topps tiles plc 
annual report and financial statements 2009
topps tiles plc annual report and financial statements 2009
topps tiles plc
thorpe way grove park enderby
leicestershire le19 1su
t 01 16 282 8000  f 01 16 282 81 15
wwwtoppstilescouk store locations
inside this year’s report…
01
review of the business
1 the year in brief
2 our strategy
3 chairman’s statement
4 chief executive’s statement
6 business review
17 corporate social responsibility
20
governance
20 directors
22 directors and advisors
23 directors’ report
26 corporate governance statement
28 remuneration report
31 independent auditors’ report  
 – consolidated financial statements
32
financial statements
32 consolidated income statement
32 consolidated statement of 
 recognised income and expense
33 consolidated balance sheet
34 consolidated cash flow statement
35 notes to the consolidated  
 financial statements
58 independent auditors’ report –  
 company financial statements
59 company balance sheet
60 notes to the company  
 financial statements
62
additional information
62 five year record
63 notice of annual general meeting
66 explanatory notes to the notice of  
 annual general meeting
70 the team
76 store locations
topps tiles – store numbers
stores at the beginning  
of the period 263
new stores opened 5
subtotal 268
closures including brand swaps –3
total 265
holland – store numbers
stores at the beginning  
of the period 22
new stores opened 0 
subtotal 22
closures including brand swaps 10
total 12
tile clearing house – store numbers
stores at the beginning  
of the period 57
new stores opened 0
subtotal 57
closures including brand swaps –13
total 44
50 
stores operated by the 
group in midlands region
stores operated by  
the group in wales
14
111 
stores operated by 
the group in london
stores operated by the  
group in south region
53 
16
 
stores operated by 
the group in scotland
stores operated by  
the group in holland
12
stores operated by the 
group in north region
midlands
wales
holland
north
scotland
south
london
designed and produced by radley yeldar
wwwrycom
65 the year in brief
   2009 adjusted operating profit is adjusted for exceptional items being the impairment of plant 
property and equipment of £31 million and other restructuring and oneoff costs of £21 million 
2008 £12 million goodwill impairment charge
  2009 adjusted profit before tax is adjusted for the effect of exceptional items above plus 
 –  £58 million noncash charge relating to the interest rate derivatives the group has in place  
 per ias 39 2008 £15 million
 – property disposal loss of £03 million 2008 gain of £09 million
 adjusted for post tax effect of nonrecurring items highlighted above 2008 above items plus  
 £11 million deferred tax charge relating to withdrawal of industrial buildings allowances
t
topps tiles plc referred to as “topps” “topps tiles” or “the group”
a
find out more 
for more information  
please visit 
wwwtoppstilescouk
financial performance
total group
t
 revenue declined 106 to £1861 million  
2008 £2081 million
likeforlike revenue declined 135 2008 declined 54
group gross margin 583 2008 618
operating profit of £164 million 2008 £346 million
adjusted operating profit of £216 million 2008 £358 million
adjusted profit before tax of £163 million 2008 £295 million
profit before tax of £49 million 2008 £277 million
basic earnings per share of 101p 2008 956p
adjusted basic earnings per share of 662p 2008 1116p
no final dividend declared in order to accelerate  
reduction in net debt and improve financial flexibility  
2008 no final dividend
net debt reduced by £208 million to £712 million  
2008 £920 million
disposal of two freehold properties for £20 million with  
a loss on disposal of £03 million 2008 profit on disposal  
of £09 million
operational performance
uk trading from 309 stores 2008 320 stores sales over the first 
7 weeks of the new financial period have increased by 22 
on a likeforlike basis
holland trading from 12 stores 2008 22 stores sales over the 
first 7 weeks of the new financial period have decreased by 
422 on a likeforlike basis
first 7 weeks of the new financial period total group revenue 
increased by 05 on a likeforlike basis total group revenues 
declined by 20
review of the business
governance
financial statements
other information
1
topps tiles plc 
annual report and financial statements 2009 our strategy
the topps’ strategy is focused on delivering 
outstanding value to our customers to ensure 
they always “return and recommend”  
this has enabled us to retain our competitive 
advantage built upon the strong foundations of 
customer service store locations store layout 
and product range 
customer  
service
customer service remains our number one priority and it 
is our policy to be honest helpful and knowledgeable 
but never pushy we operate an on line elearning 
centre which all staff are enrolled to and new courses 
are issued regularly to ensure our staff have the best 
product knowledge in the industry to ensure our 
customer service always meets these high standards  
all of our stores are mystery shopped every month and 
customer response cards indicate that 988 of our 
customers rate our service “good to excellent”
store  
locations
we make our store locations as easy for customers  
to get to as possible we operate from highly visible 
locations on or close to busy roads and always with 
parking facilities we have over 300 locations across the 
uk which ensures that the vast majority of customers will 
have a store near to them
store  
layout
our stores are clearly identified with bright eyecatching 
exterior signage bearing the topps tiles or tile clearing 
house branding our average store size is around 6250 
square feet and is merchandised in a mini warehouse 
style including separate areas of the store for wood 
flooring and natural stone stores are designed to be 
customer friendly with point of sale which aims to give 
informative product details and clear pricing
product  
range
as a specialist we are able to offer a huge range of 
products with many of them in stock and available to 
take away many of our key lines are imported directly 
from factories all over the world which ensures that we 
can offer the very latest tastes and trends to our 
customers often on an exclusive basis
review of the business
governance
financial statements
other information
2
topps tiles plc 
annual report and financial statements 2009 chairman’s statement
we indicated in our interim management report that  
the challenges facing retailers through the economic 
downturn were still very evident although there are signs 
that a level of stability is returning to our market consumer 
confidence is still being impacted by the continuing 
economic pressures and our results reflect this however 
the business has continued to demonstrate its robustness 
and resilience and we are pleased to deliver financial 
results that are in line with both the management’s and 
the market’s expectations we continue to address the 
challenges to our business through prudent cash 
management attention to our customer offer and 
ensuring that we maintain our market leading position
we have a strong business model which continues to 
generate both profit and free cash flow and i remain 
confident that we will be well positioned to benefit  
when consumer confidence returns
financial results
total group revenue has declined yearonyear to  
£1861 million 2008 £2081 million with likeforlike revenue 
for the period showing a decline of 135 on last year 
operating profit for the period was £164 million 2008 
£346 million giving a profit before tax of £49 million  
2008 £27 7 million basic earnings per share were  
101p 2008 956p 
during the period we have incurred £52 million of 
exceptional charges relating to the closure of stores in  
both the uk and holland and a £58 million non cash 
charge relating to interest rate derivatives the group  
has in place on an adjusted basis we have generated  
an operating profit of £216 million 2008 £358 million  
and a profit before tax of £163 million 2008 £295  
million adjusted basic earnings per share were 662p  
2008 1 116p
dividend
in order to continue the reduction in net debt and further 
improve the group’s financial flexibility the board has 
decided consistent with the last financial period not to 
pay a final dividend for this financial period we believe 
this is in the best interests of the business in the prevailing 
economic environment and we will continue to review the 
dividend policy on a biannual basis 
board changes
victor watson did not seek reelection at the agm on  
13 january 2009 and stepped down from the board  
there have been no further changes to the board over  
the last period the board is grateful to victor for all of his 
support and contribution to the company over a very 
successful tenyear period
people 
the company’s staff are fundamental to delivering the 
outstanding customer service ethic that we have pursued 
and their performance is a key factor in the continuing 
success of the business this service ethic differentiates 
topps tiles from its competitors and i would like to extend 
the board’s thanks and gratitude to everyone in the 
company for their continuing efforts and hard work
outlook
our management team has continued to make  
significant progress to ensure we have a resilient business 
that is as well placed as possible to benefit from a return  
of consumer confidence we have delivered profits in  
line with expectations prudently managed our store 
estate and aggressively reduced costs and net debt  
our current uk trading figures offer some encouragement 
suggesting that we have seen a stabilising of sales levels  
in our primary market the board remains confident that  
we will continue to withstand the challenging economic 
environment and will be in a strong position to benefit  
as the economy recovers 
barry bester
chairman
total group revenue
£186 1m
2008 £2081m
adjusted profit before tax
£163m
2008 £295m
our management team has continued to make significant  
progress to ensure we have a resilient business that is as well  
placed as possible to benefit from a return of consumer 
confidence we have delivered profits in line with expectations 
prudently managed our store estate and aggressively  
reduced costs and net debt
 as explained on page 1
review of the business
governance
financial statements
other information
3
topps tiles plc 
annual report and financial statements 2009 chief executive’s statement
topps tiles continues to be the market leader in its sector 
with a resilient business model we have maintained our 
focus on prudent management of costs whilst at the same 
time ensuring that we continue to deliver outstanding 
customer service and excellent value ranges and we 
believe that our business will emerge stronger as consumer 
confidence returns
uk store development and expansion
our expansion strategy has been realigned to take 
account of the changes in the economic environment 
and we have adopted a more cautious approach to our 
store opening programme during the period we have 
opened four new stores and closed 15 stores resulting in a 
net decline of 11 stores the group is now trading from a 
total of 309 outlets throughout the uk for the coming year 
we will focus the majority of our attention on improvements 
to our existing estate and we will continue to monitor the 
market for new store opportunities in prime locations 
topps tiles
we have opened a net two new stores and now have a  
total of 265 topps outlets this includes four new openings  
and one rebrand from tile clearing house tch offset by  
three closures
our etailing business has completed its first full year of 
trading offering a selection of our most popular ranges 
and additional complementary products whilst we are still 
relatively early in the development of the internet as a new 
channel to market we are pleased with progress to date 
and this part of the business now represents a similar level 
of turnover to that which a good store would generate 
our online offer can be found at wwwtoppstilescouk
tile clearing house
tile clearing house remains focused on trade customers 
and jobbing builders operating a “cash and carry” type 
format we have closed a net 13 stores during the period 
and now have a total of 44 tch outlets 
holland
our business in holland has faced increasing challenges 
as financial performance has declined in part driven by 
the difficult economic climate we have closed 10 stores 
as a result of poor performance andor lease expiry and 
we have not opened any new stores we are now trading 
from 12 stores and have no plans to expand the business 
further whilst current conditions prevail during the period 
we have seen a decline in likeforlike revenues of 221 
2008 –29 and we have recognised a loss of £49 million 
2008 loss of £08 million this loss includes approximately 
£37 million of exceptional costs including a £20 million 
charge for impairment of plant property and equipment 
and restructuring costs of £17 million associated with the 
10 store closures we do not believe the business will return 
to profit in the short term and will continue to review the 
business closely
marketing advertising and sponsorship
during the financial period we have significantly reduced 
our marketing spend and have concentrated on regional 
marketing rather than the national advertising campaigns 
that we have conducted in previous years
our commitment to our local communities remains strong 
as we maintain our aim to make positive contributions to 
those communities served by our stores being a “good 
neighbour” is topps’ priority and our current initiatives 
include nationwide youth football sponsorship our work  
for the charity help for heroes and our support for mosaic 
art in schools and community groups countrywide
staff development and customer service
our staff are fundamental to our key objective of 
delivering excellent customer service we have always 
prioritised the development of our staff to deliver this 
service and we continue to be rigorous in the recruitment 
and retention of high calibre employees who are 
committed to delivering this customer service ethic  
and also playing a role in the continuing success of the 
business we encourage staff to increase their level of 
knowledge and progress throughout the business with  
an emphasis on internal promotion wherever possible  
we have a sophisticated instore elearning training system 
and we incentivise our staff with competitive employee 
benefit packages and profit based rewards
we continue to enjoy very high levels of customer 
satisfaction with 988 of customers recently surveyed 
expressing levels of satisfaction as “good to excellent” 
2008 982 these levels of satisfaction are driven not 
only by our friendly and knowledgeable staff but also  
by our customer offering which is differentiated from  
our competitors in a number of ways all of our stores carry 
a wide range and supply of stock we offer a loanatile 
service a tile cutting service and a buyback service 
we believe that our robust business model will enable us  
to deliver profits in line with expectations and continue to 
generate free cash and reduce net debt as we have done 
over the last financial period we remain confident that the 
business will benefit greatly as consumer confidence returns 
 adjusted operating profit
£216m
2008 £358m
 as explained on page 1
review of the business
governance
financial statements
other information
4
topps tiles plc 
annual report and financial statements 2009 allowing customers to “sell back” undamaged tiles within 
45 days of purchase we also supply a free “how to” dvd 
and have a comprehensive selection of helpful ‘topps 
tips’ on our website in addition we have teamed up with 
traders local to each of our stores to provide customers 
with a topps’ approved tile installation service 
corporate responsibility
the management team at topps tiles is committed  
to a corporate responsibility policy that ensures the 
group’s business is conducted in a socially responsible 
environmentally friendly and ethical manner we are  
very proud of the work that we have been involved  
in and have endeavoured to work responsibly with  
all of our stakeholders for a number of years
we have a working party chaired by a main board  
director to review policies and look for opportunities for 
improvement and our responsibilities cover many areas 
the areas we have given most focus to are
•  community relations
• environment
• workplace and employees
• supply chain
our policy is published on our website at wwwtoppstiles
couk and more detail on our achievements can be found 
in this report
topps tiles is pleased to be a constituent member of  
the ftse4good uk index 
the market
topps has seen its position as the uk’s leading tile retailer 
strengthen with a market share in excess of 23 further 
consolidation of the retail market has taken place as 
regional tile businesses have either reduced their number 
of retail outlets or closed completely
overall tile consumption in the uk remains below the  
rest of europe roughly onethird of northern europe 
source mbd providing significant shortterm and  
longterm opportunities as consumers usage of tiles 
expands across the home including halls dining areas 
conservatories and general living areas
current trading and outlook
in the first seven weeks of the new financial period  
group revenue decreased by 20 and likeforlike sales 
increased by 05 we are focused on our primary market 
the uk and during this period revenues increased by 22 
on a likeforlike basis
at the half year we highlighted that the economic 
uncertainties continued to put pressure on consumer 
spending and we remained cautious for the outlook  
we are however reassured by current trading and the 
signs of stability that we are starting to see return to our 
primary market
we will maintain our drive for tight cost control and 
reduction in net debt whilst remaining focused on 
sustaining the high levels of customer service which have 
helped us remain the market leader we believe that our 
robust business model will enable us to deliver profits in line 
with expectations and continue to generate free cash and 
reduce net debt as we have done over the last financial 
period we remain confident that the business will benefit 
greatly as consumer confidence returns 
matthew williams
chief executive officer
group share of the uk tile market
23
200822
gross margin
583
2008 618
review of the business
governance
financial statements
other information
5
topps tiles plc 
annual report and financial statements 2009 cautionary statement
this business review has been prepared solely to provide 
additional information to shareholders to assess the 
group’s strategies and the potential for those strategies to 
succeed the business review should not be relied on by 
any other party or for any other purpose
the business review contains certain forwardlooking 
statements these statements are made by the directors in 
good faith based on the information available to them up 
to the time of their approval of this report and such 
statements should be treated with caution due to the 
inherent uncertainties including both economic and 
business risk factors underlying any such forwardlooking 
information
nature objectives and strategies of the business
topps tiles is a specialist tile and wood flooring retailer with 
321 outlets across the uk and holland in the uk we are the 
country’s largest retailer of our kind with a total of 309 stores 
and a 23 market share we operate two retail brands 
topps tiles and tile clearing house topps is the uk’s 
leading branded tile retailer with 265 stores offering wall 
and floor tiles natural stone laminate solid wood flooring 
and a comprehensive range of associated products such 
as underfloor heating adhesives and grouts tile clearing 
house comprises a further 44 stores nationwide focusing 
on a mini warehouse type format and a “when it’s gone 
it’s gone” style customer offer
our european operation in holland provides a similar style 
of customer offer to the uk topps tiles stores and currently 
trades from 12 stores
the group strategy is focused upon delivering outstanding 
value to our customers the key elements to the success of 
this strategy are customer service store locations store 
layout product choice and availability 
key operational objectives
•  deliver outstanding value for money and service to 
ensure customers always “return and recommend”
•  maintain our market leading position 
•  manage the store estate prudently and open new stores 
where excellent property opportunities arise
•  continue to develop our in store customer offer to 
maintain our competitive advantage
•  develop additional routes to market where we believe 
the topps brand can generate value
•  ongoing review of the store portfolio to ensure our estate 
is keeping track with consumer shopping patterns and 
our cost base is as efficient as possible
key financial objectives
•  primary focus on increasing revenues and cash 
generation reducing costs and maximising net  
debt reduction 
•  maximising earnings per share and shareholder returns 
including biannual review of our dividend policy
•  ongoing supplier tendering and benchmarking of  
nonstock suppliers
•  managing the group’s exposure to fluctuations in foreign 
exchange rates
•  maintaining a capital structure which enables an 
appropriate balance of financial flexibility and  
capital efficiency
business review
we have continued to deliver operating profit reduce net 
debt and generate cash despite the difficult trading 
environment demonstrating the resilience of the business 
model the board is satisfied with progress during the period 
and believes that the business is well placed to take 
advantage of a contraction in the competition 
customer satisfaction rating
988
2008982
total number of stores trading  
across the group
321
2008 342
review of the business
governance
financial statements
other information
6
topps tiles plc 
annual report and financial statements 2009 customer service remains our number one 
priority and it is our policy to be honest helpful 
and knowledgeable but never pushy we 
operate an on line elearning centre which  
all staff are enrolled to and new courses are 
issued regularly to ensure our staff have the 
best product knowledge in the industry  
to ensure our customer service always meets 
these high standards all of our stores are 
mystery shopped every month and customer 
response cards indicate that 988 of our 
customers rate our service “good to excellent” 
customer  
service 
topps tiles plc 
annual report and financial statements 2009 7
review of the business
governance
financial statements
other information store 
locations
we make our store locations as easy for 
customers to get to as possible we operate 
from highly visible locations on or close to  
busy roads and always with parking facilities  
we have over 300 locations across the uk 
which ensures that the vast majority of 
customers will have a store near to them
topps tiles plc 
annual report and financial statements 2009 8
review of the business
governance
financial statements
other information business review continued
operational review 
we are focused on trading as effectively and efficiently as 
possible through this current economic cycle our primary 
objectives continue to be centred on optimising returns 
from the existing estate managing our cost base very 
carefully and improving our financial flexibility we have 
continued to deliver operating profit reduce net debt and 
generate cash despite the difficult trading environment 
demonstrating the resilience of the business model  
the board is satisfied with progress during the period and 
believes that the business is well placed to take advantage 
of a contraction in the competition 
over the financial period we have worked hard to deliver 
savings to our cost base and in total have generated 
savings of around £93 million these have been driven 
from four broad business areas of marketing staff costs 
logistics and central expenditure further detail of these 
savings is provided within the financial review on page 14
key performance indicators kpis
the directors monitor a number of financial and  
nonfinancial metrics and kpis for the group and by 
individual store including
52 weeks to  
26 september 
2009
52 weeks to 
27 september  
2008
financial kpis
likeforlike sales growth  
yearonyear  –135 –54
total sales growth  
yearonyear  –106 01
gross margin  583 618
net debt £712 m £920m
stock days 128 140
 
