report and accounts 
year ended 31 march 2014
telelcom plus plc network hq  333 edgware road london nw9 6td 
report and accounts   year ended 31 march 2014
home phone broadband mobile gas electricity home phone broadband mobile gas electricity company number
3263464
registered office
network hq
333 edgware road
london nw9 6td
secretary
david baxter aca
stockbrokers
peel hunt ltd
moor house
120 london wall
london ec2y 5et
solicitors
nabarro llp
lacon house
theobald’s road
london wc1x 8rw
auditors
bdo llp
55 baker street
london w1u 7eu
bankers
barclays bank plc
1 churchill place
london e14 5hp
registrars
capita asset services
the registry
34 beckenham road
beckenham 
kent br3 4tu contents 
telecom plus plc report and accounts 2014 1
strategic report 
financial and operating highlights  3
our services 5
chairman’s statement 6
chief executive’s review 11
 • markets 11
 • business model 11
 • strategy 11
 • operational performance and nonfinancial kpis 12
financial review 18
principal risks and uncertainties 24
people and organisation 29
corporate responsibility 32
governance
board of directors 34
corporate governance statement 36
nomination committee report 43
audit committee report 44
directors’ remuneration report 48
directors’ report 68
directors’ responsibilities 72
financial statements 
independent auditor’s report 74
financial statements 78
notes to the financial statements 83 telecom plus plc  report and accounts 2014 2
the utility warehouse discount club
benefits of membership include
• a single monthly bill
• substantial savings
• awardwinning customer service
• up to £200 to help with switching costs
• ‘refer a friend’ plan
• cheaper online shopping
• ‘findmethecheapest’ search tool
• unique price promise 
• exclusive cashback card
• low cost ‘bill protection’ option
• freephone customer service  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 3
financial and operating highlights 
revenue 
95
adjusted pretax profit 
253
services provided  
19 million
• revenue up 95
•  adjusted pretax profit up 253
•  dividend up 13 to 35p
•  group customer base now 
exceeds 530000 customers
•  record increase of 305100  
in service numbers to over  
19 million
•  average revenue per customer 
down 4 to £1302 due to  
lower energy usage during a 
very mild winter
•  successful £130 million equity 
capital raising
•  new 20 year energy supply 
contract secured
•  continued strong organic 
growth
•  nominated by which for  
‘best telecom services 
company’ and ‘best customer 
service’ in their 2014 annual 
awards
2014
revenue
pre tax
services
£6588m
2013 £6015m
2012 £4715m
2011 £4188m
2010 £3691m
2009 £2783m
2008 £1865m
2014 £446m
2013 £356m
2012 £314m
2011 £279m
2010 £187m
2009 £229m
2008 £168m
2014 1907160
2013 1602060
2012 1381023
2011 1171136
2010 1044516
2009 839641
2008 591981
2014
revenue
pre tax
services
£6588m
2013 £6015m
2012 £4715m
2011 £4188m
2010 £3691m
2009 £2783m
2008 £1865m
2014 £446m
2013 £356m
2012 £314m
2011 £279m
2010 £187m
2009 £229m
2008 £168m
2014 1907160
2013 1602060
2012 1381023
2011 1171136
2010 1044516
2009 839641
2008 591981
2014
revenue
pre tax
services
£6588m
2013 £6015m
2012 £4715m
2011 £4188m
2010 £3691m
2009 £2783m
2008 £1865m
2014 £446m
2013 £356m
2012 £314m
2011 £279m
2010 £187m
2009 £229m
2008 £168m
2014 1907160
2013 1602060
2012 1381023
2011 1171136
2010 1044516
2009 839641
2008 591981 telecom plus plc report and accounts 2014 4
bill
one monthly bill
gas
we provide consistently low prices with  
guaranteed savings for domestic customers 
compared with the average of the cheapest variable 
tariffs charged by the ‘big 6’
fixed telephony
our fixedline telephony service gives members 
guaranteed savings on the cost of their line rental 
and call costs compared with all the major providers 
unlike our competitors most calls at evenings and 
weekends are free of charge for all members
broadband
a choice of highquality broadband services 
offering great value fast speeds and outstanding 
technical support for the vast majority of 
domestic internet users
mobile 
with a wide choice of handsets and competitive 
tariffs our mobile phone service provides 
outstanding value and great savings we also 
offer a unique ‘budget control’ option a loyalty 
discount free handset protection against loss or 
damage and a range of other benefits
electricity
we provide consistently low prices with 
guaranteed savings for domestic customers 
compared with the average of the cheapest 
variable tariffs charged by the ‘big 6’
cashback card
an exclusive prepaid mastercard® giving our 
members between 3 and 7 cashback at a 
wide range of leading national retailers
24 hours a day seven days a week strategic report governance financial statements
telecom plus plc report and accounts 2014 5
our services 
trading as the utility warehouse telecom plus plc provides a range of 
essential services to households and small to mediumsized businesses 
giving customers the convenience of a single monthly bill great value 
and awardwinning customer service all customers become members of 
our discount club ‘members’ giving them access to a wide range of 
additional benefits
the company avoids the need for expensive national advertising by 
working in partnership with over 44000 parttime independent distributors 
‘partners’ who signup new customers by telling them about the 
advantages of joining the club 
in general the more services a member takes from us the better value 
they receive with our lowest prices available to those who have chosen 
our ‘double gold’ bundle which includes all their energy and telephony 
services members can also benefit from using our exclusive cashback 
card and online shopping tools
partners receive a small share of the revenues we receive from each new 
member they introduce which encourages them to focus on finding 
creditworthy customers who take multiple services from us telecom plus plc  report and accounts 2014 6
chairman’s statement 
i am delighted to report another successful year for the company 
in which we have laid solid foundations for the next phase of our 
development whilst continuing to deliver strong levels of organic growth 
across all the core services we provide
in particular the negotiation of a new energy supply agreement with 
npower during the autumn which secures our access to the wholesale 
energy markets on improved commercial terms for a guaranteed period 
of 20 years has already enabled us to improve the competitiveness of our 
retail energy tariffs compared with those offered by the ‘big 6’ suppliers
the ongoing improvement in the quality of our customer base  
combined with the growth in the number of services we are providing 
mean that revenue and profitability for the year have again both  
reached record levels
results overview
adjusted pretax profits increased by over 25 to £446m 2013 £356m on revenue up by 95 to 
£6588m 2013 £6015m adjusted earnings per share for the year rose by 268 to 506p 2013 
399p
the relatively modest rise in revenue is due to continued strong organic growth in the number of customers 
using our services and industry wide increases in energy and telephony prices last autumn partially offset 
by much lower average energy consumption by domestic households during an exceptionally mild winter
adjusted pretax profits and earnings per share grew at a substantially faster rate than revenue reflecting 
the steadily increasing size of our customer base which was on average 18 higher than during the 
preceding year and an initial contribution from the new energy supply arrangements with npower
we remain encouraged by the strong growth in the number of services we are providing which reached 
1907160 2013 1602060 by the year end – a record increase of over 305000 services during the 
year and almost 40 higher than the growth achieved during the previous year one of the highlights 
within this strong performance has been a doubling in the proportion of new members taking all five 
of our core services gas electricity home phone mobile and broadband since the introduction of 
our new bundled service structure in november 2013 the average number of services taken by each 
residential club member has increased to 364 2013 354 these figures have been adjusted to reflect 
the autoenrolment into the club for the first time of around 60000 residential customers generally those 
who had moved into a property where we were already the incumbent energy supplier and who have 
never consciously bought into our core multiutility brand proposition following our decision to abolish 
membership fees for all residential customers in the autumn 
‘‘
” strategic report governance financial statements
 
telecom plus plc report and accounts 2014 7
in line with previous guidance we are proposing a final dividend of 19p 2013 18p bringing the total 
for the year to 35p 2013 31p this represents an increase of almost 13 compared with last year but 
on a significantly larger number of shares in issue following the equity fundraising in december 2013 we 
remain committed to a progressive dividend policy although the rate of increase will be tempered over the 
next few years as we service and repay the £100m of debt we borrowed in the autumn to partfund the 
transaction with npower
we were delighted to receive a number of further endorsements from which during the year recognising 
both the value we offer and the quality of service provided by our uk based customer service team 
including being ranked first in their most recent survey of fixed telephony and broadband suppliers and 
being nominated in two categories at their 2014 annual awards this is a reflection of the continuing 
focus and significant ongoing resources invested into delivering the best possible service to our members 
consistent with securing our position as the nation’s most trusted utility supplier 
our share of the profits from opus energy group limited “opus” in which we maintain a 20 stake 
increased during the year to £47m 2013 £34m this is an excellent result and reflects the continuing 
strong trading performance of the business
new energy supply arrangements 
in december 2013 we completed a transformational deal with npower which secured our supply of 
wholesale energy for 20 years on improved commercial terms this transaction involved us purchasing two 
of their subsidiaries gas plus supply limited and electricity plus supply limited for a total consideration 
of £218m of which £215m is deferred for three years the initial consideration was funded by a heavily 
oversubscribed equity fundraising which raised £130m before expenses and new debt facilities provided 
by barclays bank
business development
we restructured the way we present and sell our services during the autumn by introducing an attractive 
range of ‘gold’ bundles with enhanced benefits and lower pricing available for members choosing to 
take all their utilities from us making our unique multiutility sales proposition simpler for new members to 
understand and easier for our partners to promote
at the same time we reduced the number of energy tariffs we offer to comply with our new licence 
obligations following ofgem’s retail market review whilst taking advantage of the improved commercial 
terms of our new energy supply arrangements to make our retail prices even more competitive
in march 2014 we launched a number of new tools designed to help our partners promote our services 
and build their businesses more effectively these included a new film featuring sir terry wogan to help 
them explain our unique discount club and the benefits we offer to potential new members a simplified 
new online application process an animated video to explain our parttime income opportunity a new 
‘app’ which provides access in one place to all the main resources needed by our partners and an interest
free hire purchase scheme to enable them to acquire a suitable tablet to take best advantage of these new 
tools telecom plus plc  report and accounts 2014 8
we have continued to invest in providing customer service that is genuinely best in class improving the 
clarity and transparency of the benefits we offer and to consistently exceed our customers’ expectations 
as a result we have earned a higher level of trust amongst our customers than any other utility supplier 
consistent endorsements from which in their regular surveys and a net promoter score that typically 
fluctuates between 40 and 45 on a monthly basis
the steps we have taken over the last few years to improve our customer service and the quality of our 
customer base have led to a continuing progressive reduction in both our levels of churn and the proportion 
of members who are delinquent ie have at least two outstanding bills our bad debt charge for the year 
remained at 15 of revenue 2013 15 even though a significant number of new members joined 
during the year
route to market
the number of new partners joining the business during the year averaged around 1300 per month 2013 
1002 taking the total number of registered partners at the year end to a record high of over 44000 
2013 39848
we believe the continuing high level of interest in joining our business is being driven by the combination 
of continuing pressure on household budgets growing awareness of our brand and the attractiveness of 
the secure parttime additional income opportunity we offer we have enhanced the personal development 
programme we offer to help new partners get started more quickly promote our services more effectively 
and build a growing longterm residual income 
confidence and morale amongst our partners is currently extremely high following our recent annual sales 
conference in march which saw a record attendance we are delighted with the positive reaction we have 
seen to the range of new tools we introduced and the boost this has given to the strong momentum we 
were already seeing
corporate governance
the uk corporate governance code the “code” encourages the chairman to report personally on how 
the principles in the code relating to the role and effectiveness of the board have been applied
as a board we are responsible to the company’s shareholders for delivering sustainable shareholder value 
over the long term through effective management and good governance a key role of mine as executive 
chairman is to provide strong leadership to enable the board to operate effectively 
we believe that open and rigorous debate around key strategic issues and risks faced by the company is 
important in achieving our objectives and the company is fortunate to have nonexecutive directors with 
diverse and extensive business experience who actively contribute to these discussions 
further detail of the company’s governance processes and compliance with the code is set out in the 
corporate governance statement 
chairman’s statement 
continued  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 9
outlook
recent trading
a record number of partners attended our annual sales conference in march where we launched a range 
of new tools to help them build their businesses more effectively these resulted in an immediate uplift in 
activity by our partners as announced in our trading update on 4 april 2014 we are delighted that this 
momentum continued throughout april taking the total number of new partners recruited since our sales 
conference to over 5000
the combination of record numbers of new partners requiring training for the first time and existing 
partners wanting to repeat their training so they could fully understand how to take advantage of the new 
tools we had announced means we have provided 8000 training places since late march to cope with the 
increased demand – this is around four times the number of places usually required 
the backlog this created has now been cleared and customer gathering activity is starting to show an 
improvement over what were already extremely healthy levels if current trends continue the number of 
services we provide will show further significant net growth over the course of the year with our customer 
base increasing to around 600000 by the end of the year
energy prices
within the energy sector as a whole significant investment is needed over the next decade to renew and 
extend the distribution network replace nuclear and coalfired generating plant that is approaching the 
end of its useful life roll out smart meters and encourage the take up of energy efficiency and renewable 
energy programmes the costs associated with delivering these initiatives are likely to put continued upward 
pressure on retail energy prices over the medium term irrespective of any movements in wholesale energy 
commodity costs although these may be partially offset by the shifting of certain social and environmental 
costs from consumer bills into general taxation
regulatory
the proposals set out in ofgem’s retail market review have now been implemented these include a 
provision requiring each supplier to inform their customers on each bill they receive of any cheaper tariffs 
available which is intended to make it more difficult for suppliers to crosssubsidise attractive acquisition 
tariffs by overcharging their legacy customer base we anticipate benefitting from these new disclosure 
requirements as customers receive this additional information on future bills from our competitors over the 
course of the next 12 months in the meantime our tariffs bills and marketing are all fully compliant with 
the new licence conditions
the forthcoming review by the competition and markets authority is focussed on the ‘big 6’ energy 
suppliers and in particular whether their vertically integrated structure is acting against the public interest 
as such we do not expect it to have any adverse impact on us as the leading independent supplier it 
should be noted that our wholesale energy supply arrangements with npower are expected to largely 
insulate us against any margin pressure from the proposed 20month price freeze likely to be included in 
the labour party manifesto for the forthcoming election telecom plus plc  report and accounts 2014 10
prospects
our partners continue to demonstrate their ability to gather high quality new members in substantial 
volumes and the high proportion of new members taking all five of our core services now running at 
around 25 is particularly encouraging
having reached the 500000 customer milestone a few months ago our focus now is on doubling this 
to one million customers and beyond over the medium term this would represent a uk market share of 
less than 4 and seems eminently achievable given our track record of consistently delivering 15
20 annual growth in the number of services we supply over the last few years current high levels of 
confidence amongst our existing partners and the record numbers of new partners who have joined the 
business since our sales conference in march give us confidence that these strong rates of organic growth 
are sustainable going forward
the steadily improving quality of our customer base gives us good visibility over future revenues and 
margins on the various services we provide and our adjusted pretax profits for the current year will show 
a significant increase over last year’s reported numbers reflecting both the strong organic customer growth 
we have achieved over the last 12 months combined with the financial benefits of the transaction with 
npower we completed in december 
we remain comfortable with market expectations for adjusted pretax profits for the current year of £63m 
an increase of almost 50 on last year as a result shareholders can look forward to progressive growth 
in the level of our dividends notwithstanding that we will be repaying £20m of debt over the course of the 
current year
it only remains for me to thank my boardroom colleagues for their support and all our staff and partners for 
their loyalty and hard work during the past year and to wish each and every one of them success in the 
years to come
charles wigoder
executive chairman
20 may 2014
chairman’s statement 
continued  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 11
chief executive’s review
markets
we supply a wide range of essential utility services gas electricity landline broadband and mobile 
to both domestic and small business customers these are all substantial markets and represent a vast 
opportunity for further organic growth
the markets we operate in are dominated by a relatively small number of former monopoly suppliers and 
other owners of infrastructure assets although in each there are also a number of independent suppliers 
carving out their own niches generally based on price 
business model
the utility warehouse has a fundamentally different business model to any other utility provider in the uk in 
three key respects
•  firstly we provide our services through the utility warehouse discount club in which each customer 
becomes a member
•   secondly we are the only fully integrated provider of both energy and communications services with a 
single set of overheads that we can spread across our multiple revenue streams and 
•  thirdly we have a unique route to market with an ‘army’ of over 44000 parttime selfemployed 
partners this means that instead of seeking to attract new members through expensive advertising on 
television or in the national press direct marketing or price comparison sites we instead benefit from 
genuine personal recommendations by both our partners and also by existing members
partners can earn a small percentage of the monthly revenues generated by any members gathered either 
personally or by someone in their team on a similar basis members are directly rewarded with shopping 
vouchers when they introduce a new member and receive additional vouchers annually in december 
provided the members they have introduced are still using our services 
we continue to invest heavily in our bespoke it systems these enable us to integrate all the services we 
supply into a single monthly bill supported by just one set of central overheads including all administrative 
and customer service functions this highly efficient cost base is a key factor in enabling us to offer 
attractive pricing and a wide range of valuable benefits to our members a secure residual income to our 
partners and a growing dividend stream to shareholders
our business model requires us to provide exceptional customer service in order to convert our members 
into fans and ensure our partners have the confidence to recommend us to their friends and family we are 
extremely pleased with the further progress we have made this year towards achieving these goals and in 
securing our position as the nation’s most trusted utility provider
strategy
our strategy is to build on the current strong levels of organic growth we are achieving in order to 
progressively increase our share of the markets in which we operate telecom plus plc  report and accounts 2014 12
we will achieve this by maintaining our focus on delivering bestinclass customer service investing in 
our systems and staff simplifying and where possible improving the competitiveness of our services 
even further encouraging existing members to talk about the unique benefits we offer to their friends and 
acquaintances and making it easier for our partners to promote our services more effectively
we continue to explore the possibility of expanding our current range of core services into areas where 
we can leverage our existing strong relationship with our members to offer them improved service and 
better value on services they currently obtain from other suppliers whilst also delivering a satisfactory return 
for our shareholders potential additional services include water television andor a range of insurance 
products eg home and motor policies
operational performance and nonfinancial kpis
our overall performance for the year has been extremely encouraging in a number of key respects
•  continuing strong organic growth with service numbers up by 305100 2013 221037
•  lower chur n
•  lower delinquency
•  growing proportion of members taking all five of our core services
•  significant increase in the number of new partners
•  positive reviews and recognition from which for both energy and telephony services
•  consistently high net promoter scores 
against the background of a broadly flat economy and with household incomes remaining under pressure 
our valuebased consumer proposition and the parttime income opportunity we offer are extremely 
attractive to both members and partners respectively
our continuing strong organic growth is underpinned by high levels of confidence amongst our partners 
in our brand and financial strength the good value provided by our services and our commitment to 
delivering bestinclass customer service 
customers
customer group 2014 2013
residential club 495234 425118
business club 29098 28313           
total club 524332 453431                              
tml 6307 7601                           
total group 530639 461032                 
chief executive’s review
continued  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 13
our customer base can be split into three groups as set out in the above table each of which has different 
characteristics
i  residential customers who are members of the utility warehouse discount club 933 of our 
customers taking on average 364 services from us
ii    small businesses who are members of the utility warehouse discount club for business 55 of our 
customers taking on average 274 services from us and
iii  other small businesses signed up through our wholly owned telecommunications management 
limited “tml” subsidiary 12 of our customers taking on average 356 services from us these 
customers are no longer considered a core part of the business and their contribution is becoming 
progressively less material in the context of the group
within the residential club there is a further difference in quality and therefore in the revenues and profits 
they will generate over the time they remain a club member between members depending on whether 
they are a homeowner and on the number of services we provide to them we are therefore pleased 
that against the backdrop of an increasing national trend towards renting the proportion of homeowners 
amongst new members has remained broadly steady at around 75 and the proportion of new members 
taking all five of our core services has increased significantly compared with the previous year
percentage of new residential club members taking five core services
244 q4 fy14
163 q3 fy14
132 q2 fy14
133 q1 fy14
although on average a new member taking all five of our core services requires a greater initial investment 
these members benefit from our most competitive prices generate higher commission for our partners and 
provide the greatest lifetime value to the company
overall churn within our customer base has continued to fall this is best illustrated by analysing individual 
energy supply point churn which declined to an average of just 08 per month during the final quarter 
and demonstrates one of the key benefits from progressively improving the quality of our customer base telecom plus plc  report and accounts 2014 14
energy supply point churn
average revenue per customer would have shown a further increase during the year due to the 
improvement in the quality of our customer base and slightly higher retail prices but these positive factors 
were more than offset by lower energy consumption during an exceptionally mild winter this year and the 
comparison with an exceptionally cold winter which inflated energy spend the previous year
average revenue per customer
these revenue figures relate to the customer management operating segment and exclude our tml subsidiary
£1302
£1363
£1190
£1162
£1152
£1057
£824
£801
£634
£505
£482
£459
£329
£316
£286
£190 1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
104 fy14
112 fy13
133 fy12
163 fy11
chief executive’s review
continued  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 15
we enjoy high levels of overall customer satisfaction as evidenced by the positive reviews we receive from 
which magazine on a regular basis and the feedback we receive from the surveys we send out each 
month to members who have contacted our call centre this feedback is consistently generating a positive 
net promoter score of around 40 to put this into context any score above zero in the utility sector would 
be considered highly acceptable eon has reported a score of 21 in its residential supply business and 
the average in a 2013 satmetrix industry report on internet service providers was 9
our innovative cashback card continues to generate significant monthly savings for our discount club 
members with the total value of cashback credited to members since launching this programme now in 
excess of £18m in addition we have seen increasing numbers of members using our online shopping 
portal and price comparison service to help them find the cheapest online supplier for a wide range of 
everyday household goods and to earn additional cashback
services
our full range of services include fixed telephony calls and line rental broadband mobile gas 
electricity and cashback card at the year end we supplied a total of 1907160 services 2013 
1602060 representing a record net increase of 305100 during the year
services 2014 2013
electricity 474123 403922
gas 392744 334565
fixed telephony calls and ngn 296820 260502
fixed telephony line rental 264341 221692
broadband 221938 175337
mobile 117425 89017
cashback card 139769 117025
total 1907160 1602060
residential club 1804830 1504802
business club 79864 72676
total club 1884694 1577478
tml 22466 24582
total group 1907160 1602060
we saw consistent quarterly growth throughout the year in all the core services we provide gas electricity 
mobile home phone and broadband with a particularly pleasing 319 rise in the number of mobile 
services provided this increase means penetration of mobile within our residential club has risen from 
125 to 237 over the last three years as a result of our continuing investment in making this service 
more attractive to members with around 35 of new members taking this service there remains 
significant scope for further improvement in this level of penetration over the next few years telecom plus plc  report and accounts 2014 16
cashback card
our exclusive cashback card has proven itself as an important member acquisition and retention tool it 
gives our members the opportunity to achieve additional savings of between 3 and 7 on their shopping 
at a wide range of participating retailers which they receive as a credit on their next monthly bill from us
we have seen a 19 increase during the year in the number of cards in issue to 139769 2013 117025 
with a little under one third of new residential club members applying for a card we believe this steady 
level of demand is a reflection of the continuing challenging economic climate where many new members 
find it difficult to fund the switch from paying in arrears on their credit card to paying for their purchases in 
advance with a prepayment card
we paid over £46m 2013 £44m in cashback to our members during the year funded entirely by the 
retailers in the programme with many members achieving a reduction of between 20 and 30 on the 
amount they pay for the utilities we are supplying to them each month simply by using their cashback card 
instead of an alternative payment card for most of their regular household shopping
customer service
we pride ourselves on delivering firstclass service to our members through a single call centre based in the 
uk we try to ensure where possible that the first person a member speaks to is able to resolve any issues 
they may have with their multiutility account
we have a relentless focus on improving the service experience we deliver to our members we readily 
invest in technology that we believe will genuinely achieve this objective and continually assess the 
numerous qualitative and quantitative performance measurement tools that we employ to monitor all aspects 
of our members’ interactions with us in order to ensure the overall quality of their experience 
we have been delighted at the consistently high customer service ratings we receive in which magazine 
and the overwhelmingly positive feedback we receive from members in our own surveys
partners
our partners are one of the key strengths of our business in contrast to the routes to market adopted by 
other suppliers of essential household services the alignment of financial interest provided by our revenue
sharing model the structure of our compensation plan and the substantial number of partners who hold 
equity or share options in the company incentivise them to focus their activities on finding creditworthy 
higherspending customers who will reap the maximum savings from using our services and will thus be 
least likely to churn by doing so they maximise their own longterm income this ensures that cases of mis
selling are generally both inadvertent and extremely rare
we provide a variety of training and personal development courses both online and classroom based 
designed to provide the skills and knowledge they need to gather members and recruit other partners 
effectively and successfully all of these courses are free to attend in addition we have recently introduced 
an interestfree hire purchase scheme to allow our partners access to a tablet to help them present the 
benefits of our unique discount club
chief executive’s review
continued  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 17
our car plan which provides eligible partners with a subsidised utility warehouse branded bmw mini 
remains extremely popular and around 575 vehicles are now in circulation 2013 500 owners inform 
us that they find these helpful in raising their local profile resulting in enquiries from both potential new 
members and partners
premises and systems 
we are making good progress with the refurbishment of our new headquarters office building which 
we purchased in february 2012 once this project is completed towards the end of this year it will 
provide sufficient space to support our growing business needs for the foreseeable future from a systems 
perspective we have the capacity to manage a substantial increase in our current customer and service 
numbers without the need for any material further investment
andrew lindsay mbe
chief executive officer
20 may 2014  telecom plus plc  report and accounts 2014 18
financial review
overview of results
adjusted
1
statutory
2014 2013 change 2014 2013 change
revenue £6588m £6015m 95 £6588m £6015m 95
profit before tax £446m £356m 253 £366m £346m 58
basic eps 506p 399p 268 398p 387p 28
dividend per share 350p 310p 129 350p 310p 129
1
in order to provide a clearer presentation of the underlying performance of the group adjusted profit before tax and adjusted basic 
eps exclude share incentive scheme charges and the amortisation of the intangible asset arising on entering into the new energy 
supply arrangements with npower in december 2013
summary
the increase in revenue during the year has been driven by continuing strong organic growth in the 
number of services we provide combined with modest price increases partially offset by the swing from an 
extremely cold winter in 2013 to an unseasonably mild winter in 2014
the improvement in adjusted pretax profits of 253 reflects the underlying increase in the average 
number of customers during the year improving economies of scale and an initial contribution from our 
new energy supply arrangements since december
the increase in both the quantity and quality of new customers added over the course of the year has led to 
an increased loss from our customer acquisition operating segment of £121m 2013 £101m although 
the average acquisition cost per customer fell during the second half following the introduction of our new 
‘gold’ bundle structure 
distribution expenses remained broadly flat as a proportion of revenue reflecting the progressive 
implementation of the new distributor compensation plan we announced almost 18 months ago in absolute 
terms they increased by £10m as a result of higher payments to partners arising from our continuing strong 
organic growth and the higher revenue we achieved for the year 
administrative expenses increased during the year by £70m to £416m 2013 £346m as a result of 
higher staff costs an increase in bank charges relating to our new debt facilities with barclays greater 
telephony costs following our decision to introduce a freephone 0800 number for customer services and 
the oneoff costs associated with the energy retail market review
adjusted earnings per share increased by 268 to 506p 2013 399p in accordance with previous 
guidance and our strong cash position the company is proposing to pay a final dividend of 19p 2013 
18p per share making a total dividend of 35p 2013 31p per share for the year
margins
our overall gross margin for the year was slightly above previous guidance at 152 2013 139 
as a direct consequence of our new energy supply arrangements with npower which were completed in  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 19
december 2013 we are therefore updating our guidance on gross profit margins and now expect them to 
be within a range of 15 to 17 previously 13 to 15 for the foreseeable future 
customer management business
our customer management business delivered record growth of over 300000 services during the year 
making eleven consecutive quarters in which we have delivered net growth of over 50000 services 
net growth in services 
57957 q4 fy14
81429 q3 fy14
101447 q2 fy14
64267 q1 fy14
57827 q4 fy13
55488 q3 fy13
54406 q2 fy13
53316 q1 fy13
58855 q4 fy12
51529 q3 fy12
61363 q2 fy12
38140 q1 fy12
the consistency of these numbers reflects our continuing focus on making it easier for our partners to gather 
new members by simplifying our processes improving membership benefits making our services more 
competitive and improving our customer service as a result all our core services are now seeing strong 
monthly growth
the particularly high growth in service numbers during q2 and q3 last year was due to exceptionally 
favourable market conditions and strong promotional activity and should not be interpreted as a precedent 
for similar seasonal outperformance in these periods in future years
the progressive improvement in the quality of our customer base with lower levels of delinquency and 
a steady increase in the average number of services being taken by each customer has resulted in a 
progressive reduction in both churn and bad debts over the last four years telecom plus plc  report and accounts 2014 20
revenues increased across all our services during the year however the exceptionally mild winter resulted 
in significantly lower gas consumption than expected
revenue by service £m 2014 2013
electricity 2703 2352 
gas 2576 2565 
fixed communications telephonybroadband 822 718 
mobile 167 137 
other 157 150 
total 6425 5922 
customer acquisition
our net investment in acquiring new customers increased during the year to £121m 2013 £101m 
reflecting the strong organic growth we achieved in the number of services being provided 
although the initial cost of acquiring a customer who takes one of our ‘gold bundles’ can be considerably 
higher than for a household taking fewer services our experience shows that the lifetime value of such 
customers more than compensates for the higher upfront costs we incur
distribution and administrative expenses
distribution expenses which primarily represent the share of our revenues that we pay as commission 
to partners increased by £10m to £186m 2013 £176m this reflects an increase in the amount of 
residual income we paid combined with higher bonus and incentive payments resulting from the significant 
increase in our organic growth compared with the previous year
within administrative expenses the bad debt charge for the year remained constant at 15 of revenues 
2013 15 but increased slightly in absolute terms to £99m 2013 £90m partly due to an increase 
in the number of fraudulent applications for premium mobile phones during the first half of the year which 
triggered an immediate tightening of our credit checking procedures
whilst remaining sympathetic to the financial difficulties some households are experiencing in paying 
for their energy we continue to manage our bad debt risk by installing prepayment meters at properties 
where the occupiers are unwilling to pay for the energy they are using by any other means we installed 
8958 of them during the year 2013 6584 many of them at the customer’s own request which 
helped grow our base of prepayment meters to 50095 2013 33563 representing approximately 
58 of the energy services we supply this remains significantly below the average level of prepayment 
meters within the industry of around 15
financial review
continued strategic report governance financial statements
 
