results represent the trading of the group
for the eleven months since the company’s incorporation
on 4 february 2004 these show turnover of £679
million and operating profit before amortisation of
goodwill and exceptional items of £127 million
rob loosemore
chairman chairman’s statement  2004 report  accounts  torex retail plc 03
in order to provide a better understanding of our 
trading results we have prepared pro forma information 
a summary of which is set out below and a complete
statement of which is included in the financial review 
this shows the results for the group as if it had been
trading in its current form for a full twelve month period
with the exception that the torex retail kpos limited
formerly kpos computer systems limited “kpos”
and alphameric retail division businesses acquired
during 2004 are included from their dates of acquisition
pro forma twelve pro forma twelve
months ended months ended
31 december 2004 31 december 2003
unaudited unaudited
£’000 £’000
turnover 71760 67559
operating profit  12508 8064
profit on ordinary activities 
before taxation 7530 3873
earnings per share basic 27p 10p
earnings per share diluted 26p 10p
 full details of the basis of calculating the pro forma information are shown in 
the financial review operating profit is before charging exceptional items and
goodwill amortisation
i am delighted to report that pro forma operating profit
increased by 55 to £125m this excellent performance
is due mainly to very strong operating margins which
reflect the success of our business model to focus on
software and services revenues rather than on lower
margin hardware business combined with a very tight
control over costs it is a great credit to our business that
our operating margins are amongst the highest in our
industry and give evidence of the high operational
efficiency of the group 
pro forma basic eps increased by a very impressive
170 to 27 pence
operating cash inflow represented 128 of operating
profit reflecting strong working capital management 
net debt was only £194 million at 31 december
compared to £160 million at the interim stage
notwithstanding the additional £7 million loan taken 
on in the second half to fund the acquisition of the
alphameric retail division
management and staff 
during the period we have successfully established an
enviable team at plc board level and in depth throughout
the executive of the company headed by myself the 
plc executive of chris moore richard thompson 
mark pearman and nigel horn represent a first rate team
with a proven track record of effectively managing
profitable growth complemented by our nonexecutives
geoffrey forster and david hallett they make up the full
board which i am proud to lead the wider group
executive team is rich in talent dedicated and immensely
motivated to achieving our goals
i would like to pay tribute to all the staff of torex retail 
who have all contributed to this first set of excellent results
the group employed over 1100 people at 31 december
2004 and on behalf of the board i would like to thank
them all for their valuable and muchappreciated
contribution 04 torex retail plc  report  accounts 2004  chairman’s statement
strategy 
the group’s strategy is based around the continued
development of modern and innovative products 
which can be sold both to new customers and
throughout the group’s existing blue chip customer base 
our market leading lucas electronic point of sale
‘epos’ product provides the platform for a suite of
integrated store management solutions including loss
prevention labour scheduling time and attendance and
customer counting in addition the recent alphameric
retail division acquisition has enhanced our strong 
instore product offering with bestofbreed head office
and business intelligence solutions these act as good
entry points to new customers for our epos products 
as well as crossselling opportunities to our existing base
the group’s focus on the sale of our own intellectual
property rights ‘ipr’ software together with related
services continues to prove successful both in terms 
of improved operating margins and also in new contract
wins the group’s leading ipr product portfolio and
commitment to modern technologies is a key differentiator
in securing new business in the competitive retail systems
market the group is working with both the latest java
and microsoft net technologies and has nearly 300
people committed to product development activity 
this significant investment ensures that we remain at the
forefront of innovation in retail systems and so provide
our customers with real business benefits
the strength of our product portfolio means that there
are significant opportunities for us to develop our
business in new markets this is reinforced by the
international activities of many of our customers 
who are looking to implement common systems across
their multinational estates we are currently rolling out
systems to a number of customers on a global basis
such as mont blanc esprit and deichman and our
work on these projects has identified a number of very
exciting new market opportunities in 2005 we will focus
on increasing our penetration into the usa and south
east asia in particular 
the group’s strategy is based around the continued development of modern
and innovative products which can be sold both to new customers and
throughout the group’s existing blue chip customer base chairman’s statement  2004 report  accounts  torex retail plc 05
whilst we are confident of continued new business
successes the sales cycle for large scale retail systems 
can be lengthy therefore in addition to our drive for
organic growth we will continue to look for suitable
acquisitions to accelerate the overall growth of the 
group by expanding our customer base enhancing 
our product and service offering and entering new
geographic markets
current trading and outlook 
we are delighted with our results which represent
excellent progress during the period both in terms of
financial performance and strategic development we are
pleased to report that trading in the current period to
date has continued to exceed our expectations as the
integration of the alphameric retail division is well ahead
of schedule we will continue to integrate our activities in
the future as rapidly as possible therefore maximising
economies of scale whilst providing a well established
platform for continued growth both organically and by
acquisition the combination of innovation technology
customer base geographic coverage and market
leadership places us in a unique position to capitalise on
the immense opportunities arising from the improving
market conditions 
dividends 
it is the board’s intention to ensure that shareholders
benefit from the success of the group with a progressive
dividend policy whilst also balancing this with the
continuing investment needed to increase earnings
consequently the board recommends a final dividend 
of 058p per ordinary share making a total for the period
of 068p subject to approval by the shareholders 
the final dividend will be paid on 20 may 2005 to
shareholders on the register at the close of business 
on 22 april 2005
rob loosemore
chairman
30 march 2005
our principal business units are
currently located in the united
kingdom eire and northern
europe and also in malaysia