nonfinancial kpis
customer satisfaction  988 982
number of stores 321 342
the directors receive regular information on these and 
other metrics for the group as a whole this information is 
reviewed and updated as the directors feel is required
cash generated by operations
£333m
2008 £387m
a
find out more 
for more information  
please visit 
wwwtoppstilescouk
adjusted basic earnings per share
662p
200811  16p
review of the business
governance
financial statements
other information
9
topps tiles plc 
annual report and financial statements 2009 business review continued
risks and uncertainties
the board conducts a continuing review of key risks and 
uncertainties the board’s primary focus over the last  
12 months has included
•  the weakness of the uk economy and the consequent 
business impact
•  additional costs of sourcing due to weakness of sterling 
in comparison to the euro and us dollar currencies over 
most of the financial period
•  ensuring that the company’s capital structure remains 
appropriate taking into account the reduction in 
revenues and earnings
•  the availability of credit insurance 
these risks are discussed in more detail later on this page 
and on page 13
in addition to the above the board considers other key risks 
including its relationship with key suppliers the potential 
threat of new competitors the risk of failure of key 
information technology systems loss of key personnel and 
development of substitute products the board’s response 
to these risks is articulated throughout this report and this 
includes
•  continuing improvement in our existing retail operations 
including regular review of our product offer and 
customer service to ensure that we are maximising the 
opportunity to deliver sales
•  review and reduction of costs across all areas of the 
business to offset as far as possible the reduction in 
revenues accounting for approximately £93 million  
of savings during the financial period detailed in the 
operational review
•  a more cautious approach to further expansion and 
consequent reduction in capital expenditure of 68 
compared to the previous financial period
•  tight management of cash and reduction in net debt  
to improve financial flexibility
•  continuing review of the group’s sourcing strategy to 
enable us to deliver greater value for money whilst 
maintaining returns
weakness of the uk economy
the board’s view at the time of writing this report is that  
the impact of the economy on sales revenues has  
now stabilised the board monitors sales per store on  
a 52 week rolling average basis and this metric has been 
at a stable level since the end of july there are a number 
of uncertainties that continue to face the uk economy 
and as such a further reduction in revenues cannot be 
ruled out but based on performance over the last four 
months this now seems less likely than it did at the time of 
the interim report and accounts when sales levels were  
still in decline
impact of sterling
we have continued to highlight our exposure to foreign 
exchange rates due to our international sourcing strategy 
in the last year we have sourced approximately 22  
of our supplies from international suppliers and paid in 
either euros or us dollar the period to september 2009  
has been a particularly difficult one with sterling being 
comparatively weak through most of the period  
the impact of currency movements has added around  
£34 million to our cost of goods sold over this period
we manage this risk by constantly reviewing the most 
effective sourcing strategy including which currencies  
it is most efficient to use for payment of goods we also 
enter into forward currency contracts based on expected 
requirements for foreign currency at most on a six month 
basis
adjusted profit before tax margin
88
2008 142
review of the business
governance
financial statements
other information
10
topps tiles plc 
annual report and financial statements 2009 review of the business
governance
financial statements
other information
our stores are clearly identified with bright 
eyecatching exterior signage bearing the 
topps tiles or tile clearing house branding  
our average store size is around 6250 square 
feet and is merchandised in a mini warehouse 
style including separate areas of the store for 
wood flooring and natural stone stores are 
designed to be customer friendly with point  
of sale which aims to give informative  
product details and clear pricing
store 
layout
11
topps tiles plc 
annual report and financial statements 2009 review of the business
governance
financial statements
other information
product 
range
as a specialist we are able to 
offer a huge range of products 
with many of them in stock 
and available to take away 
many of our key lines are 
imported directly from 
factories all over the world 
which ensures that we can 
offer the very latest tastes and 
trends to our customers often 
on an exclusive basis
12
topps tiles plc 
annual report and financial statements 2009 business review continued
appropriate capital structure
the group has in place loan facilities of £985 million 
repayable at a rate of £75 million per annum the facility 
terminates in january 2012 with a final repayment of  
£835 million as a result the board would envisage 
renewing the facilities during 201 1 the loan facility  
contains financial covenants which are tested on a 
biannual basis based on current trading and the  
board’s current expectations for the next 12 months the 
board expects that the group will be able to continue to 
operate within its current financial covenants the primary 
assumption within these estimates is that the business can 
maintain sales at the levels seen in the later part of the 
financial period and this remains a key uncertainty given 
the uk economy the board’s basis for this estimate is the 
level of actual weekly cash takings over the last four 
months of the period which we believe has now stabilised 
appropriate downward sensitivities have been applied 
and the board has assessed the further mitigating actions 
that can be taken if required principally relating to more 
aggressive management of working capital
the board has had a number of discussions with its lending 
banks and is highly confident that it could successfully 
renegotiate its loan facilities should it so require
availability of credit insurance
many suppliers have come to rely on credit insurance to 
manage their risk of key customers defaulting over the  
last year significant amounts of credit insurance have 
been withdrawn based on a significant increase in the 
number of business failures in the economy during 
january 2009 a number of our key suppliers had their 
cover withdrawn by leading suppliers of credit insurance 
this was a risk we had been monitoring for some time and 
our response to this event was well prepared we are 
pleased to confirm that this event did not cause the 
business any material impact and the board does not 
believe any future significant impact will prevail
the directors will continue to monitor all of the key risks  
and uncertainties and the board will take appropriate 
actions to mitigate these risks and their potential 
outcomes
going concern
based on a detailed review of the above risks and 
uncertainties on pages 10 and 13 management’s latest 
revised forecasts a range of sensitised scenarios and the 
current banking facilities the board has a reasonable 
expectation that the group will continue to meet all of its 
financial commitments as they fall due and will be able to 
continue as a going concern the board therefore 
considers it appropriate to prepare the financial 
statements on the going concern basis
stock at period end as days turnover
 1 28
2008 140
review of the business
governance
financial statements
other information
13
topps tiles plc 
annual report and financial statements 2009 13
topps tiles plc 
annual report and financial statements 2009 financial review
profit and loss account
revenue
revenue for the period ended 26 september 2009 
decreased by 106 to £1861 million 2008 £2081 million 
likeforlike store sales declined by 135 across the year 
falling by 185 in the first half but showing a modest 
improvement in the rate of decline in the second half of 
the year with the level of decline at 83 the performance 
reflects the continued constraints on the economy and the 
impact that this has had on consumer spending across  
the retail sector
gross margin
overall gross margin was 583 compared with 618 last 
period at the interim stage of this period gross margin was 
594 in the second half of the period we have generated 
a gross margin of 572 the decline in margin is driven by 
two primary factors approximately 22 of the goods for 
resale are sourced in foreign currency and the weakness 
of sterling has increased the cost of the goods we buy 
and the environment we operate in has become 
increasingly competitive and we have responded by 
ensuring we offer all of our customers the very best value 
for money by guaranteeing that our prices are never 
beaten the flexibility of our business model means that we 
do not need to resort to widespread discount promotions 
but instead can invest margin in a controlled way to  
drive transactions
operating expenses
total operating costs have decreased from £939 million to 
£921 million a reduction of 20 costs as a percentage  
of sales were 495 compared to 451 last year when 
adjusting for exceptional items detailed below operating 
costs as a percentage of sales are 467 2008 446
the average number of stores trading during the financial 
period was 335 2008 329 which would imply a 18 
increase in store costs the increase in the average 
number of stores and general inflationary pressures would 
be expected to generate additional costs of £37 million 
compared to the prior period and in addition to this  
there are a number of exceptional costs including
•  impairment of plant property and equipment of  
£31 million 2008 £05 million relating to store closures  
in the uk and the impairment of the majority of the dutch 
fixed asset balance 
•  other restructuring and oneoff costs of £21 million  
2008 £12 million goodwill impairment charge
these additional costs have been offset by a number  
of key cost saving initiatives totalling £93 million as follows
•  marketing expenditure has been significantly reduced 
following the cessation of the national tv campaign in 
august 2008 savings are in the region of £35 million 
compared to the prior period our marketing activities 
continue to be based on shortterm tactical 
opportunities and we will continue to monitor the market 
for great value media opportunities
•  we have improved the utilisation of our own logistics 
infrastructure which has enabled savings in third party 
transport costs from warehouse to stores in the order  
of £09 million over the period we utilised 878 of our 
maximum fleet capacity 2008 836
business review continued
reduction in net debt
£208m
2008 £32m
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financial statements
other information
14
topps tiles plc 
annual report and financial statements 2009 •  reductions in sales volumes have resulted in reduced 
store labour at the end of the period we employed 1353 
store staff compared to 1451 in september 2008 a 68 
reduction in headcount headcount reductions and 
other staff savings have generated savings of £30 million 
over the period
•  nonstaff store costs have been under close review all  
year this detailed focus on cost reduction has 
generated savings of around £10 million
•  we have rationalised our central support structures and 
reduced headcount by 15 across all central functions 
we have realised savings of approximately £09 million  
over the period
operating profit
operating profit for the period was £164 million  
2008 £346 million
operating profit as a percentage of sales was 88  
2008 166
when adjusted for the exceptional items detailed on page 1 
operating profit was £216 million 2008 £358 million 
other gains and losses
other gains and losses include the impact of property 
disposals during the period we completed the sale and 
leaseback of two freehold properties for £20 million with  
a loss on disposal of £03 million 2008 £09 million profit  
on disposal
financing
the net cash interest charge for the year was £53 million 
2008 £63 million excluding the impact of ias 39 
revaluations whilst the interest charge has fallen 
compared to the prior year we have only seen limited 
benefit from the very low interest rates that prevail in the 
market this is due to a series of interest rate derivatives we 
have in place which negate the majority of any impact 
from interest rate movements
the interest rate derivatives give rise to a “marked to 
market” revaluation per the requirements of ias 39 
“financial instruments recognition and measurement” 
this revaluation has generated a fair value noncash 
charge of £58 million 2008 £15 million due to the  
nature of the underlying financial instruments ias 39 does 
not allow hedge accounting to be applied to these losses 
and hence this charge is being applied direct to the 
income statement rather than offset against balance 
sheet reserves
net interest cover was 45 times 2008 64 times based  
on earnings before interest tax and depreciation 
excluding the impact of ias 39 in finance charges
profit before tax
reported profit before tax is £49 million 2008  
£277 million 
group profit before tax margin was 26 2008 133
when adjusted for the exceptional and noncash items 
detailed on page 1 the profit before tax is £163 million 
2008 £295 million
tax
the effective rate of corporation tax was 649 2008 
410 
the effective rate of corporation tax has been adversely 
affected by a £49 million loss in holland for which relief 
against taxable profits may not be available at this time 
no deferred tax asset has been recognised however the 
ability to utilise this loss is still being investigated
the underlying uk tax rate was 322 2008 313
earnings per share
basic earnings per share were 101p 2008 956p
diluted earnings per share were 100p 2008 955p 
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topps tiles plc 
annual report and financial statements 2009 15
topps tiles plc 
annual report and financial statements 2009 dividend and dividend policy
in order to reduce net debt and improve the company’s 
financial flexibility the board has decided not to pay a 
final dividend for this financial period consistent with the 
prior period end we believe this is in the best interests of 
the business in the prevailing economic environment and 
we will continue to review the dividend policy on a 
biannual basis
balance sheet
capital expenditure
capital expenditure in the period amounted to £21 million 
2008 £66 million a reduction of 68 reflecting the 
board’s prudent cost control and cautious approach  
to expansion capital expenditure includes the cost  
of four new openings one rebrand and a small number  
of refits at a cost of £08 million we have improved our 
central warehousing facilities at a cost of £06 million  
the remaining £07 million is expenditure on renewal  
of the existing store base
at the period end the group owned six freehold or long 
leasehold sites including two warehouse and distribution 
facilities with a total net book value of £135 million 2008 
£156 million
stock
stock at the period end represents 128 days turnover 
compared with 140 days for the same period last year 
capital structure and treasury
cash and cash equivalents at the period end were £27 3 
million 2008 £140 million with repayable borrowings at 
£985 million 2008 £1060 million 
this gives the group a net debt position of £712 million 
compared to £920 million as at 27 september 2008
cash flow 
cash generated by operations was £333 million 
compared to £387 million last period
matt williams  rob parker
chief executive officer finance director
23 november 2009
business review continued
net debt
£7 1 2m
2008 £920m
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topps tiles plc 
annual report and financial statements 2009 corporate social responsibility “csr” continues to gain 
increasing importance in all modern businesses and topps 
tiles is no exception we have been working on our csr 
agenda since 2004 when we established a working party 
chaired by a main board director we are proud of our 
achievements in this area and focus our attentions across 
four primary areas
• community relations
• environment
• workplace and employees
• supply chain
the group is a constituent member of the ftse4good 
index of socially responsible uk quoted companies the 
ftse4good index is designed to measure the performance 
of companies that meet globally recognised corporate 
responsibility standards and to facilitate investment in 
those companies where csr issues are an influencing 
factor in the investors’ decision making process we aim to 
comply with the criteria set by the operators of this index 
and are actively engaged in the continued developments 
of our csr policies to ensure ongoing compliance
community relations
topps tiles aims to be a ‘good neighbour’ in those 
communities served by our stores and the group has an 
active community relations programme which we have 
honed and expanded over many years 
our community relations programme is a cornerstone  
of the business providing the framework and impetus  
for stores to support local activities that are a “perfect fit” 
for the company and its culture
in the main topps tiles’ community relations programme 
focuses on three key areas
youth football
topps is one of the biggest supporters of youth football in 
the uk and the free kit our stores donate to junior teams is 
arguably the most famous strip in the grassroots game 
whenever we open a new store we make a point of 
selecting a local team to support with kit and equipment 
this has proved a simple and effective way of reaching out 
to the community and it’s a huge morale booster for local 
teams and families to secure a “big name” sponsor like 
topps tiles
we currently support over 300 teams and are very proud of 
this association culminating in major annual tournaments 
when teams across the country come together at the 
walkers stadium to take their place on the hallowed turf  
of leicester city fc
mosaic
making mosaics is all about tiles and topps leads the way 
in promoting mosaic both as public art and an exciting 
craft skill for children and adults we provide materials and 
expertise to community artists and neighbourhood groups 
and also work with schools workshops and further 
education centres to encourage mosaic creativity 
we sponsor two major competitions designed to showcase 
the work of novice mosaic artists topps tiles is the proud 
sponsor of mega mosaic makers a new primary school 
competition organised by the british association for 
modern mosaic alongside this we have our own 
landmark competition for adults learning mosaic in 
community workshops and further education centres  
now in its fourth successful year this unique nationwide 
event is called the topps tiles awards for achievement  
in mosaic
charity
during 2008 we adopted “help for heroes” as our group 
charity and have taken their cause to our hearts in a  
big way founded in 2007 the charity funds specialist 
rehabilitation projects for members of the armed forces 
wounded in front line conflicts including afghanistan 
undoubtedly one of britain’s most highprofile charities 
help for heroes enjoys phenomenal support from the british 
public as it does with the workforce at topps tiles 
our first fundraising year reached the midway stage in 
may 2009 with a nationwide fundraising day kicked off  
at topps hq near leicester with a sponsored truck pull  
to date stores nationwide have organised all manner of 
events to show support for their local heroes
corporate social responsibility
help for heroes founder bryn parry  confirmed “topps tiles is our 
first ever corporate supporter and we are amazed by the level  
of support and commitment we are receiving from everyone  
we are indebted to topps for its decision to support our work”
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financial statements
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topps tiles plc 
annual report and financial statements 2009 corporate social responsibility continued
we aim to make this topps’ biggest ever fundraising drive 
and forthcoming events include a national “thinking of our 
heroes at christmas” campaign and a chance to skydive 
with the red devils in may 2010 
help for heroes founder bryn parry confirmed “topps tiles 
is our first ever corporate supporter and we are amazed by 
the level of support and commitment we are receiving 
from everyone we are indebted to topps for its decision  
to support our work”
environment
there are three primary areas where our business 
potentially impacts the environment property waste  
and transport we regularly review our progress in these 
areas and endeavour to use the most environmentally 
responsible practices possible
property – energy is a major driver of cost for the business 
and also forms a significant part of our environmental 
impact energy efficient technology including low energy 
lighting helps to reduce the impact and we are continuing 
trials to reduce further our environmental impact by 
adopting new technology wherever possible
waste – waste management is an important area for our 
business and we recycle as much as possible stores return 
paper plastic and cardboard to the central warehouse  
for recycling
our offices recycle all used paper the majority of which is 
shredded and used as packaging we continue to move 
our reporting away from being paper based and issue 
increasing numbers of reports in electronic format 
transport – during the year we have continued to 
consolidate deliveries to stores this means that we have 
reduced our reliance on third party transport further 
achieving more of the deliveries required from our existing 
capacity this has the benefit of reducing the overall 
vehicle delivery mileage to our stores by c500000 miles 
and also reduces emissions as a result of us operating our 
own modern and efficient fleet of vehicles all new lorries 
comply with the euro 5 emissions regulations and come 
ready equipped with driver efficiency monitoring systems 
this technology enables us to plan the most efficient routes 
the number of football teams that  
we sponsor in the uk
300
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18
topps tiles plc 
annual report and financial statements 2009 and also monitor our drivers’ performance all new 
vehicles continue to have new generation engines giving 
in the region of a 16 saving on fuel our new trailers are 
now specially designed for better weight distribution 
allowing more weight to be carried and less tyre wear
workplace and employees
the wellbeing of our employees and the quality of their 
working environment remains a key focus for topps tiles 
we have a comprehensive set of human resources 
policies and procedures in place that cover matters such 
as reward and recognition health and wellbeing 
promotion and development as well as working policies 
communicated via our intranet site the aim of these 
policies is to set out our responsibilities and obligations to 
our employees whilst demonstrating our commitment to 
be an employer of choice all policies are regularly 
reviewed and comply with current regulation
we have a duty to our employees to provide them with a 
safe and comfortable working environment our inhouse 
health and safety team maintain regular dialogue with 
staff and carry out periodical assessments to ensure risks 
are minimised or removed in our stores warehouse and 
offices we also operate a health and safety committee 
which meets on a regular basis and is chaired by a main 
board director
our 1600 employees are our greatest asset and we are 
committed to high standards of employment practice  
we aim to reward individuals fairly and are committed  
to providing equality of opportunity training and 
development as well as a safe work place 
communication with our employees is vital and we have 
initiatives in place to ensure regular and effective dialogue 
with staff we produce a bimonthly inhouse magazine 
which updates all employees on what is happening across 
the business and within the community in addition to this 
we operate an employee suggestion scheme which is 
overseen by our chief executive and ensures that we 
maximise opportunities to improve the business at all levels 
communication and consultation will be further 
enhanced in the coming 12 months with the launch  
of an employee forum aimed at improving the way in 
which ideas and feedback are captured as well as 
creating a framework for managing change this forum 
will see elected staff representatives participate in a 
twoway engagement process with those that drive 
decision making within the company
we have a policy of internal promotion and where 
possible we actively encourage our staff to apply for 
internal vacancies and promotions to support this  
we consult with employees on job and career 
development and provide opportunities to further 
personal development through talent initiatives at all 
levels in april 2008 the group retained its investors in 
people award for a further three years this award 
recognises our continued efforts to ensure that all staff 
understand the goals of the group and are fully trained  
to ensure they can contribute fully to achieving  
these goals
supply chain
we source our goods for resale including tiles natural 
stone wooden flooring and adhesives from around the 
world labour standards factory conditions and human 
rights are issues we take seriously to address any possible 
concerns our buyers conduct regular supplier visits and 
factory tours and also insert a clause into all contracts with 
suppliers which stipulates our requirements we have also 
developed a policy on timber products and have 
adopted the principles and criteria of the forest 
stewardship council as our benchmark
our full policy can be found on our website at  
wwwtoppstilescouk in the investor section under  
corporate responsibility
a
find out more 
for more information  
please visit 
wwwtoppstilescouk
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financial statements
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19
topps tiles plc 
annual report and financial statements 2009 directors
review of the business
governance
financial statements
other information
20
topps tiles plc 
annual report and financial statements 2009
nonexecutive directors
executive directors
alan white nonexecutive director aged 54
member of audit committee
member of nomination committee
chairman of the remuneration committee
alan is the chief executive of n brown group plc a role he was appointed to 
in 2002 he qualified as a chartered accountant with arthur andersen and has 
been group finance director for sharp electronics uk n brown group plc 
and littlewoods plc he joined the board of topps tiles in april 2008
rt hon michael jack privy councillor mp senior nonexecutive director aged 63
chairman of audit committee
chairman of nomination committee
member of remuneration committee
michael’s business career has seen him in management capacities with proctor  
gamble and marks  spencer in 1987 he became mp for fylde and by 1990 had 
begun a ministerial career that saw him serve in the dss home office maff and 
finally the treasury as financial secretary he joined the board of topps tiles in 1999
barry bester nonexecutive chairman aged 52
barry was a founder shareholder and director of topps tiles in 1984  
his principal responsibilities are group strategy review of the business
governance
financial statements
other information
21
topps tiles plc 
annual report and financial statements 2009
executive directors
executive directors
robert parker finance director aged 37
company secretary
secretary of audit committee
rob joined topps tiles in 2007 as finance director rob’s previous role before 
joining the group was director of finance  it for savers health  beauty ltd 
prior to that rob was with the boots group plc for 10 years including 5 years 
with the international side of the business ultimately as director of finance  
for boots retail international
he is responsible for the accounting financial control treasury administration 
and group secretarial matters
nicholas ounstead business development director aged 49
health  safety committee chairman
nicholas joined topps tiles in april 1997  prior to this he was marketing director 
at bellegrove ceramics plc which is a major supplier to diy chains and 
independent retailers in september 2001 he was appointed chief operating 
officer and promoted to chief executive officer in october 2002 in 2007 he 
was appointed to the role of business development director nicholas is also 
chairman of the health and safety committee and has overall responsibility 
for the daytoday operations of the business
matthew williams chief executive officer aged 35
matt joined the company in 1998 after completing his chartered surveyors 
exams and took up the role of property director in 2004 he was promoted  
to chief operating officer and on 1 april 2006 joined the plc board in 2007  
he was promoted to chief executive officer president
skm williams fca directors
bfj bester 
nonexecutive chairman
mtm williams 
chief executive officer
nd ounstead 
business development director
r parker acma 
finance director
a white  
nonexecutive director
the rt hon jm jack privy counsellor mp 
nonexecutive director
secretary
r parker acma registered number
3213782
registered office
thorpe way 
grove park 
enderby 
leicestershire le19 1su
solicitors
tlt solicitors
1 redcliff street 
bristol bs99 7jz
sinclair abson smith lawyers
19 market place 
stockport sk1 1ha
beachcroft llp
st ann’s house 
st ann street 
manchester m2 7lp
auditors
deloitte llp
manchester
bankers
hsbc bank plc
56 queen street 
cardiff cf10 2px
brokers
kbc peel hunt ltd
1 1 1 old broad street 
london ec2n 1ph
registrars
capita irg plc
bourne house 
34 beckenham road 
beckenham 
kent br3 4tu 
directors and advisors
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financial statements
other information
22
topps tiles plc 
annual report and financial statements 2009 review of the business
governance
financial statements
other information
23
topps tiles plc 
annual report and financial statements 2009
the directors present their report on the affairs of the group together with the financial statements and auditors’ report 
for the 52 week period ended 26 september 2009
principal activity
the principal activity of the group comprises the retail and wholesale distribution of ceramic tiles wood flooring and 
related products
business review
the company being the listed entity topps tiles plc is required by the companies act to set out in this report a fair review 
of the business of the group during the financial period ended 26 september 2009 and of the position of the group at 
the end of that financial period the company is also required to set out a description of the principal risks  
and uncertainties facing the group
the information that fulfils the requirements of the enhanced business review can be found within the chairman’s 
statement on page 3 the ceo’s statement on pages 4 and 5 the business review on pages 6 to 16 and the corporate 
and social responsibility statement on pages 17 to 19 which are incorporated in this report by reference
the directors monitor a number of financial and nonfinancial key performance indicators kpis for the group and by 
store and these are detailed on page 9
results and dividends
the audited financial statements for the 52 week period ended 26 september 2009 are set out on pages 32 to 62  
the group’s profit for the period after taxation was £1722000 2008 £16353000
no interim dividend was paid in the period 2008 interim dividend of 300p per share £51 17000 was paid on 7 july 
2008
the board has decided not to pay a final dividend in order to accelerate the reduction in net debt and improve financial 
flexibility 2008 no final dividend was paid
directors
the directors of the company who served throughout the year and thereafter except as noted were as follows
bfj bester nonexecutive chairman  
mtm williams chief executive officer 
nd ounstead business development director 
r parker finance director 
jm jack senior nonexecutive director  
vh watson nonexecutive director resigned 13 january 2009 
a white  nonexecutive director 
the directors’ interests in the shares of the company are set out on page 30
details of directors’ share options are provided in the directors’ remuneration report on page 30
share capital
details of the company’s authorised and issued share capital are shown in note 22 to the financial statements
supplier payment policy
the group’s policy is to negotiate terms of payment with suppliers when agreeing the terms of each transaction ensuring 
that suppliers are made aware of the terms of payment and that both parties abide by those terms
the effect of the group’s negotiated payment policy is that trade payables at the period end represented 46 days 
purchases 2008 48 days trade creditor days is calculated by dividing the trade and other payables creditor by the 
aggregate of cost of sales and relevant nonstock expenditure multiplied by 365
charitable and political contributions
during the period the group made charitable donations of £nil 2008 £10000 the group made no political 
contributions 2008 £nil
directors’ report substantial shareholdings
in addition to the directors’ shareholdings noted on page 30 on 31 october 2009 the company had been notified in 
accordance with chapter 5 of the disclosure and transparency rules of the following interests in 3 or more of its issued 
share capital
number  held
williams skm esq 19503950 11 4
axa framlington investment management 14434830 84
scottish widows investment partnership 8998163 53
allianz global investors 8000000 47
aberforth 7734000 45
legal  general investment management 6786335 40
standard life 6577677 38
henderson 618116 1 36
old mutual 5904231 35
disabled employees
applications for employment by disabled persons are always fully considered bearing in mind the aptitudes of the 
applicant concerned in the event of members of staff becoming disabled every effort is made to ensure that their 
employment with the group continues and that appropriate training is arranged it is the policy of the group that the 
training career development and promotion of disabled persons should as far as possible be identical with that of 
other employees
employee consultation
the group places considerable value on the involvement of its employees and has continued to keep them informed on 
matters affecting them as employees and on the various factors affecting the performance of the group this is 
achieved through formal and informal meetings and the company magazine employee representatives are consulted 
regularly on a wide range of matters affecting their current and future interests
financial risk management objectives and policies
the group is exposed to certain financial risks namely interest rate risk currency risk and credit risk information regarding 
such financial risks is detailed in notes 16 17 18 19 and 20 the group’s risk management policies and procedures are 
also discussed in the business review on pages 10 to 13
share option schemes
the directors recognise the importance of motivating employees and believe that one of the most effective incentives is 
increased employee participation in the company through share ownership
this has been achieved through the introduction of a number of employee sharesave share bonus approved and 
unapproved share option schemes since the flotation in 1997 
the total number of options held by employees including directors is 6107702 2008 866934 
as described in note 30 employee share purchase plans are open to almost all employees and provide for a purchase 
price equal to the daily average market price on the date of grant less 20 the shares can be purchased during a 
twoweek period which during the period ended 26 september 2009 fell between 19 february 2009 to 9 march 2009 
when the average price was 218p resulting in a high level of employee participation
details of directors’ share options are provided in the directors’ remuneration report on page 30
information given to auditors
each of the directors at the date of approval of this report confirms that
•  so far as the director is aware there is no relevant audit information of which the company’s auditors are unaware 
and
•  the director has taken all the steps that he ought to have taken as a director in order to make himself aware  
of any relevant audit information and to establish that the company’s auditors are aware of that information
•  this confirmation is given and should be interpreted in accordance with the provisions of section 418 of the companies 
act 2006
auditors
on 1 december 2008 deloitte  touche llp changed their name to deloitte llp  a resolution to reappoint deloitte llp 
as the company’s auditor will be proposed at the forthcoming annual general meeting
directors’ report continued
24
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information statement of directors’ responsibilities 
the directors are responsible for preparing the annual report directors’ remuneration report and the financial 
statements in accordance with applicable law and regulations
company law requires the directors to prepare financial statements for each financial period the directors are required 
by the ias regulation to prepare the group financial statements under international financial reporting standards as 
adopted by the european union “ifrss” the group’s financial statements are also required by law to be properly 
prepared in accordance with the companies act 2006 and article 4 of the ias regulation 
international accounting standard 1 requires that financial statements present fairly for each financial period the group’s 
financial position financial performance and cash flows this requires the faithful representation of the effects of 
transactions other events and conditions in accordance with the definitions and recognition criteria for assets liabilities 
income and expenses set out in the international accounting standards board’s “framework for the preparation and 
presentation of financial statements” in virtually all circumstances a fair presentation will be achieved by compliance 
with all applicable ifrss directors are also required to
•  properly select and apply accounting policies
•  present information including accounting policies in a manner that provides relevant reliable comparable and 
understandable information and 
•  provide additional disclosures when compliance with the specific requirements in ifrss is insufficient to enable users  
to understand the impact of particular transactions other events and conditions on the entity’s financial position  
and financial performance
the directors have elected to prepare the parent company financial statements in accordance with united kingdom 
generally accepted accounting practice united kingdom accounting standards and applicable law the parent 
company financial statements are required by law to give a true and fair view of the state of affairs of the company  
in preparing these 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 and
•  state whether applicable uk accounting standards have been followed subject to any material departures disclosed 
and explained in the financial statements
the directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any  
time the financial position of the company and enable them to ensure that the parent company financial statements 
comply with the companies act 2006 they are also responsible for safeguarding the assets of the company and for 
taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a 
directors’ report and directors’ remuneration report which comply with the requirements of the companies act 2006
the directors are responsible for the maintenance and integrity of the company’s website legislation in the united 
kingdom governing the preparation and dissemination of financial statements may differ from legislation in other 
jurisdictions
directors’ responsibility statement
we confirm to the best of our knowledge
1  the group’s financial statements prepared in accordance with ifrs and the company’s financial statements 
prepared in accordance with united kingdom accounting standards and applicable law give a true and fair view of 
the assets liabilities financial position and profit or loss of the company and the undertakings included in the 
consolidation taken as a whole and
2  the management report which is incorporated into the directors’ report includes a fair review of the development 
and performance of the business and the position of the company and the undertakings included in the 
consolidation taken as a whole together with a description of the principal risks and uncertainties they face
after making enquiries the directors have formed a judgement at the time of approving the financial statements that 
there is a reasonable expectation that the group has adequate resources to continue in operational existence for the 
foreseeable future for this reason the directors continue to adopt the going concern basis in preparing the financial 
statements
on behalf of the board
r parker
director and company secretary
23 november 2009
25
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information the company is committed to the principles of corporate governance contained in the combined code of corporate 
governance that was issued in june 2008 by the financial reporting council “the code” for which the board is 
accountable to shareholders 
statement of compliance with the code of best practice
the company has complied throughout the period with the provisions of the code of best practice set out in section 1 of 
the code except for provision a61 as the board does not currently undertake formal appraisal of its own performance 
and that of its committees on the basis that it considers an informal rolling programme of review appropriate the 
company complies with all other provisions of the code
the board of directors comprises six members of whom two are independent nonexecutive directors and three are 
executive directors led by the company’s nonexecutive chairman mr barry bester the senior independent non
executive director is the rt hon michael jack who also chairs the audit committee brief biographical details of all 
directors are given on pages 20 and 21 the board meets at least 12 times a year certain defined issues are reserved for  
the board including approval of financial statements and circulars annual budgets strategy directors’ appointments 
service agreements and remuneration internal control and risk management corporate governance key external and 
internal appointments and pensions and employee incentives
in advance of board meetings directors are supplied with uptodate information about trading performance the 
group’s overall financial position and its achievement against prior year budgets and forecasts 
where required a director may seek independent professional advice at the expense of the company all directors 
have access to the company secretary and they may also address specific issues to the senior independent non
executive director 
in accordance with the articles of association all directors are subject to reelection at least every third year directors 
are elected at the first annual general meeting after appointment
all nonexecutive directors have written letters of appointment these letters of appointment stipulate threeyear 
renewable terms of office in line with the code all nonexecutive directors who have served for nine years or more will 
be subject to annual reelection as such the rt hon michael jack will be subject to reelection at the forthcoming 
annual general meeting although his length of service exceeds nine years the board regards him to be independent 
and considers his broad based commercial experience and extensive business specific knowledge to be extremely 
beneficial 
the board considers that the rt hon michael jack and alan white are independent for the purposes of the code  
the terms and conditions for the appointment of nonexecutive directors are available for inspection on request
the board will review the independence of nonexecutive directors on an ongoing basis
the board operates three committees these are the nomination committee the remuneration committee and the 
audit committee all of these committees meet regularly and have formal written terms of reference which are available 
for inspection on request
attendance at boardcommittee meetings
the following table shows the number of board and committee meetings held during the 52 week period ended  
26 september 2009 and the attendance record of the individual directors
board of 
directors
audit 
committee
remuneration 
committee
nomination 
committee
number of meetings 13 2 4 2
bfj bester 13 2 4 2
m williams 13 2 na na
nd ounstead 13 2 na na 
r parker 13 2 na na
vh watson resigned 13 january 2009 2 1 0 0
jm jack 13 2 4 2
a white 13 2 4 2
corporate governance statement
26
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information statement about applying the principles of good governance
the company has applied the principles of good governance set out in section 1 of the combined code by complying 
with the code of best practice as reported above further explanation of how the principles have been applied in 
connection with directors’ remuneration is set out in the remuneration report
audit committee
the audit committee consists of nonexecutive directors the chairman is the rt hon michael jack the other member  
is alan white who has served on the committee since his appointment on 1 april 2008
the audit committee considers the nature and scope of the audit process both internal and external and its 
effectiveness the committee reviews and approves the internal audit programme meets with the external auditors  
and considers the annual and interim financial statements before submission to the board the committee reviews the 
arrangements by which staff may in confidence raise concerns about possible improprieties in matters of financial 
reporting or other matters the committee also reviews the group’s system of internal control and reports its findings 
twice a year to the board the committee meets with the external auditors the rest of the board attend at the invitation 
of the audit committee chairman
as stated above part of the role of the audit committee is to review the independence of the company’s auditors  
the company’s external auditors deloitte llp “deloitte” have provided nonaudit services to the company in the form 
of tax and business advice the audit committee is aware that providing audit and nonaudit advice could give rise to a 
potential conflict of interest the audit committee has concluded that the auditors deloitte are independent
deloitte have been auditors for the group since september 2003 the current audit partner’s first year as signing partner 
was the period ended september 2006 the audit committee considers the work of deloitte and their independence in 
deciding whether an audit tender is required and at this current point in time is satisfied by the work of deloitte and their 
independence and so has proposed their reappointment
nomination committee
the nomination committee is chaired by the rt hon michael jack the other member is alan white barry bester joins at 
the invitation of the nomination committee chairman the formal terms of reference for this committee require it to 
make recommendations to the board for appointments of directors and other senior executive staff 
appointments to the board are made on merit against objective criteria taking into account the skills and experience 
required where appropriate external search consultants are enlisted
dialogue with institutional shareholders
the directors seek to build on a mutual understanding of objectives between the company and its institutional 
shareholders by making annual presentations and communicating regularly throughout the year the company also 
posts financial information on its website wwwtoppstilescouk
maintenance of a sound system of internal control
the board has applied principle c2 of the combined code by establishing a continuous process for identifying 
evaluating and managing the significant risks the group faces the board regularly reviews the process which has been 
put in place from the start of the period to the date of the approval of this report and which is in accordance with the 
revised guidance on internal control published in october 2005 the turnbull guidance the board is responsible for the 
group’s system of internal control and for reviewing its effectiveness such a system is designed to manage rather than 
eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance 
against material misstatement or loss
in compliance with provision c21 of the combined code the board continuously reviews the effectiveness of the 
group’s system of internal control the board’s monitoring covers all controls including financial operational and 
compliance controls and risk management it is based principally on reviewing reports from management to consider 
whether significant risks are identified evaluated managed and controlled and whether any significant weaknesses  
are promptly remedied and indicate a need for more extensive monitoring the board has also performed a specific 
assessment for the purposes of this annual report this assessment considers all significant aspects of internal control 
arising during the period covered by the report including the work of internal audit the audit committee assists the 
board in discharging its review responsibilities
during the course of its review of the system of internal control the board has not identified nor been advised of any 
failings or weaknesses which it has determined to be significant therefore a confirmation in respect of necessary actions 
has not been considered appropriate
27
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information introduction
this report has been prepared in accordance with schedule 8 of the accounting regulations under the companies act 
2006 the report also meets the relevant requirements of the listing rules of the financial services authority and describes 
how the board has applied the principles relating to the directors’ remuneration in the combined code as required by 
the act a resolution to approve the report will be proposed at the annual general meeting of the company at which 
the financial statements will be approved
the act requires the auditors to report to the company’s members on certain parts of the directors’ remuneration report 
and to state whether in their opinion those parts of the report have been properly prepared in accordance with the 
accounting regulations the report has therefore been divided into separate sections for the audited and unaudited 
information
unaudited information
remuneration committee
the company has established a remuneration committee “the committee” which is constituted in accordance with 
the recommendations of the combined code the members of the committee are the rt hon michael jack and alan 
white who are both independent nonexecutive directors barry bester joins by invitation from the remuneration 
committee chairman the committee is chaired by alan white
none of the committee has any personal financial interest other than as shareholders conflicts of interests arising from 
crossdirectorships or daytoday involvement in running the business the committee makes recommendations to the 
board no director plays a part in any discussion about his own remuneration
remuneration policy
executive remuneration packages are prudently designed to attract motivate and retain directors of the high calibre 
needed to maintain the group’s position as a market leader and to reward them for enhancing value to shareholders 
the performance measurement of the executive directors and key members of senior management and the 
determination of their annual remuneration package are undertaken by the committee the remuneration of the 
nonexecutive directors is determined by the board within limits set out in the articles of association
there are three main elements of the remuneration package for executive directors
•  basic annual salary including directors’ fees and benefits
•  annual bonus payments and
•  pension arrangements
basic salary
an executive director’s basic salary is reviewed and determined by the committee prior to the beginning of each year 
and when an individual changes position or responsibility in deciding appropriate levels the committee considers  
the group as a whole and relies on objective research which gives uptodate information on a comparator group  
of companies basic salaries were reviewed in september 2009 with no increases taking effect this year executive 
director’s contracts of service which include details of remuneration will be available for inspection at the annual 
general meeting
in addition to basic salary the executive directors receive certain benefitsinkind principally a car and private  
medical insurance
annual bonus payments
a discretionary annual cash bonus scheme represents the short term incentive element of the overall remuneration 
package for mr williams mr parker and mr ounstead the remuneration committee establishes the objectives  
that must be met in the financial period if a cash bonus is to be paid the maximum bonus achievable in the period  
was 100 of basic salary based on group performance against budgeted operating profit for the period ending  
26 september 2009 there will be no bonus paid due to a shortfall in performance against the targets set by the board  
in september 2008
proposed new deferred bonus long term incentive plan
at the forthcoming agm in january 2010 shareholder approval is being sought for the new deferred bonus long term 
incentive plan this new long term incentive will deliver the annual bonus for each financial accounting period as a 
mixture of cash and shares with the share element being deferred by two years from the date of the award with  
a further matching share award the maximum bonus potential is to be 125 of salary and the proposed deferred 
element is 25 of the bonus earned with a further equal match of the deferred element in shares two years later 
further details are included in the documents for the agm
pension arrangements
mr bester mr ounstead and mr parker received contributions into their own personal pension schemes as disclosed  
in the table on page 30
remuneration report
28
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information directors’ contracts
executive directors
it is the company’s policy that executive directors are offered permanent contracts of employment providing for  
a maximum of six months’ notice
nonexecutive directors
all nonexecutive directors have specific terms of engagement and their remuneration is determined by the board within 
the limits set by the articles of association and based on independent surveys of fees paid to nonexecutive directors of 
similar companies the basic fee paid to each nonexecutive director in the period was £34000 it is the company’s 
policy that nonexecutive directors should have contracts with an indefinite term providing for a maximum of six months 
notice nonexecutive directors cannot participate in any of the company’s share option schemes and are not eligible 
to join the company’s pension scheme
the details of the nonexecutive directors’ contracts are summarised in the table below
name of director
date of contract or letter
of appointment
unexpired  
term
notice
period
bfj bester 27 may 1997 na 6 months
jm jack 26 january 1999 na 6 months
a white 1 april 2008 na 6 months
performance graph
the following graph shows the company’s performance measured by total shareholder return “tsr” compared with 
the performance of the ftse 250 index also measured by tsr the index chosen for the comparison demonstrates the 
group’s tsr in comparison to the average for ftse 250 companies
total shareholder return charting 
the ftse 250 index is considered a relevant comparator as the business has formed a part of this index for the majority of 
the time period presented 
audited information
aggregate directors’ remuneration
the total amounts for directors’ remuneration were as follows
2009 
£’000
2008 
£’000
emoluments 934 1055
money purchase pension contributions 24 30
sharebased payments 2 3
960 1088
total shareholder return charting 
oct04 oct05 oct06 oct07 oct08
topps tiles plc ftse 250
–60
–40
–100
0
20
–20
60
80
100
40
–80
29
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information remuneration report continued
directors’ emoluments 
name of director
fees 
£’000
basic 
salary 
£’000
vehicle 
allowance 
£’000
benefits  
inkind 
£’000
money 
purchase 
pension 
contributions 
£’000
share 
based 
payments 
£’000
bonus 
£’000
2009 
£’000 
2008 
£’000
mtm williams – 349 24 2 – 1 – 376 360
nd ounstead – 142 10 2 9 1 – 164 294
r parker – 199 16 2 9 1 – 227 227
nonexecutive directors
bfj bester – 105 – 3 6 – – 11 4 11 2
wa mcintosh  
resigned 31 march 2008 – – – – – – – – 13
vh watson  
resigned 13 january 2009 – 10 – – – – – 10 32
jm jack – 36 – – – – – 36 33
a white  
appointed 1 april 2008 34 – – – – – – 34 17
34 841 50 9 24 2 0  960 1088
the sharebased payment charge for each executive director is £500
directors’ share options
share options held by the directors relate to 2009 save as you earn scheme which is eligible to all employees no options 
have been exercised in the period
name of 
director scheme
27 sept
2008 acquired
26 sept 
2009
exercise 
price
date from
which exercisable expiry date
n ounstead save as you earn april 2009 – 26836 26836 £0165 1 apr 2012 1 oct 2012
r parker save as you earn april 2009 – 44727 44727 £0165 1 apr 2014 1 oct 2014
m williams save as you earn april 2009 – 26836 26836 £0165 1 apr 2012 1 oct 2012
the market price of the ordinary shares at 26 september 2009 was 945 pence and the range during the year was  
150 pence to 1000 pence
directors’ interests
the directors had the following interest in the shares of the company all interests relate solely to ordinary shares
2009 
number of  
ordinary shares of 
333p each
2008 
number of 
ordinary shares of 
333p each
bfj bester 22076200 16406200
mtm williams 439205 450205
nd ounstead 537 750 427 750
r parker 30000 30000
jm jack 40250 20250
a white 15000 15000
mr bester held 129 of shares in the company at 26 september 2009 2008 96
approval
this report was approved by the board of directors on 23 november 2009 and signed on its behalf by
alan white
chairman of remuneration committee
30
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information independent auditors’ report 
to the members of topps tiles plc
we have audited the group financial statements of topps tiles plc for the 52 week period ended 26 september 2009 
which comprise the consolidated income statement the consolidated statement of recognised income and expense 
the consolidated balance sheet the consolidated cash flow statement and the related notes 1 to 31 the financial 
reporting framework that has been applied in their preparation is applicable law and international financial reporting 
standards ifrss as adopted by the european union
this report is made solely to the company’s members as a body in accordance with sections 495 and 496 of the 
companies act 2006 our audit work has been undertaken so that we might state to the company’s members those 
matters we are required to state to them in an auditors’ report and for no other purpose to the fullest extent permitted  
by law we do not accept or assume responsibility to anyone other than the company and the company’s members  
as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
as explained more fully in the directors’ responsibility statement the directors are responsible for the preparation of  
the group financial statements and for being satisfied that they give a true and fair view our responsibility is to audit  
the group financial statements in accordance with applicable law and international standards on auditing uk and 
ireland those standards require us to comply with the auditing practices board’s apb’s ethical standards for auditors
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or 
error this includes an assessment of whether the accounting policies are appropriate to the group’s circumstances  
and have been consistently applied and adequately disclosed the reasonableness of significant accounting estimates 
made by the directors and the overall presentation of the financial statements
opinion on financial statements
in our opinion the group financial statements
•  give a true and fair view of the state of the group’s affairs as at 26 september 2009 and of its profit for the 52 week 
period then ended
•  have been properly prepared in accordance with ifrss as adopted by the european union and
•  have been prepared in accordance with the requirements of the companies act 2006 and article 4 of the ias 
regulation
separate opinion in relation to ifrss as issued by the iasb
as explained in note 2 to the group financial statements the group in addition to complying with its legal obligation  
to apply ifrss as adopted by the european union has also applied ifrss as issued by the international accounting 
standards board iasb
in our opinion the group financial statements comply with ifrss as issued by the iasb
opinion on other matter prescribed by the companies act 2006
in our opinion the information given in the directors’ report for the financial year for which the financial statements  
are prepared is consistent with the group financial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following
under the companies act 2006 we are required to report to you if in our opinion
•  certain disclosures of directors’ remuneration specified by law are not made or
•  we have not received all the information and explanations we require for our audit
under the listing rules we are required to review
•  the directors’ statement contained within the business review in relation to going concern and
•  the part of the corporate governance statement relating to the company’s compliance with the nine provisions  
of the june 2008 combined code specified for our review
other matter
we have reported separately on the parent company financial statements of topps tiles plc for the period ended  
and on the information in the directors’ remuneration report that is described as having been audited
sharon fraser senior statutory auditor
for and on behalf of deloitte llp
chartered accountants and statutory auditors  
manchester united kingdom
23 november 2009
31
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information consolidated income statement 
for the 52 weeks ended 26 september 2009
consolidated statement of recognised income and expense 
for the 52 weeks ended 26 september 2009
notes 
2009  
£’000 
2008  
£’000
group revenue – continuing operations 34 186061 208084
cost of sales 77584 79537
gross profit 108477 128547
operating expenses
 employee profit sharing 5258 6514
 distribution costs 69167 66142
 other operating expenses 7988 7 024
 administrative expenses 7039 8082
 sales and marketing 2600 6165
group operating profit before exceptional items 21636 35805
impairment of goodwill 5 13 – 1 185
impairment of plant property and equipment 5 3052 –
restructuring and other oneoff costs 5 2159 –
group operating profit 4 16425 34620
other lossesgains 8 349 877
investment revenue 9 429 992
finance costs 9 5768 7 302
fair value loss on interest rate derivatives 9 5833 1464
profit before taxation 6 4904 27 723
taxation 10 3182 11370
profit after taxation for the period attributable to equity holders of the parent company 28 1722 16353
earnings per ordinary share 12
– basic 101p 956p
– diluted 100p 955p
 