telecom plus plc report and accounts 2014 21
looking to the future the further reduction we have seen in the proportion of delinquent customers across the 
year is we believe a useful forward indicator to the level of bad debts we can expect over the medium term 
delinquent customers
195
182
171
153
126
134
133
117
108
132
130
115
100
115
240 q2 fy11
q3 fy11
q4 fy11
q1 fy12
q2 fy12
q3 fy12
q4 fy12
q1 fy13
q2 fy13
q3 fy13
q4 fy13
q1 fy14
q2 fy14
q3 fy14
q4 fy14
the average number of employees increased from 604 to 696 most of which took place in the second half 
of the year this increase in headcount of 15 is below the increase we saw during the year in the number 
of services we are providing as we continue to enhance our systems to manage our growing customer 
base more effectively personnel expenses excluding the noncash accounting cost of share incentive 
schemes increased by 208 during the year to £238m 2013 £197m as we continue to strengthen 
our management team 
other yearonyear adverse movements in administrative expenses included an increase in bank charges 
relating to our new debt facilities with barclays greater telephony costs following our decision to introduce 
a freephone 0800 number for customer services and the oneoff costs associated with the energy retail 
market review 
overall administrative expenses represented 63 of revenue for the year 2013 58 mainly due to 
substantially lower spend by members on their energy during an exceptionally mild winter we continue to 
look for efficiency savings throughout the business to maximise economies of scale as we continue to grow telecom plus plc  report and accounts 2014 22
opus 
our share of the profits from opus energy group limited “opus” in which we maintain a 20 stake 
increased during the year to £47m 2013 £34m this excellent result reflects a continuing strong trading 
performance and the further steady progress they have made in supplying gas alongside electricity into the 
small business and corporate sector for which they are now buying renewable energy from over 500 small 
uk generators opus revenues increased by 176 to just over £434m 2013 £369m and profit before 
tax increased from £224m to £302m
we remain encouraged by the resilience of the business model and the strength and experience of the opus 
management team and expect to receive a dividend of approximately £41m in july 2014 our shareholding 
in opus is valued on our balance sheet at £88m in line with standard accounting policy notwithstanding the 
likelihood that its market value is substantially in excess of this figure we are extremely pleased to have such 
significant exposure to this rapidly growing profitable and highly cash generative business
new energy supply arrangements 
in december 2013 we improved the commercial terms of our energy supply arrangements with npower by 
acquiring electricity plus supply limited and gas plus supply limited for a total consideration of £218m of 
which £215m is deferred for three years
to fund this transaction and other working capital requirements associated with our recent rapid organic 
growth we raised £130m of equity from shareholders and £100m of debt from barclays bank the debt is 
due to be repaid over three years as set out in note 12 to the financial statements on page 100
this transaction has given rise to the creation of a significant intangible asset in the balance sheet of the 
group in accordance with the relevant accounting standards we will be amortising it on a straightline 
basis over the 20 year life of the new energy supply arrangements as this amortisation is a noncash item 
and unrelated to the underlying trading performance of the business the financial results on which we will 
be focussing each year will exclude any impact from this amortisation 
cash capital expenditure and working capital
our cash balances at the yearend increased to £454m 2013 £34m this reflects continuing strong 
underlying operational cash generation combined with advance funding from npower to cover various industry 
related costs which they were paying directly prior to the new energy supply agreement coming into effect
cash outflows are expected to be significantly higher this year as we complete the £20m refurbishment 
of our new headquarters office building support our distribution channel with branded bmw minis and 
tablets and fund growing demand from customers for ‘free’ smartphones facilities have been arranged 
with barclays bank to enable us to fund these costs without affecting our progressive dividend policy
we anticipate a modest rise in our working capital requirements over the next two years due to a number 
of factors i the costs associated with funding the growth in our mobile business where increasing 
numbers of customers are choosing to be provided with a premium mobile handset which they can obtain 
from us with no upfront cost on a 24 month contract ii an increase in the number of bmw minis supplied 
to partners on hire purchase agreements and iii the cost of providing them with tablets on 30 months 
interestfree credit to help them build their businesses more effectively 
under the terms of the new energy supply arrangements npower remains responsible for funding the 
working capital requirements associated with our energy budget plan customers
financial review
continued  strategic report governance financial statements
 
telecom plus plc report and accounts 2014 23
borrowings 
our balance sheet at the year end shows a net debt position of £536m 2013 net cash £08m which 
principally reflects the impact of the £100m we borrowed from barclays to help fund the recent transaction 
with npower 
dividend 
the final dividend of 19p per share 2013 18p will be paid on 1 august 2014 to shareholders on 
the register at the close of business on 18 july 2014 and is subject to approval by shareholders at the 
company’s annual general meeting which will be held on 15 july 2014 this makes a total dividend 
payable for the year of 35p 2013 31p
we remain firmly committed to a progressive dividend policy but the level of distributions to shareholders 
for the current year will need to reflect the impact of starting to repay the borrowings we arranged in 
december to partfund our recent transaction with npower our current expectation is that the total 
dividend for the current year will therefore increase by around 15 and thereafter that further growth 
in earnings from the level we achieve this year should be reflected in a corresponding rise in the level of 
distributions to shareholders
share incentive scheme charges
operating profit is stated after share incentive scheme charges of £42m 2013 £09m these expenses 
relate to an accounting charge under ifrs 2 share based payments “ifrs 2” 
as a result of the increasing relative importance of share incentive scheme charges as a proportion 
of our pretax profits we are separately disclosing this amount within the consolidated statement of 
comprehensive income for the period and excluding these charges from our calculation of adjusted profits 
and earnings the increase in this charge mainly reflects the strong rise in the company’s share price 
during the financial year and therefore separate disclosure is considered appropriate so that the underlying 
performance of the business can be clearly identified 
in accordance with ifrs 2 awards made under the company’s jsop share incentive scheme are deemed 
to be cashsettled however whilst approximately £34m 2013 £04m of the share incentive scheme 
charges during the year relate to jsop awards and could therefore be settled in cash in practice it is 
expected that any settlement of awards under the jsop will be made in equity our current earnings per 
share have therefore been adjusted to eliminate these share incentive scheme charges
taxation
a full analysis of the taxation charge for the year is set out in note 4 to the financial statements the tax 
charge for the year is £77m 2013 £76m 
the effective tax rate for the year was 209 2013 218
chris houghton
finance director
20 may 2014
  telecom plus plc  report and accounts 2014 24
principal risks and uncertainties 
background
the group faces various risk factors both internal and external which could have a material impact on 
longterm performance however the group’s underlying business model is considered relatively low
risk with no need for management to take any disproportionate risks in order to preserve or generate 
shareholder value
the group continues to develop and operate a consistent and systematic risk management process which 
involves risk ranking prioritisation and subsequent evaluation with a view to ensuring all significant risks 
have been identified prioritised and where possible eliminated and that systems of control are in place to 
manage any remaining risks 
a formal document is prepared by the executive directors and senior management team on a regular basis 
detailing the key risks faced by the group and the operational controls in place to mitigate those risks this 
document is then reviewed by the audit committee
business model
the principal risks outlined below should be viewed in the context of the group’s business model as a 
reseller of utility services gas electricity fixed line telephony mobile telephony and broadband internet 
under the utility warehouse and tml brands as a reseller the group does not own any of the network 
infrastructure required to deliver its services to customers this means that while the group is heavily reliant 
on third party providers it is insulated from all the direct risks associated with owning andor operating 
such capital intensive infrastructure itself  
the group’s services are promoted using ‘word of mouth’ by a large network of independent partners who 
are paid solely on a commission basis this means that the group has minimal fixed costs associated with 
acquiring new customers
the principal specific risks arising from the group’s business model and the measures taken to mitigate 
those risks are set out below
reputational risk
the group’s reputation amongst its customers suppliers and partners is believed to be fundamental to the 
future success of the group failure to meet expectations in terms of the services provided by the group 
the way the group does business or in the group’s financial performance could have a material negative 
impact on the group’s performance
in relation to customer service reputational risk is principally mitigated through the group’s recruitment 
processes a focus on closely monitoring staff performance including the use of direct customer feedback 
surveys net promoter score and through the provision of rigorous staff training 
responsibility for maintaining effective relationships with suppliers and partners rests primarily with the 
appropriate member of the group’s senior management team with responsibility for the relevant area any 
material changes to supplier agreements and partner commission arrangements which could impact the group’s 
relationships are generally negotiated by the executive directors and ultimately approved by the full board strategic report governance financial statements
 
telecom plus plc report and accounts 2014 25
information technology risk
the group is dependent on its proprietary billing and customer management software for the  
successful operation of its business model this software is developed and maintained in accordance with 
the changing needs of the business by a team of highly skilled longstanding motivated and experienced 
individuals
all significant changes which are made to the billing and customer management software are tested as 
extensively as reasonably practical before launch and are ultimately approved by the heads of the it and 
billing departments in consultation with the chief executive as appropriate 
backups of both the software and underlying billing and customer data are made on a regular basis  
and securely stored offsite the group also has extensive backup information technology infrastructure in 
the event of a failure of the main system designed to ensure that a nearseamless service to customers can 
be maintained
legislative and regulatory risk
the group is subject to varying laws and regulations including possible adverse effects from european 
regulatory intervention the energy markets in the uk and continental europe are subject to comprehensive 
operating requirements as defined by the relevant sector regulators andor government departments 
amendments to the regulatory regime could have an impact on the group’s ability to achieve its financial 
goals furthermore the group is obliged to comply with retail supply procedures amendments to which 
could have an impact on operating costs
the group is a licensed gas and electricity supplier and therefore has a direct regulatory relationship 
with ofgem if the group fails to maintain an effective relationship with ofgem and comply with its licence 
obligations it could be subject to fines or to the removal of its respective licences
recent regulatory changes such as the new requirements in relation to smart energy meters with the 
potential for additional costs if existing meters must be replaced prior to the end of their planned lives and 
social tariffs and changes to the current decommissioning regime could all have a potentially significant 
impact on the sector although any additional costs associated with smart metering are not expected to 
affect the net margins earned by energy suppliers as any such extra costs are likely to be reflected in 
higher retail charges 
in general the majority of the group’s services are supplied into highly regulated markets and this 
could restrict the operational flexibility of the group’s business in order to mitigate this risk the group 
maintains an appropriate relationship with both ofgem and ofcom the uk regulators for the energy and 
communications markets respectively and the department for energy and climate change “decc” the 
group engages with officials from all these organisations on a periodic basis to ensure they are aware of 
the group’s views when they are consulting on proposed regulatory changes or if there are competition 
issues the group needs to raise with them
however it should be noted that the regulatory environment for the various markets in which the group 
operates is generally focussed on promoting competition as one of the new entrants it seems reasonable 
to expect that most such changes will broadly be beneficial to the group given the group’s relatively  telecom plus plc  report and accounts 2014 26
small size compared to the former monopoly incumbents with whom it competes although these changes 
and their actual impact remain uncertain at present furthermore the governmental focus on reform of 
the energy market and the recently announced investigation by the competition and markets authority 
appears to be targeted at the large vertically integrated suppliers with consideration being given to the 
desirability of breaking the link between energy generation and retail supply
political and consumer concern over rising energy prices and fuel poverty may lead to further reviews of the 
energy market which could result in further consumer protection legislation being introduced through energy 
supply licences the government could also choose to introduce adverse measures such as a windfall 
tax on the group or price controls for certain customer segments in addition political and regulatory 
developments affecting the energy markets within which the group operates may have a material adverse 
effect on the group’s business results of operations and overall financial condition although the proposed 
labour party energy price freeze for 20 months following the forthcoming election is not expected to put 
pressure on the margins of the group if implemented
financing risk
as a result of the recent transaction with npower the group has entered into new debt facilities leading 
to increased debt service obligations which may place operating and financial restrictions on the group 
this debt could have adverse consequences insofar as it a requires the group to dedicate a material 
proportion of its cash flows from operations to fund payments in respect of the debt thereby reducing the 
flexibility of the group to utilise its cash to invest in andor grow the business b increases the group’s 
vulnerability to adverse general economic andor industry conditions c may limit the group’s flexibility 
in planning for or reacting to changes in its business or the industry in which it operates d may limit the 
group’s ability to raise additional debt in the long term and e could restrict the group from making larger 
strategic acquisitions or exploiting business opportunities
each of these prospective adverse consequences or a combination of some or all of them could result in 
the potential growth of the group being at a slower rate than may otherwise be achieved
fraud and bad debt risk 
the group has a universal supply obligation in relation to the provision of energy to domestic customers 
this means that although the group is entitled to request a reasonable deposit from potential new customers 
who are not considered creditworthy the group is obliged to supply domestic energy to everyone who 
submits a properly completed application form where customers subsequently fail to pay for the energy 
they have used “delinquent customers” there is likely to be a considerable delay before the group 
is able to control its exposure to future bad debt from them by either installing a prepayment meter or 
disconnecting their supply and the costs associated with preventing such delinquent customers from 
increasing their indebtedness are not always fully recovered
fraud within the telephony industry may arise from customers using the services without intending to pay 
their supplier the amounts involved are generally relatively small as the group has sophisticated call traffic 
monitoring systems to identify material occurrences of fraud the group is able to immediately eliminate 
any further bad debt exposure by disconnecting any telephony service that demonstrates a suspicious 
usage profile or falls into arrears on payments
principal risks and uncertainties 
continued strategic report governance financial statements
 
telecom plus plc report and accounts 2014 27
more generally the group is also exposed to payment card fraud where customers use stolen cards to obtain 
credit eg on their cashback card or goods eg smartphones and tablets from the group the group 
regularly reviews and refines its fraud protection systems to reduce its potential exposure to such risks
wholesale prices risk
the group does not own or operate any utility network infrastructure itself choosing instead to purchase 
the capacity needed from third parties the advantage of this approach is that the group is protected from 
technological risk capacity risk or the risk of obsolescence as it can purchase the amount of each service 
required to meet its customers’ needs 
whilst there is a theoretical risk that in some of the areas in which the group operates it may be unable 
to secure access to the necessary infrastructure on commercially attractive terms in practice the pricing of 
access to such infrastructure is either regulated as in the energy market or subject to significant competitive 
pressures as in telephony and broadband the profile of the group’s customers the significant quantities of 
each service they consume in aggregate and its clearly differentiated route to market has historically proven 
attractive to potential partners who compete aggressively to secure a share of the group’s growing business
the supply of energy which accounts for an increasing proportion of sales each year has different  
risks associated with it the wholesale price can be extremely volatile and customer demand can be 
subject to considerable short term fluctuations depending on the weather the group has a longstanding 
supply relationship with npower under which the latter assumes the substantive risks and rewards of 
hedging and buying energy for the group’s customers if the group did not have the benefit of this long 
term supply agreement it would be exposed to the pricing risk of securing access to the necessary energy 
on the open market
competitive risk
the group operates in highly competitive markets and significant service innovations or increased price 
competition could impact future profit margins in order to maintain its competitive position there is a 
consistent focus on ways of improving operational efficiency and keeping the cost base as low as possible 
new service innovations are monitored closely by senior management and the group is typically able to 
respond rapidly by offering any new services using the infrastructure of its existing suppliers the group 
offers a unique multiservice proposition the increasing proportion of customers who are benefiting from 
a genuine multiutility solution that is unavailable from any other known supplier materially reduces any 
competitive threat
the directors anticipate that the group will face continued competition in the future as the market grows 
new companies enter the market and alternative technologies and services become available the group’s 
services and expertise may be rendered obsolete or uneconomic by technological advances or novel 
approaches developed by one or more of the group’s competitors the existing approaches of the group’s 
competitors or new approaches or technologies developed by such competitors may be more effective 
or affordable than those supplied to the group there can be no assurance that the group’s competitors 
will not develop more effective or more affordable technologies or services thus rendering the group’s 
technologies andor services obsolete uncompetitive or uneconomical there can be no assurance that the 
group will be able to compete successfully with existing or potential competitors or that competitive factors  telecom plus plc  report and accounts 2014 28
will not have a material adverse effect on the group’s business financial condition or results of operations 
however as the group’s customer base continues to rise competition amongst suppliers of services to 
the group is expected to increase this has already been evidenced by various volumerelated growth 
incentives which have been agreed with the group’s three largest wholesale suppliers this should ensure 
that the group has direct access to new technologies and services available to the market 
infrastructure risk
the provision of services to the group’s customers is reliant on the efficient operation of third party physical 
infrastructure there is a risk of disruption to the supply of services to customers through any failure in 
the infrastructure eg gas shortages power cuts or damage to communications networks however 
as the infrastructure is generally shared with other suppliers any material disruption to the supply of 
services is likely to impact a large part of the market as a whole and it is unlikely that the group would 
be disproportionately affected in the event of any prolonged disruption isolated to the group’s principal 
supplier within a particular market services required by customers could be sourced from another provider
 
principal risks and uncertainties 
continued strategic report governance financial statements
 
telecom plus plc report and accounts 2014 29
people and organisation
employees
we rely on the combined efforts of around 740 employees to manage relationships with both our members 
and partners and deliver a consistently high quality of service at all times we pay considerable attention 
to recruiting developing and retaining people with appropriate skills
we continue to recruit new members of staff through our own assessment centre designed to give the 
company greater control over the recruitment process and to ensure we select the very best candidates for 
our positions once they have joined new starters go through a structured training programme to ensure 
that they are fully equipped to resolve any customer queries and to provide the high level of customer 
service that we demand everyone who successfully completes this programme celebrates their achievement 
at a quarterly graduation ceremony where they are presented with a certificate and champagne by the 
chief executive
the combination of valuing and developing our staff our serviceoriented culture and the daytoday 
reinforcement of our core values are key competitive advantages in enabling us to attract and retain a 
motivated talented and diverse workforce 
we continue to invest in our people and have comprehensive manager and supervisor development 
programmes which are accompanied by selective executive coaching we have introduced an online 
learning portal to assist in the development of all our employees and make available a wide range of 
‘skills builder courses’ in addition to elearning modules we promote from within where possible into both 
specialist and managerial roles 
our monthly employee recognition awards enable the company to celebrate and reward employees who 
have gone ‘over and above’ in the performance of their role 
we actively seek to engage all our employees in changes that may concern them rather than just a 
representative few on a committee an example of this was while we were rolling out a workforce 
management system recently when all members of staff were engaged in group discussions also when we 
introduced our mission statement to become the nation’s most trusted utility company we collaborated with 
each department in dialogue groups to help them frame their own personal mission statements we monitor 
employee engagement with an internal staff survey which shows high levels of satisfaction this year 
90 of employees who responded stated that they enjoy working for the company we keep employees 
informed on a regular basis of the financial performance of the business and other matters of potential 
concern to them through the company intranet ad hoc emails the monthly company newsletter and 
quarterly breakfast forums with the chief executive
we operate an ‘opendoor’ policy throughout the business provide employees with various mechanisms for 
providing feedback and making suggestions and include open ended questions within the staff survey 
we have an active staff social committee which organises a wide range of events supported by the 
company including the annual summer and christmas parties poker evenings quiz nights and many other 
ad hoc fun events this year to mark reaching half a million customers a week of fun celebrations was 
organised for all our members of staff we also have a ‘fun fund’ set aside for departmental social events telecom plus plc  report and accounts 2014 30
we promote staff wellbeing through an employee assistance helpline subsidised onsite fitness classes 
periodic atdesk massages healthy meal options in the staff restaurant and a cycle to work scheme each 
september we run our ‘fit pig week’ to promote health and wellbeing within the company with a range of 
fun events and incentives this year we introduced a medical healthcare cash plan ‘medicash’ allowing 
employees to obtain cover at a corporate rate
we continue to invest in our premises as necessary to ensure the working environment is as attractive as 
possible consistent with the practical needs of running the business with the exception of our logistics 
team all our employees work together in network hq our head office building in london we operate a 
heavily subsidised staff restaurant and provide a recreation room in both our head office and warehouse 
premises we provide a wide range of other staff benefits including a significant discount on the services 
we provide employee loans at preferential interest rates a generous christmas bonus scheme and 
recognition for five and 10 years’ service
we are pleased to report that average levels of staff absence this year remained below six days per year 
in line with the encouragingly low level we achieved during the preceding year
the company operates an hm revenue and customs approved employee share option plan under which 
employees are granted options to purchase shares in the company which are exercisable between three 
and ten years from the date of grant the exercise price is the market price at the time of granting the 
option our policy is to issue options to all employees after the satisfactory completion of their probationary 
period and additional options when 10 years’ service has been completed and in other appropriate 
circumstances eg promotion as at 31 march 2014 there were outstanding options over 1418833 
shares which had been granted to staff representing approximately 18 of the issued share capital of the 
company
employees returning from maternity leave with children less than 12 months old are able to benefit from a 
company contribution towards the cost of an external childcare service provider of their choice we also 
provide facilities for staff to purchase childcare vouchers in a taxefficient manner using a salary sacrifice 
scheme in accordance with hm revenue and customs guidelines
we encourage all employees to participate in a stakeholder pension scheme operated by aviva 
participants can choose their own contribution level which is matched by the company within certain 
limits depending on length of service during the year we implemented pension autoenrolment in 
accordance with legislation and the company is therefore now contributing to the pension funds of virtually 
all employees on a monthly basis
we actively facilitate ‘access to work’ grants for employees who have a disability health or mental health 
condition providing the practical support to enable them to continue working effectively
diversity
full and fair consideration is given to opportunities for employment training career progression and 
promotion on the basis of each individual’s ability attitude and track record irrespective of their gender 
ethnic origin nationality age religion sexual orientation or disability
people and organisation
continued strategic report governance financial statements
 
telecom plus plc report and accounts 2014 31
the table below sets out a breakdown of the gender diversity at various levels within the organisation
2014 2013
male female male female
board 6  6 
senior managers 12 4 10 5
employees 434 286 369 254
the board’s position in relation to the code requirement to set out measurable objectives in relation to 
board diversity is set out in the corporate governance statement on page 39 telecom plus plc  report and accounts 2014 32
corporate responsibility
environment
we are conscious of the role we have to play in minimising the environmental impact of our activities
we operate an energy efficiency helpline to provide advice to customers on how they can reduce their 
energy usage we enable qualifying customers to access free home insulation we actively promote feedin 
tariffs and we encourage customers to monitor their energy usage by providing regular meter readings
since moving to an online customer application process we have reduced the amount of printed marketing 
materials we are using and seen a significant increase in the proportion of new members choosing not to 
receive a paper bill each month
we participate in a waste paper recycling programme with a certificated saving of 298 trees and 
39370kg of co2 during the year we also recycle all of our cardboard and use only fsccertified paper 
our office lighting is lowenergy and controlled by motion sensors which automatically turn off lights in 
unused areas of the building our airconditioning is constantly monitored and is zonal to small areas 
allowing close management of heating and cooling
we recycle both mobile phones and toner cartridges within the scope of our annual charity partnership
greenhouse gas emissions statement
the greenhouse gas “ghg” emissions statement below provides a summary of the company’s 
greenhouse gas carbon emissions from 1 april 2013 to 31 march 2014 it gives a summary of emissions 
from fuel combustion and the operation of our facilities which include our offices and company cars scope 
1 and from our purchased electricity use during the year scope 2
we have adopted the operational control approach as defined in the greenhouse gas protocol a 
corporate accounting and reporting standard revised edition 2004 therefore emissions associated with 
our customers’ energy usage the activities of our independent distributors and the supply of energy from 
npower are not included in this statement as they are outside the company’s operational control
global ghg emissions for period 1 april 2013 to 31 march 2014
total emissions tonnes co2e
emissions from combustion of fuel scope 1 574
process or fugitive emissions scope 1 131
emissions from electricity heat steam and cooling purchased  
for own use scope 2
9950
total emissions 10655
intensity emissions per full time employee fte 156 tco2efte strategic report governance financial statements
 
telecom plus plc report and accounts 2014 33
methodology
we have reported on all the emissions sources required under the companies act 2006 strategic report 
and directors’ reports regulations 2013 these sources fall within our own business activities over which 
we have operational control 
we have used the ghg protocol corporate accounting and reporting standard revised edition data 
gathered from our own operations and emissions factors from uk government’s conversion factors for 
company reporting 2013
social engagement
during the year we chose breast cancer campaign and prostate cancer uk as our joint charity partners 
and were delighted to support the activities of our staff members and partners in helping them raise a total 
of £83000 during the year we look forward to raising a similar sum to help these extremely worthwhile 
causes again over the coming year
human rights
this report does not contain information about any policies of the company in relation to human rights 
issues as it is not considered relevant to understanding the development performance or position of the 
company’s business 
strategic report approval
the strategic report set out on pages 3 to 33 which incorporates the financial and operating 
highlights the chairman’s statement the chief executive’s review the financial review principal risks 
and uncertainties people and organisation and corporate responsibility has been duly approved by 
the board
by order of the board
david baxter
company secretary
20 may 2014
  telecom plus plc report and accounts 2014 34
board of directors
the hon charles wigoder executive chairman
charles aged 54 qualified as a chartered accountant with kpmg in 
1984 and was subsequently employed by kleinwort securities as an 
investment analyst in the media and communication sectors between 1985 
and 1988 he was head of corporate finance and development at carlton 
communications plc and then quadrant group plc in march 1988 he 
left quadrant group to set up the peoples phone company plc which was 
subsequently purchased by vodafone in december 1996 he joined the 
company in february 1998
julian schild deputy chairman and  
senior nonexecutive director
julian aged 54 qualified as a chartered accountant in 1986 he joined 
huntleigh technology plc in 1987 and was promoted to group finance 
director that year and to chairman in 2003 julian was chairman of the 
association of british healthcare industries from 2006 to 2007 following 
the sale of huntleigh in 2007 he set up a company investing in startups 
julian actively supports many charitable activities he is a director of the 
hospital of st john  elizabeth in london and is an advisory fellow of 
pembroke college oxford julian joined the company in may 2010 as 
an independent nonexecutive director and meets the test of independence 
under section b11 of the uk corporate governance code
andrew lindsay mbe chief executive officer
andrew aged 37 joined the company in april 2007 and was appointed 
to the board in november 2008 before joining telecom plus andrew was 
managing director of ryness an electrical retail chain based in london 
in which he previously held a significant equity stake after performing a 
management buyout in 2006 prior to buying ryness he spent three years 
as an analyst in the uk mergers  acquisitions team at goldman sachs 
andrew rowed for great britain at the sydney olympic games in 2000 
where he won a gold medal  strategic report governance financial statements
telecom plus plc report and accounts 2014 35
chris houghton finance director
chris aged 35 qualified as a chartered accountant with 
pricewaterhousecoopers in 2003 whilst there he gained experience in 
both their consumer products team and also in their telecoms information 
communications entertainment and energy team subsequently he worked 
within the corporate finance department where he completed a twoyear 
secondment at the takeover panel he joined the company in september 
2008 and was appointed finance director in february 2009 
melvin lawson nonexecutive director
melvin aged 55 is the managing director of a beckman plc a company 
formerly listed on the london stock exchange which was taken private in 
1995 he has interests in a wide range of investments and is a director of 
catalyst media group plc and a number of other companies he joined 
the company in september 2006 and meets the test of independence 
under section b11 of the uk corporate governance code
michael pavia nonexecutive director
michael aged 67 is a fellow of the institute of chartered accountants 
in england and wales icaew and has significant experience of the 
energy industry having served on the boards of lasmo seeboard 
and london electricity he is currently a nonexecutive director of thames 
water wales and west utilities and salamander energy plc and non
executive chairman of petrogranada ltd he joined the company in 
december 2006 as an independent nonexecutive director and meets the 
test of independence under section b11 of the uk corporate  
governance code telecom plus plc report and accounts 2014 36
corporate governance statement
save in the limited instances explained below the board is pleased to report that during the year and as 
at the date of this annual report the company has complied with the main principles and the provisions of 
the uk corporate governance code “the code” issued by the financial reporting council in september 
2012 copies of the code are available at wwwfrcorguk
this report together with the director’s report on pages 68 to 71 and the directors’ remuneration report 
on pages 48 to 67 provides details of how the company has applied the principles and complied with 
the provisions of the code and where required explains the rationale for instances where the company 
has not been compliant namely i the external facilitation of a board evaluation exercise ii putting 
the external audit out to tender iii the specification of board diversity targets and iv the design of 
performancerelated elements of remuneration ie the requirement for awards to be phased rather than 
being granted in blocks
the board of directors
the board meets regularly to review the progress of the company and to discuss the measures required for 
its future development directors are provided in advance with a formal agenda of matters to be discussed 
at each meeting and with the detailed information needed to monitor the progress of the company 
records of meetings and the decisions of the board are maintained by the company secretary and are 
approved by the board at the following meeting all directors have access to the advice and services of 
the company secretary and if required are able to take independent advice at the company’s expense 
in the furtherance of their duties any question of the removal of the company secretary is a matter for the 
board as a whole whilst the members of the board are all experienced and well qualified the opportunity 
to receive further training at the company’s expense is available to them at all times the nonexecutive 
directors attended such formal externally facilitated courses as they considered relevant to their roles and 
responsibilities during the year
board duties
the matters specifically reserved for decision by the board are fully documented and include the following 
principal areas
•  reviewing and agreeing the company’s strategy and long term objectives
•  assessing performance in the light of the company’s strategy and objectives
•  ensuring an effective system of risk management and internal controls is in place
•   approving changes to the structure size and composition of the board and reviewing its performance on 
an annual basis
•  reviewing the company’s overall corporate governance arrangements
•  approval of the company’s financial statements prior to publication
matters that are specifically delegated to the committees of the board are documented in the various  
terms of reference of each committee which are available on the company’s website www
utilitywarehousecouk strategic report governance financial statements
telecom plus plc report and accounts 2014 37
table of attendance at formal meetings during the year ended 31 march 2014
name of director board remuneration 
committee
audit 
committee
nomination 
committee
number of meetings 11 4 4 
charles wigoder 11   
julian schild 11 4 4 
andrew lindsay 11   
chris houghton 11   
melvin lawson 11 4 4 
michael pavia 11 4 4 
in accordance with provision a42 of the code the nonexecutive directors also met without the executives 
present during the year
board evaluation
the directors recognise that the code requires an external evaluation of the boards of ftse 350 companies 
to be carried out at least every three years however the directors considered the position in relation to 
the current year and concluded that an external evaluation was not necessary in reaching this conclusion 
the directors were mindful of the effective operation of the board during the year and the continuing strong 
performance of the company 
an internal evaluation of the board for the current year was conducted through the completion of formal 
detailed board and board committee evaluation questionnaires by each director in addition a review 
involving each director was carried out this review was conducted by the deputy chairman and company 
secretary and principally covered the following areas specific matters of concern arising from the board 
evaluation questionnaires individual directors’ performances and key objectives for the coming year and 
the identification of any specific training and development requirements
the evaluation questionnaires were focussed on assessing effectiveness in the following key areas
•  the size and balance of the board
•  the quality of board debates and its decision making processes
•  the individual contributions made by each director
•  the chairman’s approach to leadership
•  the nonexecutive directors’ challenge of the executive directors
•  the board’s approach to identifying and mitigating key business risks
•  the quality of the company’s communications with key stakeholders 
•  the board’s consideration of diversity and succession planning and
•  the induction and training of board members telecom plus plc report and accounts 2014 38
in accordance with provision b63 of the code and building on the results of the evaluation questionnaires 
the deputy chairman led a separate evaluation of the performance of the chairman this evaluation 
principally comprised a review of the chairman’s leadership style and tone in promoting effective decision
making and ensuring constructive and sufficient debate took place around key issues the results of this 
evaluation were entirely satisfactory
the evaluation concluded that overall the board and its committees had operated well during the year 
with all directors making an effective contribution to the board commensurate with their experience and 
responsibilities however as was also the case in previous years the evaluation identified that succession 
planning remained an area that needed to be given greater focus 
consistent with the requirement of the code to ensure a progressive refreshing of the board the 
nomination committee has therefore been tasked with developing a firm plan for independent non
executive director succession over the coming year to reflect the long service of both michael pavia and 
melvin lawson since their appointment to the board in late 2006 
board balance and diversity
the board has remained unchanged during the year and consists of three executive directors and three 
independent nonexecutive directors julian schild acts as the company’s deputy chairman and senior 
independent nonexecutive director 
membership of each committee of the board is set out in the table below
name of director remuneration 
committee
audit 
committee
nomination 
committee
charles wigoder   3
julian schild chairman 3 3
andrew lindsay   
chris houghton   
melvin lawson 3 3 
michael pavia 3 chairman chairman
 indicates independent nonexecutive directors
the board in conjunction with the nomination committee regularly reviews whether the composition of 
the board and the diversity of its members remain appropriate in the light of the commercial challenges and 
risks facing the company 
the members of the nomination committee believe that the composition of the board is currently 
appropriate for the size of the company and the nature of its operations which have not materially 
changed in scope since the prior year however the committee appreciates that should the company’s 
situation change in future then the appointment of new directors to the board may be required
corporate governance statement
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 39
the main objective of the nomination committee in considering the appointment of new directors to the 
board remains to ensure that successful candidates are of the highest calibre and demonstrate the best 
possible combination of skills and experience the committee’s terms of reference further stipulate that 
candidates from a wide range of backgrounds shall be considered and that due regard will be given to the 
benefits of diversity on the board
notwithstanding the code requirement to set out measurable objectives in relation to board diversity it 
remains the committee’s strong view that it is not appropriate to stipulate the characteristics of any future 
directors including gender ahead of a full assessment of the particular requirements of each role at the 
time a candidate is being sought the committee will continue to adhere to the principles set out above in 
identifying and recruiting the best candidates for any future board roles in a nondiscriminatory manner
further detail regarding the company’s position in relation to encouraging diversity within all layers of the 
organisation is set out in the “people and organisation” section of the strategic report on pages 29 to 31
executive chairman and chief executive officer
there is a clear division of responsibilities at the head of the company with the executive chairman 
responsible for developing the strategic direction of the business and ensuring the effective operation of 
the board including compliance with principles of good corporate governance and the chief executive 
primarily responsible for implementing strategy and running the group’s operations on a day to day 
basis as appropriate and in order to ensure good corporate governance the executive chairman 
is assisted by the company’s independent nonexecutive deputy chairman in ensuring the effective 
operation of the board 
the division of responsibilities between the executive chairman and chief executive has been set out in 
writing and agreed by the board in accordance with the code provision a21
supply of information
information is supplied to the board in a timely manner with board papers and accounts being provided in 
advance of meetings when the board requests additional information it is provided
reelection
the company’s articles stipulate that one third of all directors are required to retire by rotation at each 
annual general meeting and all newly appointed directors are required to offer themselves for election by 
the shareholders at the next annual general meeting 
however the code requires that all directors of ftse 350 companies be subject to annual reelection by 
shareholders therefore all the directors will be submitted for reelection at the forthcoming annual general 
meeting in july acknowledging the code requirement for a particularly rigorous review in circumstances 
where nonexecutive directors’ terms are being extended beyond six years the board has determined that 
all directors continue to make a valuable contribution to the commercial success of the company with each 
bringing a complementary range of skills to the team   telecom plus plc report and accounts 2014 40
remuneration committee
the board has a remuneration committee whose responsibility is to ensure that the remuneration 
of executive directors is sufficient to attract retain and motivate people of the highest calibre the 
remuneration committee comprises three independent nonexecutive directors namely julian schild 
chairman of the committee melvin lawson and michael pavia the directors’ remuneration report 
giving the details of the emoluments of each director may be found on pages 48 to 67
the remuneration committee has written terms of reference available on the company’s website  
wwwutilitywarehousecouk which describe the authority and duties which have been delegated to it by 
the board
audit committee
the audit committee comprises three independent nonexecutive directors michael pavia chairman of the 
committee melvin lawson and julian schild in compliance with the code provision c31 the activities 
of the audit committee are set out on pages 44 to 47
the audit committee has written terms of reference available on the company’s website  
wwwutilitywarehousecouk which describe the authority and duties which have been delegated to it by 
the board
external auditor 
the audit committee is mindful of the code’s requirement for ftse 350 companies to put external audit 
contracts out to tender at least every ten years in march 2013 the company’s then auditor pkf uk llp 
“pkf” which had been in place for over ten years completed its merger with fellow accountancy firm 
bdo llp “bdo” during pkf’s tenure and in accordance with ethical procedures audit partners rotated 
every five years the prior year represented the fifth and final year for the company’s then audit partner 
and the committee would ordinarily have proposed that the external audit contract for the current year 
be put out to tender
however the committee concluded that the merger of pkf and bdo increased the breadth of resources 
available to the company for the conduct of the audit the audit for the current year was led by a partner 
from the bdo side of the merger and therefore in practice the committee felt that the audit was conducted 
by a new audit firm with few preconceptions and a fresh perspective and as such this marks the first year 
of a fresh ten year cycle 
nonetheless and whilst the committee is satisfied with the performance of bdo it is conscious of the 
principles behind the requirement in the code to tender the external audit and will therefore continue to 
closely monitor the performance objectivity and independence of bdo should any concerns arise in these 
areas then it is likely the committee will reconsider its position in relation to tendering the audit contract 
within the current ten year period as set out in the code 
nomination committee
the nomination committee comprises michael pavia chairman of committee julian schild and charles 
wigoder and therefore has a majority of independent nonexecutive directors in compliance with the code 
corporate governance statement
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 41
provision b21 the main purpose of the nomination committee is to make recommendations to the 
board on the appointment of new directors
the nomination committee has written terms of reference available on the company’s website  
wwwutilitywarehousecouk which describe the authority and duties which have been delegated to it 
by the board 
the activities of the nomination committee are set out on page 43
relations with shareholders
it is the policy of the company to maintain a dialogue with institutional shareholders and to keep them 
informed about the objectives of the business the board considers that it is appropriate for the executive 
directors to discuss any relevant matters regarding company performance with major shareholders and this 
is undertaken primarily by the chief executive and finance director the chief executive provides feedback 
from major shareholders to the other directors in order to ensure that board members and in particular 
nonexecutive directors develop a balanced understanding of the views of major investors the executive 
directors met with a number of the company’s main shareholders during the year
the executive chairman chief executive and finance director also have periodic discussions with the 
company’s brokers and issues are fed back to the board as appropriate when reports are received 
from the company’s brokers following investor presentations these are submitted to the board for 
review additionally the nonexecutive directors have at least one opportunity each year to meet with the 
company’s brokers to discuss any issues
responsibility for communication with key shareholders in relation to corporate governance and board 
remuneration matters lies primarily with the deputy chairman who is assisted in this regard by the 
company secretary individual invitations to engage with the deputy chairman were sent out to key 
shareholders during the year and where requested matters were discussed in more detail
annual general meeting
notice of the annual general meeting and related papers are sent to all shareholders at least 20 working 
days before the meeting separate resolutions are proposed for each matter including the adoption of the 
report and accounts the approval of the company’s remuneration policy the directors’ remuneration 
report and the appointment of the group’s external auditor proxy votes are counted and the meeting 
is advised of the number of proxies lodged for and against each resolution the chairmen of the audit 
remuneration and nomination committees and the remaining nonexecutive directors are available to 
answer questions shareholders who attend are invited to ask questions and take part in the meeting
internal control
the board acknowledges its responsibility for the group’s systems of internal control and risk management 
however it recognises that any system can only provide reasonable and not absolute assurance against 
material misstatement or loss  telecom plus plc report and accounts 2014 42
in conjunction with the company’s senior management team the executive directors regularly identify 
review and evaluate the key risks faced by the group and the effectiveness of the internal controls in 
place to mitigate these risks the results of these reviews are recorded in a formal document which sets 
out a detailed evaluation of each risk and the associated internal control in place to mitigate that risk the 
document is reported to the audit committee and the company’s external auditor for review at least once 
per year
the board of directors has continued to review the internal controls of the company including financial 
operational and compliance controls and risk management and the principal risks which the company 
faces during the year no material weaknesses in internal controls were identified during the year the 
principal risks faced by the company and the measures taken to address these risks are set out in the 
strategic report on pages 24 to 28
the disclosures regarding internal controls do not encompass the company’s investment in the associate 
opus energy group limited
share capital and voting rights
details of the company’s share capital and substantial shareholdings can be found in the directors’ report 
under the capital structure and substantial shareholders sections on pages 69 and 70
by order of the board
david baxter
company secretary
20 may 2014
 