all of the above results relate to continuing operations
notes 
2009  
£’000 
2008  
£’000
exchange differences on retranslation of overseas operation 27 88 248
deferred tax on share options taken directly to equity 21 103 305
profit for the period 1722 16353
total recognised income and expense for the period attributable to equity  
holders of the parent company 1913 16296
32
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information consolidated balance sheet
as at 26 september 2009
notes 
2009  
£’000 
2008  
£’000
noncurrent assets
goodwill 13 245 245
property plant and equipment 14 32584 40386
32829 40631
current assets
inventories 27426 30496
trade and other receivables 16 4105 7909
cash and cash equivalents 17 27270 13977
58801 52382
total assets 91630 93013
current liabilities
trade and other payables 18 30669 29961
derivative financial instruments 20 7826 2 110
bank loans 19 7250 7 250
current tax liabilities 5527 8878
51272 48199
net current assets 7529 4183
non current liabilities
bank loans 19 90712 97  963
deferred tax liabilities 21 1877 1964
provisions for liabilities and charges 21 1051 –
total liabilities 144912 148126
net liabilities 53282 55 11 3
equity
share capital 22 5703 5703
share premium 23 1001 1001
merger reserve 24 240 240
sharebased payment reserve 25 240 322
capital redemption reserve 26 20359 20359
foreign exchange reserve 27 336 248
retained earnings 28 81161 82986
total deficit attributable to equity holders of the parent 53282 55 11 3
the accompanying notes are an integral part of these financial statements
the financial statements on pages 32 to 57 were approved by the board of directors and authorised for issue on  
23 november 2009  
they were signed on its behalf by
mtm williams
r parker
directors
33
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information consolidated cash flow statement
for the 52 weeks ended 26 september 2009
cash flow from operating activities
2009 
£’000
2008 
£’000
group operating profit 16425 34620
adjustments for
 depreciation of property plant and equipment 4641 4792
 impairment of property plant and equipment 3052 –
 impairment of goodwill – 1 185
 restructuring and other oneoff costs 1876 –
 share option creditcharge 82 100
 loss on sale of property plant and equipment – 513
 decreaseincrease in receivables 3424 833
 decrease in inventories 2262 877
 increasedecrease in payables 1747 2557
cash generated by operations 33345 38697
 interest paid 6062 6154
 payment of loan arrangement fee – 530
 taxation paid 6514 10650
net cash from operating activities 20769 21363
cash flows from investing activities
 interest received 403 960
 purchase of property plant and equipment 2096 6622
 proceeds on sale of property plant and equipment 2047 4004
net cash fromused in investment activities 354 1658
cash flows from financing activities
 proceeds from issue of share capital – 337
 repayment of loans 7500 5000
 dividends paid – 1 7 014
net cash used in financing activities 7500 21677
net increasedecrease in cash and cash equivalents 13623 1972
cash and cash equivalents at beginning of period 13977 15781
effect of foreign exchange rate changes 330 168
cash and cash equivalents at end of period 27270 13977
34
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements 
for the 52 week period ended 26 september 2009
1 general information
topps tiles plc is a company incorporated in the united kingdom under the companies act 2006 the address of the 
registered office is given on page 22 the nature of the group’s operations and its principal activity is set out in the 
directors’ report on page 23
these financial statements are presented in pounds sterling because that is the currency of the primary economic 
environment in which the group operates foreign operations are included in accordance with the policies set out in 
note 2l
at the date of authorisation of these financial statements the following standards and interpretations which have not 
been applied in these financial statements were in issue but not yet effective
standards and interpretations in issue but not yet effective 
ifrs 2 amended sharebased payment
ifrs 3 revised 2008  business combinations
ifrs 7 amended financial instruments disclosures
ifrs 8   operating segments
ifrs 9   financial instruments
ias 23 amended  borrowing costs
ias 27 revised 2008 consolidated and separate financial statements
ias 32 amended financial instruments presentation
ias 39 amended financial instruments recognition and measurement
ifric 12   service concession arrangements
ifric 14     ias 19 – the limit on a deferred benefit asset minimum funding requirements  
and their interaction
ifric 15   agreements for the construction of real estate
ifric 16   hedges of a net investment in a foreign operation
ifric 17   distribution of noncash assets to owners
ifric 18    transfer of assets from customers
the directors anticipate that the adoption of these standards and interpretations in future periods will have no material 
impact on the financial statements of the group except for limited additional disclosures when ifrs 8 comes into effect 
for periods commencing on or after 1 january 2009
2 accounting policies
a basis of accounting
the financial statements have been prepared in accordance with international financial reporting standards ifrss 
the financial statements have also been prepared in accordance with ifrss adopted by the european union and 
therefore the group financial statements comply with article 4 of the eu ias regulation the financial statements have 
been prepared on the historical cost basis except for the revaluation of financial instruments 
based on a detailed review of the risks and uncertainties see pages 10 and 13 of the business review management’s 
latest revised forecasts a range of sensitised scenarios and the current banking facilities the board has a reasonable 
expectation that the group will continue to meet all of its financial commitments as they fall due and will be able to 
continue as a going concern 
the board therefore considers it appropriate to prepare the financial statements on the going concern basis 
the principal accounting policies adopted are set out below
b basis of consolidation
the consolidated financial statements incorporate the financial statements of the company and entities controlled by 
the company its subsidiaries control is achieved where the company has the power to govern the financial and 
operating policies of an investee so as to obtain benefits from its activities
the results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed 
all intragroup transactions balances income and expenses are eliminated on consolidation
35
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
2 accounting policies continued 
c financial period
throughout the financial statements directors’ report and business review references to 2009 mean at 26 september 
2009 or the 52 weeks then ended references to 2008 mean at 27 september 2008 or the 52 weeks then ended
d business combinations
the acquisition of subsidiaries is accounted for using the purchase method the cost of the acquisition is measured at the 
aggregate of the fair values at the date of exchange of assets given liabilities incurred or assumed and equity 
instruments issued by the group in exchange for control of the acquiree plus any costs directly attributable to the 
business combination the acquiree’s identifiable assets liabilities and contingent liabilities that meet the conditions for 
recognition under ifrs 3 are recognised at their fair value at the acquisition date except for noncurrent assets or 
disposal groups that are classified as held for sale in accordance with ifrs 5 noncurrent assets held for sale and 
discontinued operations which are recognised and measured at fair value less costs to sell
goodwill arising on acquisition is recognised as an asset and initially measured at cost being the excess of the cost of 
the business combination over the group’s interest in the net fair value of the identifiable assets liabilities and contingent 
liabilities recognised
e goodwill
goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value 
of the identifiable assets and liabilities of a subsidiary at the date of acquisition goodwill is initially recognised as an asset 
at cost and is subsequently measured at cost less any accumulated impairment losses goodwill which is recognised as 
an asset is reviewed for impairment at least annually any impairment is recognised immediately in the income statement 
and is not subsequently reversed
for the purpose of impairment testing goodwill is allocated to each of the group’s cashgenerating units expected to 
benefit from the synergies of the combination cashgenerating units to which goodwill has been allocated are tested 
for impairment annually or more frequently when there is an indication that the unit may be impaired if the recoverable 
amount of the cashgenerating unit is less than the carrying amount of the unit the impairment loss is allocated first to 
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit prorata on the 
basis of the carrying amount of each asset in the unit an impairment loss recognised for goodwill is not reversed in a 
subsequent period
goodwill arising on acquisitions before the date of transition to ifrss has been retained at the previous uk gaap 
amounts subject to being tested for impairment at that date goodwill of £15080000 written off to reserves under uk 
gaap prior to 1998 has not been reinstated and is not included in determining any subsequent profit or loss on disposal
f revenue recognition
revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for 
goods and services provided in the normal course of business net of discounts vat and other salesrelated taxes sales 
of goods are recognised when title has passed sales returns are provided for based on past experience and deducted 
from income
interest income is accrued on a time basis by reference to the principal outstanding and at the effective interest rate 
applicable which is the rate that exactly discounts estimated future cash receipts through the expected life of the 
financial asset to that asset’s net carrying amount
dividend income from investments is recognised when the shareholders’ rights to receive payment have been 
established
g exceptional items
the group has identified certain items as exceptional where they relate to oneoff costs incurred in the period that they 
do not expect to be repeated on an annual basis the principles applied in identifying exceptional costs are applied 
consistently each period
h property plant and equipment
property plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss
depreciation is charged so as to write off the cost of assets less estimated residual value over their estimated useful lives 
on the following bases
freehold buildings   2 per annum on cost on a straightline basis
short leasehold land and buildings over the period of the lease up to 25 years on a straightline basis
fixtures and fittings   over 10 years or at 25 per annum on reducing balance basis as appropriate
motor vehicles    25 per annum on reducing balance
freehold land is not depreciated
residual value is calculated on prices prevailing at the date of acquisition
36
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 2 accounting policies continued 
i impairment of tangible assets
at each balance sheet date the group reviews the carrying amounts of its tangible assets to determine whether there is 
any indication that those assets have suffered an impairment loss if any such indication exists the recoverable amount 
of the asset is estimated in order to determine the extent of the impairment loss if any where the asset does not 
generate cash flows that are independent from other assets the group estimates the recoverable amount of the 
cashgenerating unit to which the asset belongs
recoverable amount is the higher of fair value less costs to sell and value in use in assessing value in use the estimated 
future cash flows are discounted to their present value using a pretax discount rate that reflects current market 
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows 
have not been adjusted
if the recoverable amount of an asset or cashgenerating unit is estimated to be less than its carrying amount the 
carrying amount of the asset cashgenerating unit is reduced to its recoverable amount an impairment loss is 
recognised as an expense immediately unless the relevant asset is carried at a revalued amount in which case the 
impairment loss is treated as a revaluation decrease
where an impairment loss subsequently reverses the carrying amount of the asset cashgenerating unit is increased to 
the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying 
amount that would have been determined had no impairment loss been recognised for the asset cashgenerating unit 
in prior years a reversal of an impairment loss is recognised as income immediately unless the relevant asset is carried at 
a revalued amount in which case the reversal of the impairment loss is treated as a revaluation increase
j inventories
inventories are stated at the lower of cost and net realisable value and relate solely to finished goods for resale cost 
comprises purchase price of materials and an attributable proportion of distribution overheads based on normal levels 
of activity and is valued at standard cost net realisable value is based on estimated selling price less further costs 
expected to be incurred to completion and costs to be incurred – marketing selling and distribution provision is made 
for those items of inventory where the net realisable value is estimated to be lower than cost 
k taxation
the tax expense represents the sum of the tax currently payable and deferred tax
the tax currently payable is based on taxable profit for the year taxable profit differs from net profit as reported in the 
income statement because it excludes items of income or expense that are taxable or deductible in other years and it 
further excludes items that are never taxable or deductible the group’s liability for current tax is calculated using tax 
rates that have been enacted or substantively enacted by the balance sheet date
deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets 
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and 
is accounted for using the balance sheet liability method deferred tax liabilities are generally recognised for all taxable 
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be 
available against which deductible temporary differences can be utilised such assets and liabilities are not recognised 
if the temporary difference arises from the initial recognition of goodwill or from the initial recognition other than in a 
business combination of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting 
profit
deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and 
interests in jointly controlled entities except where the group is able to control the reversal of the temporary difference 
and it is probable that the temporary difference will not reverse in the foreseeable future
deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset 
is realised deferred tax is charged or credited in the income statement except when it relates to items charged or 
credited directly to equity in which case the deferred tax is also dealt with in equity
deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against 
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends 
to settle its current tax assets and liabilities on a net basis
37
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
2 accounting policies continued 
l foreign currency
transactions in currencies other than the entity’s functional currency foreign currencies are recorded at the rates of 
exchange prevailing on the dates of transactions at each period end monetary assets and liabilities that are 
denominated in foreign currencies are retranslated at the rates prevailing on that date nonmonetary items carried at 
fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair 
value was determined nonmonetary items that are measured in terms of historical cost in a foreign currency are not 
retranslated
exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are 
included in the income statement for the period exchange differences arising on the retranslation of nonmonetary 
items carried at fair value are included in profit or loss for the period
for the purpose of presenting consolidated financial statements the assets and liabilities of the group’s foreign operation 
are translated at exchange rates prevailing at period end dates income and expense items are translated at the 
average exchange rates for the period unless exchange rates fluctuate significantly during the period in which case  
the exchange rates at the dates of transactions are used exchange differences arising are classified as equity and 
transferred to the group’s translation reserve such differences are recognised as income or expense in the period in 
which the operation is disposed of
m leases
rentals under operating leases are charged on a straight line basis over the lease term even if the payments are not 
made on such a basis benefits received and receivable as an incentive to sign an operating lease are similarly spread 
on a straightline basis over the lease term
n investments
fixed asset investments are shown at cost less provision for impairment
o retirement benefit costs
for defined contribution schemes the amount charged to the income statement in respect of pension costs is the 
contributions payable in the year differences between contributions payable in the year and contributions actually paid 
are shown as either accruals or prepayments in the balance sheet
p finance costs
finance costs which are directly attributable to the construction of tangible fixed assets are capitalised as part of the 
cost of those assets the commencement of capitalisation begins when both finance costs and expenditures for the 
asset are being incurred and activities that are necessary to get the asset ready for use are in progress capitalisation 
ceases when substantially all the activities that are necessary to get the asset ready for use are complete
all other finance costs of debt are recognised in the income statement over the term of the debt at a constant rate on 
the carrying amount
q financial instruments
financial assets and financial liabilities are recognised in the group’s balance sheet when the group becomes a party 
to the contractual provisions of the instrument
financial assets are classified into the following specified categories financial assets “at fair value through profit or loss” 
fvtpl “heldtomaturity” investments “availableforsale” afs financial assets and “loans and receivables”  
the classification depends on the nature and purpose of the financial assets and is determined at the time of initial 
recognition
financial assets at fvtpl
financial assets are classified as at fvtpl where the financial asset is either held for trading or it is designated as at fvtpl 
the group has no designated fvtpl financial assets
a financial asset is classified as held for trading if
• it has been acquired principally for the purpose of selling in the near future or
•  it is a part of an identified portfolio of financial instruments that the group manages together and has a recent actual 
pattern of shortterm profittaking or
• it is a derivative that is not designated and effective as a hedging instrument
financial assets at fvtpl are stated at fair value with any resultant gain or loss recognised in profit or loss the net gain or 
loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset fair value is 
determined in the manner described in note 2v
loans and receivables
trade receivables loans and other receivables that have fixed or determinable payments that are not quoted in an 
active market are classified as loans and receivables loans and receivables are measured at amortised cost using the 
effective interest method less any impairment interest income is recognised by applying the effective interest rate 
except for shortterm receivables when the recognition of interest would be immaterial
38
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 2 accounting policies continued 
impairment of financial assets
financial assets other than those at fvtpl are assessed for indicators of impairment at each balance sheet date 
financial assets are impaired where there is objective evidence that as a result of one or more events that occurred 
after the initial recognition of the financial asset the estimated future cash flows of the investment have been impacted
for certain categories of financial asset such as trade receivables assets that are assessed not to be impaired 
individually are subsequently assessed for impairment on a collective basis objective evidence of impairment for a 
portfolio of receivables could include the group’s past experience of collecting payments an increase in the number of 
delayed payments in the portfolio past the average credit period of 65 days as well as observable changes in national 
or local economic conditions that correlate with default on receivables
the carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the 
exception of trade receivables where the carrying amount is reduced through the use of an allowance account when 
a trade receivable is considered uncollectible it is written off against the allowance account subsequent recoveries of 
amounts previously written off are credited against the allowance account changes in the carrying amount of the 
allowance account are recognised in profit or loss
if in a subsequent period the amount of the impairment loss decreases and the decrease can be related objectively to 
an event occurring after the impairment was recognised the previously recognised impairment loss is reversed through 
profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not 
exceed what the amortised cost would have been had the impairment not been recognised
cash and cash equivalents 
cash and cash equivalents comprise cash on hand and demand deposits and other shortterm highly liquid 
investments that are readily convertible to a known amount of cash within three months and are subject to an 
insignificant risk of changes in value
derecognition of financial assets
the group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or it 
transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity if the 
group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the 
transferred asset the group recognises its retained interest in the asset and an associated liability for amounts it may 
have to pay if the group retains substantially all the risks and rewards of ownership of a transferred financial asset the 
group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds 
received
financial liabilities and equity
financial liabilities and equity instruments are classified according to the substance of the contractual arrangements 
entered into an equity instrument is any contract that evidences a residual interest in the assets of the group after 
deducting all of its liabilities equity instruments issued by the group are recorded at the proceeds received net of direct 
issue costs
financial liabilities are classified as at fvtpl where the financial liability is either held for trading or it is designated as at 
fvtpl the group does not have any designated fvtpl liabilities
a financial liability is classified as held for trading if
• it has been incurred principally for the purpose of disposal in the near future or 
•  it is a part of an identified portfolio of financial instruments that the group manages together and has a recent actual 
pattern of shortterm profit taking or
• it is a derivative that is not designated and effective as a hedging instrument
financial liabilities at fvtpl are stated at fair value with any resultant gain or loss recognised in profit or loss the net gain 
or loss recognised in profit or loss incorporates any interest paid on the financial liability fair value is determined in the 
manner described in note 2v
other financial liabilities
other financial liabilities including borrowings are initially measured at fair value net of transaction costs other financial 
liabilities are subsequently measured at amortised cost using the effective interest method with interest expense 
recognised on an effective yield basis the effective interest method is a method of calculating the amortised cost of a 
financial liability and of allocating interest expense over the relevant period the effective interest rate is the rate that 
exactly discounts estimated future cash payments through the expected life of the financial liability or where 
appropriate a shorter period
derecognition of financial liabilities
the group derecognises financial liabilities when and only when the group’s obligations are discharged cancelled or 
they expire
39
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
2 accounting policies continued 
derivative financial instruments
the group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest 
rates
the group uses foreign exchange forward contracts and interest rate swap contracts to manage these exposures  
the group does not hold or issue derivative financial instruments for speculative purposes
the use of financial derivatives is governed by the group’s policies approved by the board of directors on the use of 
financial derivatives
derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently 
remeasured to their fair value at each balance sheet date the resulting gain or loss is recognised in profit or loss 
immediately
a derivative is presented as a noncurrent asset or a noncurrent liability if the remaining maturity of the instrument is 
more than 12 months and it is not expected to be realised or settled within 12 months other derivatives are presented  
as current assets or current liabilities
derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when 
their risks and characteristics are not closely related to those of the host contracts and the host contracts are not 
measured at fair value with changes in fair value recognised in profit or loss
r sharebased payments
the group has applied the requirements of ifrs 2 sharebased payments in accordance with the transitional provisions 
ifrs 2 has been applied to all grants of equity instruments after 7 november 2002 that were unvested as of 1 october 
2005
the group issues equity settled sharebased payments to certain employees equity settled sharebased payments are 
measured at fair value excluding the effect of non marketbased vesting conditions at the date of grant the fair value 
determined at the grant date of the sharebased payment is expensed on a straightline basis over the vesting period 
based on the group’s estimate of shares that will eventually vest fair value is measured by use of the black scholes 
model 
the group provides employees with the ability to purchase the group’s ordinary shares at 80 of the current market 
value through the operation of its share save scheme the group records an expense based on its estimate of the 20 
discount related to shares expected to vest on a straightline basis over the vesting period
s trade payables
trade payables are initially measured at fair value and are subsequently measured at amortised cost using the effective 
interest rate method
t operating profit
operating profit is stated after charging restructuring costs but before property disposals investment income and 
finance costs
u provisions
provisions are recognised when the group has a present obligation as a result of a past event and it is probable that the 
group will be required to settle that obligation provisions are measured at the directors’ best estimate of the expenditure 
required to settle the obligation at the balance sheet date and are discounted to present value where the effect is 
material
v critical accounting judgements and key sources of estimation uncertainty
in the application of the group’s accounting policies which are described above the directors are required to make 
judgements estimates and assumptions about the carrying amounts of assets and liabilities that are not readily 
apparent from other sources the estimates and associated assumptions are based on historical experience and other 
factors that are considered to be relevant actual results may differ from these estimates
the estimates and underlying assumptions are reviewed on an ongoing basis revisions to accounting estimates are 
recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the 
revision and future periods if the revision affects both current and future periods
the following are the critical judgements apart from those involving estimations which are dealt with separately below 
that the directors have made in the process of applying the group’s accounting policies and that have the most 
significant effect on the amounts recognised in financial statements
management consider the detailed criteria for the recognition of revenue from the sale of goods set out in ias 18 
revenue and in particular whether the group has transferred to the buyer the significant risks and rewards of ownership 
of the goods and only recognise revenue where this is the case
40
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 2 accounting policies continued 
key sources of estimation uncertainty
the key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date 
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the 
next financial year are discussed below
impairment of goodwill
determining whether goodwill is impaired requires an estimation of the value in use of the cashgenerating units to which 
goodwill has been allocated the value in use calculation requires the group to estimate the future cash flows expected 
to arise from the cashgenerating unit and to discount by a suitable discount rate in order to calculate the present value 
the carrying amount of goodwill at the balance sheet date is £02 million 2008 £02 million 
impairment of property plant and equipment
during the period the group has undertaken a restructuring exercise resulting in the closure of 12 stores eight in the  
uk and four in the netherlands before their lease end dates as the fixtures and fittings within these stores cannot be 
reused in other locations within the group the carrying value of these assets has been fully provided for in the year 
additionally as part of an impairment review of all the remaining assets and liabilities of the dutch business including a 
sensitised analysis of forecasts by local management it was concluded that the fixtures and fittings in the remaining 
trading stores in holland would be unlikely to generate any positive future cash flows the group has therefore provided 
in full for these assets
the group is marketing for sale a former distribution centre and following detailed discussions with the marketing agent 
and taking into account any likely sale value the group has decided to impair the carrying value
onerous lease provisions
during the period as noted above the group has undertaken a restructuring exercise which has resulted in a number of 
stores being exited before their lease term has expired in respect of these leases the group has provided for what it 
considers to be the unavoidable costs prior to lease termination or sublease
fair value of derivatives and other financial instruments
as described above the directors use their judgement in selecting an appropriate valuation technique for financial 
instruments not quoted in an active market valuation techniques commonly used by market practitioners are applied 
such as discounted cash flows and assumptions regarding market volatility
tax
the directors are aware of the material impact that corporation tax has on the group accounts and therefore they 
ensure that the group continues to provide at a sufficient level for both current and deferred tax liabilities
3 revenue 
an analysis for the 52 week period of revenue is as follows
2009 
£’000
2008 
£’000
nontrade customers 165908 184107
trade customers 20153 23977
revenue from the sale of goods 186061 208084
interest received on interest rate swaps 79 347
interest receivable 255 645
total revenue 186395 209076
interest receivable represents gains on loans and receivables there are no other gains recognised in respect of loans 
and receivables
41
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
4 business segments
the group is currently organised into three retail operating divisions topps tiles topps and tile clearing house tch 
both based in the uk and topps floorstore holland these divisions are the basis on which the group reports its primary 
segment information
segmental revenue and operating profitloss before central costs by business activity were as follows
segmental information for the 52  
weeks to 26 september 2009
topps
£’000
tch
£’000
topps  
floorstore
£’000
consolidated
£’000
revenue 158643 20153 7265 186061
operating profitloss before central costs 20207 1625 4916 16916
head officedistribution centre costs 491
group operating profit 16425
other losses 349
finance costs fair value loss on interest rate derivatives and  
investment revenue 11 1 72
profit before taxation 4904
other information
topps
£’000
tch
£’000
topps  
floorstore
£’000
head office 
distribution 
centre
£’000
consolidated
£’000 
capital additions 1068 370 – 658 2096
depreciation 2869 689 324 759 4641
impairment losses recognised 209 610 2025 208 3052
balance sheet
segment assets 96718 7109 926 – 104753
unallocated corporate assets – – – 13123 13123
consolidated total assets 96718 7109 926 13123 91630
segment liabilities 1 7690 3059 2800 – 23549
unallocated corporate liabilities – – – 121363 121363
consolidated total liabilities 1 7690 3059 2800 121363 144912
unallocated corporate assets include the group’s overdraft which is presented net within cash and cash equivalents 
due to a legal right of offset between group entities
unallocated corporate liabilities comprise bank loans derivatives corporation and deferred tax liabilities and sundry 
head office creditors
segmental information for the  
52 weeks to 27 september 2008
topps
£’000
tch
£’000
topps  
floorstore
£’000
consolidated
£’000
revenue 1753 12 23977 8795 208084
operating profitloss before central costs 34353 3 11 2 758 36707
head officedistribution centre costs 2087
group operating profit 34620
other gains 877
finance costs fair value loss on interest rate derivatives and  
investment revenue 7 77 4
profit before taxation 27723
42
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 4 business segments continued 
other information
topps
£’000
tch
£’000
topps  
floorstore
£’000
head office 
distribution 
centre
£’000
consolidated
£’000 
capital additions 4260 651 401 1310 6622
goodwill impairment – – – 1 185 1 185
depreciation 2922 440 353 1077 4792
balance sheet
segment assets 75284 8833 4644 – 88761
unallocated corporate assets – – – 4252 4252
consolidated total assets 75284 8833 4644 4252 93013
segment liabilities 16897 5285 3749 – 25931
unallocated corporate liabilities – – – 122 195 122 195
consolidated total liabilities 16897 5285 3749 122 195 148126
5 exceptional items
during 2009 12 stores were closed before their lease end date as part of a restructuring exercise undertaken by the 
group as a result of this exercise management has identified a number of oneoff costs charged to the income 
statement in the 52 week period ended 26 september 2009 including onerous lease costs redundancy costs 
impairment of property plant and equipment and inventory and other oneoff store exit costs
2009 
£’000
2008 
£’000
impairment of goodwill – 1 185
impairment of property plant and equipment 3052 –
restructuring and other oneoff costs 2159 –
5211 1 185
6 profit before taxation
profit before taxation for the period has been arrived at after chargingcrediting
2009 
£’000
2008 
£’000
depreciation of property plant and equipment 4641 4792
impairment of property plant and equipment 3052 –
staff costs see note 7 40242 42574
impairment of goodwill – 1 185
operating lease rentals 20730 19861
cost of inventories recognised as expense 76080 77 735
net foreign exchange gain 25 32
analysis of auditors’ remuneration is provided below
2009 
£’000
2008 
£’000
audit services
 statutory audit of the company’s annual accounts 44 32
 audit of company’s subsidiaries pursuant to legislation 110 105
total audit fees 154 137
tax services
 compliance services 57 59
 advisory services 5 2
corporate finance services – business advice 175 –
other services 47 –
total nonaudit fees 284 61
438 198
a description of the work of the audit committee is set out on page 27 and includes an explanation of how auditor 
objectivity and independence is safeguarded when nonaudit services are provided by the auditors
43
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
7 staff costs
the average monthly number of employees including executive directors was
2009
number
employed
2008
number
employed
selling 1463 1553
administration 162 190
1625 1743
2009 
£’000
2008 
£’000
their aggregate remuneration comprised
wages and salaries including ltip 36570 38713
social security costs 3486 3666
other pension costs see note 29b 186 195
40242 42574
details of directors’ emoluments are disclosed on page 30
employee profit sharing of £53 million 2008 £65 million is included in the above and comprises sales commission and 
bonuses
8 other lossesgains
other losses in 2009 relate to the sale of two freehold properties and in 2008 the other gains relate to the sale of four 
freehold properties
9 investment revenue finance costs and fair value loss on interest rate derivatives
 