corporate governance statement
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 43
nomination committee report 
the nomination committee comprises michael pavia chairman of the committee julian schild and 
charles wigoder and therefore has a majority of independent nonexecutive directors in compliance with 
the uk corporate governance code provision b21
the key responsibilities of the nomination committee include
•  making recommendations to the board on the appointment of new nonexecutive and executive directors 
including making recommendations as to the composition of the board generally and the balance 
between executive and nonexecutive directors
•  giving consideration to succession planning for directors and other senior executives
•  reviewing on an annual basis the time required from nonexecutive directors and assessing whether the 
nonexecutive directors are spending enough time to fulfil their duties
•  reviewing the reelection by shareholders of directors under the annual reelection provisions of the code 
and
•  evaluating any matters relating to the continuation in office of any director including the suspension or 
termination of service of an executive director
although no new directors were appointed to the board during the year other committee matters 
were periodically discussed as part of full board meetings these discussions principally concerned the 
appropriateness of the composition of the board in the light of the company’s existing operations and 
mediumterm strategic objectives and succession planning for directors and senior management 
no changes to the board were deemed necessary during the year although consistent with the 
requirement of the code to ensure a progressive refreshing of the board the committee has been tasked 
with developing a firm plan for independent nonexecutive director succession over the coming year to 
reflect the long service of both michael pavia and melvin lawson since their appointment to the board in 
late 2006 
the committee’s position in relation to diversity and the code requirement to specify measurable objectives 
in this regard is set out in the corporate governance statement on page 39 of this document
michael pavia
chairman of the nomination committee
on behalf of the board
20 may 2014 telecom plus plc report and accounts 2014 44
audit committee report
introduction
the audit committee “the committee” comprises three independent nonexecutive directors michael 
pavia chairman of the committee julian schild and melvin lawson in accordance with the uk corporate 
governance code the “code” provision c31 michael pavia is also identified as having recent and 
relevant financial experience 
the audit committee
attendance at committee meetings during the current year by committee members is set out in the 
corporate governance report on page 37 of this document in accordance with best practice the 
committee has the opportunity as required to meet with the external auditor of the company without the 
presence of any executive directors and has done so during the current year 
the key responsibilities of the committee include
•  reviewing the appointment reappointment and removal of the external auditor and the direction of the 
external auditor to investigate any matters of particular concern
•  assessing the effectiveness of the company’s external auditor including considering the scope and results 
of the annual audit 
•  reviewing the independence and objectivity of the external auditor and assessing any potential impact on 
objectivity resulting from the provision of nonaudit services by the external auditor
•  monitoring the integrity of the financial statements of the company and any formal announcements 
relating to the company’s performance and
•  reviewing the company’s internal financial controls and other internal control and risk management 
processes
the senior management team and executive directors periodically review the effectiveness of key internal 
control and risk management processes within the company and report any changes in such activities to 
the audit committee and the external auditor for consideration the review covers all material controls 
including financial operational and compliance controls 
the committee’s activities for the year ended 31 march 2014
during the year the audit committee reviewed and approved the company’s half year and annual financial 
statements the committee advised the board that the annual report and accounts taken as a whole provided 
a fair balanced and understandable picture of the company’s performance business model and strategy strategic report governance financial statements
telecom plus plc report and accounts 2014 45
the committee’s review of the financial statements included a detailed evaluation of the significant 
accounting issues therein the actions taken by the committee in regard to these are described in the 
table below 
issue action taken by the committee
operational accuracy of billing system review of external auditor procedures which included 
computer assisted audit techniques “caats”
monitoring of regulator communications ofgem babt 
and monthly monitoring of detailed call centre statistics 
which would indicate significant billing issues
valuation and recoverability of trade receivables review of key assumptions underlying the recoverability 
of trade receivables based on historical experience
revenue recognition and recoverability of unbilled  
energy revenues
review of key assumptions underlying the recoverability 
of unbilled energy revenues based on industry reports 
and historical experience
accounting treatment for new energy supply  
arrangements
review of key aspects of new energy supply 
arrangements to determine the most appropriate 
accounting treatment including whether the acquired 
entities fall within the scope of ifrs 3 business 
combinations
risk of management override of internal controls review of significant accounting estimates and 
judgements in relation mainly to receivables balances
also in conjunction with the company’s external auditor the audit committee has considered amongst 
other matters compliance with the provisions of the code and accounting developments the company’s 
financial control environment and its risk management and control processes as part of this process the 
audit committee has also considered the need for any special projects or internal investigations and 
concluded that no such projects or investigations have been required 
in accordance with the code provision c35 the audit committee has also considered the need for 
an internal audit function at the company and has concluded that in the light of its review of the internal 
controls in place and the report of the external auditor no such function is currently required  
external auditor effectiveness
the external auditor presents a detailed audit report to the audit committee following a review of the 
annual financial statements having regard to its review of the work performed by the external auditor 
during the year and its approach to key audit issues the audit committee remained satisfied with the 
effectiveness of the external auditor  telecom plus plc report and accounts 2014 46
in reaching this conclusion the committee reviewed
•  the experience and expertise of the audit team
•  the scope and eventual fulfilment of the detailed audit strategy
•  the robustness and perceptiveness of the audit team in their handling of key accounting and audit 
judgements and
•  the nature and quality of the content of the external auditor’s report
the committee has therefore recommended to the board for approval by shareholders at the agm the 
reappointment of bdo llp “bdo” as the company’s external auditor for the coming year 
the committee’s position in relation to bdo’s tenure and the audit tendering requirements of the code are 
set out in the corporate governance statement on page 40
external auditor independence 
in order to guard against the objectivity and independence of the external auditor being compromised the 
provision of any significant additional services aside from audit and tax compliance remains subject to the 
prior approval of the audit committee the committee would normally be likely to prohibit the provision of 
the following types of nonaudit related work by the company’s external auditor
•  bookkeeping and work relating to the preparation of accounting records and financial statements that 
will ultimately be subject to external audit
•  financial information system design and implementation 
•  appraisal or valuation services in respect of material assets
•  internal auditing
•  investment advice or corporate broking and
•  any other work where mutual interests exist that could compromise the independence of the  
external auditor
during the year the audit committee preapproved the provision of reporting accountant services to the 
company by the external auditor relating to the new energy supply arrangements with npower which 
included the acquisition of electricity plus supply limited and gas plus supply limited from npower 
limited “the engagement” the committee reviewed the services to be provided under the terms of 
the engagement and concluded that in the light of the nature of the work proposed and the level of the 
associated fees as set out in note 2 of the financial statements on page 90 of this document the external 
auditor’s objectivity and independence would not be compromised 
furthermore the committee concluded that the external auditor was best placed to provide the services 
given the tight timetable for the engagement and the external auditor’s inherent understanding of the 
company’s existing energy supply arrangements with npower which were integral to the transaction 
audit committee report
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 47
the committee’s conclusion in relation to the external auditor’s objectivity and independence was based on 
the following key points against the background of the apb’s ethical standards i the external auditor would 
not be undertaking any decisions on behalf of management providing investment advice or acting as an 
advocate for the company as a result of the engagement ii the fee for the engagement was not contingent 
was priced on a consistent basis to other similar projects and was not material to either the external auditor 
or the company iii the subject matter relating to the engagement would not be incorporated into the 
company’s financial statements and therefore no selfreview threat existed iv the engagement was to be 
completed well before the commencement of the audit for the year ended 31 march 2014 and therefore 
could not conceivably unduly influence the conduct of the audit and v the engagement would not pose a 
threat to independence through increased familiarity of audit personnel with the company as the main aspects 
of the engagement were to be carried out by a completely separate department within the external auditor’s 
organisation
reporting of staff concerns
the chairman of the audit committee michael pavia is the primary point of contact for staff of the 
company to raise in confidence concerns they may have over possible improprieties financial or 
otherwise all employees have been notified of this arrangement on the company’s intranet website 
which sets out michael pavia’s contact details code provision c34 no such matters were raised by 
employees during the current year
michael pavia
chairman of the audit committee
on behalf of the board
20 may 2014
  telecom plus plc report and accounts 2014 48
directors’ remuneration report
annual statement
dear shareholder
i am delighted to have the opportunity to provide an introduction to the remuneration committee report 
which appears on pages 49 to 67
telecom plus has had a successful year’s trading as detailed elsewhere in the annual report and the new 
energy supply arrangements with npower are a testament to the vision enterprise and dedication of the 
executive team
the company’s remuneration policy is set in full on pages 49 to 57 we are totally aware that we operate 
within a competitive environment and aim to reward senior executives fairly  but not excessively we would 
not expect total remuneration to fall within the upper quartile relative to comparable organisations over the 
long term 
at present executive directors are not paid bonuses in either cash or shares the committee’s view is that 
full alignment of interest between executives and shareholders is achieved through the grant of market price 
share incentives at periodic intervals thus unless the share price increases the executive director receives 
nothing beyond his basic salary and fringe benefits
as part of our remit we have reviewed the performance of the chief executive and finance director we 
felt it appropriate to increase andrew lindsay’s base salary by 83 particularly in view of the greater 
range of responsibilities undertaken by him during the year chris houghton’s salary was judged to be 
below current market rates he received an increase of 333 and a further award of share options the 
committee has acknowledged investor feedback and raised the performance conditions thresholds required 
for these options to vest
andrew lindsay played an outstanding role in the successful negotiation of the new energy supply 
arrangements with npower over the next few years he will be leading the team to ensure that telecom 
plus its shareholders and customers derive maximum benefit from the exciting opportunities it brings we 
anticipate granting further market value options to andrew lindsay later this year vesting over three five 
and seven years reflecting the contribution that we expect him to make towards the achievement of the 
company’s objectives
finally i should like to thank our shareholders for their support and constructive engagement over the  
past year
julian schild
chairman of the remuneration committee
20 may 2014
  strategic report governance financial statements
telecom plus plc report and accounts 2014 49
remuneration policy
remuneration committee
the remuneration committee “the committee” is responsible for reviewing and making recommendations 
to the board regarding the policy relating to the total remuneration paid to the executive directors and 
members of senior management of the company it meets regularly to review and set all elements of the 
remuneration paid to the executive directors of the company including pension rights and monitors the 
level and structure of remuneration for other senior management of the company it also exercises all the 
powers of the board in relation to the operation of the company’s share incentive schemes including the 
grant of options and the terms of those grants
the committee met formally four times during the year and details of attendance at this meeting are 
provided in the corporate governance statement on page 37
the committee’s principal activities during the year included
• reviewing and approving executive remuneration packages
• monitoring senior management remuneration packages
•  reviewing and approving the issue of share options to the finance director certain employees and 
independent distributors of the company and
• determining the performance conditions attached to the issue of share options
remuneration policy introduction
the company’s overall remuneration policy remains to ensure that the executive directors and other senior 
managers are fairly and responsibly rewarded for their individual contribution to the overall long term 
performance of the company in a manner that ensures that the company is able to attract motivate and 
retain executives of the quality necessary to ensure the successful management of the company 
the company’s current remuneration policy is based on the principle that the fortunes of the directors 
and senior management should be directly aligned with those of external shareholders and this is 
predominantly achieved through the use of share incentive plans the remuneration committee currently 
believes that share incentive awards granted at market value provide a far more transparent method by 
which to directly align each director’s interests with all shareholders when compared to the payment of 
regular annual cash bonuses based on shortterm performance measures andor the granting of ‘free’ 
shares with little or no downside risk to the participant
the outstanding awards made under share incentive schemes to date are broadly consistent with the future 
policy set out below and for the avoidance of doubt will remain in place until exercise
the future remuneration policy described in this part of the report has been prepared in accordance with 
the requirements of schedule 8 of the large and medium–sized companies and groups accounts and 
reports regulations 2008 as amended in august 2013 and is intended to apply for the three years 
beginning on the date of the forthcoming agm subject to shareholder approval at the meeting the 
committee will review the remuneration policy annually to ensure it remains appropriate for the company’s 
requirements and consistent with market practice however there is no current intention to revise the policy 
more frequently than every three years telecom plus plc report and accounts 2014 50
future remuneration policy table
how component supports 
strategic objectives
operation of component maximum potential value 
of component
performance metrics  
used weighting and time 
periods
base salary
to recognise status and 
responsibility to deliver 
operational strategy on a 
daytoday basis 
base salary is paid in 12 
equal monthly instalments 
during the year
base salaries are reviewed 
annually and any changes 
are effective from 1 april 
each year
increases normally for 
inflation and in line with 
other employees or in 
order to ensure that base 
salaries properly reflect 
the size complexity 
and growth rate of the 
company relative to other 
ftse 250 companies
increases may also reflect 
any change in the level of 
responsibility of the director 
whether through a change 
in role or an increase in 
the scale andor scope of 
the activities carried out 
by the company or an 
increase in experience and 
knowledge of the company 
and its markets
none although overall 
performance of the 
individual is considered 
by the committee when 
setting and reviewing 
salaries 
benefits
to provide benefits 
commensurate with the role 
and market practice
the company pays for 
private healthcare for each 
director and their immediate 
family
the company provides 
company cars for executive 
directors where appropriate
the company provides 
death in service benefits up 
to a maximum of four times 
annual base salary subject 
to prevailing policy caps
the committee reserves 
the right to introduce other 
benefits should this be 
necessary to attract andor 
retain key executive directors
in relation to new directors 
the company will pay 
for reasonable relocation 
expenses where required
market cost of the provision 
of private healthcare 
company cars and other 
benefits as applicable from 
time to time
none
remuneration policy
continued  strategic report governance financial statements
telecom plus plc report and accounts 2014 51
how component supports 
strategic objectives
operation of component maximum potential value 
of component
performance metrics  
used weighting and time 
periods
annual bonus
no regular annual cash 
bonus scheme is currently 
in place although the 
committee wishes to retain 
the flexibility to introduce 
such a scheme should it 
be deemed necessary to 
attract and retain high 
calibre executive directors 
in future
bonus payment to be 
dependent on achievement 
of performance measures
maximum potential bonus 
of 200 of annual base 
salary including the value 
of any share incentive 
awards granted as 
detailed below 
the overall combined limit 
for annual cash bonuses 
and share incentive 
awards to be 200 of 
annual base salary
in years where no bonus is 
awarded andor no grant 
of share incentives is made 
to a director the maximum 
grant limit of 200 can 
be accumulated and
or brought forward to be 
used in other years
performance measures are 
likely to include similar 
metrics to the company 
performance measures 
used for share incentive 
schemes described below 
coupled with short term 
strategic or operational 
objectives specific to the 
individual director
save in exceptional 
circumstances directors 
will be required to  
reinvest 25 of any bonus 
payment after tax in the 
company’s shares at the 
prevailing market price 
these shares are then 
expected to be retained  
for the director’s period  
of service
individual cash bonus
only paid to recognise 
an exceptional short 
term contribution to a 
discrete project outside the 
ordinary course of business 
requiring the director to 
commit time and effort 
significantly over and 
above their normal duties
bonus to be paid at 
the discretion of the 
remuneration committee 
and based on the formal 
recommendation of the 
chairman
maximum potential bonus 
of 10 of base salary in 
any one year
remuneration committee 
to evaluate the contribution 
of the director to any 
project outside the 
ordinary course of business 
with a particular emphasis 
on the level of commitment 
made by the director 
and the complexity and 
importance of the project 
to the strategic success of 
the company telecom plus plc report and accounts 2014 52
how component supports 
strategic objectives
operation of component maximum potential value 
of component
performance metrics used 
weighting and time periods
share incentive schemes
to directly align the 
directors’ interests 
with those of all other 
shareholders
issue of share incentives at 
market price on the date of 
grant which provide direct 
and transparent exposure 
to the company share price 
for the director
share incentive schemes 
include hmrc approved 
share option awards 
unapproved share option 
awards andor the issue 
of joint interests in shares 
under the joint share 
ownership plan
maximum grant value 
equivalent to 200 of salary 
per annum assuming that no 
annual cash bonus has been 
awarded during that year 
grants made periodically 
with awards vesting over 3 
to 7 years
larger awards may be made 
but any excess over 200 
will be carried forward and 
taken into account in any 
future share incentive grants 
andor bonus payments
grant value of share 
incentives to be determined 
in accordance with frc 
reporting lab guidance 
issued in march 2013 ie 
share options to be valued at 
one third of the market value 
of the shares under option
vesting is dependent on 
service and the achievement 
of performance conditions
30 vests at threshold 
performance
service and performance 
conditions must be met 
over the vesting period 
weighted average of three 
performance measures 
typically used for chief 
executive and finance 
director
• adjusted eps growth
• tsr growth
• service number growth
weighting of each measure 
to be determined by the 
remuneration committee 
and dependent on each 
director’s role and strategic 
responsibility
the committee also retains 
the ability to amend the 
performance conditions for 
future grants to ensure that 
they appropriately reflect 
the strategic responsibilities 
of the director concerned
pension
to provide funding for 
retirement
defined contribution 
pension scheme open to all 
employees and executive 
directors
company contributes up to 
a maximum of 20 of base 
salary per annum
none
shareholding requirement
to strengthen the long term 
alignment of directors’ 
interests with those of all 
shareholders
shareholding requirement 
policy is primarily driven 
from the issue of shares 
resulting from the exercise 
of awards made under the 
share incentive schemes
subject to personal 
circumstances and existing 
shareholding level and the 
payment of relevant taxes 
directors are encouraged 
to retain 25 of the shares 
resulting from each exercise 
of awards made under the 
share incentive schemes
na
remuneration policy
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 53
choice of performance measures
the committee has chosen the performance measures described in the table above as these are deemed 
to directly align the executive directors’ interests with those of all shareholders in an easily understood and 
transparent manner 
the performance measures comprise a combination of relative tsr adjusted eps excluding share incentive 
scheme charges and amortisation of intangible assets and service number growth measures adjusted eps 
is considered appropriate as a key strategic objective of the company is to drive profitable growth in each 
year it also provides a balance to relative tsr which considers shareholder value creation and reflects 
market expectations of future performance and absolute service number growth which when achieved 
responsibly will also drive longterm value creation 
the use of relative tsr and adjusted eps growth measures provides a combined focus on the company’s 
financial performance and shareholder value creation targets for adjusted eps are set by reference to 
internal budgeting plans and external market expectations tsr targets are set on a standard practice median 
to upper quartile ranking range only 30 of share incentive awards vest for threshold levels of performance
the committee wishes to retain the ability to change the composition of performance conditions for future 
grants to directors should this be required in order to appropriately reflect the strategic responsibilities of 
the particular director concerned
illustrative application of remuneration policy
the bar chart below seeks to illustrate the potential rewards available under the proposed remuneration 
policy for the coming financial year under varying levels of performance for the purposes of the illustration 
the values assume the maximum grant of share incentive awards during the year and no annual cash 
bonuses are paid however as outlined in the above table the remuneration committee reserves the 
right to bring or carry forward any unused annual share incentive scheme allowances therefore share 
incentives might not be awarded during a particular year andor share incentive awards may be larger 
than 200 of base salary in any one year 
the amounts included for share incentive awards are based on one third of the market value of the shares 
under option the amounts for pensions and benefits included in the fixed remuneration figure have been 
calculated on the same basis as payments made for the year ended 31 march 2014
the potential rewards available for ‘on–target’ performance under share incentive schemes have been 
based on 30 vesting of share incentive awards  telecom plus plc report and accounts 2014 54
£498000
below target ontarget
andrew lindsay
maximum below target ontarget
chris houghton
maximum
£771000
£1408000
£0
£200000
£400000
£600000
£800000
£1000000
£1200000
£1400000
£1600000
£336000
£516000
£936000
100 65 35 100 65 36
35
65
35
64
fixed pay share incentive
all performance measures or targets for share incentive scheme awards relate to more than one financial year
the executive chairman mr wigoder has not been included in the above bar chart as he only receives 
fixed remuneration due to the size of his existing shareholding in the company
service contracts and policy for payment for loss of office
the table below sets out the company’s policy regarding service contracts and payments for loss of office
standard provision policy details other  
provisions in  
service contracts
notice periods in executive 
directors’ service contracts
6  12 months notice from 
the company
6  12 months notice from 
the executive director
executive directors may be required to 
work during notice period or may be 
provided with pay in lieu of notice if 
not required to work full notice
all executive directors are subject to 
annual reelection by shareholders
na
compensation for loss of 
office in service contracts
no more than base salary 
benefits and pension 
contributions for the period 
of the executive director’s 
notice
no contractual provision 
for additional compensation 
in the event of loss of 
office resulting from poor 
performance
any statutory entitlements or sums 
to settle or compromise claims in 
connection with any termination of 
office would need to be paid as 
necessary subject to the fulfilment of 
the director’s duty to mitigate their 
loss
na
remuneration policy
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 55
standard provision policy details other  
provisions in  
service contracts
treatment of unvested share 
incentive scheme awards 
under plan rules
all awards lapse except 
for “good leavers” ie 
death injury disability 
redundancy retirement 
or where the employing 
company or the company 
with which the office is held 
ceases to be a member of 
the group or the transfer 
of employment out of the 
group by reason of the 
transfer of undertakings 
protection of employment 
regulations 2006
a “good leaver” may exercise any 
subsisting share options within the 
period of 6 months from the date of 
cessation of employment
if a participant ceases to be employed 
within the group otherwise than as 
a “good leaver” no unvested share 
options held shall be exercisable 
after the date of such cessation unless 
the remuneration committee in its 
absolute discretion provided that 
such discretion must be exercised 
fairly and reasonably so decides 
but for a period of not more than 12 
months from the date of cessation the 
committee considers it unlikely that 
such discretion would be used in the 
event of a participant ceasing to be 
employed by the company as a “bad 
leaver”
in relation to unvested awards made 
under the joint share ownership 
plan “jsop” for a “good leaver” 
the remuneration committee will 
specify the extent to which such 
awards should vest having regard 
to the length of time since the award 
was acquired and the director’s 
performance to that date 
if a participant in the jsop ceases 
to be employed within the group 
otherwise than as a “good leaver” 
any unvested awards will be forfeited 
na
exercise of discretion discretion to be used only in 
exceptional circumstances
the remuneration committee 
will take into account the recent 
performance of the director and 
the company and the nature of the 
circumstances around the executive 
director’s departure
na telecom plus plc report and accounts 2014 56
standard provision policy details other  
provisions in  
service contracts
nonexecutive directors nonexecutive directors 
are appointed for an initial 
term of one year which is 
then reviewed by the board 
on annual basis thereafter
nonexecutive directors are all 
subject to annual reelection by 
shareholders at the company’s agm 
each year
nonexecutive directors have a three 
month notice period and there is 
no provision for compensation if 
required to stand down
nonexecutive 
directors have 
the right to seek 
independent 
professional 
advice at the 
expense of the 
company in the 
pursuance of  
their duties 
approach to recruitment remuneration
the committee’s approach to recruitment is to pay a sufficient amount necessary to attract the best 
candidates to the particular role in determining these amounts the committee will be mindful of inter alia 
prevailing market rates the chosen candidate’s skills knowledge and experience and their existing location 
and position
where the candidate has variable remuneration arrangements with a previous employer that will be lost 
on leaving employment the company will consider offering a signon award in compensation for the 
value foregone either as an award under an existing share incentive scheme or a bespoke award under 
the listing rules exemption available for this purpose the face andor expected values of the awards 
offered will not materially exceed the value ascribed to the awards foregone and would normally follow 
the same vesting timing and form ie cash or shares save that the committee may award the whole of 
the value in shares at its discretion the application of performance conditions would be considered and 
where appropriate the awards could be made subject to clawback in certain circumstances for material 
amounts the committee would where practicable consult with key institutional shareholders ahead 
of committing to make any such signon awards and in any event a full explanation of any amounts 
awarded an explanation of why it was necessary and a breakdown of the awards to be made will be 
announced to the markets at the time of granting for the avoidance of doubt should a new director be 
internally promoted from the company’s senior management team they will not be expected to give up 
or amend any element of remuneration granted to them prior to becoming a director which is inconsistent 
with the remuneration policy set out above
any new executive director’s remuneration package would include the same elements and be subject to 
the same constraints as those of the existing executive directors as outlined in the above policy table
remuneration policy
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 57
nonexecutive directors fees policy
how component supports 
strategic objectives
operation of component maximum potential value 
of component
performance metrics  
used weighting and time 
periods
to attract nonexecutive 
directors who have a 
broad range of experience 
and skills to support and 
oversee the implementation 
of strategy and ensure 
good corporate 
governance
nonexecutive directors’ 
fees are set by the board 
as a whole and aligned 
with the responsibilities of 
each director
annual fees are paid in 12 
equal monthly instalments 
during the year
nonexecutive directors’ 
fees are periodically 
reviewed by the board in 
the light of any changes in 
role and prevailing market 
rates for nonexecutive 
directors in similarly sized 
listed companies
nonexecutive directors’ 
remuneration will not be set 
outside the parameters of 
prevailing market rates for 
similarlysized companies 
of equal complexity
nonexecutive directors are 
not eligible to participate 
in any performancerelated 
arrangements or share 
incentive schemes
statement of consideration of shareholder views
the chairman of the committee engages with certain of the company’s largest shareholders who have 
expressed an interest in being consulted in relation to remuneration matters to understand their expectations 
and monitor any changes in their views this year major shareholders who had previously indicated an 
interest in being consulted were contacted in relation to the setting of performance conditions for share 
incentive scheme awards as a result of previous feedback received and as described in the remuneration 
committee report for this year below the committee decided to reduce the threshold vesting level for share 
options and increase the level of challenge in the performance conditions set
statement of consideration of employment conditions elsewhere in the group
the committee considers pay levels across the organisation when setting remuneration for all directors 
both executives and nonexecutives however this review is undertaken against a background of ensuring 
that the prevailing market rates for all levels of employee in the organisation are taken into account in order 
to attract retain and motivate the best employees at each level in relation to directors specific account 
is taken of any change in the level of responsibility of the director whether through a change in role or 
the increased size of the company or an increase in experience and knowledge of the company and its 
markets which may not be relevant to roles elsewhere in the company 
the company does not deem it appropriate to formally consult with employees regarding the determination 
of the directors’ remuneration policy as the broad remuneration structure for directors mirrors that of all 
employees ie the payment of a base salary benefits and share incentive scheme awards at market price 
however employees have the opportunity to make comments on any aspect of the company’s activities 
through an employee survey and any comments made which are relevant to directors’ remuneration would 
be considered by the committee telecom plus plc report and accounts 2014 58
annual report on remuneration
this report which has been prepared in accordance with the provisions of the uk corporate governance 
code “the code” issued by the financial reporting council in september 2012 and schedule 8 of the 
large and medium–sized companies and groups accounts and reports regulations 2008 as amended 
in august 2013 “the regulations” has been approved by the board of directors for submission to 
shareholders for approval at the forthcoming annual general meeting the sections under the headings 
“single total figure of remuneration” parts of “share incentive schemes” and “pension schemes” have 
been subject to external audit
single total figure of remuneration
the committee recommended increases to the annual base salaries of each of the executive directors 
during the year mr wigoder received an increase of 28 to £370000 and mr lindsay an increase 
of 83 to £390000 mr houghton received a larger percentage increase of approximately 333 to 
£300000 in recognition of the increasing responsibility and complexity inherent in his role his growing 
experience of the company and its markets and to reflect the fact that his previous salary was considerably 
below the market rate for finance directors of ftse 250 companies of a similar size however given the 
recent increases made to his salary over the past two years mr houghton is not expected to receive routine 
salary increases of this magnitude in future
in addition share options with performance conditions attached were issued to mr houghton during the 
year details of which are set out below in this report
the nonexecutive directors receive fees for their services the details of which are described below the 
level of these fees was unchanged during the year 
year ended 31 march 2014 audited
audited details of directors’ remuneration for the year are as follows 
director
salary  fees
taxable 
 benefits
pension  
contributions
share  
incentives total
£’000 £’000 £’000 £’000 £’000
charles wigoder 370 5 37  412
julian schild 35    35
andrew lindsay 390 3 39  432
chris houghton 300 6 30  336
melvin lawson 12    12
michael pavia 21    21
total 1128 14 106  1248
the amounts relating to benefits received relate principally to the provision of private health insurance and 
company motor vehicles to the directors strategic report governance financial statements
telecom plus plc report and accounts 2014 59
neither mr lindsay nor mr houghton held share incentive awards where final vesting was determined as a 
result of the achievement of performance conditions relating to a period ending in the financial year to 31 
march 2013 or 31 march 2014
year ended 31 march 2013 audited
director
salary  fees
taxable 
 benefits
pension  
contributions
share  
incentives total
£’000 £’000 £’000 £’000 £’000
charles wigoder 360 5 36  401
julian schild 35    35
andrew lindsay 360 3 36  399
chris houghton 225 3 23  251
melvin lawson 12    12
michael pavia 21    21
total 1013 11 95  1119
share incentive schemes 
the company has two share option plans and a joint share ownership plan the “jsop” the first share 
option plan and the jsop are available to employees and the second share option plan is available to the 
company’s independent distributors
the employee share option plan
subject to serving the requisite probationary period all employees are eligible to participate in the 
company’s employee share option plan and be issued with market price options over shares in the 
company the number of shares being related to their seniority and length of service
the committee recognises that the collective contribution of all employees is critical to the success of the 
company and continues to believe that the granting of share options at all levels within the organisation 
generates employee loyalty and helps to ensure that staff turnover is kept to a minimum and below the 
levels seen across the industry for employees passing their probationary periods
the joint share ownership plan
awards made through the jsop provide participants with a joint interest in tranches of shares which are 
held until vesting by an independent employee benefit trust the “jsop share trust” the trustee of the jsop 
share trust is barclays wealth trustees guernsey limited the value to participants of awards made under 
the jsop is based upon the growth in the value of the company’s shares from the date of grant in a similar 
manner to the value achieved through participation in the conventional share option scheme however 
participants in the jsop only receive value to the extent that the share price increase exceeds a compound 
annual growth rate of at least five per cent the “hurdle rate” on vesting participants receive any gain  telecom plus plc report and accounts 2014 60
hurdle rate being retained by the jsop share trust in addition awards made under the jsop to executive 
directors will only vest to the extent applicable performance conditions relating to the financial and trading 
performance of the company are met it is currently considered unlikely by the committee that further 
awards will be made under the jsop
the networkers and consultants share option plan
the networkers and consultants share option plan exists to provide incentives and rewards to those 
distributors who have been most successful in gathering new customers for the company these distributors 
whilst not being employees of the company are nevertheless essential to its future growth and it is the 
opinion of the committee that this plan can in some cases be an important factor in their motivation 
during the year options were issued in two tranches to 218 distributors under a share option promotion 
scheme which requires the participants to achieve performance conditions in order for the options to vest 
these performance conditions will involve distributors consistently gathering customers throughout the three
year vesting periods of the options
statement of directors’ shareholding and share interests audited
details of the directors’ shareholdings are set out in the directors’ report on page 68 as set out in the 
future remuneration policy table above a target level of share ownership is not stipulated for directors 
however subject to personal circumstances and existing shareholdings they are encouraged to retain a 
proportion of shares issued as a result of the exercise of share incentive awards
details of the share awards held by or granted to directors during the year are set out in the tables below 
further details on the estimated cost of these awards are set out in note 18 to the financial statements
andrew lindsay
1 april 
2013 granted exercised
31 march 
2014
exercise 
price
exercisable 
from
expiry
date
share options
12 jun 2008 217400  217400  3305p 12 jun 11 11 jun 18 
jsop interest shares held jointly with the jsop share trust
31 march 2011 500000   500000 na 1 apr 15 na
chris houghton
1 april 
2013 granted exercised
31 march 
2014
exercise 
price
exercisable 
from
expiry
date
share options
10 dec 2008 50000   50000 340p 10 dec 11 9 dec 18
26 june 2009 50000   50000 278p 26 jun 12 25 jun 19
26 june 2012 25000   25000 828p 26 jun 15 25 jun 22
26 june 2012 25000   25000 828p 26 jun 17 25 jun 22
16 dec 2013  25000  25000 1739p 16 dec 16 15 dec 23
16 dec 2013  25000  25000 1739p 16 dec 18 15 dec 23
annual report on remuneration
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 61
the share options granted to andrew lindsay on 12 june 2008 were fully exercised on 26 february 2014 
in accordance with the rules of the employee share option plan the company elected to satisfy these 
options by transferring 179115 shares to mr lindsay at nominal value representing the value of the gain 
made on these options at the market price for ordinary shares on the day of exercise 
following the exercise of these options mr lindsay sold 179115 ordinary shares on 26 february 2014 
for an average price of 185334 pence per ordinary share following the sale of these shares mr lindsay 
retained an interest in 132312 ordinary shares excluding his joint interest in the award made under the 
jsop detailed below
the award of a joint interest in 500000 shares made to mr lindsay on 31 march 2011 under the jsop 
“the jsop share award” was made subject to performance conditions which were described in detail 
in the annual report for the year ended 31 march 2011 the interest mr lindsay holds in the jsop share 
award allows him subject to the achievement of the performance conditions summarised below to receive 
any increase in the value of the 500000 shares over the share price on the date of grant £455 plus an 
annual compound growth rate of five per cent this means that if mr lindsay were to exercise his award on 
the first date of vesting 1 april 2015 he would receive any value over £553 per share 
the table below sets out the compound annual growth rates required during the vesting period across 
the three performance conditions which will determine the percentage of the 500000 shares that will be 
used to calculate the total gain attributable to mr lindsay eg if the company were to achieve compound 
annual eps and tsr growth of exactly 5 over the vesting period the gain attributable to mr lindsay would 
be calculated based on the total value of 250000 shares over the annual compound 5 hurdle rate the 
number of shares used to calculate the gain which mr lindsay will be entitled to receive on vesting will 
depend on the average growth achieved across the two highest performance conditions 
percentage of  
500000 shares
eps growth tsr growth
1
service number 
growth 
100 75 75 75
50 50 50 50
50100
2
5075 5075 5075
nil 5 5 5
1
 compound annual share price growth assuming 22p annual dividend
2
 percentage of shares to be calculated on a straight line basis
the 50000 options granted to mr houghton on 10 december 2008 were granted to him prior to his 
appointment to the board on terms that performance conditions would not be imposed in respect of this 
grant however the 50000 options granted to him on 26 june 2009 after his appointment to the board 
were made subject to performance conditions which were described in detail in the annual report for the 
year ended 31 march 2010 the performance conditions in relation to these options were all met and the 
options have vested telecom plus plc report and accounts 2014 62
the 50000 options granted to mr houghton on 26 june 2012 were also made subject to performance 
conditions which were described in detail in the annual report for the year ended 31 march 2013 and are 
summarised in the table below
percentage of 
options vesting eps growth
relative
tsr growth
1
service number 
growth 
100 cpi  75 upper quartile 10
50 cpi  50 median 50
50100
2
cpi  5075 median – upper quartile 50100
nil cpi  50 below median 50
1
 company tsr performance relative to the ftse 350 excluding investment trusts
2
 percentage of shares to be calculated on a straight line basis
a further 50000 options were awarded to mr houghton on 16 december 2013 these options will vest in 
two discrete tranches of 25000 over three and five year vesting periods each representing shares with a 
face value of £434750 representing approximately 150 of mr houghton’s annual base salary however 
it should be noted that as market price options their value to mr houghton rests solely on the increase in 
the company’s share price from the point of grant in accordance with guidance in the frc’s lab project 
report reporting of pay and performance issued in march 2013 the value of market price share options 
can be measured as one third of the market value of the shares under option the total value of these 
options granted to mr houghton under this measure would therefore represent approximately 96 of his 
annual base salary for the year
these options were made subject to performance conditions as described in detail below in determining 
the nature of these performance conditions the committee was mindful of views expressed by investors 
in relation to performance conditions previously used by the company for share incentive awards the 
committee therefore decided to reduce the percentage level for threshold vesting to 30 and use a 
weighted average across the three performance conditions rather than allowing the flexibility of using the 
highest two of three measures   
annual report on remuneration
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 63
the extent to which these options will vest will depend on the average growth weighted equally in this 
instance achieved across the three annual performance measures summarised in the table below
percentage of  
options vesting
adjusted 
eps growth
relative 
tsr growth
1
service number 
growth 
100 cpi  125 upper quartile 200
30 cpi  50 median 100
30100
2
cpi  50125 median – upper quartile 100200
nil cpi  50 below median 100
1
 company tsr performance relative to the ftse 350 excluding investment trusts
2
 percentage of shares to be calculated on a straight line basis
the base year for the adjusted eps performance measure will be the adjusted eps for the year ended 
31 march 2013 but rebased to reflect the impact of the revised terms of the new energy supply 
agreement agreed with npower in december 2013 as set out in the prospectus issued by the company 
to shareholders on 20 november 2013 the prospectus confirmed that had the revised energy supply 
agreement been in place during the whole year ended 31 march 2013 the incremental pretax profit would 
have been £93 million this amount has therefore been used to rebase the adjusted eps for the year 
ended 31 march 2013
at the year end the company’s share price was 1793p and the range during the financial year was 
1035p to 1914p details of all the directors’ interests in the shares of the company are set out in the table 
in the directors’ report on page 68
directors’ contracts of service 
there are service contracts or letters of appointment for charles wigoder 5 may 2011 andrew lindsay 
5 may 2011 chris houghton 16 february 2009 julian schild 25 may 2010 melvin lawson 27 
september 2006 and michael pavia 13 december 2006 these provide notice periods of three months 
on either side for the nonexecutive directors and the following notice periods for the executive directors mr 
wigoder twelve months on either side and mr lindsay and mr houghton each with six months on either side 
pension schemes audited
the company makes no contributions to the pensions of any current directors except to mr wigoder mr 
lindsay and mr houghton details of which are shown within the table on page 58
performance graph showing total shareholder return 
the following graph shows the company’s performance measured by total shareholder return compared 
with the performance of the ftse all share telecommunications index and the ftse 350 for the period 1 
april 2009 to 31 march 2014 as noted in previous years the ftse all share telecommunications index 
was initially selected at a time when a larger proportion of the company’s revenues related to the supply 
of telephony services only approximately 125 of the company’s revenues are now generated from such 
telephony services telecom plus plc report and accounts 2014 64
the ftse 350 index is included as a further comparator in the light of the fact that there are no sector 
specific indices containing directly comparable quoted companies supplying a broad range of services 
similar to that provided by the company 
table of historical data
the following table shows the total remuneration as defined by the regulations and the amount vesting 
under share incentive schemes as a percentage of the maximum that could have been achieved in respect 
of the chief executive the chief executive was mr andrew lindsay in all years shown in the table except 
for the year ended 31 march 2010 which represented mr charles wigoder’s final year as chief executive 
before becoming executive chairman in july 2010
year ended 31 march 2010 2011 2012 2013 2014
single figure of total remuneration £’000 217 473 1150 399 432
percentage of maximum of share  
incentives vesting in year 
na 100 100 na na
annual report on remuneration
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 65
the gains on share incentive schemes vesting in the years ended 31 march 2011 and 31 march 2012 
represent the gains on share options based on the prevailing share price as at the earlier of the date of 
exercise of the share options and the year end in which the awards vested no share incentive awards 
vested to the chief executive in the years ended 31 march 2010 2013 and 2014
percentage change in the remuneration of the chief executive
the following table shows the change in certain aspects of the remuneration of mr lindsay
year ended 31 march 2014
£’000
2013
£’000
change