2009 
£’000
2008 
£’000
investment revenue
bank interest receivable and similar income 334 992
fair value gain on forward currency contracts 95 –
429 992
finance costs
interest on bank loans and overdrafts 5768 7 302
no finance costs are appropriate to be capitalised in the period or the prior period
interest on bank loans and overdrafts represent gains and losses on financial liabilities measured at amortised cost  
there are no other gains or losses recognised in respect of financial liabilities measured at amortised cost net losses  
from the movement in fair value on held for trading assets and liabilities derivative instruments were £5738000 2008 
£1464000 which include fair value losses on interest rate swaps of £5833000 2008 £1464000 and fair value gains on 
forward currency contracts of £95000 2008 £nil included within bank interest receivable and similar income is interest 
receivable on interest rate derivatives of £79000 2008 £347000
44
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 10 taxation
2009 
£’000
2008 
£’000
current tax – charge for the year 3441 9 711
current tax – adjustment in respect of previous periods 275 1209
deferred tax – charge for year note 21 102 434
deferred tax – adjustment in respect of previous periods note 21 86 16
3182 11370
corporation tax in the uk is calculated at 28 2008 29 of the estimated assessable profit for the year taxation for 
other jurisdictions is calculated at the rates prevailing in the respective jurisdictions
the charge for the year can be reconciled to the profit per the income statement as follows
2009 
£’000
2008 
£’000
profit before taxation 4904 27723
tax at the uk corporation tax rate of 28 2008 29 1373 8040
tax effect of expenses that are not deductible in determining taxable profit 277 604
tax effect of losses for which deferred tax is not recognised 1393 –
tax effect of iba release – 1129
tax effect of chargeable gain in excess oflower than profit on sale of freehold property 98 36
tax effect of different tax rates on overseas earnings – 29
tax effect of tangible fixed assets which do not qualify for capital allowances 402 379
tax effect of adjustment in respect of prior periods 361 1225
tax expense for the period 3182 11370
11 dividends
amounts recognised as distributions to equity holders in the period 
2009 
£’000
2008 
£’000
final dividend paid for the 52 weeks ended 27 september 2008 of 000p 2007 695p  
per ordinary share – 11860
interim dividend paid for the 26 weeks ended 28 march 2009 of 000p 2008 300p – 5 11 7
under provision in respect of the prior period final dividend – 45
– 1 7 022
proposed final dividend for the 52 weeks ended 26 september 2009 of 000p 2008 000p  
per share – –
45
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
12 earnings per share
the calculation of earnings per share is based on the earnings for the financial period attributable to equity shareholders 
and the weighted average number of ordinary shares as follows
2009
number  
of shares
2008
number  
of shares
weighted average number of shares
for basic earnings per share 171092342 171008982
weighted average number of shares under option 1936826 17593 1
for diluted earnings per share 173029168 171 184913
the calculation of adjusted earnings per share uses the same denominators as shown above for both basic and diluted 
earnings per share the adjusted earnings figure is calculated as follows
2009 
£’000
2008 
£’000
profit after tax for the period 1722 16353
post tax effect of
goodwill impairment – 1 185
impairment of property plant and equipment 3052 –
interest rate derivative charge 4199 1039
withdrawal of industrial buildings allowance – 1129
property disposal lossgain 349 624
restructuring and other oneoff costs 2005 –
adjusted profit after tax for the period 11327 19082
13 goodwill
£’000
cost at 1 october 2007 1430
impairment of goodwill in the prior period 1 185
cost and carrying value at 27 september 2008 and 26 september 2009 245
the balance of goodwill remaining is the carrying value that arose on the acquisition of surface coatings ltd in 1998
the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be 
impaired goodwill is allocated to the tch segment
the recoverable amounts are determined from value in use calculations the key assumptions for the value in use 
calculations are those regarding the discount rates growth rates and expected changes to selling prices and direct 
costs during the period management estimates discount rates based on the group’s weighted average cost of capital 
the growth rates are based on industry growth forecasts changes in selling prices and direct costs are based on past 
practices and expectations of future changes in the market discounted cash flows are calculated using a post tax rate 
of 58 2008 58
the group prepares cash flow forecasts derived from the most recent financial budgets approved by management for 
the next five years and extrapolates cash flows for the following five years based on an estimated growth rate of 2 
2008 2 this rate does not exceed the average longterm growth rate for the relevant markets
as a result of the annual test of impairment of goodwill no impairment has been identified for the current period in the 
prior period the directors decided that an impairment of the goodwill relating to the dutch operation was required  
the review of the business valuation took into account the operating loss in the prior period of £758000 and local 
management’s internal budgets and expectations for the next five years as a result of this it was considered that a 
business valuation could not support the carrying value of the goodwill that arose on acquisition therefore the group 
impaired the full carrying value of goodwill relating to the acquisition of topps holding bv 
46
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 14 property plant and equipment
land and buildings
freehold
£’000
short
leasehold
£’000
fixtures
and
fittings
£’000
motor
vehicles
£’000
total
£’000
cost
at 1 october 2007 18522 1766 39659 342 60289
foreign exchange movement 142 16 373 3 534
additions 1231 60 53 11 20 6622
disposals 3247 – 1740 22 5009
at 28 september 2008 16648 1842 43603 343 62436
foreign exchange movement – – – 21 21
additions 618 – 1438 40 2096
disposals 2412 – 1322 198 3932
at 26 september 2009 14854 1842 43719 206 60621
accumulated depreciation and impairment
at 1 october 2007 856 1004 16494 84 18438
foreign exchange movement 9 10 169 1 189
charge for the period 281 131 4307 73 4792
eliminated on disposals 124 – 1233 12 1369
at 28 september 2008 1022 1145 19737 146 22050
foreign exchange movement – – – 13 13
charge for the period 246 125 4227 43 4641
provision for impairment 208 – 2844 – 3052
eliminated on disposals 98 – 1523 98 1719
at 26 september 2009 1378 1270 25285 104 28037
carrying amount
at 26 september 2009 13476 572 18434 102 32584
at 27 september 2008 15626 697 23866 197 40386
freehold land and buildings include £4104000 of land 2008 £4104000 on which no depreciation has been charged 
in the current period
cumulative finance costs capitalised included in the cost of tangible fixed assets amount to £nil 2008 £nil see note 9 
for further details
the group has no contractual commitments for the acquisition of property plant and equipment 2008 £nil
during the period the group has undertaken a restructuring exercise resulting in the closure of 12 stores eight in the  
uk and four in the netherlands before their lease end dates as the fixtures and fittings within these stores cannot be 
reused in other locations within the group the carrying value of these assets has been fully provided for in the year with 
the associated impairment charge included within other operating expenses additionally the group as part of an 
impairment review of all the remaining assets and liabilities of the dutch business including a sensitised analysis of 
forecasts by local management concluded that the fixtures and fittings in the remaining trading stores in holland would 
be unlikely to generate any positive future cash flows and therefore the group has also provided in full for these assets
the group is marketing for sale a former distribution centre and following detailed discussions with the marketing agent 
and taking into account any likely sale value the group has decided to impair the carrying value
47
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
15 subsidiaries
a list of the significant subsidiaries including the name country of incorporation and proportion of ownership interest is 
given in note 3 to the company’s separate financial statements
16 trade and other receivables
2009 
£’000
2008 
£’000
amounts falling due within one year
amounts receivable for the sale of goods 655 493
other debtors and prepayments
–rent and rates 1438 4693
–derivative financial instruments 49 165
–other 1963 2558
4105 7909
the directors consider that the carrying amount of trade and other receivables at 26 september 2009 and 27 september 
2008 approximates to their fair value on the basis of discounted cash flow analysis
credit risk
the group’s principal financial assets are bank balances and cash and trade receivables
the group considers that it has no significant concentration of credit risk the majority of sales in the business are cash 
based sales in the stores
total trade receivables net of allowances held by the group at 26 september 2009 amounted to £07 million 2008  
£05 million these amounts mainly relate to insurance generated sales sundry trade accounts and contracts division 
generated sales in relation to these sales the average credit period taken is 65 days 2008 94 days and no interest is 
charged on the receivables trade receivables between 60 days and 120 days are provided for based on estimated 
irrecoverable amounts from the sale of goods determined by reference to past default experience
before accepting any new customer the group uses an external credit scoring system to assess the potential customer’s 
credit quality and defines credit limits by customer limits and scoring attributed to customers are reviewed periodically 
of the trade receivables balance at the end of the year £1 12000 2008 £137000 is due from independent inspections 
the group’s largest customer 
included in the group’s trade receivable balance are debtors with a carrying amount of £64000 2008 £228000 which 
are past due at the reporting date for which the group has not provided as there has not been a significant change in 
credit quality and the amounts are still considered recoverable the group does not hold any collateral over these 
balances the average age of these receivables is 134 days 2008 200 days however this ageing is distorted by one 
account of £21000 2008 £6000 which is overdue by 154 days 2008 1092 days
ageing of past due but not impaired receivables
2009 
£’000
2008 
£’000
60–120 days 64 228
the allowance for doubtful debts was £5000 at the beginning and end of the period 2008 £5000 given the minimal 
receivable balance the directors believe that there is no further credit provision required in excess of the allowance for 
doubtful debts
the allowance for doubtful debts includes £2000 relating to individually impaired trade receivables 2008 £nil which 
have been placed under liquidation 
48
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 17 cash and cash equivalents
cash and cash equivalents comprise cash held by the group and shortterm bank deposits with associated right of set 
off with an original maturity of three months or less the carrying amount of these assets approximates their fair value  
a breakdown of significant bank and cash balances by currency is as follows
2009 
£’000
2008 
£’000
sterling 24196 13906
us dollar 2901 316
euro 173 245
total cash and cash equivalents 27270 13977
18 other financial liabilities
trade and other payables
2009 
£’000
2008 
£’000
amounts falling due within one year
trade payables 14577 15373
other payables 8493 7 339
accruals and deferred income 7599 7 249
30669 29961
trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs  
the average credit period taken for trade purchases is 46 days 2008 48 days no interest is charged on these payables 
the directors consider that the carrying amount of trade payables at 26 september 2009 and 27 september 2008 
approximates to their fair value on the basis of discounted cash flow analysis
19 bank loans
2009 
£’000
2008 
£’000
bank loans all sterling 97962 105213
the borrowings are repayable as follows
on demand or within one year 7500 7 500
in the second year 7500 7 500
in the third to fifth year 83500 91000
98500 106000
less total unamortised issue costs 538 787
97962 105213
less amount due for settlement within 12 months shown under current liabilities 7500 7 500
issue costs to be amortised within 12 months 250 250
amount due for settlement after 12 months 90712 97963 
the directors consider that the carrying amount of the bank loan at 26 september 2009 and 27 september 2008 
approximates to its fair value since the amounts relate to floating rate debt
49
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
19 bank loans continued
the average weighted interest rates paid on the loan were as follows
2009 