salary 390 360 83
benefits 3 3 
the company’s pay review for the year ended 31 march 2014 which took effect on 1 april 2013 
awarded average percentage increases in salaries to all employees of 275 the size of the increase 
awarded to mr lindsay reflected the increased responsibility inherent in his role specifically as the size of 
the company grew during the period the increase also reflected the relative level of his salary compared 
to chief executives of other similarlysized publicly listed companies at other levels within the company 
increases of a comparable size to mr lindsay’s were made where appropriate to similarly reflect increases 
in responsibility for certain individuals
relative importance of the spend on pay
the regulations require an illustration of the significance of the company’s expenditure on pay in the 
context of its operations set out below is a summary of the company’s levels of expenditure on pay and 
other significant cash outflows to key stakeholders
cash outflows to key stakeholders 2014
£’000
2013
£’000
change

wages and salaries 20666 17536 178
dividends paid 23921 20965 141
corporation tax and social security costs paid 10140 9070 118
statement of implementation of remuneration policy in the following financial year
base salaries
against the background of the company’s future remuneration policy set out in this report the committee 
recommended that increases to the base salaries of the executive directors for the forthcoming year ended 
31 march 2015 with effect from 1 april 2014 be made as described below telecom plus plc report and accounts 2014 66
executive chairman charles wigoder’s annual base salary was increased from £370000 to £420000 
this increase primarily reflects the fact that the company will no longer be making pension contributions on 
behalf of mr wigoder as he has reached the limit of the lifetime allowance for pension contributions under 
current hmrc rules the contributions made by the company to mr wigoder’s pension during the year 
ended 31 march 2014 amounted to £37000 representing the majority of the salary increase for 2015 
with the balance of the increase broadly reflecting inflation
the annual base salary of chief executive andrew lindsay was increased from £390000 to £455000 
reflecting his strong personal performance and the incremental responsibility resulting from the significant 
increase in the size and profile of the company during the year following the entering into of the new 
energy supply arrangements with npower in december 2013
the annual base salary of finance director chris houghton was held at £300000 reflecting the large 
increase made to his salary last year
share incentive schemes
it is expected that a share option award will be made to chief executive andrew lindsay during the coming 
year the award will comprise the granting of market value options over 300000 shares which will vest in 
three discrete equal tranches after three five and seven years the award will fall within the limits set out 
in the remuneration policy above as mr lindsay has not received a share incentive scheme award since 
2011 the committee will be mindful of the size of this award when considering any future awards to mr 
lindsay in future
the performance measures to be applied to mr lindsay’s award will mirror those used for the award of 
options to finance director chris houghton in december 2013 as summarised below it is expected that 
each performance measure will be given an equal weighting the base year for measuring performance 
will be the year ended 31 march 2014
percentage of  
options vesting
adjusted 
eps growth
relative 
tsr growth
1
service number 
growth 
100 cpi  125 upper quartile 200
30 cpi  50 median 100
30100
2
cpi  50125 median – upper quartile 100200
nil cpi  50 below median 100
1
 company tsr performance relative to the ftse 350 excluding investment trusts
2
 percentage of shares to be calculated on a straight line basis
full details of the proposed award will be set out in the annual report for the year ended 31 march 2015
annual report on remuneration
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 67
other benefits
remuneration in relation to pension contributions and other benefits for the year will be made in accordance 
with the remuneration policy set out above
shareholder vote and shareholder engagement
as set out in the remuneration policy statement above the committee encourages dialogue with the 
company’s major shareholders regarding remuneration matters and will endeavour to consult with these 
shareholders ahead of any significant future changes to the remuneration policy
details of the votes cast in relation to the remuneration report at last year’s agm are set out below
2013 agm number 
votes cast in favour 38623684 9008
votes cast against 4259816 992
total 42883500 10000
in addition to the above there were 1977181 votes withheld
julian schild
chairman of the remuneration committee
on behalf of the board
20 may 2014 telecom plus plc report and accounts 2014 68
directors’ report
the directors have pleasure in presenting their report and the audited financial statements for the year to 31 
march 2014
principal activities and business review
a full review of the development of the business is contained in the strategic report on pages 3 to 33 a 
summary of the financial risk management objectives and policies is contained in note 19 to the financial 
statements 
this directors’ report together with the information in the strategic report forms the management report for 
the purposes of dtr 418r
results and dividends
the profit for the year after tax of £28975000 2013 £27066000 has been transferred to reserves 
an interim dividend of 16p per share 2013 13p was paid during the year a final dividend of 19p per 
share 2013 18p per share is proposed 
directors
the names of directors who served during the year and their interests including those of their connected 
persons in the share capital of the company at the start and end of the year are set out in the table 
below details of the directors’ share incentive awards are disclosed in the directors’ remuneration report 
on page 60
ordinary 5p shares held at
director 31 march 2014 31 march 2013
charles wigoder 16055866 15981041
julian schild 116682 97624
andrew lindsay 132312 81465
chris houghton  
melvin lawson 2061869 2050000
michael pavia 26391 25000
 indicates nonexecutive directors
in respect of the above shareholdings mr wigoder has a nonbeneficial interest in 3067683 shares 
2013 2900000 there have been no movements in any of the directors’ interests in the share capital of 
the company between 1 april 2014 and 20 may 2014 
the powers of directors are set out in the company’s articles of association the “articles” the articles 
may be amended by way of a special resolution of the members of the company the board may exercise 
all powers conferred on it by the articles and in accordance with the companies act 2006 and other 
applicable legislation strategic report governance financial statements
telecom plus plc report and accounts 2014 69
the board has established a formal rigorous and transparent process for the selection and subsequent 
appointment of new directors to the board the rules relating to the appointment and replacement of 
directors are contained within the articles the articles provide that directors may be appointed by an 
ordinary resolution of the members or by a resolution of the directors provided that in the latter instance 
a director appointed in that way retires at the first annual general meeting following their appointment in 
addition mr wigoder as he holds in excess of 20 of the company’s shares is entitled under the articles 
to appoint a director and remove any such director appointed
in accordance with current best practice all board directors will be retiring at the forthcoming agm and 
will then offer themselves for reelection
directors’ conflicts of interest
the directors have a statutory duty to avoid situations where they have or could have a direct or indirect 
interest that conflicts or possibly may conflict with the company’s interests the companies act 2006 and 
the company’s articles allow the board to authorise such conflicts of interest should this be deemed to be 
appropriate
the board has put in place effective procedures for managing and where appropriate approving conflicts or 
potential conflicts of interest under these procedures the directors are required to declare all directorships or 
other appointments to companies which are not part of the group as well as other situations which could give 
rise to a potential conflict the board will where appropriate authorise a conflict or potential conflict and 
will impose all necessary restrictions andor conditions where it sees fit the company maintains a register of 
directors’ conflicts of interest which is reviewed regularly by the board
directors’ and officers’ liability insurance
the company maintains appropriate insurance to cover directors’ and officers’ liability and has provided 
an indemnity as permitted by the companies act 2006 in respect of all of the company’s directors which 
was in force throughout the financial year and remains in force neither the insurance nor the indemnity 
provides cover where a director has acted fraudulently or dishonestly
employees
the requirements of the companies act 2006 in respect of employees are set out in the strategic report on 
pages 29 to 31
substantial shareholders
as at 20 may 2014 in addition to the directors the following have notified the company of their 
substantial shareholdings as detailed below 
shareholder number of shares percentage of issued 
 share capital
standard life investments ltd 7207174 90
schroder investment mgt 4996526 62
legal  general investment mgt 3321534 42
blackrock investment mgt uk 2429148 30 telecom plus plc report and accounts 2014 70
capital structure
restrictions on the transfer of shares
the company only has ordinary shares in issue other than as set out below there are no restrictions 
on the transfer of the ordinary shares except where a holder refuses to comply with a statutory notice 
requesting details of those who have an interest and the extent of their interest in a particular holding of 
shares in such cases where the identified shares make up 025 or more of the ordinary shares in issue 
the directors may refuse to register a transfer of any of the identified shares in certificated form and so far 
as permitted by the uncertificated securities regulations 2001 a transfer of any of the identified shares 
which are held in the electronic share dealing system crest unless the directors are satisfied that they  
have been sold outright to an independent third party
other than as set out below and so far as the directors are aware there were no arrangements at 31 
march 2014 by which with the company’s cooperation financial rights carried by securities are held 
by a person other than a holder of securities or any arrangements between holders of securities that are 
known to the company and which may result in restrictions on the transfer of securities or on voting rights
executive chairman charles wigoder entered into an agreement to charge 325000 of his shares in the 
company as security for a loan from barclays bank on 3 december 2013 the loan enabled him to apply 
for 57142 ordinary shares as part of his open offer entitlement which resulted from funding the company’s 
entering into of the new energy supply arrangements with npower on 20 december 2013 under the terms 
of the charge title to the 325000 shares can be transferred sold or otherwise dealt with by barclays 
following the occurrence of a failure to pay any amount due and payable under the loan 
in addition certain members of senior management have loans secured against some or all of their 
shareholdings in the company which restrict their ability to transfer these shares prior to repayment of  
the loans
the company established a joint share ownership plan “the jsop” on 30 march 2011 as part of the 
jsop an employee benefit trust was established to jointly hold shares with the participants in the plan “the 
jsop share trust” as at 31 march 2014 the jsop share trust jointly held 500000 shares with the chief 
executive mr andrew lindsay prior to vesting all voting and dividend rights attached to these shares have 
been waived
takeovers
there are no significant arrangements to which the company is party that take effect alter or terminate 
upon a change of control of the company following a takeover bid save in relation to the arrangements 
with npower and everything everywhere formerly tmobile for the supply of energy and mobile telephony 
respectively or any agreements between the company and its directors or employees providing for 
compensation for loss of office or employment whether through resignation purported redundancy or 
otherwise that occurs because of a takeover bid
authority for purchase of own shares
at the last agm held on 17 july 2013 the company obtained authority to purchase up to 7062061 
ordinary shares representing approximately 10 of the issued ordinary share capital excluding treasury 
shares as at 11 june 2013 the company intends to renew this authority at this year’s agm 
directors’ report
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 71
treasury shares
the company had no shares held in treasury during the year
disclosure of information
each of the directors has confirmed that so far as he is aware there is no relevant audit information of 
which the company’s auditor is unaware and that he 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 auditor is aware of that information
corporate governance
the company’s position in relation to compliance with the requirements of the uk corporate governance 
code issued by the financial reporting council is set out in the corporate governance statement on pages 
36 to 42
going concern 
the company’s business activities together with the factors likely to affect its future development 
performance and position are set out in the strategic report on pages 3 to 33 the financial position 
of the company its cash flows liquidity position and borrowing facilities are described in the financial 
review on pages 18 to 23 and within notes 12 and 19 to the financial statements in addition notes 15 
and 19 include the company’s objectives policies and processes for managing its capital its financial risk 
management objectives details of its financial instruments and its exposures to credit risk and liquidity risk
under the revised energy supply arrangements which were effective from 1 december 2013 npower 
continues to be responsible for funding the principal working capital requirements relating to the supply of 
energy to the company’s customers this includes funding the budget plans of customers who pay for their 
energy in equal monthly instalments and prefunding the payment of certain energy network charges
the group has secured from barclays bank plc “barclays” total working capital credit facilities of £25 
million for the period to 20 december 2016 in addition the group has a transaction loan facility of £100 
million with barclays which was fully drawn down at the year end 
the company has considerable financial resources together with a large and diverse retail and small 
business customer base and long term contracts with a number of key suppliers as a consequence the 
directors believe that the company is well placed to manage its business risks
on this basis the directors have a reasonable expectation that the company has adequate resources to 
continue in operational existence for the foreseeable future the annual financial statements have therefore 
been prepared on a going concern basis in accordance with the frc’s going concern and liquidity risk 
guidance for directors of uk companies 2009 issued in october 2009
for and on behalf of the board
david baxter
company secretary
20 may 2014 telecom plus plc report and accounts 2014 72
directors’ responsibilities 
the directors are responsible for preparing the annual report and the financial statements in accordance 
with applicable law and regulations 
company law requires the directors to prepare financial statements for each financial year under that 
law the directors are required to prepare the group financial statements in accordance with international 
financial reporting standards ifrss as adopted by the european union under company law the directors 
must not approve the financial statements unless they are satisfied that they give a true and fair view of the 
state of affairs of the group and company and of the profit or loss for the group for that period 
in preparing these financial statements the directors are required to
•  select suitable accounting policies and then apply them consistently
•  make judgements and accounting estimates that are reasonable and prudent
•  state whether they have been prepared in accordance with ifrss as adopted by the european union 
subject to any material departures disclosed and explained in the financial statements and
•  prepare a director’s report and directors’ remuneration report which comply with the requirements of the 
companies act 2006
the directors are responsible for keeping adequate accounting records that are sufficient to show and 
explain the company’s transactions and disclose with reasonable accuracy at any time the financial 
position of the company and enable them to ensure that the financial statements comply with the 
companies act 2006 and as regards the group financial statements article 4 of the ias regulation they 
are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for 
the prevention and detection of fraud and other irregularities
website publication
the directors are responsible for ensuring the annual report and the financial statements are made available 
on a website financial statements are published on the company’s website in accordance with legislation 
in the united kingdom governing the preparation and dissemination of financial statements which may 
vary from legislation in other jurisdictions the maintenance and integrity of the company’s website is 
the responsibility of the directors the directors’ responsibility also extends to the ongoing integrity of the 
financial statements contained therein
directors’ responsibilities pursuant to dtr4
the directors confirm to the best of their knowledge
•  the group financial statements have been prepared in accordance with international financial reporting 
standards ifrss as adopted by the european union and article 4 of the ias regulation and give a true 
and fair view of the assets liabilities financial position and profit and loss of the group
•  the annual report includes a fair review of the development and performance of the business and the 
financial position of the group and the parent company together with a description or the principal risks 
and uncertainties that they face strategic report governance financial statements
telecom plus plc report and accounts 2014 73
having taken advice from the audit committee the board considers the report and accounts taken as 
a whole to be fair balanced and understandable and that it provides the information necessary for 
shareholders to assess the company’s performance business model and strategy
for and on behalf of the board
charles wigoder
executive chairman
20 may 2014
chris houghton
finance director
20 may 2014
  telecom plus plc report and accounts 2014 74
independent auditor’s report to the members of telecom plus plc
report on the financial statements
our opinion
in our opinion 
•  the financial statements give a true and fair view of the state of the group’s and of the parent company’s 
affairs as at 31 march 2014 and of the group’s profit for the year then ended 
•  the group financial statements have been properly prepared in accordance with international financial 
reporting standards ifrss as adopted by the european union 
•  the parent company financial statements have been properly prepared in accordance with ifrss as adopted 
by the european union and as applied in accordance with the provisions of the companies act 2006 and
•  the financial statements have been prepared in accordance with the requirements of the companies act 
2006 and article 4 of the ias regulation
this opinion is to be read in the context of what we say in the remainder of this report
what we have audited
the financial statements which are prepared by telecom plus plc comprise the consolidated statement 
of comprehensive income the consolidated and company balance sheets the consolidated and company 
cash flow statements the consolidated and company statements of changes in equity and the related notes 
the financial reporting framework that has been applied in their preparation is applicable law and ifrss 
as adopted by the european union and as regards the parent company financial statements as applied in 
accordance with the provisions of the companies act 2006 
overview of our audit approach
materiality
we determined materiality for the group to be £275m which is based on 75 of profit before tax 
normalised through adjusting for transactions not principally relating to trading operations and averaging 
over the current and previous two accounting periods in normalising profit before tax we added back the 
annual share incentive scheme charges which are impacted by movements in the group’s share price and 
the amortisation charge in respect of intangible assets we consider this measure to be the most significant 
determinant of the group’s financial performance and therefore an appropriate basis for materiality as it is 
one of the key performance indicators used by management
we agreed with the audit committee that we would report to them all audit differences individually 
in excess of £50000 we also agreed to report differences below these thresholds that in our view 
warranted reporting on qualitative grounds
the audit work undertaken in relation to the significant components was executed at levels of materiality 
applicable to each entity and ranged from £15m to £165m
overview of the scope of our audit
a description of the scope of an audit of financial statements is provided on the frc’s website at  
wwwfrcorgukauditscopeukprivate
in establishing our group audit approach we gained an understanding of the group and the regulatory 
environment in which it operates and we subsequently focused on the three principal trading companies 
which account for 85 of the group’s profit before tax additional audit procedures were performed on 
financial information from those components not considered to be significant to provide us with reasonable 
assurance that material error does not exist within those components strategic report governance financial statements
telecom plus plc report and accounts 2014 75
our assessment of risks of material misstatement
the assessed risks of material misstatement described below are those that had the greatest effect on the 
audit strategy the allocation of resources in the audit and directing the efforts of the engagement team we 
have discussed our assessment of the risks of material misstatement with the audit committee who have set 
out on pages 44 to 47 of their report consideration of these risks
area of risk how the scope of our audit addressed the risk
accuracy of the billing system
the billing system is central to the group’s business and 
is responsible for generating several key balances which 
are reported in the group financial statements
we focused on this area as it is possible that any 
systematic errors in the billing system could result in 
processing errors causing material misstatement across 
multiple balances within the financial statements  
the documentation and testing of the group’s it system 
processes and controls is a core part of our audit scope 
and addresses the potential risks arising from the billing 
system with enhanced procedures being performed in 
relation to revenues and commissions payable
we assessed and tested the key controls that surround the 
billing system as well as the integrity of the data being 
generated through the inclusion of information system 
specialists on the audit team and through the application 
of computer assisted audit techniques “caats” 
valuation and recoverability of trade receivables
the reported trade receivables balance is largely 
represented by customers who have debt assigned to 
their prepayment meter or have defaulted on a payment 
as a result recoverability of uncollected debt requires 
management to make significant judgements regarding 
expected future receipts from customers
we evaluated the ageing analysis and composition of 
trade receivables and challenged the appropriateness 
of management’s key assumptions used in the provision 
calculations
our work involved reviewing assumptions applied in 
the context of the group’s historical experience and 
performing sensitivity analysis on the critical assumptions 
to determine the extent of change in those assumptions  
that would be required for the provision to change 
materially  
revenue recognition and the valuation and recoverability of unbilled energy supplied
estimation is required in relation to revenue as a material 
element of unbilled energy supplied is measured by 
multiplying usage by an average rate per kwh 
moreover whilst the group makes every effort to 
measure customers’ energy usage through accurate meter 
reading and estimation income is accrued in relation to 
energy supplied which is yet to be allocated to individual 
customer accounts a degree of estimation is required in 
determining this accrued revenue
in addition management have made certain valuation 
provisions against the receivable which requires 
estimation judgement
we considered the rationale for recognising revenue 
based on energy supplied but not yet billed and 
evaluated the processes and procedures surrounding 
customer meter reading 
specifically we considered evidence that supports the 
propensity of customers to underreport energy usage 
and usage levels which have not been independently 
verified
our work also involved reviewing the rationale and 
assumptions applied in identifying irrecoverable usage 
and the estimates and significant judgements adopted 
in determining recoverable amounts identifying and 
challenging those assumptions that have the greatest 
impact on the receivable telecom plus plc report and accounts 2014 76
area of risk how the scope of our audit addressed the risk
accounting treatment of new energy supply arrangements
as disclosed in notes 6 and 21 to the financial 
statements during the year the group acquired two 
entities in order to enter into a wholesale supply and 
services agreement with npower the directors do not 
consider that these acquisitions represented business 
combinations under ifrs 3 business combinations “ifrs 
3” and accordingly have treated the transaction as the 
purchase of assets under the framework set out in ias 38 
intangible assets
in determining the appropriate accounting treatment 
and disclosures required in the financial statements it 
was necessary for the directors to exercise judgement in 
applying ifrs to the circumstances of the transaction
we reviewed the sale and purchase and wholesale 
supply and services agreements and have challenged 
management’s assessment that the acquired entities did not 
meet the definition of businesses under ifrs 3 
we considered the factors outlined in note 21 and in 
particular the relationship between the company npower 
and the acquired entities both before and after the 
transaction date 
risk of management override of internal controls
the financial statements include a number of balances 
including current receivables which require the directors 
to make estimates and exercise judgement in determining 
recoverable amounts 
we examined the significant accounting estimates 
and judgements relevant to the financial statements for 
evidence of bias by the directors
in particular we tested key reconciliations unbilled 
revenue provisions surrounding delinquent customers 
intangible asset amortisation and fair values
we also tested manual journal entries
 
opinion on 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
•  the information given in the strategic report and directors’ report for the financial year for which the 
financial statements are prepared is consistent with the financial statements and
•  the information given in the corporate governance statement set out on pages 36 to 42 of the annual 
report with respect to internal control and risk management systems in relation to financial reporting 
processes and about share capital structures is consistent with the financial statements
other matters on which we are required to report by exception
adequacy of accounting records and information and explanations received
under the companies act 2006 we are required to report to you if in our opinion
• we have not received all the information and explanations we require for our audit or
•  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 are not in agreement with the accounting records and returns
we have nothing to report in respect of these matters
independent auditor’s report to the members of telecom plus plc
continued strategic report governance financial statements
telecom plus plc report and accounts 2014 77
directors’ remuneration
under the companies act 2006 we are also required to report if in our opinion certain disclosures of 
directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited 
is not in agreement with the accounting records and returns we have nothing to report arising from these 
matters or our review
corporate governance statement
under the listing rules we are also required to review the part of the corporate governance statement 
relating to the company’s compliance with the nine provisions of the uk corporate governance code we 
have nothing to report arising from our review
going concern
as required by the listing rules we have reviewed the directors’ statement on page 71 that the group is a 
going concern we have nothing to report arising from our review
our duty to read other information in the annual report
under international standards on auditing uk and ireland we are required to report to you if in our 
opinion information in the annual report is
•  materially inconsistent with the information in the audited financial statements or
•  apparently materially incorrect based on or materially inconsistent with our knowledge of the group 
acquired in the course of performing our audit or
•  is otherwise misleading
in particular we are required to consider whether we have identified any inconsistencies between the 
knowledge acquired during the audit and the directors’ statement that they consider the annual report is 
fair balanced and understandable and whether the annual report appropriately discloses those matters that 
we communicated to the audit committee which we consider should have been disclosed we have not 
identified any such inconsistencies apparent misstatements or misleading statements
respective responsibilities of directors and auditor
as explained more fully in the directors’ responsibilities statement on page 72 the directors are 
responsible for the preparation of the financial statements and for being satisfied that they give a true and 
fair view our responsibility is to audit and express an opinion on the 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 ethical standards for auditors
this report is made solely to the company’s members as a body in accordance with chapter 3 of part 16 
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 auditor’s 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
julian frost senior statutory auditor
for and on behalf of bdo llp statutory auditor
london uk
20 may 2014
bdo llp is a limited liability partnership registered in england and wales with registered number oc305127
  telecom plus plc report and accounts 2014 78
note 2014 2013 
£’000 £’000
revenue 1 658760 601505
cost of sales 558509 517950
gross profit 100251 83555
distribution expenses 18641 17635
share incentive scheme charges 125 118
total distribution expenses 18766 17753
administrative expenses 41560 34636
share incentive scheme charges 4068 813
amortisation of intangible assets 3785 
total administrative expenses 49413 35449
other income 650 907
operating profit 1 2 32722 31260
financial income 109 49
financial expenses 855 82
net financial expense 746 33
share of profit of associates 8 4654 3404
profit before taxation 36630 34631
taxation 4 7655 7565
profit and total comprehensive income for the year attributable to 
owners of the parent 28975 27066
basic earnings per share 16 398p 387p
diluted earnings per share 16 392p 381p
consolidated statement of comprehensive income
for the year ended 31 march 2014 strategic report governance financial statements
telecom plus plc report and accounts 2014 79
group company
note 2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000 
assets
noncurrent assets
property plant and equipment 5 23379 18950 23379 18950
intangible assets 6 220778 2969  2969
goodwill 7 3742 3742  
investments in associates 8 8814 7216 1497 1497
investments in subsidiary undertakings 8   227097 
deferred tax 9 2399 1646 2389 1644
other noncurrent receivables 10 13061 10300 10301 12575
total noncurrent assets 272173 44823 264663 37635
current assets
inventories 1771 491 1771 491
trade and other receivables 11 39336 16541 10636 16499
prepayments and accrued income 11 120786 115947 8228 115510
cash 45389 3378 37489 3137
total current assets 207282 136357 58124 135637
total assets 479455 181180 322787 173272
current liabilities
short term borrowings 12 19804 2605 19804 2605
trade and other payables 13 7749 7504 4424 10512
current tax payable 3360 2815  2760
accrued expenses and deferred income 14 137780 96829 8411 96418
total current liabilities 168693 109753 32639 112295
noncurrent liabilities
long term borrowings 12 79216  79216 
deferred consideration 13 21500  21500 
jsop creditor 13 4080 685 4080 685
total noncurrent liabilities 104796 685 104796 685
total assets less total liabilities 205966 70742 185352 60292
equity
share capital 15 4001 3530 4001 3530
share premium 136651 8508 136651 8508
jsop reserve 2275 2275  
retained earnings 67589 60979 44700 48254
total equity 205966 70742 185352 60292
these accounts were approved and authorised for issue by the board on 20 may 2014
andrew lindsay    director
chris houghton    director
consolidated and company balance sheets
as at 31 march 2014 telecom plus plc report and accounts 2014 80
consolidated and company cash flow statements 
for the year ended 31 march 2014 
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
operating activities
profit before taxation 36630 34631 24390 34073
adjustments for
share of profit of associates 4654 3404 4654 3404
net financial expense 746 33 746 33
depreciation of property plant and equipment 1307 1254 1307 1254
amortisation of intangible assets 3785   
amortisation of debt arrangement fees 118  118 
increase in inventories 1280 39 1280 39
decreaseincrease in trade and other receivables 41284 40366 115785 41017
decreaseincrease in trade and other payables 92208 32858 90623 32976
decreaseincrease in intercompany payable   3558 840
increase in intercompany receivable   226 
share incentive scheme charges 4193 931 4193 931
corporation tax paid 7104 7284 6865 7033
net cash flow from operating activities 17183 18614 39333 18614
investing activities
purchase of property plant and equipment 5736 948 5736 948
new energy supply agreement
 cash consideration and fees paid 202629  202629 
 cash held in statutory entities acquired 64175   
distribution from associated company 3056 2365 3056 2365
purchase of shares in associated company  18  18
interest received 107 49 107 49
cash flow from investing activities 141027 1448 205202 1448
financing activities
dividends paid 23921 20965 23921 20965
interest paid 769 82 769 82
drawdown of long term borrowing facilities 100000  100000 
fees associated with long term borrowing facilities 1098  1098 
issue of new ordinary shares 131061 812 131061 812
payment of share issue costs 2447  2447 
cash flow from financing activities 202826 20235 202826 20235
increasedecrease in cash and cash equivalents 44616 173 36957 173
net cash and cash equivalents at the beginning 
of the year
773 946 532 705
net cash and cash equivalents at the year end 45389 773 37489 532
cash 45389 3378 37489 3137
short term borrowings  2605  2605
net cash and cash equivalents at the year end 45389 773 37489 532 strategic report governance financial statements
telecom plus plc report and accounts 2014 81
consolidated
share 
capital
share 
premium
jsop  
reserve
retained  
earnings total
£’000 £’000 £’000 £’000 £’000
balance at 1 april 2012 3510 7716 2275 53860 62811
profit and total comprehensive income  
for the year 27066 27066
deferred tax on share options 776 776
dividends    20965 20965
credit arising on share options    242 242
issue of new ordinary shares 20 792   812
balance at 31 march 2013 3530 8508 2275 60979 70742
profit and total comprehensive income  
for the year 28975 28975
deferred tax on share options 748 748
dividends    23921 23921
credit arising on share options    808 808
issue of new ordinary shares 471 130590   131061
costs associated with the issue of new 
ordinary shares
 2447   2447
balance at 31 march 2014 4001 136651 2275 67589 205966
 