2008 

loans 3 9011 64658
the group borrowings are arranged at floating rates thus exposing the group to cash flow interest rate risk
whilst the interest charge on the loan has fallen compared to the prior period the group has seen limited benefit due to 
the interest rate derivatives which negate the majority of any impact on the interest rate movement
the group has one principal bank loan of £1 16 million taken out on 1 august 2006 during the prior period the banking 
facilities were renegotiated with a relaxation of both covenants associated with the debt repayments commenced on 
28 july 2007 and will continue for an extended period until 28 jan 2012 there was an arrangement fee of £05 million 
associated with the original loan agreement which is being amortised over the original period of the facility an 
additional fee of £05 million was incurred in the prior period on renegotiation of the loan this fee is being amortised  
over the remaining period of the facility the loan is secured by upstream guarantees provided by certain subsidiaries 
the libor margin shall be adjusted between 15 and 275 dependent on the group’s level of compliance with a  
net debt to ebitda covenant
at 26 september 2009 the group had available £5 million 2008 £5 million of undrawn committed banking facilities
20 financial instruments
capital risk management
the group manages its capital to ensure that entities in the group will be able to continue as a going concern while 
maximising the return to stakeholders through the optimisation of the debt and equity balance the capital structure of 
the group consists of debt which includes the borrowings disclosed in note 19 cash and cash equivalents disclosed in 
note 17 and equity attributable to equity holders of the parent comprising issued capital reserves and retained earnings 
as disclosed in notes 22 to 28
significant accounting policies
details of the significant accounting policies and methods adopted including the criteria for recognition the basis of 
measurement and the basis on which income and expenses are recognised in respect of each class of financial asset 
financial liability and equity instrument are disclosed in note 2q to the financial statements
categories of financial instruments
 
carrying value and fair value
2009 
£’000
2008 
£’000
financial assets
held for trading 49 165
loans and receivables including cash and cash equivalents 31326 21721
financial liabilities
held for trading 7826 2 110
amortised cost 128631 1351 7 4
the group considers itself to be exposed to risks on financial instruments including market risk including currency risk 
credit risk liquidity risk and cash flow interest rate risk 
the group seeks to minimise the effects of these risks by using derivative financial instruments to hedge these risk 
exposures economically the use of financial derivatives is governed by the group’s policies approved by the board of 
directors which provide written principles on foreign exchange risk interest rate risk credit risk the use of financial 
derivatives and nonderivative financial instruments and the investment of excess liquidity the group does not enter  
into or trade financial instruments including derivative financial instruments for speculative purposes 
market risks
the group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest 
rates the group enters into a variety of derivative financial instruments to manage its exposure to interest rate and 
foreign currency risk including 
•  forward foreign exchange contracts to hedge the exchange rate risk arising on the import of goods from south 
america and china and 
• interest rate swaps and collars to mitigate the risk of movements in interest rates
50
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 20 financial instruments continued
foreign currency risk management
the group undertakes certain transactions denominated in foreign currencies hence exposures to exchange rate 
fluctuations arise exchange rate exposures are managed within approved policy parameters utilising forward foreign 
exchange contracts 
the carrying amounts of the group’s foreign currency denominated monetary assets and monetary liabilities at the 
reporting date are as follows
assets liabilities
2009 
£’000
2008 
£’000
2009 
£’000
2008 
£’000
euro 3064 1471 4546 5278
us dollar 2923 3 17 344 323
foreign currency sensitivity analysis 
the group is mainly exposed to the currency of the netherlands euro currency and the currency of china and brazil  
us dollar currency and stock purchases from various european countries euro the following table details the group’s 
sensitivity to a 10 increase and decrease in the sterling against the relevant foreign currencies 10 represents 
management’s assessment of the reasonably possible change in foreign exchange rates the sensitivity analysis includes 
only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10 
change in foreign currency rates the sensitivity analysis includes external loans as well as loans to foreign operations 
within the group where the denomination of the loan is in a currency other than the currency of the lender or the 
borrower a positive number below indicates an increase in profit and other equity where sterling strengthens 10 
against the relevant currency for a 10 weakening of sterling against the relevant currency there would be an equal 
and opposite impact on the profit and other equity and the balances below would be negative
2009 
£’000
2008 
£0’00
profit or loss movement on a 10 strengthening in sterling against the euro 135 479
profit or loss movement on a 10 strengthening in sterling against the us dollar 234 1
currency derivatives
the group utilises currency derivatives to hedge significant future transactions and cash flows the group uses foreign 
currency forward contracts in the management of its exchange rate exposures the contracts are denominated in  
us dollars and euros
at the balance sheet date the total notional amount of outstanding forward foreign exchange contracts that the group 
has committed to are as below
2009 
£’000
2008 
£’000
forward foreign exchange contracts 512 400
these arrangements are designed to address significant exchange exposures for the first half of 2009 and are renewed 
on a revolving basis as required
at 26 september 2009 the fair value of the group’s currency derivatives is a £30000 asset 2008 a liability of £65000 
these amounts are based on market value of equivalent instruments at the balance sheet date
gains of £95000 are included in operating profit in the year 2008 gains of £189000
interest rate risk management
the group is exposed to interest rate risk as entities in the group borrow funds at floating interest rates the risk is 
managed by the group by maintaining an appropriate mix between fixed and floating rate borrowings by the use of 
interest rate swap contracts and collars the group’s exposures to interest rates on financial assets and financial liabilities 
are detailed in the liquidity risk management section of this note
interest rate sensitivity analysis
the sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and 
nonderivative instruments at the balance sheet date for floating rate liabilities the analysis is prepared assuming the 
amount of liability outstanding at balance sheet date was outstanding for the whole year a 50 basis points increase or 
decrease is used when reporting interest rate risk internally to key management personnel and represents 
management’s assessment of the possible change in interest rates
51
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
20 financial instruments continued
if interest rates had been 50 basis points higherlower and all other variables were held constant the group’s profit would 
be impacted as follows
50 basis points  
increase in interest rates
50 basis points  
decrease in interest rates
2009 
£’000
2008 
£’000
2009 
£’000
2008 
£’000
profit or loss 1248 558 1219 3208
the group’s sensitivity to interest rates mainly relates to the interest rate derivatives
interest rate derivatives
the group uses interest rate derivatives to manage its exposure to interest rate movements on its bank borrowings 
the group’s interest rate derivatives comprise
• 5 year interest rate cap with a notional value of £20 million with interest capped at 6
•  5 year interest rate swap with a notional value of £20 million paying interest at a fixed rate of 563
•  10 year cancellable collar with a maximum notional value of £60 million with a cap of 56 and a floor of 449  
the interest rate within this range is libor less 04 where libor falls below the floor the interest rate resets to a fixed 
level of 555 
the fair value liability of the swaps entered into at 26 september 2009 is estimated at £7777000 2008 £1945000 
amounts of £5833000 have been charged to the income statement in the period 2008 £1464000
credit risk management
credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the 
group management has considered the counterparty risk associated with the cash and derivative balances and  
do not consider there to be a material risk the group has a policy of only dealing with creditworthy counterparties  
the group’s exposure to its counterparties is reviewed periodically trade receivables are minimal consisting of a number 
of insurance companies and sundry trade accounts further information is provided in note 16 
the carrying amount of financial assets recorded in the financial statements which is net of impairment losses represents 
the group’s maximum exposure to credit risk without taking account of the value of any collateral obtained
liquidity risk management
ultimate responsibility for liquidity risk management rests with the board of directors the group manages liquidity risk by 
maintaining adequate reserves banking facilities and reserve borrowing facilities by continuously monitoring forecast 
and actual cash flows and matching the maturity profiles of financial assets and liabilities included in note 19 is a 
description of additional undrawn facilities that the group has at its disposal to reduce liquidity risk further
liquidity and interest risk tables
the following tables detail the group’s remaining contractual maturity for its nonderivative financial liabilities the tables 
have been drawn up based on the undiscounted cash flows and on the assumption that the variable interest rate 
remains constant at the latest fixing level of 259450 2008 74536 of financial liabilities based on the earliest date on 
which the group can be required to pay the table includes both interest and principal cash flows
2009
less than  
1 month 
£’000
1–3 months 
£’000
3 months  
to 1 year 
£’000
1–5 years 
£’000
5 years 
£’000
total 
£’000
noninterest bearing 30669 – – – – 30669
variable interest rate instruments – 722 9564 94204 – 104490
      
2008
less than  
1 month 
£’000
1–3 months 
£’000
3 months  
to 1 year 
£’000
1–5 years 
£’000
5 years 
£’000
total 
£’000
noninterest bearing 29961 – – – – 29961
variable interest rate instruments – 3190 12553 114863 – 130606
the group has access to financing facilities of which the total unused amount is £5 million at the balance sheet date 
2008 £5 million the group expects to meet its other obligations from operating cash flows and proceeds of maturing 
financial assets the group expects to continue to reduce its debt to equity ratio which is currently 185 2008 192
the following table details the group’s liquidity analysis for its derivative financial instruments the table has been drawn 
up based on the undiscounted net cash inflowsoutflows on the derivative instruments that settle on a net basis and the 
undiscounted gross inflows and outflows on those derivatives that require gross settlement when the amount payable 
or receivable is not fixed the amount disclosed has been determined by reference to the projected interest and foreign 
currency rates as illustrated by the yield curves existing at the reporting date
52
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 20 financial instruments continued
2009
less than  
1 month 
£’000
1–3 months 
£’000
3 months  
to 1 year 
£’000
1–5 years 
£’000
5 years 
£’000
total 
£’000
interest rate swaps payments – 702 1926 4776 2331 9735
foreign exchange forward contracts 
payments 512 – – – – 512
foreign exchange forward contracts 
receipts 548 – – – – 548
2008
less than  
1 month 
£’000
1–3 months 
£’000
3 months  
to 1 year 
£’000
1–5 years 
£’000
5 years 
£’000
total 
£’000
interest rate swaps payments – – 679 2462 – 3141
foreign exchange forward contracts 
payments 400 – – – – 400
interest rate swaps receipts 18 58 – – – 77
foreign exchange forward contracts 
receipts 338 – – – – 338
fair value of financial instruments
the fair values of financial assets and financial liabilities are determined as follows
•  foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived  
from quoted interest rates matching maturities of the contracts
•  interest rate swaps are measured at the present value of future cash flows estimated and discounted based on the 
applicable yield curves derived from quoted interest rates
•  interest rate collars are measured using applicable yield curves derived from quoted interest rates and market 
volatilities
21 provisions for liabilities and charges
restructuring 
provision 
£’000
dilapidations 
provision 
£’000
total 
£’000
at 1 october 2007 and 28 september 2008 – – –
additional provision in the period 873 178 1051
at 26 september 2009 873 178 1051
the restructuring provision relates to estimated future unavoidable lease costs in respect of closed and nontrading 
stores the provision is expected to be utilised over the following two financial periods the dilapidations provision 
represents management’s best estimate of the group’s liability under its property lease arrangements based on past 
experience and is expected to be utilised within one year
the following are the major deferred tax liabilitiesassets recognised by the group and movements thereon during the 
current and prior reporting period
accelerated tax 
depreciation 
£’000
tax 
losses 
£’000
sharebased 
payments 
£’000
exchange rate 
differences 
£’000
interest rate 
hedging 
£’000
rent free 
£’000
total 
£’000
at 1 october 2007 1945 – 557 70 135 121 1062
chargecredit to income 1109 215 28 74 410 80 450
share options exercised in 
the period – – 147 – – – 147
charge to equity – – 305 – – – 305
at 28 september 2008 3054 215 133 4 545 201 1964
chargecredit to income 633 215 23 5 282 124 16
credit to equity – – 103 – – – 103
at 26 september 2009 2421 – 213 9 263 77 1877
at the balance sheet date the group has unused tax losses of £5700000 2008 £800000 in relation to the dutch 
entities no deferred tax asset has been recognised in respect of these losses as management are currently investigating 
their ability to utilise them
53
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
22 calledup share capital
2009 
£’000
2008 
£’000
authorised 240000000 2008 240000000 ordinary shares of 333p each 2008 333p 8000 8000
authorised 37000000 2008 37000000 redeemable b shares of £054 each 19980 19980
authorised 124890948 2008 124890948 irredeemable c shares of £0001 each 125 125
28105 28105
issued and fullypaid 171093021 2008 171092506 ordinary shares of 333p each  
2008 333p 5703 5703
total 5703 5703
during the period the group allotted 515 2008 512570 ordinary shares with a nominal value of £17 2008 £17000 under 
share option schemes for an aggregate cash consideration of £330 2008 £337000
23 share premium
2009 
£’000
2008 
£’000
at start of period 1001 681
premium on issue of new shares – 320
at end of period 1001 1001
24 merger reserve
2009 
£’000
2008 
£’000
at start and end of period 240 240
the merger reserve arose on the issue of share capital as consideration for the acquisition of topps tiles holdings bv
25 sharebased payment reserve
2009 
£’000
2008 
£’000
at start of period 322 222
share option creditcharge 82 100
at end of period 240 322
26 capital redemption reserve
2009 
£’000
2008 
£’000
at start and end of period 20359 20359
the capital redemption reserve arose on the cancellation of treasury shares and as a result of a share reorganisation  
in 2006
27 foreign exchange reserve
2009 
£’000
2008 
£’000
at start of period 248 –
exchange differences on consolidation of overseas operations 88 248
at end of period 336 248
54
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 28 retained earnings
£’000
at 1 october 2007 82012
dividends paid 1 7 022
deferred tax on sharesave scheme taken directly to equity 305
net profit for the period 16353
at 27 september 2008 82986
dividends paid –
deferred tax on sharesave scheme taken directly to equity 103
net profit for the period 1722
at 26 september 2009 81161
29 financial commitments
a capital commitments
at the end of the period there were no capital commitments contracted 2008 £nil
b pension arrangements
the group operates separate defined contribution pension schemes for employees the assets of the schemes are held 
separately from those of the group in independently administered funds the pension cost charge represents 
contributions payable by the group to the funds and amounted to £186000 2008 £195000
c lease commitments
the group has entered into noncancellable operating leases in respect of motor vehicles equipment and land and 
buildings
minimum lease payments under operating leases recognised as an expense for the period were £20730000 which 
includes property service charges of £542000 2008 £19861000 including property service charges of £593000 
at the balance sheet date the group had outstanding commitments for future minimum lease payments under  
noncancellable operating leases which fall due as follows
2009 2008
land and 
buildings 
£’000
other 
£’000
land and 
buildings 
£’000
other 
£’000
– within 1 year 1 7 124 881 1 7  953 1021
– within 2–5 years 57 497 1478 60203 1519
– after 5 years 60396 193 66 116 104
135017 2552 144272 2644
operating lease payments primarily represent rentals payable by the group for certain of its office and store properties 
leases are negotiated for an average term of 15 years and rentals are fixed for an average of 5 years 2008 same
30 share–based payments
the group operates two share option schemes in relation to group employees 
equity settled share option scheme
options are exercisable at the middle market closing price for the working day prior to the date of grant and are 
exercisable 3 years from the date of grant if the employee is still employed by the group at that date
details of the share options outstanding during the period are as follows
date of grant
option price 
p
exercisable 
period
no of options outstanding
2009 2008
26 january 2001 054p 7 years 81520 108520
12 february 2002 054p 7 years 40779 40779
122299 149299
55
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
30 sharebased payments continued
movements in share options are summarised as follows
2009 
number of 
share options
2009  
weighted 
average 
exercise price 
£
2008 
number of  
share options
2008  
weighted 
average 
exercise price 
£
outstanding at beginning of period 149299 054 392790 054
exercised during the period – – 243491 054
expired during the period 27 000 054 – –
outstanding at end of period 122299 054 149299 054
exercisable at end of period 122299 054 149299 054
the options outstanding at 26 september 2009 had a weighted averaged exercise price of 54 pence 2008 54 pence 
and a weighted average remaining contractual life of two years 2008 three years
other sharebased payment plans
the employee share purchase plans are open to almost all employees and provide for a purchase price equal to the 
daily average market price on the date of grant less 20 the shares can be purchased during a twoweek period each 
financial period the shares so purchased are generally placed in the employee share savings plan for a 3 or 5 year 
period
movements in sharebased payment plan options are summarised as follows
2009 
number of 
share options
2009  
weighted 
average 
exercise price
2008 
number of 
share options
2008  
weighted 
average 
exercise price
outstanding at beginning of period 717635 135p 913701 129p
issued during the period 5963943 17p 376805 131p
expired during the period 706795 135p 303792 129p
exercised during the period – – 269079 76p
outstanding at end of period 5974783 19p 71 7 635 135p
exercisable at end of period 5974783 19p 71 7 635 135p
during the period ended 26 september 2009 the eligible purchase period fell between 19 february 2009 to 9 march 
2009 when the average share price was 218 pence resulting in a high employee take up
the group recognised a total income of £82000 2008 £100000 expense relating to sharebased payments
the inputs to the blackscholes model are as follows
2009 2008
weighted average share price  – pence 243 1400
weighted average exercise price – pence 194 11 20
expected volatility  –  11 46 882
expected life  – years 3 or 5 3 or 5
risk – free rate of interest  –  29 45
dividend yield  –  47 46
expected volatility was determined by calculating the historical volatility of the group’s share price over the 200809 
financial period 2008 200708 financial period the expected risk used in the model has been adjusted based on 
management’s best estimate for the effects of nontransferability exercise restrictions and behavioural forces
56
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information 31 related party transactions
skm williams has the nonstatutory role of president advising on property matters and is a related party by virtue of his 
1 14 shareholding 19503950 ordinary shares in the group’s issued share capital 
at 26 september 2009 skm williams was the landlord of two properties leased to multi tile limited a trading subsidiary 
of topps tiles plc for £84000 2008 £66000 per annum
no amounts were outstanding at 26 september 2009 2008 £nil
the lease agreements on both properties are operated on commercial arms length terms his salary for the year in his 
role as president was £40000 2008 £40000
transactions between the company and its subsidiaries which are related parties have been eliminated on 
consolidation and are not disclosed in this note 
the remuneration of the board of directors who are considered key management personnel of the group was  
£10 million 2008 £11 million further information about the remuneration of the individual directors is provided in  
the remuneration report on pages 28 to 30
57
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information independent auditors’ report to the members of 
topps tiles plc
we have audited the parent company financial statements of topps tiles plc for the period ended 26 september 2009 
which comprise the balance sheet and the related notes 1 to 7  the financial reporting framework that has been applied 
in their preparation is applicable law and united kingdom accounting standards united kingdom generally accepted 
accounting practice
this report is made solely to the company’s members as a body in accordance with sections 495 496 and 497 of the 
companies act 2006 our audit work has been undertaken so that we might state to the company’s members those 
matters we are required to state to them in an auditors’ report and for no other purpose to the fullest extent permitted by 
law we do not accept or assume responsibility to anyone other than the company and the company’s members as a 
body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
as explained more fully in the directors’ responsibilities statement the directors are responsible for the preparation of the 
parent company financial statements and for being satisfied that they give a true and fair view our responsibility is to 
audit the parent company financial statements in accordance with applicable law and international standards on 
auditing uk and ireland those standards require us to comply with the auditing practices board’s apb’s ethical 
standards for auditors
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or 
error this includes an assessment of whether the accounting policies are appropriate to the parent company’s 
circumstances and have been consistently applied and adequately disclosed the reasonableness of significant 
accounting estimates made by the directors and the overall presentation of the financial statements
opinion on financial statements
in our opinion the parent company financial statements
• give a true and fair view of the state of the parent company’s affairs as at 26 september 2009
• have been properly prepared in accordance with united kingdom generally accepted accounting practice and
• have been prepared in accordance with the requirements of the companies act 2006
opinion on other matters prescribed by the companies act 2006
in our opinion
•  the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the 
companies act 2006 and
•  the information given in the directors’ report for the financial period for which the financial statements are prepared is 
consistent with the parent company financial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following matters where the companies act 2006 requires us to report to you 
if in our opinion
•  adequate accounting records have not been kept by the parent company or returns adequate for our audit have not 
been received from branches not visited by us or
•  the parent company financial statements and the part of the directors’ remuneration report to be audited are not in 
agreement with the accounting records and returns or
• certain disclosures of directors’ remuneration specified by law are not made or
• we have not received all the information and explanations we require for our audit
other matter
we have reported separately on the group financial statements of topps tiles plc for the period ended  
26 september 2009
sharon fraser senior statutory auditor
for and on behalf of deloitte llp  
chartered accountants and statutory auditors  
manchester united kingdom
23 november 2009
58
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes
2009  
£’000
2008 
£’000
fixed assets
investments 3 2763 4497
2763 4497
current assets
debtors due within one year 4 1710 26
debtors due after one year 4 221200 221200
cash at bank and in hand 12655 18243
235565 239469
creditors amounts falling due within one year 5 1161 2286
net current assets 234404 237  183
net assets 237 167 241680
capital and reserves
calledup share capital 6 5703 5703
share premium 7 1001 1001
sharebased payment reserve 7 240 322
merger reserve 7 639 639
capital redemption reserve 7 20359 20359
other reserve 7 6200 6200
profit and loss account 7 203025 207 456
equity shareholders’ funds 237 167 241680
the financial statements were approved by the board of directors on 23 november 2009 and signed on its behalf by
m t m williams
director 
r parker 
director
 