consolidated statement of changes in equity 
for the year ended 31 march 2014  telecom plus plc report and accounts 2014 82
company
share 
capital
share 
premium
retained  
earnings total
£’000 £’000 £’000 £’000
balance at 1 april 2012 3510 7716 42601 53827
profit and total comprehensive income for the year 25600 25600
deferred tax on share options 776 776
dividends   20965 20965
credit arising on share options   242 242
issue of new ordinary shares 20 792
 812
balance at 31 march 2013 3530 8508 48254 60292
profit and total comprehensive income for the year 18811 18811
deferred tax on share options 748 748
dividends   23921 23921
credit arising on share options   808 808
issue of new ordinary shares 471 130590  131061
costs associated with the issue of new ordinary shares  2447  2447
balance at 31 march 2014 4001 136651 44700 185352
company statement of changes in equity
for the year ended 31 march 2014 strategic report governance financial statements
telecom plus plc report and accounts 2014 83
general information
telecom plus plc the “company” is a company domiciled in the united kingdom the consolidated 
financial statements of the company for the year ended 31 march 2014 comprise the company and its 
subsidiaries together referred to as the “group” and the group’s interest in associates 
the financial statements were authorised for issue by the directors on 20 may 2014 
presentation of financial statements
as a result of the increasing relative size of the cashsettled share incentive scheme charges it has been 
decided to separately disclose the amount on the face of the consolidated statement of comprehensive 
income for the period the increase in this charge mainly reflects the strong rise in the company’s share 
price over the last year and therefore separate disclosure was deemed appropriate in order to provide a 
clearer understanding of the underlying performance of the business 
in view of the size and nature of the charge as a noncash item it has also been decided to separately disclose 
the amortisation of intangible assets on the face of the consolidated statement of comprehensive income for 
the period more information regarding the intangible asset is set out in note 6 of these financial statements
significant accounting policies 
a statement of compliance 
the financial statements of the group and the company have been prepared in accordance with 
international financial reporting standards “ifrs” and international financial reporting interpretations 
committee “ifric” interpretations as endorsed by the eu and with those parts of the companies act 2006 
applicable to companies reporting under ifrs 
b basis of preparation 
the accounts are prepared on a going concern basis 
critical accounting estimates judgements and assumptions
in the process of applying the group’s accounting policies which are described below the directors have 
made judgements estimations and assumptions regarding the future the judgements estimations and 
assumptions that have the most significant impact on the amounts recognised in the financial statements are 
detailed below
estimates and judgements are evaluated based on historical experience and other factors including 
expectations of future events that are believed to be reasonable under the circumstances in future actual 
results may differ from these estimates and assumptions
i trade receivables notes 10 and 11
trade receivables largely represent customers who have energy debt assigned to a prepayment meter  
or are in the process of having such a meter installed this requires the directors to make estimates  
and judgements as to the expected level of eventual debt recovery from these customers based on 
historical experience 
ii revenue recognition and unbilled energy debtors note 11
accrued revenue includes balances for energy consumption which have yet to be allocated and billed 
on to individual customers in the absence of meter readings the level of this revenue relies on industry 
estimates of annual consumption by the group’s customers the directors are required to make estimates 
and judgements as to the likelihood of this revenue being billed and recovered based on industry 
information and historical experience
notes to the consolidated financial statements 
significant accounting policies telecom plus plc report and accounts 2014 84
iii share incentive scheme charges note 18
the group has a conventional share option scheme and a joint share ownership plan “jsop” for 
employees and directors the fair value of share options and jsop awards is estimated by using the 
binomial valuation model on the date of grant based on certain assumptions those assumptions are 
described in note 18 and include amongst others the dividend yield expected volatility expected life of 
the options and number of options expected to vest 
iv new energy supply arrangements note 21
the entering into of the new energy supply arrangements with npower in december 2013 included 
the acquisition of two new subsidiaries from npower the directors were therefore required to make a 
judgment in relation to the accounting treatment of the transaction under ifrs 3 business combinations 
further detail regarding the transaction and the associated accounting treatment are set out in note 21 
of these financial statements
by virtue of section 408 of the companies act 2006 the company is exempt from presenting a statement of 
comprehensive income the company made a profit for the year of £18811000 2013 £25600000
the following standards and interpretations have become mandatory for the company during the 
current accounting period but where relevant to the company they have not had a material impact on 
the financial statements
• ias 27 separate financial statements
• ias 28 investments in associates and joint ventures
• ifrs 7 financial instruments disclosure
• ifrs 10 consolidated financial statements
• ifrs 11 joint arrangements 
• ifrs 12 disclosure of interests in other entities and
• ifrs 13 fair value measurement
c basis of consolidation
i subsidiaries 
the group’s financial statements consolidate the financial statements of telecom plus plc and its subsidiaries 
subsidiaries are consolidated from the date on which control transfers to the group and are included until 
the date on which the group ceases to control them control is recognised where an investor is expected 
to receive or has rights to variable returns from its investment in the investee and has the ability to affect 
these returns through its power over the investee transactions between group companies are eliminated on 
consolidation
ii associates
an associate is an entity over which the group has significant influence and that is neither a subsidiary 
nor an interest in a joint venture significant influence is the power to participate in the financial and 
operating policy decisions of the investee but is not control or joint control over those policies
the results assets and liabilities of associates are incorporated in these financial statements using the 
equity method of accounting under the equity method investments in associates are carried in the 
consolidated balance sheet at cost and adjusted for postacquisition changes in the group’s share of 
the net assets of the associate less any impairment in the value of individual investments losses of an 
associate in excess of the group’s interest in that associate are not recognised
notes to the consolidated financial statements 
significant accounting policies continued  strategic report governance financial statements
telecom plus plc report and accounts 2014 85
d business combinations
the acquisition of subsidiaries is accounted for in accordance with the guidance set out in ifrs 3 business 
combinations “ifrs 3” an analysis of whether any subsidiaries acquired constitute businesses in their 
own right is initially undertaken with reference to the guidance in ifrs 3 
where an acquired subsidiary does not constitute a business under ifrs 3 ie it does not have inter alia 
the inputs processes and outputs to function on a standalone basis the acquisition of the subsidiary is 
treated as an acquisition of assets the assets acquired are recorded at cost and no goodwill is recognised 
transaction costs are capitalised as part of the cost of acquisition
where an acquired subsidiary constitutes a business under ifrs 3 the assets liabilities and contingent 
liabilities of the subsidiary are measured at their fair value at the date of acquisition any excess of the cost 
of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill goodwill is 
reviewed for impairment at least annually and any impairment is recognised immediately in the statement 
of comprehensive income 
e revenue
revenue is the value of goods and services supplied to external customers and independent distributors 
excluding value added tax and other sales related taxes for each of the company’s main income streams 
from the provision of fixed line telephony broadband mobile telephony gas and electricity services 
transactions are recorded as sales in the month when the provision of those services or the supply of goods 
takes place the company’s customers are invoiced in the month following that in which the services 
are provided the company also generates revenue as a result of providing bill payment protection and 
accidental death cover to customers for a monthly fee the company does not retain the insurance risk 
for these services the recognition of revenue associated with the provision of gas and electricity services 
to customers by the group relies on industry estimates of annual usage where meter readings are not 
available these estimates are based on historical usage information as adjusted for known factors such as 
variations in weather
f interest income
interest income is recognised in the statement of comprehensive income as it accrues using the effective 
interest rate method
g leases
payments on operating leases are charged to the statement of comprehensive income on a straight line 
basis over the lease term
h hire purchase agreements
hire purchase agreements relate to leases of assets where the group has passed on substantially all the 
risks and rewards of ownership and are therefore classified as finance leases when assets are leased out 
under finance leases the present value of the minimum lease payments is recognised as a receivable
i taxation
the tax charge for the year comprises current and deferred tax taxation is recognised in the statement of 
comprehensive income except to the extent that it relates to items recognised directly in equity in which 
case it is recognised in equity
current tax is the expected tax payable on the taxable income for the year using tax rates enacted at the 
balance sheet date and any adjustment to tax payable in respect of previous years
notes to the consolidated financial statements 
significant accounting policies continued  telecom plus plc report and accounts 2014 86
deferred tax is recognised based on the balance sheet liability method on temporary differences between 
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for 
taxation purposes the amount of deferred tax provided is based on the expected manner of realisation or 
settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted 
at the balance sheet date
a deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be 
available against which the asset can be utilised deferred tax assets are reduced to the extent that it is no 
longer probable that the related tax benefit will be realised
j property plant and equipment
property plant and equipment is stated at cost less a provision for depreciation depreciation is calculated 
so as to write off the cost less estimated residual value of the assets in equal instalments over their expected 
useful lives no depreciation is provided on freehold land depreciation is provided on other assets at the 
following rates
freehold buildings 50 years
plant and machinery 15 years
fixtures and fittings 7 years
freehold and leasehold improvements 3 years
computer and office equipment 3 to 5 years
motor vehicles 4 years
the carrying amounts of property plant and equipment are reviewed for impairment when there is an 
indication that they may be impaired
k intangible assets
intangible assets which arise eg on the entering into of significant commercial contractual arrangements 
are capitalised and amortised over their useful life or the term of any contractual arrangement or where 
appropriate and an indefinite life is chosen made subject to an annual impairment review
l goodwill
goodwill arising on the acquisition of a business representing the difference between the cost of acquisition 
and the fair value of the separable net assets acquired is capitalised and is subject to impairment review both 
annually and when there are indications that the carrying amount may not be recoverable 
m impairment
the carrying amounts of the group’s assets other than inventories and deferred tax assets are reviewed at 
each balance sheet date to determine whether there is any indication of impairment if any such indication 
exists the asset’s recoverable amount is estimated the recoverable amount of assets is the greater of their 
fair value less costs to sell and value in use
an impairment loss is recognised whenever the carrying amount of an asset or its cashgenerating unit 
exceeds its recoverable amount impairment losses are recognised in the statement of comprehensive income
an impairment loss is reversed if there has been a change in the estimates used to determine the 
recoverable amount an impairment loss is reversed only to the extent that the asset’s carrying amount does 
not exceed the carrying amount that would have been determined net of depreciation if no impairment 
loss had been recognised
notes to the consolidated financial statements 
significant accounting policies continued  strategic report governance financial statements
telecom plus plc report and accounts 2014 87
n investments
in the company’s accounts investments in subsidiary and associated undertakings are initially stated 
at cost provision is made for any impairment in the value of these investments in the group accounts 
investments in associated undertakings are shown at cost plus accumulated profits less any dividends 
received from the associated undertakings
o inventories
inventories principally include mobile telephones and other electronic equipment and are valued at the 
lower of cost and net realisable value cost is measured on a first in first out basis net realisable value 
represents the estimated selling price less all estimated costs of completion and costs to be incurred in 
marketing selling and distribution
p financial instruments
the group classifies financial instruments or their component parts on initial recognition as a financial 
asset a financial liability or an equity instrument in accordance with the substance of the contractual 
arrangement
financial instruments are recognised on the trade date when the group becomes a party to the contractual 
provisions of the instrument financial instruments are recognised initially at fair value plus in the case of a 
financial instrument not at fair value through profit and loss transactions costs that are directly attributable 
to the acquisition or issue of the financial instrument
financial instruments are derecognised on the trade date when the group is no longer a party to the 
contractual provisions of the instrument
q trade receivables
trade receivables are stated at their nominal value as reduced by appropriate allowances for estimated 
irrecoverable amounts the interest that would be recognised from discounting future cash receipts over the 
short credit period is not considered to be material
r cash and cash equivalents
cash and cash equivalents comprise cash in hand and deposits with banks and for the purposes of the 
cash flow statement revolving credit facilities
s borrowings
short and long term borrowings comprise revolving credit facilities and bank loans the fees associated 
with entering into borrowing facilities are capitalised and netted off against borrowings and amortised over 
the term of the borrowings
t trade payables
trade payables are stated at their nominal value as the interest that would be recognised from discounting 
future cash payments over the short payment period is not considered to be material
u share based payments
the fair value at the date of grant of share based remuneration principally share options is calculated 
using a binomial pricing model and is charged to the statement of comprehensive income on a straight 
line basis over the vesting period of the award the charge to the statement of comprehensive income 
takes account of the estimated number of shares that will vest all share option based remuneration is equity 
settled except as set out below 
notes to the consolidated financial statements 
significant accounting policies continued   telecom plus plc report and accounts 2014 88
notes to the consolidated financial statements 
significant accounting policies continued 
the company established a joint share ownership plan the “jsop” on 30 march 2011 on vesting any 
gains made on awards granted under the jsop may be settled either through i a cash payment to the 
participant equal to the gain or ii the transfer of legal and beneficial ownership to the participant of such 
number of shares as have full value equal to the gain 
jsop awards are considered to be cashsettled and therefore a fair value liability is calculated using a 
binomial pricing model the fair value is charged to the statement of comprehensive income on a straight 
line basis over the vesting period of the award at each balance sheet date until the liability is settled 
and at the date of settlement the fair value of the liability is remeasured with any changes in fair value 
recognised in the statement of comprehensive income 
v segmental reporting
financial information on operating segments that corresponds with information regularly reviewed by the 
chief operating decision maker chief executive mr andrew lindsay is disclosed in note 1 to the accounts
w 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
x pensions
the group makes contributions to certain employees’ personal pension plans these are charged to the 
statement of comprehensive income in the year in which they become payable
y dividends
final dividend distributions to the company’s shareholders are recognised as a liability in the group’s 
financial statements in the period in which the dividends are approved by the company’s shareholders 
interim dividends are recognised when paid
z new standards issued but not yet effective
the group has not adopted any standards or interpretations in advance of the required implementation 
dates it is not expected that adoption of the majority of standards or interpretations which have been 
issued by the international accounting standards board and endorsed by the eu but have not been 
adopted will have a material impact on the financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 89
notes to the consolidated financial statements
1 segment reporting 
the group’s reportable segments reflect the two distinct activities around which the group is organised
• customer acquisition and
• customer management
customer acquisition revenues represent joining fees from the group’s distributors the sale of marketing 
materials and sales of equipment including mobile phone handsets and wireless internet routers customer 
management revenues are principally derived from the supply of fixed telephony mobile telephony gas 
electricity and internet services to residential and small business customers
the board measures the performance of its operating segments based on revenue and segment result 
which is referred to as operating profit the group applies the same significant accounting policies across 
both operating segments
operating segments 
year ended 31 march 2014 year ended 31 march 2013
customer 
management
customer 
acquisition total
customer 
management
customer 
acquisition total
£’000 £’000 £’000 £’000 £’000 £’000
revenue 642541 16219 658760 592182 9323 601505
segment result 44858 12136 32722 41403 10143 31260
operating profit 32722 31260
net financing expense 746 33
share of profit of associates 4654 3404
profit before taxation 36630 34631
taxation 7655 7565
profit for the year 28975 27066
segment assets 465331 5310 470641 170433 3531 173964
investment in associates 8814  8814 7216  7216
total assets 474145 5310 479455 177649 3531 181180
segment liabilities 269841 3648 273489 108835 1603 110438
net assets 205966 70742
capital expenditure 5595 141 5736 933 15 948
depreciation 1275 32 1307 1235 19 1254
amortisation 3785  3785   
the share of profit of associates relates to the customer management operating segment telecom plus plc report and accounts 2014 90
notes to the consolidated financial statements 
1 segment reporting continued
revenue by service
2014 2013 
£’000 £’000
customer management
 electricity 270322 235222
 gas 257617 256500
 fixed communications 82189 71767
 mobile 16664 13673
 other 15749 15020
642541 592182
customer acquisition 16219 9323
658760 601505
the group operates solely in the united kingdom
2 operating profit
operating profit is stated after chargingcrediting
2014 2013 
£’000 £’000
depreciation and amortisation 5092 1254
profit on disposal of fixed assets 5 
operating lease rentals  land and buildings 310 307
auditor’s remuneration  audit of company and consolidated accounts 105 85
                               audit of subsidiaries of the company 15 15
                               audit related assurance services 14 14
                               taxation compliance services 10 9
                               other taxation services 23 30
                               other services 10 5
inventories expensed 11564 6080
inventory writedown release  2
receivables and accrued income impairment cost 9859 9027
rental income 650 907
during the year £175000 was paid to the auditor in respect of transaction support services this amount has 
been capitalised and included within the intangible assets of the group and within the cost of investments of 
the company total fees paid to the auditor during the year were £352000 2013 £158000 strategic report governance financial statements
telecom plus plc report and accounts 2014 91
3 personnel expenses 
the total charge in the statement of comprehensive income comprised  
the following
2014 2013 
£’000 £’000
wages and salaries 20666 17536
social security costs 2636 1786
pension contributions 453 342
share incentive scheme charges 4068 813
27823 20477
average number employed by the group during the year  
excluding directors
2014 2013
customer acquisition 94 84
customer management 602 520
696 604
the aggregate remuneration of the directors included above was  
as follows
2014 2013
£’000 £’000
salaries fees and other benefits 1142 1024
pension contributions 106 95
1248 1119
share incentive scheme charges 3454 469
4702 1588
the emoluments of the highest paid director were £393128 2013 £364957 and pension costs 
were £39000 2013 £36000 three 2013 three directors had contributions paid to their personal 
pension schemes 
on 26 february 2014 mr andrew lindsay exercised 217400 share options at an exercise price of 
3305p per share in accordance with the rules of the employee share option plan the company 
elected to satisfy these options by transferring 179115 shares to mr lindsay at nominal value following 
the exercise mr lindsay sold 179115 ordinary shares on 26 february 2014 for an average price of 
185334 pence per ordinary share resulting in a pre income tax gain of £3310654 
notes to the consolidated financial statements telecom plus plc report and accounts 2014 92
4 taxation
i recognised in the statement of comprehensive income 
2014 2013 
£’000 £’000
current tax charge
current year 7650 7430
adjustments for prior years 2 316
7652 7114
deferred tax charge
accelerateddecelerated capital allowances 96 28
other temporary differences 11 1
deductionincrease in respect of share options 434 124
reduction in rate of future taxes 358 70
adjustment for prior years 6 284
3 451
total tax charge 7655 7565
ii reconciliation of total tax charge 
 
2014 2013 
£’000 £’000
profit before tax 36630 34631
corporation tax using the uk corporation tax rate of 23 2013 24 8425 8311
expenses not deductible for taxation purposes 922 71
adjustment in respect of share options exercised 976 38
reduction in rate of future taxes 359 70
share of associate’s tax charge 1071 817
adjustments in respect of prior years   current tax 2 316
                                                      deferred tax 6 284
total tax charge 7655 7565
iii tax on items credited directly to equity 
2014 2013 
£’000 £’000
deferred tax on share options 748 776
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 93
5 property plant and equipment
freehold land  
 buildings
plant  
machinery
fixtures  
 fittings
freehold  
leasehold 
improvements
computer 
 office 
equipment
motor 
vehicles total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
group and company
2014
cost
at 1 april 2013 15774 1043 2549 768 3968 284 24386
additions   25 3602 1968 141 5736
disposals      38 38
at 31 march 2014 15774 1043 2574 4370 5936 387 30084
depreciation
at 1 april 2013 624 266 1007 489 2868 182 5436
depreciation charge for the year 158 70 374 26 632 47 1307
disposals      38 38
at 31 march 2014 782 336 1381 515 3500 191 6705
net book amounts
at 31 march 2014 14992 707 1193 3855 2436 196 23379
2013
cost
at 1 april 2012 15774 1043 2526 608 5568 210 25729
additions   23 160 635 130 948
disposals     2235 56 2291
at 31 march 2013 15774 1043 2549 768 3968 284 24386
depreciation
at 1 april 2012 466 197 644 466 4490 210 6473
depreciation charge for the year 158 69 363 23 613 28 1254
disposals     2235 56 2291
at 31 march 2013 624 266 1007 489 2868 182 5436
net book amounts
at 31 march 2013 15150 777 1542 279 1100 102 18950
at 31 march 2012 15308 846 1882 142 1078  19256
the company’s new head office building merit house acquired in february 2012 has been classified as 
a fixed asset rather than an investment property as it is the company’s intention to immediately occupy the 
building for its own purposes once refurbishment work has been completed included within freehold land 
and buildings is £79 million 2013 £79 million of land which is not depreciated property plant and 
equipment is not depreciated until the asset is brought into use
notes to the consolidated financial statements  telecom plus plc report and accounts 2014 94
6 intangible assets
2014 2013 
£’000 £’000
group
cost
at 1 april 2969 2969
additions 221594   
at 31 march 224563  2969 
amortisation
at 1 april  
charge for the year 3785 
at 31 march 3785 
carrying amount
at 31 march  220778 2969
the opening intangible asset of £2969000 2013 £2969000 was attributable wholly to the customer 
management operating segment and related to the issue of 426989 shares at nominal value to npower 
in two tranches on 19 august 2011 and 9 january 2012 as part of the revisions to the company’s energy 
supply agreement with npower entered into on 24 may 2011 
the intangible asset had previously been considered to have an indefinite life as the supply agreement 
with npower entered into on 24 may 2011 did not have a finite term however the company entered 
into a new energy supply agreement with npower with effect from 1 december 2013 as the new supply 
agreement is in substance considered to be an extension of the supply agreement entered into in may 
2011 the opening intangible asset will be recognised on the company’s balance sheet within the cost of 
investments in subsidiary undertakings see note 8 and continue to be recognised as an intangible asset on 
the group’s balance sheet given that the new energy supply agreement has a 20 year term the opening 
intangible asset is no longer considered to have an indefinite life and will therefore be amortised evenly 
over the term of the new energy supply agreement in the group financial statements 
the additions to group intangible assets during the year relate to the entering into of the new energy supply 
arrangements with npower on improved commercial terms through the acquisition by the company of 
electricity plus supply limited and gas plus supply limited “the companies” from npower limited having 
effect from 1 december 2013 “the transaction” 
the total consideration for the transaction comprised a payment to npower of £1965 million on 20 
december 2014 a deferred amount of £215 million payable on 20 december 2016 and a payment of 
£25 million made in january 2014 for the net assets acquired in the companies which comprised cash 
and short term working capital balances
the addition to intangible assets of £2216 million therefore represents the total consideration paid 
and payable to npower excluding the payment for net assets acquired in the companies plus certain 
transaction costs of £36 million which in accordance with the relevant accounting standards have been 
recognised as a cost of acquisition 
the intangible asset will be amortised evenly over the 20 year life of the new energy supply agreement 
reflecting the period over which the company will benefit from the agreement
further information regarding the new energy supply arrangements is set out in note 21 of these  
financial statements 
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 95
7 goodwill
goodwill 
£’000
group
2014
cost
at 1 april 2013 and 31 march 2014 4558
impairment
at 1 april 2013 and 31 march 2014   816 
carrying amounts
at 31 march 2014  3742 
2013
cost
at 1 april 2012 and 31 march 2013  4558 
impairment
at 1 april 2013 and 31 march 2014   816 
carrying amounts
at 31 march 2013  3742 
at 31 march 2012  3742 
goodwill is attributable wholly to the customer management operating segment and comprises assets 
relating to the company’s subsidiary telecommunications management limited “tml” 
the group regularly monitors the carrying amount of its goodwill a review was undertaken at 31 march 
2014 to assess whether the carrying amount of assets was supported by their value in use determined by 
the net present value of the future cash flows derived from the assets using cash flow projections based on 
current levels of profitability 
a pretax discount rate of 20 into perpetuity was used which was considered appropriate given the 
expectation that for the foreseeable future tml will continue to operate as a going concern the result of 
the review undertaken at 31 march 2014 indicated that no impairment was necessary no reasonably 
possible change in the assumptions used in the impairment calculation would give rise to an impairment  
of goodwill
notes to the consolidated financial statements telecom plus plc report and accounts 2014 96
8 investments 
fixed asset investments
the investment in the associate represents the cost of purchasing a 20 2013 20 equity interest in  
the ordinary share capital of opus energy group limited “opus” together with the group’s share of 
retained reserves 
associated undertaking
2014 2013 
£’000 £’000
cost 
at 1 april 1497 1479
additions  18
at 31 march 1497 1497
share of profit
at 1 april 5719 4680
share of profit after taxation for the year 4654 3404
dividends received in the year 3056 2365
at 31 march 7317 5719
carrying amounts
at 31 march 8814 7216
a summary of the balance sheet and income statement for opus is as follows
2014 2013 
£’000 £’000
total assets 104695 82205
total liabilities 64752 50179
net assets 39943 32026
income 433760 369469
expenses 403526 347078
profit before tax 30234 22391
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 97
8 investments continued
investment in subsidiary companies
the company owns 100 of the ordinary share capital of telecommunications management limited 
“tml” being two £1 shares tml is incorporated in england and wales the principal activity of tml is 
the supply of fixed wire and mobile telecommunication services to business and public sector customers
the company also owns 100 of the ordinary share capital of electricity plus supply limited “electricity 
plus” and gas plus supply limited “gas plus” being one £1 share in each company electricity plus and 
gas plus are incorporated in england and wales the principal activity of electricity plus and gas plus is to 
hold the licences for the supply of energy services to residential and business customers in the uk
the cost of investment in subsidiary undertakings represents capitalised transaction costs of approximately 
£36 million and the total consideration for the entering into of the new energy supply arrangements with 
npower through the acquisition of electricity plus and gas plus comprising a cash payment to npower of 
£1965 million on 20 december 2014 a deferred cash amount of £215 million payable on 20 december 
2016 and a cash payment of £25 million made in january 2014 for the net assets acquired in electricity 
plus and gas plus which comprised cash and short term working capital balances the cost of investment 
in subsidiary undertakings also includes the £29 million opening intangible asset which related to the 
preceding energy supply agreement with npower entered into in may 2011 see note 6 
notes to the consolidated financial statements telecom plus plc report and accounts 2014 98
9 deferred tax asset
the deferred tax asset recognised in the financial statements is as follows 
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
tax effect of temporary differences
accelerated capital allowances 119 48 129 50
other short term temporary differences 38 24 38 24
employee benefits expected in excess of amount expensed 2480 1670 2480 1670
2399 1646 2389 1644
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
at 1 april 1646 1321 1644 1318
acquired deferred tax asset 8   
charged to the statement of comprehensive income 3 451 3 450
taken to equity 748 776 748 776
at 31 march 2399 1646 2389 1644
the group and company have recognised a deferred tax asset in the expectation of profitability in the coming 
years
10 other noncurrent receivables
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
hire purchase agreements receivable 2669 2471 2669 2471
loan to jsop share trust   2275 2275
trade receivables 7029 6210 1994 6210
other noncurrent receivables 3363 1619 3363 1619
13061 10300 10301 12575
no amounts receivable under hire purchase agreements are due after five years 
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 99
11 receivables and accrued income 
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
trade receivables 9157 9653 2586 9600
current tax receivable   138 
other receivables 30179 6888 7912 6899
trade and other receivables 39336 16541 10636 16499
accrued income 115750 114348 5385 114120
prepayments 5036 1599 2843 1390
prepayments and accrued income 120786 115947 8228 115510
trade and other receivables 39336 16541 10636 16499
accrued income 115750 114348 5385 114120
receivables and accrued income net 155086 130889 16021 130619
gross accrued income of £117273000 2013 £115823000 includes march revenue invoiced in april 
of £55148000 2013 £51684000 unbilled energy debtors of £62104000 2013 £64120000 
and accrued income relating to property of £21000 2013 £19000 offset against this figure is an 
allowance for future credit losses of £1523000 2013 £1475000 which is included in the allowance 
for credit losses of £16038000 2013 £14295000 other receivables include amounts due within one 
year relating to hire purchase agreements of £1489000 2013 £846000
 allowance for credit losses on receivables and accrued income
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
allowances as at 1 april 14295 13519 13003 12342
transfers to subsidiary undertakings   6929 
additions – charged to statement of comprehensive income 9859 9027 2114 8681
allowances used on fully written down receivables 8116 8251 4279 8020
allowances as at 31 march 16038 14295 3909 13003
analysis of receivables and accrued income
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
receivables and accrued income gross 171124 145184 19930 143622
allowance for credit losses 16038 14295 3909 13003
receivables and accrued income net 155086 130889 16021 130619
notes to the consolidated financial statements telecom plus plc report and accounts 2014 100
11 receivables and accrued income continued
aged analysis of trade receivables
not fully impaired but past due by the following amounts total
30 days or 
less
between 
31 and 60 
days
between 
61 and 90 
days
between 
91 and 120 
days
more than 
120 days
carrying 
amount
£’000 £’000 £’000 £’000 £’000 £’000
2014 trade receivables 3518 1710 1270 982 8706 16186 
2013 trade receivables 3229 1925 1194 913 8602 15863
trade receivables due after more than 120 days predominantly relates to amounts due from customers for 
debt in relation to energy consumption that has been loaded onto prepayment meters these receivables 
are paid over a prolonged period of time and £7029000 2013 £6210000 is due after one year 
in accordance with note q of the significant accounting policies trade receivables are stated at their 
nominal value as reduced by appropriate allowances interest that would be recognised from discounting 
future cash receipts over the short credit period is not currently considered material
12 interest bearing loans and borrowings
group and company 2014 2013 
£’000 £’000
bank loans 100000 
unamortised bank loan arrangement fees 980 
working capital facilities  2605
99020 2605
due within one year 20000 2605
due after one year 80000 
100000 2605
the group entered into total bank loan facilities of £125000000 during the year ended 31 march 2014 
comprising a transaction facility of £100000000 “the transaction facility” which was fully drawn down 
as at 31 march 2014 2013 £nil and working capital facilities of £25000000 “the working capital 
facilities” of which £nil were drawn down as at 31 march 2014 2013 £2605000  in addition as at 
31 march 2014 the company had letters of credit in place relating to certain energy distribution charges 
with a total value covered of £11787500 2013 £nil
the transaction facility is divided into two tranches i term loan a of £70000000 repayable by 20 
december 2016 and ii term loan b of £30000000 repayable by 20 december 2015 interest is 
charged in accordance with the schedule set out in the table below the term loan a opening interest rate 
is 235
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 101
12 interest bearing loans and borrowings continued 
term loan a
net debtebitda three month libor 
25x 310
25x 270
20x 235
15x 210
10x 185
term loan b
months libor 
0  12 term loan a opening rate “or”
13  16 or  035
17  20 or  075
21  24 or  125
in addition duration fees of 025 of term loan b are due on the outstanding balance on term loan b 
after 12 and 16 months and 030 after 20 months
the working capital facilities carry interest at the same rate as term loan a and are repayable by 20 
december 2016 any elements of the working capital facilities which are used for the purposes of letters 
of credit carry interest at only the margin over three month libor in accordance with the interest schedule 
for term loan a
all bank loans are secured through a floating charge on the assets of the group
the transaction facility is stated net of unamortised arrangement fees of £980000 2013 £nil on the 
face of the balance sheet these costs have been capitalised and are being amortised evenly over the term 
of the transaction facility 
maturity analysis
group and company
2014 2013 
£’000 £’000
bank loans
due in one year or less 22853 2605
due in more than one year but not more than two years 50154 
due in more than two years but not more than five years 33750 
106757 2605
the analysis of maturity above in relation to 2014 includes interest to be paid during the term of the loans 
in accordance with ifrs 7 financial instruments disclosures
notes to the consolidated financial statements telecom plus plc report and accounts 2014 102
13 trade and other payables
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
current
trade payables 7038 4434 3785 7493
other taxation and social security 711 3070 639 3019
7749 7504 4424 10512
noncurrent
deferred consideration 21500  21500 
jsop creditor 4080 685 4080 685
25580 685 25580 685
 
the jsop creditor represents amounts accrued in respect of cash settled sharebased payments see note 
18 the deferred consideration is payable to npower limited on 20 december 2016 and relates to the 
entering into of new energy supply arrangements with npower on 20 december 2013
14 accrued expenses and deferred income
group company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
accrued expenses  136564 94923    7465 94804
deferred income    1216 1906     946 1614
  137780 96829 8411 96418
all accrued expenses are payable within one year
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 103
15 capital and reserves 
issued share capital – ordinary shares of 5p each 
2014 2013
number number
’000 £’000 ’000 £’000
authorised share capital 160000 8000 80000 4000
allotted called up and fully paid share capital
at 1 april 70602 3530 70208 3510
issue of new ordinary shares 9412 471 394 20
at 31 march 80014 4001 70602 3530
at the year end the company’s share price was 1793p and the range during the financial year was 
1035p to 1914p
at 31 march 2014 the company had 80013784 2013 70602262 shares in issue there were no 
shares held in treasury 2013 nil the total number of voting rights of 5p ordinary shares in the company 
was 80013784 2013 70602262 since the year end a further 2274 shares have been issued to 
satisfy the exercise of distributor share options increasing the total number of voting rights of 5p ordinary 
shares in the company to 80016058
there are 500000 ordinary shares held in the jsop share trust representing approximately 06 of 
issued share capital on which voting and dividend rights have been waived these shares are included in 
the above total voting rights figure of 80016058 
on 20 december 2013 the company completed a placing and open offer for a total of 8813560 
ordinary shares at a price of 1475p per share 
capital management
the group’s overall objective when managing capital is to continue to provide attractive returns to 
shareholders 
total shareholder equity at 31 march 2014 was £2060 million 2013 £707 million 
the group’s current capital management strategy is to retain sufficient working capital for day to day 
operating requirements in addition as a result of the entering the new energy supply arrangements with 
npower and the consequent drawdown of transaction debt facilities of £100 million the group’s capital 
management strategy is also to ensure that interest costs are minimised and that the schedule for repayment 
of the debt can be comfortably achieved
under the revised energy supply arrangements which were effective from 1 december 2013 npower 
continues to be responsible for funding the principal working capital requirements relating to the supply of 
energy to the company’s customers this includes funding the budget plans of customers who pay for their 
energy in equal monthly instalments and prefunding the payment of certain energy network charges
notes to the consolidated financial statements telecom plus plc report and accounts 2014 104
15 capital and reserves continued 
dividends 
2014 2013 
£’000 £’000
prior year final paid 18p 2013 17p per share 12656 11876
interim paid 16p 2013 13p per share 11265 9089
the directors have proposed a final dividend of 19p per ordinary share totalling approximately £151 
million payable on 1 august 2014 to shareholders on the register at the close of business on 18 july 
2014 in accordance with the group’s accounting policies the dividend has not been included as a liability 
as at 31 march 2014 this dividend will be subject to income tax at each recipient’s individual marginal 
income tax rate
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 105
16 earnings per share
the calculation of basic and diluted earnings per share is based on the following data
2014 2013
£’000 £’000
earnings for the purpose of basic and diluted earnings per share 28975 27066 
share incentive scheme charges net of tax 4038 842
amortisation of intangible assets 3785 
earnings excluding share incentive scheme charges and amortisation of  
intangibles for the purpose of adjusted basic and diluted earnings per share
36798 27908
number number
’000 ’000
weighted average number of ordinary shares for the purpose of basic  
earnings per share
72775 69887 
effect of dilutive potential ordinary shares share incentive awards 1223 1120 
weighted average number of ordinary shares for the purpose of diluted  
earnings per share
73998 71007 
adjusted basic earnings per share
1
506p 399p
basic earnings per share 398p 387p 
adjusted diluted earnings per share
1
497p 393p
diluted earnings per share 392p 381p 
1 
adjusted basic and diluted earnings per share exclude share incentive scheme charges and the amortisation of the intangible asset 
recognised as a result of the new energy supply arrangements entered into with npower in december 2013
in accordance with ifrs 2 share based payments “ifrs 2” awards made under the company’s jsop 
share incentive scheme are deemed to be cashsettled however whilst approximately £3395000 of the 
share incentive scheme charge during the year relate to jsop awards and could therefore be settled in 
cash in practice it is expected that any settlement of awards under the jsop will be made in equity it has 
therefore been deemed appropriate to present the above analysis of earnings per share as adjusted for 
share incentive scheme charges 
it has also been deemed appropriate to present the analysis of adjusted earnings per share excluding the 
amortisation of intangible assets arising from the new energy supply agreement with npower in order to 
present a clearer picture of the underlying trading performance of the group 
notes to the consolidated financial statements telecom plus plc report and accounts 2014 106
17 commitments
operating lease commitments
the group is committed to make payments in respect of operating leases for land and buildings as follows
company and group 
2014 2013 
£’000 £’000
amounts payable 
less than one year 183 310
between one and five years 251 251
434 561
the principal lease arrangements relate to office premises
capital commitments
at 31 march 2014 the company had capital commitments of approximately £7675000 relating mainly 
to items in respect of the refurbishment of merit house the group’s new head office building 2013 
£364000
new energy supply arrangements
the group entered into a new 20 year energy supply agreement with npower “the ssa” on 20 
december 2013 
in the event that the ssa is terminated by npower in certain circumstances including on a material breach 
by the group or on the insolvency of the company additional consideration of up to £201 million may 
become payable by the company to npower full details of the termination provisions of the ssa were 
set out in paragraph 4 of part viii on page 38 of the prospectus issued to shareholders on 20 november 
2013 
however given the energy supply agreement termination rights are either in the directors’ view very 
unlikely to occur or entirely within the control of the group the directors believe the likelihood of this type 
of termination event is remote 
the amount of the additional consideration reduces from £201 million to £11 million over the 20 year life 
of the supply agreement furthermore depending on the circumstances giving rise to a termination event 
the additional consideration if payable may be spread over the unexpired term of the supply agreement 
following any such termination event the group would have direct access to the wholesale energy markets 
and the opportunity to earn additional margin from sourcing energy directly for the group’s customer base
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 107
18 sharebased payments      
the company has two share option plans one of which is available to employees the other to distributors 
of the company
all new employees who have passed the requisite probationary period are issued with market price options 
over shares in the company further options are also granted to existing employees depending on their 
seniority and length of service “the telecom plus plc 2007 employee share option plan” 
the distributor scheme “the telecom plus plc 2007 networkers and consultants share option plan” exists 
to provide incentives to the people who are most successful in gathering new customers for the company 
as it is not possible to measure directly the benefit received from these activities the fair value of the benefit 
received has been measured by reference to the fair value of the equity instruments granted
on 30 march 2011 the company established a new joint share ownership plan “the telecom plus plc 
joint share ownership plan 2011” or “the jsop” under the terms of the jsop 500000 shares were 
issued to an employee benefit trust “the jsop share trust” administered by barclays wealth guernsey 
limited which holds the shares jointly with the only current participant mr lindsay the jsop share trust 
was provided with an interest free loan from the company to subscribe for the 500000 shares and 
therefore the transaction was cash flow neutral for the company 
as set out in note u of the significant accounting policies jsop awards are considered to be cashsettled 
and therefore a fair value liability is calculated using a binomial pricing model the fair value liability is 
charged to the statement of comprehensive income on a straight line basis over the vesting period of the 
award at each balance sheet date until the liability is settled and at the date of settlement the fair value 
of the liability is remeasured with any changes in fair value recognised in the amortisation charge in the 
statement of comprehensive income 
the following key assumptions were used to determine the fair value liability of the jsop award of 
12079p per share as at 31 march 2014 a strike price of 553p per share a share price of 1793p as 
at 31 march 2014 expected volatility of 396 an expected remaining life of 1 year a risk free rate of 
043 and an expected dividend yield of 195 
a reconciliation of movements in the numbers of share options for the group can be summarised as follows
2014 2013
number weighted 
average  
exercise price
number weighted 
average  
exercise price
at 1 april 2243787 514p 2014652 356p
options granted 765950 1507p 1030800 790p
options exercised 653888 310p 417850 242p
options lapsedexpired 434700 1060p 383815 718p
at 31 march 1921149 855p 2243787 514p
the weighted average share price at the date of exercise for the options exercised during the year was 
16129p 2013 8825p
notes to the consolidated financial statements telecom plus plc report and accounts 2014 108
18 sharebased payments continued
during the year ended 31 march 2014 the group issued share options to employees and distributors 
on two occasions as set out below the options issued to distributors on 17 june 2013 and 16 december 
2013 respectively include 79000 and 139000 options which have performance conditions attached 
relating to customer gathering activity to be achieved during the vesting period
2007  
employee 
share option 
plan
2007  
networkers 
and consultants 
share option 
plan
2007  
employee 
share option 
plan
2007  
networkers 
and consultants 
share option 
plan
date of grant 17062013 17062013 16122013 16122013
number of options originally granted 259700 82000 284500 139750
contractual life 10 years 10 years 10 years 10 years
exercise price pence 1219p 1219p 1739p 1739p
share price at date of grant pence 1241p 1241p 1774p 1774p
number of employeesdistributors 111 82 99 140
expected volatility 2442 2442 3924 3924
expected option life 10 years 10 years 10 years 10 years
risk free rate 063 063 082 082
expected dividend yield 254 254 201 201
fair value per option pence 223p 223p 615p 615p
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 109
18 sharebased payments continued 
during the previous year ended 31 march 2013 the group issued share options to employees and 
distributors on four occasions as set out below the options issued to distributors on 1 june 2012 and 20 
november 2012 have performance conditions attached which relate to customer gathering activity to be 
achieved during the vesting period
2007  
networkers and 
consultants share 
option plan
2007  
employee share 
option plan
2007  
networkers and 
consultants share 
option plan
date of grant 01062012 26062012 26062012
number of options originally granted 472000 204200 11000
contractual life 10 years 10 years 10 years
exercise price pence 721p 828p 828p
share price at date of grant pence 735p 833p 833p
number of distributorsemployees 472 113 9
expected volatility 3890 3678 3678
expected option life 10 years 10 years 10 years
risk free rate 036 036 036
expected dividend yield 374 326 326
fair value per option pence 183p 214p 214p
2007  
networkers and 
consultants share 
option plan
2007  
employee share 
option plan
2007  
networkers and 
consultants share 
option plan
date of grant 20112012 10122012 10122012
number of options originally granted 227000 99600 17000
contractual life 10 years 10 years 10 years
exercise price pence 8545p 878p 878p
share price at date of grant pence 8641p 884p 884p
number of distributorsemployees 227 71 3
expected volatility 2915 2824 2824
expected option life 10 years 10 years 10 years
risk free rate 034 034 034
expected dividend yield 363 353 353
fair value per option pence 151p 151p 151p
the group has used a binomial model to value its share options with account being taken of vesting 
conditions where these were considered material the expected volatility for the share option arrangements 
is based on historical volatility determined by the analysis of daily share price movements over the past  
12 months
notes to the consolidated financial statements telecom plus plc report and accounts 2014 110
18 sharebased payments continued 
the options outstanding at the end of the year are as follows
number
1 april 2013
number
31 march 2014
exercise price 
per share
exercisable 
from expiry date
2007 networkers and  
consultants share option plan 
30 aug 2007 12000 6000 171p 30 aug 2010 29 aug 2017
10 dec 2008 39500 21250 340p 10 dec 2011 9 dec 2018
26 jun 2009 15000 15000 278p 26 jun 2012 25 jun 2019
9 dec 2009 28000 10000 305p 9 dec 2012 8 dec 2019
5 jul 2010 297275 178684 338p 5 jul 2013 3 jul 2020
17 dec 2010 11882 7632 442p 17 dec 2013 16 dec 2020
14 jun 2011 7000 7000 603p 14 jun 2014 11 jun 2021
15 dec 2011 15000 15000 774p 15 dec 2014 14 dec 2021
1 jun 2012 237000 107000 721p 1 jun 2015 31 may 2022
26 jun 2012 11000 11000 828p 26 jun 2015 25 jun 2022
20 nov 2012 134000 35000 8545p 20 nov 2015 19 nov 2022
10 dec 2012 17000 17000 878p 10 dec 2015 9 dec 2022
17 jun 2013  22000 1219p 17 jun 2016 16 jun 2023
16 dec 2013  49750 1739p 16 dec 2016 15 dec 2023
824657 502316
2007 employee share option 
plan
12 jul 2006 9850  127p 12 jul 2009 11 jul 2013
4 jan 2007 495  19925p 4 jan 2010 3 jan 2014
30 aug 2007 109050 25885 171p 30 aug 2010 29 aug 2017
17 jan 2008 24000 17000 198p 17 jan 2011 16 jan 2018
12 jun 2008 272850 29550 3305p 12 jun 2011 11 jun 2018
10 dec 2008 69065 55900 340p 10 dec 2011 9 dec 2018
26 jun 2009 104470 93570 278p 26 jun 2012 25 jun 2019
9 dec 2009 20850 6400 305p 9 dec 2012 8 dec 2019
5 jul 2010 149500 80208 338p 5 jul 2013 3 jul 2020
17 dec 2010 74500 33520 442p 17 dec 2013 16 dec 2020
14 jun 2011 209000 206600 603p 14 jun 2014 11 jun 2021
15 dec 2011 82900 73100 774p 15 dec 2014 14 dec 2021
26 jun 2012 196200 190400 828p 26 jun 2015 25 jun 2022
10 dec 2012 96400 80100 878p 10 dec 2015 9 dec 2022
17 jun 2013  245100 1219p 17 jun 2016 16 jun 2023
16 dec 2013  281500 1739p 16 dec 2016 15 dec 2023
1419130 1418833
2243787 1921149
weighted average  
exercise price
5142p 8554p
at 31 march 2014 580599 share options were exercisable 2013 705130 at a weighted average 
exercise price of 3198p 2013 2865p the average remaining contractual life of the outstanding options 
was 77 years 2013 75 years
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 111
19 derivatives and financial instruments
treasury activities take place under procedures and policies approved and monitored by the board they 
are designed to minimise the financial risks faced by the group which primarily arise from credit interest 
rate and liquidity risks
carrying amounts of financial instruments
all financial assets which include cash trade and other receivables and accrued income are classified as 
loans and receivables with a total value for the group of £213536000 2013 £144567000 and for 
the company of £63811000 2013 £146331000 all financial liabilities which include trade and 
other payables and accrued expenditure are held at amortised cost with a total value for the group of 
£251858000 2013 £105316000 and for the company £132350000 2013 £108193000
credit risk 
all customers are invoiced monthly and approximately 90 pay by direct debit accordingly credit risk 
in respect of trade receivables is considered low due to the large number of customers supplied each of 
whom represents an insignificant proportion of total revenue 
the company has a universal supply obligation in relation to the provision of energy to domestic customers 
this means that although the company is entitled to request a reasonable deposit from a potential new 
customer who is not considered creditworthy the company is obliged to supply domestic energy to anyone 
who submits a properly completed application form where such customers subsequently fail to pay for 
the energy they have used “delinquent customers” there is likely to be a delay before the company 
is able to eliminate its exposure to future bad debt from them by either installing a prepayment meter 
or disconnecting their supply and the costs associated with preventing such delinquent customers from 
increasing their indebtedness are not always fully recoverable 
the maximum credit risk for the group is £213536000 2013 £144567000 and for the company 
£63811000 2013 £146331000
interest rate risk 
the group finances its day to day operations primarily through cash generated within the business cash 
surpluses are placed on deposit with barclays bank plc at money market rates to maximise returns 
the group’s profit and equity for the current year will not be significantly affected by changes in the uk 
base rate of  1 from current levels despite the recent increase in the level of net borrowings resulting 
from the transaction with npower in december 2013 
commodity price risk
the group is not exposed to any fluctuations in commodity prices due to the nature of the agreements 
with wholesale providers of telephony and energy services and its ability to pass the effect of any such 
fluctuations through to its customers
liquidity risk
the group’s treasury management policies are designed to ensure continuity of funding 
notes to the consolidated financial statements telecom plus plc report and accounts 2014 112
19 derivatives and financial instruments continued
foreign currency risk
the group does not have any foreign currency exposure
interest rate and currency profile of financial assets and liabilities
all financial assets and liabilities are denominated in sterling receivables due after one year include 
£4242000 2013 £3215000 due from employees and distributors which earns interest at variable 
rates above base rate
borrowing facilities 
at 31 march 2014 the group had total working capital facilities of £25000000 2013 £20000000 
these facilities are available to the group until 20 december 2016 as at 31 march 2014 the company 
had letters of credit in place relating to certain energy distribution charges with a total value covered of 
£11787500 2013 £nil
at 31 march 2014 the group had a transaction loan facility of £100000000 2013 nil which was 
fully drawn down 
the facilities are secured by fixed and floating charges over the assets of the company and through a 
cross guarantee with the company’s subsidiaries electricity plus supply limited gas plus supply limited 
and telecommunications management limited further details of the facilities are set out in note 12 of these 
financial statements
fair values
there is not considered to be any material difference between the fair value of any financial instruments 
and their net book amount due to the short term maturity of the instruments
20 related parties 
identity of related parties
the company has related party relationships with its subsidiaries see note 8 its associate see note 8 and 
with its directors and executive officers
transactions with key management personnel 
directors of the company and their immediate relatives control approximately 23 of the voting shares of 
the company
details of the total remuneration paid to the directors of the company as key management personnel for 
qualifying services are set out below
2014 2013 
£’000 £’000
short term employee benefits 1142 1024
social security costs 601 133
post employment benefits 106 95
1849 1252
share incentive scheme charges 3454 469
5303 1721
notes to the consolidated financial statements  strategic report governance financial statements
telecom plus plc report and accounts 2014 113
20 related parties continued
during the year the company acquired goods and services worth approximately £16000 2013 
£17000 from companies in which directors have a beneficial interest no amounts were owed to these 
companies by the company as at 31 march 2014 during the year the company sold goods and services 
worth approximately £10000 2013 £nil to companies in which directors have a beneficial interest 
during the year directors purchased goods and services on behalf of the company worth approximately 
£1841000 2013 £736000 the directors were fully reimbursed for the purchases and no amounts 
were owing to the directors by the company as at 31 march 2014
as disclosed in the circular sent to shareholders on 20 november 2013 certain directors participated in a 
firm placing of new ordinary shares in the company as follows mr andrew lindsay £750000 mr julian 
schild £240000 and mr michael pavia £10000
other related party transactions
associates 
during the year ended 31 march 2014 the associate supplied goods to the group which amounted to 
£903000 2013 £877000 and at 31 march 2014 the associate was owed £72000 by the group 
which is recognised within trade payables 2013 £66000 transactions with the associate are priced 
on an arm’s length basis dividends received during the year from the associate amounted to £3056000 
2013 £2365000 relating to the financial year to 31 march 2013 
subsidiary companies 
during the year ended 31 march 2014 the company’s subsidiaries purchased goods and services from 
the company in the amount of £9350000 2013 £5816000 at 31 march 2014 the company was 
owed £226000 by the subsidiaries which is recognised within trade receivables 2013 £3558000 
owed by the company to the subsidiary
21 new energy supply arrangements and acquisition of subsidiary undertakings
the company entered into new energy supply arrangements with npower through the acquisition of 
electricity plus supply limited and gas plus supply limited “the companies” from npower limited on 20 
december 2013 “the transaction” the transaction had economic effect from 1 december 2013 
the accounting treatment for the transaction was considered against the guidance set out in ifrs 3 business 
combinations “ifrs 3”
it was determined that the acquisition of the companies did not represent business combinations under 
ifrs 3 as both companies did not have the three key elements of a standalone business as set out in ifrs 3 
ie inputs processes and outputs the principal factors behind this determination were as follows i the 
companies were originally set up solely as legal vehicles to facilitate the supply of energy to telecom plus 
customers by npower ii all customer relationships were acquired held and managed by telecom plus 
iii the companies did not have any influence over the terms on which energy was supplied to them iv 
the companies were not able to influence who their customers were and had no pricing discretion for the 
onward supply of energy v the companies did not have any infrastructure management or employees 
with all functions being carried out by either telecom plus or npower and vi given the unique nature of 
the companies and the associated energy supply agreement between telecom plus and npower it was not 
considered feasible that another market participant could effectively acquire and operate the companies on 
a standalone basis
as a result of these factors the acquisition of the companies has been accounted for as an acquisition of 
assets rather than as business combinations 
notes to the consolidated financial statements telecom plus plc report and accounts 2014 114
21  new energy supply arrangements and acquisition of subsidiary undertakings 
continued
the total consideration for the transaction comprised a cash payment to npower of £1965 million on 
20 december 2014 a deferred cash amount of £215 million payable on 20 december 2016 and a 
cash payment of £25 million made in january 2014 for the net assets acquired in the companies which 
comprised cash and short term working capital balances 
summary balance sheets for the companies as at 30 november 2013 adjusted for the payment of 
predisposal permitted dividends to npower limited on 11 december 2013 gas plus supply limited 
£1378000 and electricity plus supply limited £1876000 are set out below
gas plus supply limited
as at 30 november 2013 
£’000
current assets
accrued revenues 32372
cash 31136
total assets 63508
current liabilities
accruals and other creditors 62352
total liabilities 63352
net assets 1156
electricity plus supply limited
as at 30 november 2013 
£’000
current assets
accrued revenues 23455
prepayments and other debtors 15849
cash 33039
total assets 72343
current liabilities
trade creditors 8506
accruals and other creditors 62459
total liabilities 70965
net assets 1378
notes to the consolidated financial statements  company number
3263464
registered office
network hq
333 edgware road
london nw9 6td
secretary
david baxter aca
stockbrokers
peel hunt ltd
moor house
120 london wall
london ec2y 5et
solicitors
nabarro llp
lacon house
theobald’s road
london wc1x 8rw
auditors
bdo llp
55 baker street
london w1u 7eu
bankers
barclays bank plc
1 churchill place
london e14 5hp
registrars
capita asset services
the registry
34 beckenham road
beckenham 
kent br3 4tu report and accounts 
year ended 31 march 2014
telelcom plus plc network hq  333 edgware road london nw9 6td 
report and accounts   year ended 31 march 2014
home phone broadband mobile gas electricity home phone broadband mobile gas electricity


Summary:
 strategic report governance financial statements
 
telecom plus plc report and accounts 2014 11
chief executive’s review
markets
we supply a wide range of essential utility services gas electricity landline broadband and mobile 
to both domestic and small business customers these are all substantial markets and represent a vast 
opportunity for further organic growth
the markets we operate in are dominated by a relatively small number of former monopoly suppliers and 
other owners of infrastructure assets although in each there are also a number of independent suppliers 
carving out their own niches generally based on price 
business model
the utility warehouse has a fundamentally different business model to any other utility provider in the uk in 
three key respects
•  firstly we provide our services through the utility warehouse discount club in which each customer 
becomes a member
•   secondly we are the only fully integrated provider of both energy and communications services with a 
single set of overheads that we can spread across our multiple revenue streams and 
•  thirdly we have a unique route to market with an ‘army’ of over 44000 parttime selfemployed 
partners this means that instead of seeking to attract new members through expensive advertising on 
television or in the national press direct marketing or price comparison sites we instead benefit from 
genuine personal recommendations by both our partners and also by existing members
partners can earn a small percentage of the monthly revenues generated by any members gathered either 
personally or by someone in their team on a similar basis members are directly rewarded with shopping 
vouchers when they introduce a new member and receive additional vouchers annually in december 
provided the members they have introduced are still using our services 
we continue to invest heavily in our bespoke it systems these enable us to integrate all the services we 
supply into a single monthly bill supported by just one set of central overheads including all administrative 
and customer service functions this highly efficient cost base is a key factor in enabling us to offer 
attractive pricing and a wide range of valuable benefits to our members a secure residual income to our 
partners and a growing dividend stream to shareholders
our business model requires us to provide exceptional customer service in order to convert our members 
into fans and ensure our partners have the confidence to recommend us to their friends and family we are 
extremely pleased with the further progress we have made this year towards achieving these goals and in 
securing our position as the nation’s most trusted utility provider
strategy
our strategy is to build on the current strong levels of organic growth we are achieving in order to 
progressively increase our share of the markets in which we operate