company balance sheet 
as at 26 september 2009
59
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the company financial statements
for the 52 week period ended 26 september 2009
1 basis of accounting
the separate financial statements of the company are presented as required by the companies act 2006 they have 
been prepared under the historical cost convention and in accordance with united kingdom accounting standards 
and law
the principal accounting policies are summarised below they have all been applied consistently throughout the year 
and the preceding year
the company issues equity settled sharebased payments to certain employees equity settled sharebased payments 
are measured at fair value at the date of grant the credit subtracted from the cost of investment in those subsidiaries 
whose employees receive the benefit of the share options is £82000 2008 charge of £100000
fixed asset investments are shown at cost less provision for impairment
the company has taken advantage of the exemption in frs 8 from disclosing transactions with other members of the 
group and the exemption in frs 29 for making disclosures relating to financial instruments 
2 profit for the year
as permitted by section 408 of the companies act 2006 the company has elected not to present its own profit and loss 
account for the year topps tiles plc reported a retained loss for the financial period ended 26 september 2009 of 
£4432000 2008 £8972000 loss
the auditors’ remuneration for services to the company was £44000 for audit related work 2008 £32000 for audit 
related work fees relating to nonaudit work totalled £222000 2008 £nil see note 6 to the group financial statements 
for further details
the company had no other employees other than the directors 2008 same whose remuneration is detailed on  
page 30
3 fixed asset investments
shares 
£’000
at 28 september 2008 4497
movement in share options granted to employees 82
impairment of investment in topps tiles holdings bv 1652
at 26 september 2009 2763
the company has investments in the following subsidiaries which principally affected the profits or net assets of the 
group to avoid a statement of excessive length details of investments which are not significant have been omitted
subsidiary undertaking
 of issued  
shares held principal activity
topalpha limited 100 property management and investment
multi tile limited 100 retail and wholesale of ceramic tiles wood flooring and related products
topps tiles holdings 100 intermediate holding company
topps tiles uk limited 100 retail and wholesale of ceramic tiles wood flooring and related products
topps tiles distribution ltd 100 wholesale and distribution of ceramic tiles wood flooring and related 
products
topps tiles holdings bv 100 retail and wholesale of ceramic tiles wood flooring and related products
held directly by topps tiles plc
the investments are represented by ordinary shares
all undertakings are incorporated in great britain and are registered and operate in england and wales except for topps 
tiles holland bv and topps tiles holdings bv which are registered and incorporated in the netherlands
4 debtors
2009 
£’000
2008 
£’000
amounts falling due within one year
amounts owed by subsidiary undertakings 1677 –
prepayments and accrued income 33 26
1710 26
amounts falling due after one year
amounts owed by subsidiary undertaking 221200 221200
60
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notes to the financial statements continued
for the 52 week period ended 26 september 2009
5 creditors amounts falling due within one year
2009 
£’000
2008 
£’000
trade and other creditors 61 8
amounts owed to subsidiary undertakings 240 1863
accruals and deferred income 860 415
1161 2286
6 calledup share capital
2009 
£’000
2008 
£’000
authorised 240000000 2008 24000000 ordinary shares of 333p each 2008 333p 8000 8000
authorised 37000000 2008 37000000 redeemable b shares of £054 each 19980 19980
authorised 124890948 2008 124890948 irredeemable c shares of £0001 each 125 125
28105 28105
issued and fullypaid 171093021 2008 171092506 ordinary shares of 333p each  
2008 333p 5703 5703
during the period the group allotted 515 2008 512570 ordinary shares with a nominal value of £17 2008 £17000 under 
share option schemes for an aggregate cash consideration of £330 2008 £337000
7 reserves
company
share 
premium 
£’000
sharebased 
payment 
reserve 
£’000
merger 
reserve 
£’000
capital 
redemption 
reserve 
£’000
other 
reserves 
£’000
profit 
and loss 
account 
£’000
at 28 september 2008 1001 322 639 20359 6200 207 456
sharebased payment reserve movement – 82 – – – –
loss for the period – – – – – 4431
at 26 september 2009 1001 240 639 20359 6200 203025
at 26 september 2009 the directors consider the other reserve of £6200000 to remain nondistributable 
the directors consider the profit and loss account reserves not to be distributable at 26 september 2009 due to 
£203106000 arising on an unrealised gain on the intragroup disposal of subsidiary companies
61
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information five year record
unaudited
52 weeks 
ended 
1 october 
2005 
£’000
52 weeks 
ended 
30 september 
2006 
£’000
52 weeks 
ended 
29 september 
2007 
£’000
52 weeks 
ended 
27 september 
2008 
£’000
52 weeks 
ended 
26 september 
2009 
£’000
group revenue 173326 180 180 207898 208084 186061
group operating profit 36822 38869 44342 34620 16425
profit before taxation 39191 39064 37833 27723 4904
shareholders’ fundsdeficit 52230 63600 54824 55 11 3 53282
basic earnings per share 1333p 1280p 1509p 956p 101p
dividend per share 950p 1040p 1070p 300p –
dividend cover 141 141 141 319 –
average number of employees 1513 1582 1722 1743 1625
share price period end 1720p 2590p 1968p 5825p 9441p
62
topps tiles plc 
annual report and financial statements 2009
review of the business
governance
financial statements
other information notice of annual general meeting
notice is hereby given that the annual general meeting of topps tiles plc the “company” will be held at topps tiles 
plc thorpe way grove park enderby leicestershire le19 1su on 12 january 2010 at 1030am for the following purposes
ordinary business
1 to receive and adopt the company’s annual report and financial statements for the financial period ended  
26 september 2009 together with the last directors’ report the last directors’ remuneration report and the  
auditors’ report on those accounts and the auditable part of the directors’ remuneration report
2 to reelect barry bester as a director of the company
3 to reelect robert parker as a director of the company
4 to reelect the rt hon michael jack as a director of the company
5 to reappoint deloitte llp formerly deloitte  touche llp as auditors to hold office from the conclusion of the 
meeting to the conclusion of the next meeting at which the annual report and financial statements are laid before 
the company at a remuneration to be determined by the directors
6 to approve the directors’ remuneration report for the financial period ended 26 september 2009 as set out in the 
annual report and financial statements for that period
special business
to consider and if thought fit to pass the resolutions set out below which in the case of resolution 7 will be proposed as 
an ordinary resolution and in the case of resolutions 8 to 12 will be proposed as special resolutions
7  that the directors of the company be generally and unconditionally authorised for the purposes of and pursuant to 
section 551 of the companies act 2006 the “2006 act” to allot relevant securities as defined in the explanatory 
notes to this resolution up to an aggregate nominal amount of £1897233 provided that this authority shall unless 
renewed varied or revoked by the company expire 15 months from the passing of this resolution or if earlier on the 
date of the next annual general meeting of the company save that the company may before such expiry make 
offers or agreements which would or might require relevant securities to be allotted and the directors may allot 
relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this 
resolution has expired
8 that subject to the passing of resolution 7 above the directors of the company be given the general power to allot 
equity securities as defined by section 560 of the 2006 act for cash either pursuant to the authority conferred by 
resolution 7 or by way of a sale of treasury shares as if section 5611 of the 2006 act did not apply to any such 
allotment provided that this power shall be limited to
a the allotment of equity securities pursuant to a rights issue or similar offer to ordinary shareholders where the 
equity securities respectively attributable to the interests of all ordinary shareholders are proportionate or as 
nearly as practical and taking into account any prohibitions against or difficulties concerning the making of an 
offer of allotment to shareholders whose registered address or place of residence is overseas and subject to such 
exclusions as the directors of the company may deem necessary or expedient to deal with fractional entitlement 
or record dates to the respective numbers of ordinary shares held by them and
b the allotment otherwise than pursuant to paragraph a above of equity securities up to an aggregate nominal 
amount of the greater of £284870 or 5 of the issued share capital of the company 
the power granted by this resolution will expire 15 months from the passing of this resolution or if earlier the conclusion of 
the company’s next annual general meeting unless renewed varied or revoked by the company prior to or on such 
date save 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 may allot equity securities in pursuance of any such offer or 
agreement notwithstanding that the power conferred by this resolution has expired
9 that the company be generally and unconditionally authorised for the purposes of section 701 of the 2006 act to 
make market purchases within the meaning of section 6934 of the 2006 act of ordinary shares of 3
1
 3p each in the 
capital of the company “ordinary shares” provided that
a the maximum number of ordinary shares hereby authorised to be purchased is 25492860 representing 149 of 
the company’s issued ordinary share capital
b the minimum price exclusive of any expenses which may be paid for an ordinary share is 3
1
 3p
c  the maximum price exclusive of any expenses which may be paid for an ordinary share is an amount equal to 
105 of the average of the middle market quotations for an ordinary share derived from the london stock 
exchange daily official list for the five business days immediately preceding the date on which such ordinary 
share is contracted to be purchased
d unless previously renewed varied or revoked the authority conferred shall expire at the close of the next annual 
general meeting of the company or 12 months from the date of this resolution if earlier and 
e the company may make a contract for the purchase of ordinary shares under this authority before the expiry of 
this authority which would or might require to be executed wholly or partly after the expiry of such authority and 
may make purchases of ordinary shares in pursuance of such a contract as if such authority had not expired
review of the business
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63
topps tiles plc 
annual report and financial statements 2009 notice of annual general meeting continued
10 that a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice
11  that
a the articles of association of the company be amended by deleting all the provisions of the company’s 
memorandum of association which by virtue of section 28 of the 2006 act are to be treated as provisions of the 
company’s articles of association and
b the draft articles of association signed by the chairman for identification be adopted as the articles of 
association in substitution for and to the exclusion of all the existing articles of association
12 that
a the topps tiles plc 2010 deferred bonus long term incentive plan “the 2010 ltip” in the form produced at the 
meeting and initialled by the chairman of the meeting for the purpose of identification be approved and 
adopted
b the directors of the company or a duly authorised committee of them be authorised to do all acts and things 
which they may consider necessary or expedient for the purposes of implementing and giving effect to the 2010 
ltip and
c the directors be and are authorised and empowered to establish further plans based on the 2010 ltip but 
modified to take account of local tax exchange control or securities laws in overseas territories provided that any 
shares made available under such further plans are treated as counting against the individual and plan limits set 
out in the 2010 ltip 
notes
1 the right to vote at the meeting is determined by reference to the register of members only those members 
registered in the register of members of the company as at 600pm on 10 january 2010 being 48 hours before the 
time for holding the meeting or in the event that the meeting is adjourned in the register of members 48 hours 
before the time of any adjourned meeting shall be entitled to attend or vote at the meeting in respect of the  
number of shares registered in their name at that time changes to entries in the register of members after 600pm  
on 10 january 2010 or in the event that the meeting is adjourned after 48 hours before the time of any adjourned 
meeting shall be disregarded in determining the rights of any person to attend or vote at the meeting
2 a member is entitled to appoint one or more persons as proxies to exercise all or any of his rights to attend speak  
and vote at the meeting a proxy need not be a member of the company a form of proxy is enclosed and notes  
for completion can be found on the form and should be read carefully before it is completed to be valid the form  
of proxy must be completed signed and sent to the offices of the company’s registrars capita registrars pxs  
the registry 34 beckenham road beckenham kent br3 4tu together with the power of attorney or other authority  
if any under which it is signed or a notarially certified or office copy of the same so as to arrive no later than 
1030am on 10 january 2010 or in the event that the meeting is adjourned no later than 48 hours before the time  
of any adjourned meeting 
3 a member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to 
exercise the rights attached to a different share or shares held by him to appoint more than one proxy you will need 
to complete a separate proxy form in relation to each appointment you may photocopy the enclosed proxy form 
indicating clearly on each proxy form the name of the proxy you wish to appoint and the number of shares in relation 
to which the proxy is appointed all forms must be signed and should be returned together in the same envelope  
you can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form the right  
of a member under section 324 of the companies act 2006 “2006 act” to appoint a proxy does not apply to a 
person nominated to enjoy information rights under section 146 of the 2006 act 
4 the appointment of a proxy will not preclude a member from attending and voting in person at the meeting if he or 
she so wishes
5 as at the close of business on the date of this notice the company’s issued share capital comprised 171093021 
ordinary shares of 3
1
 3p each each ordinary share carries the right to one vote at a general meeting of the company
6 a vote withheld is not a vote in law which means that the vote will not be counted in the calculation of votes for or 
against the resolution if no voting indication is given your proxy will vote or abstain from voting at his or her discretion 
your proxy will vote or abstain from voting as he or she thinks fit in relation to any other matter which is put before the 
meeting the notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote
7 in the case of joint holders where more than one joint holders purports to appoint a proxy only the appointment 
submitted by the most senior holder will be accepted seniority is determined by the order in which the names of the 
joint holders appear in the company’s register of members in respect of the joint holding the first named being the 
most senior
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64
topps tiles plc 
annual report and financial statements 2009 8 crest members who wish to appoint a proxy or proxies through the crest electronic proxy appointment service may 
do so by using the procedures described in the crest manual crest personal members or other crest sponsored 
members and those crest members who have appointed a voting service providers should refer to their crest 
sponsor or voting service providers who will be able to take the appropriate action on their behalf
9 in order for a proxy appointment or instruction made using the crest service to be valid the appropriate crest 
message a “crest proxy instruction” must be properly authenticated in accordance with euroclear uk  ireland 
limited formerly crestco’s specifications and must contain the information required for such instructions as 
described in the crest manual the message regardless of whether it constitutes the appointment of a proxy or an 
amendment to the instruction given to a previously appointed proxy must in order to be valid be transmitted so as to 
be received by the issuers’ agent id ra10 by the latest time for receipt of proxy appointments specified in this notice 
for this purpose the time of receipt will be taken to be the time as determined by the timestamp applied to the 
message by the crest applications host from which the registrars are able to retrieve the message by enquiry to 
crest in the manner prescribed by crest after this time any change of instructions to proxies appointed through 
crest should be communicated to the appointee through other means crest members and where applicable 
their crest sponsors or voting service providers should note that euroclear uk  ireland limited does not make 
available special procedures in crest for any particular messages normal system timings and limitations will 
therefore apply in relation to the input of crest proxy instructions it is the responsibility of the crest member 
concerned to take or if the crest member is a crest personal member or sponsored member or has appointed a 
voting service providers to procure that his crest sponsor or voting service providers takes such action as shall 
be necessary to ensure that a message is transmitted by means of the crest system by any particular time in this 
connection crest members and where applicable their crest sponsors or voting service providers are referred in 
particular to those sections of the crest manual concerning practical limitations of the crest system and timings
10 the company may treat as invalid a crest proxy instruction in the circumstances set out in regulation 355a of the 
uncertificated securities regulations 2001
1 1 where a copy of this notice is being received by a person who has been nominated to enjoy information rights under 
section 146 of the 2006 act “nominee”
a the nominee may have a right under an agreement between the nominee and the member by whom he was 
appointed to be appointed or to have someone else appointed as a proxy for the meeting or
b if the nominee does not have any such right or does not wish to exercise such right the nominee may have a right 
under any such agreement to give instructions to the member as to the exercise of voting rights
12 capita registrars maintain the company’s share register they also provide a telephone helpline service on  
0871 664 0300 calls cost 10p a minute plus network extras lines are open from 830am to 530pm monday to friday 
if you have any queries about voting or about your shareholding please contact capita registrars
13 members have the right to ask questions at the meeting in accordance with section 319a of the 2006 act
14 the following documents are available for inspection by members at the registered office of the company except 
bank holidays during the normal business hours and at the place of the meeting not less than 15 minutes prior to and 
during the meeting
a the register of directors’ interests required to be kept under section 809 of the 2006 act
b copies of the directors’ service contracts 
c the proposed new articles of association of the company marked to show the changes being proposed in 
resolution 1 1 and
d the proposed rules of the 2010 ltip to be approved pursuant to resolution 12
15 information regarding the agm including the information required by section 311a of the 2006 act is available from 
the company’s website – wwwtoppstilescouk 
r parker   registered office  registered no
company secretary  thorpe way   3213782 
23 november 2009  grove park 
    enderby 
    leicestershire le19 1su
review of the business
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65
topps tiles plc 
annual report and financial statements 2009 explanatory notes to the notice of annual  
general meeting
the annual general meeting of the company will be held at the company’s premises at thorpe way grove park 
enderby leicestershire le19 1su on 12 january 2010 at 1030am
six of the resolutions are to be taken at this year’s annual general meeting as special business by way of explanation of 
these and certain other resolutions
ordinary business
resolutions 2 3 and 4
reelection of directors
barry bester and robert parker are the directors retiring by rotation this year and they offer themselves for reelection  
all members of the board of directors submit themselves for reelection at least every three years with the exception of 
the rt hon jm jack who has served for at least nine years and therefore retires and offers himself for reelection 
annually brief biographical details about the directors standing for reelection appear on pages 20 and 21 of the  
annual report and financial statements
special business
resolution 7
appointment of authority to issue shares 
the right of the directors to allot further shares in the capital of the company requires in most cases the prior authorisation 
of the shareholders in general meeting under section 551 of the companies act 2006 “the 2006 act” resolution 7  
will be put to members as special business to authorise the directors to allot ordinary shares with a nominal value of 
£1897233 out of the company’s unissued share capital representing approximately 333 of the company’s current 
issued share capital excluding shares held in treasury the company currently holds nil ordinary shares in treasury  
the directors have no current intention of exercising the authority contained in resolution 7 to allot further shares  
the authority shall expire immediately following the annual general meeting next following the resolution or if earlier  
15 months following the resolution being passed
relevant securities means
shares in the company other than shares allotted pursuant to an employee share scheme as defined by section 1166  •	
of the 2006 act a right to subscribe for shares in the company where the grant of the right itself constituted a relevant 
security or a right to convert securities into shares in the company where the grant of the right itself constituted a relevant 
security
any right to subscribe for or to convert any security into shares in the company other than rights to subscribe for or convert •	
any security into shares allotted pursuant to an employee share scheme as defined by section 1166 of the 2006 act 
references to the allotment of relevant securities in the resolution include the grant of such rights
resolution 8
disapplication of statutory rights of preemption
this proposed resolution seeks to obtain power under section 571 of the 2006 act to enable the directors to allot for cash 
shares with an aggregate nominal value of £284870 equal to approximately 5 of the company’s current issued share 
capital without being required first to offer such securities to existing shareholders the company will thereby be given 
greater flexibility when considering future opportunities but the interests of existing shareholders will be protected as 
except in the case of a rights issue or the allotment of shares under the company’s share option schemes the directors 
have no present intention to exercise its authority under this resolution to allot any part of the unissued share capital  
of the company or without the prior approval of the company in general meeting to make any issue which would 
effectively alter the control of the company or the nature of its business this authority will expire immediately following 
the annual general meeting next following the resolution or if earlier 15 months following the resolution being passed
resolution 9
authority to purchase ordinary shares
at the annual general meeting ordinary shareholders are being invited under resolution 9 to grant authority to the 
company to make market purchases of its ordinary shares it is proposed such authority shall expire on the conclusion  
of the annual general meeting to be held in 201 1 or 12 months from the date of this resolution if earlier this authority will 
be limited to the purchase of not more than 149 of the ordinary shares currently in issue this represents the maximum 
amount of ordinary share capital in issue which is permitted before tender or partial offer to all shareholders is required 
to be made to perform any share buyback the maximum price payable under this authority will be 105 of the 
average of the middle market quotations of an ordinary share for the five business days before the relevant purchase 
and the minimum price will be 3
1
 3p per ordinary share in considering whether or not to purchase ordinary shares under 
the market purchase authority the directors will take into account cash resources the effect on gearing and other 
investment opportunities before exercising the authority in addition the company will only exercise the authority to 
make such a purchase in the market when the directors consider it is in the best interests of the shareholders generally  
to do so and it should result in an increase in earnings per ordinary share as at 24 november 2009 there were options  
to subscribe for 6107702 equity shares outstanding under various schemes representing approximately 357 of the 
current issued share capital of the company if the authority sought by resolution 9 was exercised in full the number of 
outstanding options would represent approximately 419 of the issued share capital following the repurchase of shares
review of the business
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66
topps tiles plc 
annual report and financial statements 2009 resolution 10
notice period for general meetings
this resolution is required to reflect the implementation in august 2009 of the shareholder rights directive the regulation 
implementing this directive increased the notice period for general meetings of the company to 21 days previously the 
company was able to call general meetings other than an agm on 14 clear days’ notice and would like to preserve 
this ability going forward in order to be able to do so shareholders must approve the calling of meetings on 14 days’ 
notice resolution 10 seeks such approval the approval will be effective until the company’s next annual general 
meeting when it is intended that a similar resolution will be proposed the company will also need to meet the 
requirements for electronic voting under the directive before it can call a general meeting on 14 days’ notice
resolution 1 1
amendments to memorandum and articles of association
it is proposed that the company adopts slightly amended articles of association which take account of further changes 
brought about by implementation of the final provisions of the 2006 act on 1 october 2009 the proposed new articles  
of association reflect the final provisions of the 2006 act which have been implemented since the date of the last agm 
the proposed new set of articles of association “new articles” contains certain differences from the current articles of 
association of the company the key changes are set out below
company’s objects
the provisions regulating the operations of the company are currently set out in the company’s memorandum and 
articles of association the company’s memorandum contains among other things the objects clause which sets out 
the scope of the activities the company is authorised to undertake this is drafted to give a wide scope
the 2006 act has significantly reduced the constitutional significance of a company’s memorandum the 2006 act 
provides that a memorandum will record only the names of subscribers and the number of shares each subscriber has 
agreed to take in the company under the 2006 act the objects clause and all other provisions which were contained in 
a company’s memorandum for existing companies at 1 october 2009 are deemed to be contained in a company’s 
articles of association but the company can remove these provisions by special resolution
further the 2006 act states that unless a company’s articles provide otherwise a company’s objects are unrestricted  
this abolishes the need for companies to have objects clauses for this reason the company is proposing to remove its 
objects clause together with all other provisions of its memorandum which by virtue of the 2006 act are now treated  
as forming part of the company’s articles of association resolution 1 1a confirms the removal of these provisions for the 
company as the effect of this resolution will be to remove the statement currently in the company’s memorandum of 
association regarding limited liability the new articles also contain an express statement regarding the limited liability of 
the shareholders
authorised share capital and unissued shares
the 2006 act abolished the requirement for a company to have an authorised share capital and the new articles reflect 
this directors will still be limited as to the number of shares they can at any time allot because allotment authority 
continues to be required under the companies act 2006 save in respect of employee share schemes
redeemable shares
previously if a company wished to issue redeemable shares it had to include in its articles the terms and manner of 
redemption the 2006 act enables directors to determine such matters instead provided they are so authorised by the 
articles the new articles contain such an authorisation the company has no plans to issue redeemable shares but if it 
did so the directors would need shareholders’ authority to issue new shares in the usual way
authority to purchase own shares consolidate and subdivide shares and reduce share capital
under the previous law a company required specific enabling provisions in its articles to purchase its own shares to 
consolidate or subdivide its shares and to reduce its share capital or other undistributable reserves as well as shareholder 
authority to undertake the relevant action the company’s current articles include these enabling provisions under the 
2006 act a company now only requires shareholder authority to do any of these things and it is no longer necessary for 
articles to contain enabling provisions accordingly the relevant enabling provisions have been removed in the new 
articles
provision for employees on cessation of business
the 2006 act provides that the powers of the directors of a company to make provision for a person employed or 
formerly employed by the company or any of its subsidiaries in connection with the cessation or transfer to any person of 
the whole or part of the undertaking of the company or that subsidiary may only be exercised by the directors if they are 
so authorised by the company’s articles or by the company in general meeting the new articles provide that the 
directors may exercise this power
use of seals
previously a company required authority in its articles to have an official seal for use abroad after 1 october 2009 such 
authority will no longer be required accordingly the relevant authorisation has been removed in the new articles  
the new articles provide an alternative option for execution of documents other than share certificates under the new 
articles when the seal is affixed to a document it may be signed by one authorised person in the presence of a witness 
whereas previously the requirement was for signature by either a director and the secretary or two directors or such other 
person or persons as the directors may approve
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67
topps tiles plc 
annual report and financial statements 2009 explanatory notes to the notice of annual  
general meeting continued
suspension of registration of share transfers
the company’s current articles permit the directors to suspend the registration of transfers under the 2006 act share 
transfers must be registered as soon as practicable the power in the current articles of association to suspend the 
registration of transfers is inconsistent with this requirement accordingly this power has been removed in the new 
articles
the proposed new articles are available to view at the company’s website – wwwtoppstilescouk 
resolution 12
deferred bonus longterm incentive plan
resolution 12 proposes that the topps tiles plc 2010 deferred bonus long term incentive plan the “2010 ltip” be 
adopted a copy of the rules is available for inspection at the company’s registered office this summary outlines the 
main features of the 2010 ltip under which the company may make awards to employees of the group including 
executive directors and senior management of the company
1 structure
the 2010 ltip will be linked to the achievement of shortterm bonus performance targets a proportion of the bonus 
earned will be deferred and paid in deferred shares with a matching share award made two years later a quarter of any 
bonus earned will be rewarded in shares on a net deferred basis with full vesting after two years the deferred shares will 
be held in trust for two years and at the end of that two year period a further award of matching shares 11 on a gross 
basis will be awarded to participants who are still employed by a member of the topps tiles group the “group” 
the number of shares awarded as deferred shares and matching shares will be based on the daily average topps tiles 
plc share price for the bonus performance period 
the anticipated market value of an award of deferred shares at the date of grant is between 25 and 50 of the 
bonus earned plus a similar value of the matching share award however if the share price falls by year end each award 
could be below 25 of the bonus earned 
2 operation
the remuneration committee will supervise the operation of the 2010 ltip 
3 eligibility
any employee including executive directors of the group “eligible employee” will generally be eligible to participate 
in the 2010 ltip although actual participation will be at the absolute discretion of the remuneration committee
4 individual limit
the maximum total market value at the date of grant of ordinary shares over which awards of deferred shares plus 
awards of matching shares may be granted under the 2010 ltip during any financial year is 150 of the bonus due to the 
employee or if the remuneration committee determines that exceptional circumstances exist which justify a higher 
percentage such higher percentage as the remuneration committee may determine
5 timing of the grant of award
awards may be granted within a 42 day period following
• shareholder approval of the 2010 ltip or 
• the company’s announcement of its results for any period or
• the date a bonus is paid
•  a decision by the remuneration committee that there are exceptional circumstances which justify the granting  
of awards or
• a change to any relevant legislation affecting employees’ share schemes is proposed or made or
•  in respect of an eligible employee the date on which that eligible employee first becomes employed by a member of 
the group
it is intended that the first awards will be made in october 2010 following completion of the 200910 bonus performance 
period the first vesting of matched shares will take place two years later in 2012
awards may not be granted more than ten years after shareholder approval of the 2010 ltip 
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68
topps tiles plc 
annual report and financial statements 2009 6 vesting of awards
awards will normally vest two years after the date of grant to the extent that any applicable performance conditions 
see below have been satisfied additionally the participant must be employed within the group at the second 
anniversary of the grant date unless the participant has ceased employment in certain specified circumstances refer to 
paragraph 8 below 
7 performance targets
the performance targets will be sent for a one year performance period and the levels of bonus earned will depend 
upon ebitda targets being achieved in the financial year 200910 and subsequent years
8 ceasing employment
as a general rule an award will lapse upon a participant ceasing to be a director or an employee within the group 
however if a participant ceases to be a director or an employee by reason of death illness injury or disability retirement 
redundancy or the sale of his employing company or business out of the group or in other circumstances at the 
discretion of the committee then his award will vest as follows
•  where the award is subject to a performance target matching shares to the extent permitted by the remuneration 
committee in its sole discretion having regard to the period of time elapsed since the date of grant and the extent to 
which the performance target has been met
•  where the award is not subject to a performance target deferred shares in full on the date of cessation of 
employment
9 corporate events
in the event of a takeover not being an internal corporate reorganisation a change of control or the windingup of the 
company the remuneration committee shall determine the proportion of an award of matching shares that shall vest 
having regard to both the extent to which performance conditions have been met and the time from the date of the 
award to the takeover
in the event of a demerger super dividend or other transaction which will adversely affect the current or future value of 
any awards the remuneration committee may acting fairly and reasonably determine the extent to which an award 
should vest
10 participants’ rights
awards will not confer any shareholder rights until they have vested and participants have received their shares
the committee may with the prior consent of the relevant participant decide that participants shall receive a cash sum 
instead equal to the total market value of some or all of the shares due under the award
11 amendments to the 2010 ltip
although the remuneration committee will have the power to amend the rules of the 2010 ltip the provisions relating to
• the class of persons eligible to participate in the 2010 ltip
• the maximum entitlement and the basis for determining the entitlement of any one participant
• the principal terms governing the vesting of awards 
• the adjustments to awards in the event of a variation of capital and
• the amendment rule
cannot be altered without the prior approval of shareholders in general meeting this prohibition does not apply to any 
alteration which relates solely to performance targets or to any minor amendments to benefit the administration of the 
2010 ltip to comply with or take account of a change in legislation or to obtain or maintain favourable tax exchange 
control or regulatory treatment for participants in the 2010 ltip or for the company or any other member of the group
12 general
awards under the ltip are not pensionable no payment by a participant will be required for the grant of an award
the remuneration committee considers that the proposed 2010 ltip is essential to ensure that the company’s executive 
directors and other senior executives are both retained by the company and remain appropriately incentivised with 
targets that are fully aligned with the interests of our shareholders and current circumstances and challenges faced by 
the company accordingly the directors consider that the proposed 2010 ltip pursuant to resolution 12 to be in the best 
interests of the company and its shareholders as a whole and unanimously recommend that shareholders vote in favour 
of this resolution
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 a 
aadam nozeer
aamir jamil
aaran spence
aaron bailey
aaron charles stenning
abrar ahmed syed
abul khashad
adam boshir
adam campion
adam clarke
adam cook
adam fenteman
adam gale
adam haseldine
adam ireland
adam king
adam laidlaw
adam nuttall
adam parrismunn
adam plevin
adam rodriguez
adam towner
adam ward
adam whittaker
adam wolniewicz
adil rajah
adrian earley
adrian john rimmington
aidan ward
aileen crossley
ajay arya
ajay bhakri
akiyemi orekoya
aklakud duha
akommil ali
akushu mulenga
alan collins
alan cooper
alan jones
alan law
alan mcdonald
alan monk
alan saunders
alan sinclair
alan sproston
alan wrighting
alan harwood parker
alan john rutherford
alan norman smalley
alex asbury
alexander onions
alexander penn
alexandria murphy
ali faheem
ali rizvi
alison hunt
alison walkinshaw
alistair robert payne
allan chigariro
allan hughes
allan mckissock harper
alvin chinyanga
alvin lapao
amanda jane green
amanda jane hullett
amin ladhu
andre van zyl
andrew baillie
andrew barker
andrew barrett
andrew belson
andrew bowden
andrew brookfield
andrew collins
andrew cox
andrew curtis
andrew davis
andrew davis
andrew green
andrew hamilton
andrew hanson
andrew hill
andrew jones
andrew keattch
andrew leigh
andrew middleton
andrew page
andrew parnell
andrew phillips
andrew rudgley
andrew salkeld
andrew scorgie
andrew scott
andrew warne
andrew wathan
andrew winterburn
andrew woodhouse
andrew young
andrew charles curr
andrew colin woods
andrew george clay
andrew james wood
andrew keith scales
andrew kyle robertson
andrew mark whiteley
andrew paul hastings
andrew peter waterfield
andrew chapman
andy playfoot
angela capp
angela faulkner
angela tremelling
anita champaneria
ann mathias
anna timney
annmarie malone
ansar ahmed
anthony alveranga
anthony bradford
anthony christopher
anthony cox
anthony daly
anthony davies
anthony gibby
anthony gilbert
anthony gregory
anthony holt
anthony linsell
anthony molyneux
anthony townsend
anthony james marshall
antony belham
anub varghese
anwar marshall
arnold harrison
aron hoff
arreon turner
ashish modi
ashleigh mackinnon
ashley cutler
ashley kent
ashley mcdonnell
ashley siddons
ashley sterland
astone davids
 b 
barclay pope
barrie kevin palmer
barry bester
barry blackmore
barry edwards
barry veasey
barry melvin webber
ben armitage
ben bright
ben brooker
ben davis
ben holloway
ben woollins
benjamin hoey
benjamin morais
benjamin rich
benjamin simpson
bernadette peasland
bernard fallon
bertil boyles
beth boulton
bhaskar patani
bilal mukhtar
bill wylie
billy decaille
blaire hawkins
bob barlow
bradley ball
brandon christian abels
brant wells
brendan joseph flynn
brett case
brett goodchild
brett goulden
brian aitken
brian burke
brian cariello
brian crews
brian fisher
brian flatters
brian king
brian kirwin
brian mcguire
brian edward dicks
brian james reid
brigette hale
bruce fielding
bruce smith
bruno alves
bruno bernasconi
bryan john hartley
 c 
cade somerville
calbert george hall
callum burns
campbell gray marr
carl cook
carl courtney
carl cumberbatch
carl edlundhrose
carl godsall
carl hermitt
carl higgins
carl paternoster
carl roberts
carl whatley
carl liam collins
carl trevor dyke
carlos chowdhury
carlos alberto morais
carly hayes
carol lakin
carol livingstone
caroline kydd
caroline wilson
caroline ann bennett
caroline sarah may
catherine eliza platt
chan gokani
chantelle morgan
charlene walpole
charles ross
charles taylor
charlotte armstrong
charlotte considine
chavonne kleinhans
cheryl vearncombe
chetna shah
chioma onyeakazi
choudre grobler
chris bland
chris cartey
chris curtis
chris gonzalez
chris heyes
chris howe
chris jensen
chris markham
chris mcmillan
chris shorter
christer leth
christian banham
christian nicandro
christian stokes
christina langridge
christine hendry
christopher antoniou
christopher bloy
christopher bowles
christopher burgess
christopher collins
christopher collins
christopher cooper
christopher fleming
christopher harbutt
christopher holland
christopher holt
christopher hunter
christopher jones
christopher lamb
christopher moorhouse
christopher nottle
christopher santos
christopher stear
christopher stobbs
christopher sturdy
christopher turley
christopher jon bray
christopher neil foster
claire chaffe
claire rayton
clare barden
colin gadd
colin griffiths
colin harvey
colin hoban
colin joy
colin markham
colin skinner
colin taylor
colin micheal rymer
conrad harrup
cora ann morrison
corrina bowers
cory whittaker
craig conway
craig cooper
craig dickson
craig dolling
craig featherbe
craig fern
craig gardener
craig hill
craig lewis
craig muldoon
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craig nammontri
craig nicholson
craig ollard
craig reed
craig robertson
craig solkhon
craig tetlow
craig leslie deveson
 d 
dale hoy
dale pease
dale jonathan stone
dale lee mccormack
damon durrant
damon short
dan matthews
daniel bath
daniel brain
daniel burton
daniel chant
daniel childs
daniel clayton
daniel echeverria
daniel fulcher
daniel gray
daniel hall
daniel hughes
daniel ingham
daniel jones
daniel loft
daniel mclean
daniel merrett
daniel robinson
daniel smith
daniel spencer
daniel stiven
daniel thornley
daniel van aswegen
daniel williams
daniel wren
daniel brian musguin
daniel henry sycamore
daniel james little
daniel john branson
daniel peter fallows
daniel steven 
darren smith
danielle whittaker
dannie taylor
dannielle fry
darone duboisgayere
darran wood
darren acott
darren bebbington
darren connor
darren crick
darren doughty
darren dutton
darren ferguson
darren fletcher
darren harper
darren irving
darren mitchell
darren rawlings
darren rutledge
darren square
darren walker
darren neil morgan
darron kerr
dave jobling
dave marsh
dave taylor
david atherton
david augustus
david binns
david burnikell
david critchlow
david dorney
david godbold
david grenfell
david hamilton
david hayers
david henderson
david hope
david hulse
david kershaw
david kettlewell
david lane
david martin
david martin
david matthews
david murray
david nadin
david noble
david prime
david sheehy
david smith
david stott
david sutcliffe
david thomasson
david townsley
david vepers
david webb
david whitelaw
david williams
david wilson
david george parr
david james fitzpatrick
david jared evans
david john bolingbroke
david john carpenter
david john harper
david john hatton
david john hirst
david john steel
david livingston hill
david michael blades
david neil oliver
david nicholas savage
david patrick meers
david peter macartney
dawn gale curtis
dawn stares
dean bull
dean hayes
dean johnson
dean macmillan
dean miller
dean newell
dean samuel
dean stokes
dean titchen
dean woolley
dean carl marshall
debbie demes
deborah white
denis o’brien
denise fishwick
dennis cragen
dennis jepson
denny paige
denzil richard johns
derek lambourn
derek sim
derek smith
devindren govender
diane shatford  butcher
dilawar ali
dilip parmar
dinesh amin
dipal parikh
dishon meade
divyesh javiya
dominic reilly
donald magullian
donald quartey
donna whall
donna louise boulton
douglas hartness
duncan foy
dylan roberts
 e 
eamonn clancy
edmund church
edward derbyshire
edward murphy
edward gardiner
elaine clara francois
elizabeth mackenzie
elizabeth morrissey
elizabeth selfridge
emily margaret lenton
emma hatton
emma whatson
emma lesley brookes
emma louise kenney
emmanuel liwao
emran mannan
ermiyas girma
 f 
faisal arshad ashraf
farid haddad
felipe da rocha west
finbarr mcquaid
fiona cadd
fiona finnigan
fiona grant
fiona mckeracher
fitz martin
fleur salter
frances aylward
francesca wright
frank hibbert
fred whitehouse
 g 
g style
gareth carnegie
gareth davies
gareth hammond
gareth ward
gareth robert griffiths
garry case
garry hardy
garry padgett
gary ashdown
gary asher
gary bloomfield
gary clarkson
gary gear
gary hughes
gary marshall
gary mead
gary parrismunn
gary read
gary wilcox
gary woolmore
gary yuen
gary ronald curtis
gavin baker
gavin bartram
gavin collins
gavin magwood
gavin meek
gavin mitchell
gavin david bennett
gediminas merkys
gemma mcbirnie
gemma stephens
george latham
george martinesz
george moses
george skinner
george charles peck
george richard wilson
geraint thorne
gerard patrick mallon
gethin jordan
gianfranco zanolini
gillian grace
glen james holloway
glendale canoville
glenn claridge
glenn rivers
glyn nunn
glyn rogers
gordon davies
graeme milner
graham bain
graham brophy
graham cathcart
graham davidson
graham davies
graham ford
graham jones
graham livingstone
graham vance
graham huw williams
grant woolway
gregory john barwick
gurdeep panesar
gursharan bains
gursharn singh ladhar
guy barrow
guy ferguson
 h 
hannah bristow
hannah shepherd
harjit dhaliwal
harley spendelow
harpreet hansra
harpreet singh
harry biggs
harshani mahalekamge
hayley bover
hayley thorpe
hazel millington
helen bosworth
helen gosling
holly unwin
hugh selley
 i 
ian aikman
ian boyers
ian hughes
ian jones
ian marshall
ian marshall
ian mcloughlin
ian mcneish
ian noon
ian paterson
ian segrave
ian tivendale
ian winterburn
ian andrew mcalinden
ian keith bloomfield
ian michael sykes
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ian richard haley
ibrahim cisse
imran ashraf
irene dickinson
isaac halstead
iwan jones
izabela krzyszkowska
 j 
jabbar shah
jack carslake
jack o’neill
jack whitehead
jacob gonzales
jacqueline ann byrne
jailuene peake
jajwinder harar
jake lawford
jake missen
jake shopland
james biesty
james butler
james cameron
james clifford
james collins
james eastham
james heard
james hollingshead
james judkins
james marriott
james mcardle
james metcalf
james morgan
james murphy
james pearson
james pilfold
james robertson
james rolfe
james stark
james stevens
james taylor
james thorning
james vander plank
james woor
james john patston
james michael edge
james paul fell
jamie axten
jamie bannon
jamie bates
jamie evans
jamie kerwin
jamie mullins
jamie sia
jamie wall
jamie wenborn
jamie alan keeling
jan vardis reddi
janet riley
janice millett
jared rapsey
jarreth hawkins
jason corbin
jason d’arcy
jason dunning
jason ealden
jason field
jason harper
jason knox
jason morley
jason nettleford
jason perry
jason pratt
jason reeve
jason rose
jason thomas
jason clyde meadows
jayandrie chetty
jayanti patel
jayaprakash paragjee
jaymal arjan
jeannette hastie
jefferson rey
jeffrey nelson
jeffrey david armstrong
jemma wyatt
jennifer donlan
jenny inkson
jenny seabrook
jeremy byrne
jeremy paul harris
jessica mackenzie
jessica thiari
jill cox
jill savage
jim tuvey
joan hicks
joanne bennett
joanne lee
joanne rachel elton
jodie baigrie
joe cox
joe gregorace
joe smith
john aspey
john bourke
john chinn
john cook
john duffy
john fawkes
john foster
john fredericks
john gardner
john hickey
john hughes
john johnston
john lamb
john moat
john nelson
john nicholson
john page
john paine
john shaw
john smith
john stephenson
john taylor
john thompson
john williams
john anthony tait
john edwin summers
john gary smith
john marc forden
john mark ellis
john neil keouski
john paul harris
john paul jones
john paul vaughan
john richard wright
jon pringle
jon reynolds
jon thatcher
jonathan bainbridge
coombs
jonathan francois
jonathan hargreaves
jonathan morgan
jonathon sheerin
jonathan smith
jonathan wade
jonathan wallace
jonathan williams
jonathan woodroff
jonathan david benn
jonathon james perkins
jonathon thomas hall
jonpaul hughes
josef kinski
josephine hilldrup
josh dempster
joshua stilwell
joshua luke groener
juginder gill
julian flake
julie brachtvogel
julie jordan
julie ann cox
julie anne fewings
juliet elaine wilford
justin bradley
 k 
kamlesh shah
karen brook
karen sutcliffe
karinajade tubb
karl atkins
karl batterham
karl gaskin
karl stephens
kashan lennon
kashif munir
katarzyna urbanska
kate o’connor
kate whyte
katherine rudkin
kathryn robinson
katrina crawford
kawaljit singh gulati
keagan darryl benson
keenan dallimore
keith ambrose
keith carr
keith earl
keith fitzpatrick
keith hughes
keith johnson
keith storrier
keith truesdale
keith ian rudkin
kelly bell
kelly savile
kellyanne o’connor
kenneth owen
kenneth pettengale
kenneth williams
kerri atkinson
kerry hume
kerry saunders
ketan patel
kevan ray richardson
kevin burchell
kevin fox
kevin hailes
kevin hardy
kevin hartley
kevin hodson
kevin jeans
kevin jones
kevin nicol
kevin rowe
kevin sherwood
kevin thorne
kevin tully
kevin brian baker
kevin david hastings
kevin paul bowtle
khurram shakoor
kieran barneswarden
kieron ile
kieron justin clarke
kim groves
kim liddle
kimberley baker
kirsten mortlock
kirsti altass
kirsty allen
kirsty bover
kranthi kondaveeti
kristina kane
kuldeep singh
kunal pandya
kyle anthony
kyle hoverd
 l 
laith alrawi
lance cale
laura edwards
laura sansom
laura elizabeth johnson
laurie jones
lawrence mezza
leah norris
leanne michelle palmer
lee arrowsmith
lee baxter
lee clarke
lee dering
lee dover
lee downing
lee durrant
lee fisher
lee galloway
lee gornall
lee hartness
lee hutchinson
lee jacovou
lee james
lee marshall
lee mayfield
lee mcconnell
lee read
lee stephenson
lee taylor
lee weatherill
lee west
lee wilkinson
lee thomas shillibeer
leena joory
lefter bregu
leigh hyam
leigh taylor
leigh williams
leigh dominic holden
leon kerr
leon o’neill
leon strange
leonard finch
lesley watson
lesley wilson
leslie shemmeld
lester marshall
lewis axford
lewis edwards
lewis franklin
lewis timson
lewis walter
liam allen
liam fields
liam gulliver
liam hunt
liam piper
liam roberts
lianne harrisonallcock
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lisa holmes
lloyd perry
lorna hislop
loucas louca
louis green
louis johnson
louise stevens
louise wilson
luiz santos
luke halford
luke kerr
luke parsons
luke stephens
lynette grimes
lynn pearson
 m 
malcolm ferguson 
thomas
malcolm temple
malik khaliq
malik ejaz ahmad
mandy aidney
mandy vickers
mansoor ali
marc breeze
marc stevens
marcin sakowicz
margaret dawn lawrie
marie buckingham
mark aveling
mark barnes
mark bell
mark bianchi
mark bradbury
mark brown
mark brownseyjoyce
mark coe
mark dennis
mark discombe
mark frisby
mark fuller
mark geary
mark hughes
mark hunter
mark johnson
mark johnston
mark lever
mark maciver
mark palmer
mark stone
mark strong
mark tennant
mark thompson
mark waldock
mark walters
mark winder
mark wright
mark anthony vaughan
mark lee gasson
mark van johnson
marlon barnes
marlon bright
martin derricott
martin evans
martin kennell
martin morris
martin siggers
martin sloan
martin smyth
martin tuplin
martin turner
martin watt
martin williams
martin winterburn
martin wys
martin timothy williams
martyn gardner
martyn gilbert
martyn spring
mary smith
matt hammersley
matt hay
matthew attwood
matthew britton
matthew charleston
matthew clamp
matthew coward
matthew dunne
matthew fisher
matthew hawley
matthew hill
matthew king
matthew lloyd
matthew lucas
matthew moore
matthew pickering
matthew robinson
matthew stewart
matthew stuckey
matthew wesson
matthew woodhouse
matthew james foster
matthew james wright
matthew john foulger
matthew lee sigley
matthew williams
mehmet asdoyuran
melanie gray
melissa stevens
melton thompson
melvyn chamberlain
mervin dunaway
michael asumadu
michael blinkhorne
michael boughton
michael bowden
michael campbell
michael cosgrove
michael darroch
michael eversley
michael fannon
michael foley
michael haggett
michael hall
michael harvey
michael henshaw
michael huskisson
michael jack
michael jenks
michael knowles
michael lay
michael lovelock
michael pugh
michael queen
michael simcoe
michael slater
michael turner
michael van sittert
michael antony finn
michael colin earls
michael george litster
michael james hopper
michael john lovelock
michael robert buckley
michele louise poxon
michelle hill
michelle kempson
michelle lawson
michelle mannion
michelle pennington
mike butler
mike ingham
mike king
mike potter
mohamed patel
mohamed akeel akhtar
mohammed amin
mohammed chaudhry
mohammed jimale
mohammed parvaz
mohammed shah jamil
mubashir uddin
muhammad fazil khan
murdo martin
 n 
naomi ellis
narinder chatha
nathan adams
nathan austin
nathan bentleyhicks
nathan coulthard
nathan heape
nathan winterton
nathan wolowicz
navesh naidoo
neil ammon
neil brownley
neil charles
neil goodbourn
neil hughes
neil topping
neil southgate
neil williams
neil andrew jones
neil christopher hendy
neil david homan
neil philip wardlaw
neill wiltshire
nelson minj
nicholas billyeald
nicholas donkin
nicholas gadd
nicholas kershaw
nicholas lewis
nicholas ounstead
nicholas payne
nicholas walch
nicholas withers
nicholas lawrence
nicholaus buchanan
nick bedford
nick gussow
nick lodge
nick wardman
nicola gately
nicolas wassell
nicole andrews
nigel fleming
nigel hickman
nigel houston
nigel parry
nikola sutton
numan usman
 o 
osemar masaya
 p 
paige makepeace
pamela cuffin
pasquale santaniello
patrick burke
patrick coleman
patrick mcgee
paul aird
paul baxter
paul burkett
paul carleton
paul carter
paul cartledge
paul chapman
paul collett
paul colyer
paul cull
paul dalby
paul davey
paul davies
paul fitzsimmons
paul galvin
paul greenslade
paul hill
paul holmes
paul lathrope
paul laverty
paul mackin
paul mccabe
paul miller
paul noyes
paul okrzeja
paul rockett
paul ruddle
paul sharkey
paul silvester
paul smith
paul smith
paul smitheringale
paul tennant
paul whittington
paul wiltshaw
paul aaron renyard
paul andrew irving
paul charles clark
paul charles kelly
paul james burrow
paul john starkey
paul michael mills
paula budsworth
pauline harrison
pawel warych
penny vanderplank
peter anderson
peter brooks
peter charters
peter davey
peter hogg
peter hughes
peter jones
peter lea
peter lettis
peter mcgowan
peter mcintyre
peter nicholson
peter simmonds
peter walmsley
peter watts
peter woods
petr stepan
phil dagger
phil kelly
phil shelton
philip devine
philip dunn
philip english
philip gallop
philip mccarney
philip trevis
philip alex cranston
philip david lewis
phillip corlet
phillip ell
phillip goodeve
phillip hillier
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phillip mcgiven
phillip walters
phillip john hunt
phillipa hewitt
prakash mistry
premyslaw swisloki
 q 
quadeer ahmed
 r 
rachel dykes
rachel jack
raj surani
raja muhammad sohall
rajan mehta
rajiv vadgama
ramiro alves
ravendra bishun
ray jeakins
raymond johnson
rebecca ellis
rebecca heather
rebecca oblein
rebecca karen stokes
reg anderton
rhys hedges
rhys kelland
ricardo d’costa
ricardo malcolm
richard aldred
richard amoah
richard banton
richard brookfield
richard carter
richard chiverton
richard clarke
richard desmond
richard edwards
richard fellows
richard harris
richard hopkin
richard lewington
richard oates
richard oldale
richard slack
richard sumner
richard james clark
richard john davies
richard matthew lee
richard paul bickers
richard paul homan
rickey singleton
riki spadone
rob chawner
rob ferris
rob owen
robel ghebrewold
robert adkins
robert avery
robert baylis
robert brewin
robert cairns
robert clarke
robert clarke
robert curd
robert george
robert gilbert
robert jay
robert king
robert kweli
robert lamb
robert lynch
robert moss
robert myers
robert parker
robert power
robert prince
robert rayner
robert sly
robert michael bellamy
robert david adams
robert james howker
robert john exley
roberto xavier
robyn hawkins
rodney meyer
roger bailey
roger gridley
roger mouncher
romaldo rodrigues
roman kojhuharov
ron woolgar
ronnie francis
ronnie webster
ross ashbrook
ross darrah
ross langford
ross mcnair
ross philpot
roxanne evans
roxanne martingault
roy redgate
roy leslie peasland
runako williams
russ davis
russell adgey
russell potlin
russell shafer
russell thornton
ryan apark
ryan curd
ryan gomersall
ryan jones
ryan kyle
ryan randall
ryan sinclair
 s 
saad bin maqsood
sachin radia
sagir ahamed khan
sagren naidoo
sajid aibani
sally hallsworth
salman bawani
sam orton
sam ripley
sam kofi nortey
samantha barrett
samantha chattenton
samantha mussett
samantha smith
samantha suthard
samantha louise sayer
sameer jamdar
samson okolosi
samuel awoliyi
samuel findlay
samuel major
samuel prewer
samuel rudd
samuel ben carey
sandra ramsay
sanjeepan 
balasubramaiam
sarah bacon
sarah cassam
sarah dobson
sarah drake
sarah kite
sarah shirley
sarah skinner
scott ahmad
scott ambrose
scott bond
scott currie
scott hatton
scott taylor
scott williams
scott winchester
scott daniel birdseye
scott james meadows
sean cahill
sean dare
sean gee
sean kerry
sean sheehan
sean weatherby
sean daniel green
sean wayne collins
sergio antunes
shane baker
shane bryan
shane daley
shane harvey
shane malone
shane till
shane brian horsted
shanil ranchod
shannon emily woods
shanon folgate
sharon beckett
shaun bryan
shaun hutchins
shaun mayes
shaun scott
shaun malcolm douglas
shawanna hafiz
sheila myrie
sheila robertson
shelley rutter
shilpa champaneri
shirley moore
shohale ali
sian griffiths
silvonne mclean
simon collishaw
simon cripps
simon crossland
simon dunsford
simon eldridge
simon frew
simon green
simon lacey
simon lasham
simon leslie
simon lewis
simon loach
simon lovett
simon partridge
simon pitt
simon roberts
simon arthur brookfield
simon gareth jones
simon james chappell
simon james neal
simon james whittaker
simon lee brookfield
simon paul witham
simon stuart morgan
simone turner
siobhan waters
stacy irving
stephanie ailwood
stephanie anne nevett
stephen adams
stephen benson
stephen bloomfield
stephen cliff
stephen collins
stephen corkett
stephen crane
stephen creasey
stephen france
stephen getty
stephen green
stephen kelly
stephen machin
stephen pike
stephen porter
stephen seymour
stephen spurgeon
stephen starkie
stephen waltham
stephen welsby
stephen west
stephen barry marshall
stephen lee ruddick
stephen michael lewis
steve clayton
steve freeman
steve gaylor
steve smith
steve smith
steve smith
steve williams
steve wood
steven christie
steven dooley
steven dyson
steven hooper
steven howells
steven jenkins
steven kernot
steven macarthur
steven pressley
steven walker
steven whitehead
steven clifford godwin
steven james mackie
steven laurence buxton
steven paul richards
stewart ian creaser
stuart baigent
stuart barrett
stuart bartlett
stuart booker
stuart clarke
stuart clarke
stuart comer
stuart corlett
stuart davey
stuart dixon
stuart gorry
stuart munton
stuart rees
stuart roscoe
stuart ross
stuart williams
stuart williams
stuart david pemberton
stuart john whitby
sue bill
suresh mistry
surmukh jandu
susan groombridge
susan jeanette attwell
susan margaret hulme
susan mary henshall
suzanne owen
review of the business
governance
financial statements
other information
74
topps tiles plc 
annual report and financial statements 2009  t 
taimur malik
tami robinson
tanya sharpe
teodoro zapanta
terance langford
terence dooley
terry brown
terry howard
terry hutchinson
terry salisbury
theresa scrase
thomas boulton
thomas clutterbuck
thomas cunningham
thomas newman
thomas otley
thomas pressley
thomas ryan
thomas stampfer
thomas stone
thomas swain
thomas gerard wade
thomas william fry
tim fisher
tim ives
tim piggott
tim smith
tim tatlock
timothy bentley
timothy boardman
timothy stanhope
timothy tuff
toby collins
toby hutton
todd routledge
tom evans
tom lewis
tom mcdowell
tom scott
tom wood
tom wortley
tony bennington
tony dedman
tony martin
tony nunn
tony simoes
tony watson
tracy wickenden
tracy karen ryan
trevor thomas
tyler atheis
 u 
upendra dudhaiyia
urmila bhudia 
 v 
victoria harding
vilius meilus
vincent barber
vinod joshi
vinsen velvindron
vivienne johns
 w 
wadzanai musa
walkey hilaire
warnakulasuriya 
fernando
warren bester
warren daly
warren wise
warren albert contell
wayne quaintance
wayne randall
wayne wheeler
wayne michael farini
wendy border
wendy bruce
wesley harrop
wesley neukermans
will bailey
willliam barreda
william brownsell
william cruickshank
william gunshon
william mason
william ralls
william ryves
willy wishard silupya
 y 
yusuf ahmed mursal
yvonne archer
yvonne burgess
 z 
zaccai newman
zahid sharif butt
zainab mahmoud idris
zoe atkinson
zoe derry
zoe leadbeatter
zoe mills
review of the business
governance
financial statements
other information
75
topps tiles plc 
annual report and financial statements 2009 store locations
midlands
cheltenham
birmingham  great
barr
kettering
kidderminster
northampton
norwich
nottingham
nuneaton
peterborough
shrewsbury
stokeontrent
stoke on trent 
fenton
wolverhampton
london
barking
beckenham
charlton
croydon
dartford
hayes
orpington
park royal
southgate
staples corner
south
bournemouth
eastbourne
exeter
harlow
ilford
plymouth
swindon
wales
swansea
north
blackpool
bradford
cheadle
crosby
doncaster
liverpool  maghull
hull
lincoln
oldham
stockport
wigan 
scotland
aberdeen
edinburgh
 
almere
amersfoort
amsterdam
beuningen
capelle 
duivern
 
enschede
helmond 
 sliedrecht 
tiel
utrecht
zwolle
topps tiles
total  
321 stores
•
new store 200809
tile clearing house holland stores
midlands
birmingham  
erdington
birmingham  solihull
birmingham 
sheldon
boston
burton upon trent
cannock
chesterfield
coventry
coventry  binley
derby
derby omaston
evesham
grantham
hereford
kidderminster
kings heath
leicester
leicester  grove 
park
lincoln
long eaton
mansfield
newark
newcastle under
lyme
nottingham
redditch
rugby
shrewsbury
spalding
stamford
stoke on trent
stratford upon avon
tamworth
telford
west bromwich
wolverhampton
worcester
worksop
london
battersea
beckton
borehamwood
•
brentford
brixton 
camden
catford
charlton
cheam
chingford
colindale
croydon
dagenham
edmonton
enfield
feltham
forest hill
fulham
gunnersbury
harrow
highgate
ilford
mile end
mitcham
new cross gate
new southgate
old kent road
penge
raynes park
richmond
romford
ruislip
southall
stamford hill
stevenage
•
 
twickenham
uxbridge
vauxhall
waltham cross
wandsworth
watford
wembley
west wickham
south
abingdon
ashford
aylesbury
banbury
barnstaple
basildon
basingstoke
bedford
bexhill
bishops stortford
bognor regis
bodmin
braintree
brentwood
bridgwater
brighton
bristol  clevedon
bristol  bedminster
bristol 
cribbs causeway
broadstairs
buckingham
•
 
bury st edmunds
byfleet
camberley
cambridge
canterbury
chichester
chippenham
•
 
chelmsford
cheltenham
chesham
christchurch
clacton
colchester
crayford
cromer
eastbourne
erith
exeter
exmouth
fareham
farnborough
farnham
folkestone
frome
gatwick
gloucester
grays
great yarmouth
guildford
harlow
hemel hempstead
hengrove
horsham
huntingdon
ipswich
ipswich  
martlesham
isle of wight
kettering
kings lynn
launceston
letchworth
lewes
lowestoft
luton
maidstone
milton keynes
newbury
newhaven
northampton
norwich
orpington
oxford
oxford  watlington
peterborough
plymouth
poole
portsmouth
rayleigh
reading
salisbury
sittingbourne
slough
southend on sea
southampton
hedgend
southampton
millbrook
st albans
st neots
sudbury
swindon
taunton
thetford
tiverton
tonbridge
torquay
tunbridge wells
uckfield
wellingborough
welwyn garden 
city
weston super mare
winchester
wisbech
yeovil
 
 
wales
barry
bridgend
cardiff
cardiff  south
glamorgan
cross hands
flint
haverfordwest
holyhead
merthyr tydfil
neath
rhyl
swansea
wrexham
north
aintree
anfield
barnsley
barrow in furness
birkenhead
birstall
blackburn
blackpool
bolton
bradford
carlisle
cheadle
chelmsford
chester
chorley
cleveleys
congleton
crewe
darlington
doncaster
durham
grimsby
harrogate
huddersfield
hull
leeds
leek
macclesfield
manchester 
audenshaw
manchester 
green quarter
 
manchester 
failsworth
manchester  hyde
manchester  salford
manchester  sale
manchester 
stockport
morecambe
nantwich
northwich
oldham
ormskirk
penrith
pontefract
preston
rotherham
scarborough
stockton
st helens
sunderland
tyneside
wakefield
warrington
widnes
wigan
york
scotland
aberdeen
dumfries
dundee
edinburgh  sighthill
edinburgh  leith
falkirk
glasgow
glasgow  govan
•
 
glasgow  
greenock
glasgow  hillington
glasgow  shawfield
inverness
perth
wishaw
review of the business
governance
financial statements
other information
76
topps tiles plc 
annual report and financial statements 2009 store locations
inside this year’s report…
01
review of the business
1 the year in brief
2 our strategy
3 chairman’s statement
4 chief executive’s statement
6 business review
17 corporate social responsibility
20
governance
20 directors
22 directors and advisors
23 directors’ report
26 corporate governance statement
28 remuneration report
31 independent auditors’ report  
 – consolidated financial statements
32
financial statements
32 consolidated income statement
32 consolidated statement of 
 recognised income and expense
33 consolidated balance sheet
34 consolidated cash flow statement
35 notes to the consolidated  
 financial statements
58 independent auditors’ report –  
 company financial statements
59 company balance sheet
60 notes to the company  
 financial statements
62
additional information
62 five year record
63 notice of annual general meeting
66 explanatory notes to the notice of  
 annual general meeting
70 the team
76 store locations
topps tiles – store numbers
stores at the beginning  
of the period 263
new stores opened 5
subtotal 268
closures including brand swaps –3
total 265
holland – store numbers
stores at the beginning  
of the period 22
new stores opened 0 
subtotal 22
closures including brand swaps 10
total 12
tile clearing house – store numbers
stores at the beginning  
of the period 57
new stores opened 0
subtotal 57
closures including brand swaps –13
total 44
50 
stores operated by the 
group in midlands region
stores operated by  
the group in wales
14
111 
stores operated by 
the group in london
stores operated by the  
group in south region
53 
16
 
stores operated by 
the group in scotland
stores operated by  
the group in holland
12
stores operated by the 
group in north region
midlands
wales
holland
north
scotland
south
london
designed and produced by radley yeldar
wwwrycom
65 topps tiles plc 
annual report and financial statements 2009
topps tiles plc annual report and financial statements 2009
topps tiles plc
thorpe way grove park enderby
leicestershire le19 1su
t 01 16 282 8000  f 01 16 282 81 15
wwwtoppstilescouk


Summary:
 the year in brief
   2009 adjusted operating profit is adjusted for exceptional items being the impairment of plant 
property and equipment of £31 million and other restructuring and oneoff costs of £21 million 
2008 £12 million goodwill impairment charge
  2009 adjusted profit before tax is adjusted for the effect of exceptional items above plus 
 –  £58 million noncash charge relating to the interest rate derivatives the group has in place  
 per ias 39 2008 £15 million
 – property disposal loss of £03 million 2008 gain of £09 million
 adjusted for post tax effect of nonrecurring items highlighted above 2008 above items plus  
 £11 million deferred tax charge relating to withdrawal of industrial buildings allowances
t
topps tiles plc referred to as “topps” “topps tiles” or “the group”
a
find out more 
for more information  
please visit 
wwwtoppstilescouk
financial performance
total group
t
 revenue declined 106 to £1861 million  
2008 £2081 million
likeforlike revenue declined 135 2008 declined 54
group gross margin 583 2008 618
operating profit of £164 million 2008 £346 million
adjusted operating profit of £216 million 2008 £358 million
adjusted profit before tax of £163 million 2008 £295 million
profit before tax of £49 million 2008 £277 million
basic earnings per share of 101p 2008 956p
adjusted basic earnings per share of 662p 2008 1116p
no final dividend declared in order to accelerate  
reduction in net debt and improve financial flexibility  
2008 no final dividend
net debt reduced by £208 million to £712 million  
2008 £920 million
disposal of two freehold properties for £20 million with  
a loss on disposal of £03 million 2008 profit on disposal  
of £09 million
operational performance
uk trading from 309 stores 2008 320 stores sales over the first 
7 weeks of the new financial period have increased by 22 
on a likeforlike basis
holland trading from 12 stores 2008 22 stores sales over the 
first 7 weeks of the new financial period have decreased by 
422 on a likeforlike basis
first 7 weeks of the new financial period total group revenue 
increased by 05 on a likeforlike basis total group revenues 
declined by 20
review of the business
governance
financial statements
other information
1
topps tiles plc 
annual report and financial statements 2009