report  accounts
2004 we provide high quality services for time sensitive
deliveries offering excellent delivery performance
supported by information systems which are at the
forefront of the industry
following recent acquisitions and the development of
new services we now offer an unparalleled range of
delivery options all the way from heavier weight
palletised goods to letters under 60 grams  in
particular uk mail the group’s business mail
subsidiary is the first company to offer nationwide
mail delivery services as an alternative to the 
royal mail
business post is 
one of the uk’s
leading express
delivery companies
contents
highlights 1
chairman’s statement 2
chief executive’s review 4
financial review 14
directors and advisers 16
corporate governance 18
corporate social responsibility 20
remuneration report 21
directors’ report 27
independent auditors’ report 29
consolidated profit and loss account 30
consolidated balance sheet 31
company balance sheet 32
consolidated cash flow statement 33
notes to the financial statements 34
five year summary of results 46
notice of meeting 47 report  accounts 2004
01
business post
highlights
the year ended 31 march
2004 has seen another year
of successful progress in 
line with our three year plan
financial
turnover up by 
23 to £1927m
operating profit before goodwill 
up by 22
operating profit after goodwill 
up by 20
earnings per share before 
goodwill up by 16
earnings per share after 
goodwill up by 12
dividends per share up 
7 to 180p
operational
deliveries of palletised goods now offered
through the acquisition of uk pallets
launch of uk mail after the end of the year
exceptional growth in home delivery
volumes via homeserve i am pleased to report another year of considerable
progress in line with the three year plan set out in
november 2001  in particular pretax profit
increased substantially and a strong base has been
established for further profitable development
finance
on turnover up 23 at £1927m pretax profit increased
by 19 to £191m and earnings per share advanced by
16 to 245p in both cases before deducting goodwill
amortisation of £04m 2003 £nil
pretax profit increased by 16 to £187m and earnings
per share advanced by 12 to 238p after the deduction
of goodwill amortisation
net cash inflow from operating activities rose strongly to
£226m from £137m for the first time since flotation in
1993 business post finished the year with net debt of
£56m and this was entirely due to the uk pallets
acquisition
posttax return on average net assets increased to 265
from an already substantial 251 
dividends
it is proposed that dividends per share be increased by
7 to 180p 
the increased 136x cover by earnings per share before
goodwill amortisation and 132x after goodwill
amortisation is in the line with the board’s policy of
increasing dividend cover whilst also increasing
dividends per share
business
the three year plan envisaged two speed progress with
the newer and smaller businesses advancing at a faster
rate than the traditional express businesstobusiness
parcel activity and this has proved to be the case in the
year under review 
whilst express grew its turnover by 3 in the year it
increased its market share to an estimated 7
1
 2 and
maintained its very high levels of service performance 
amongst the newer and smaller businesses of special
note was the strong growth in homeserve operating in
the businesstoconsumer marketlaunched in january
2000 homeserve’s turnover increase of 129 followed
an underlying 130 increase in the previous year
in the year business post made its most significant
acquisition to date weaver pallet express since 
rebranded as uk pallets a nationwide express
palletised goods delivery service this specialised
market is experiencing annual growth of around 30 and
we are delighted with this acquisition 
of historic significance in february 2004 business post’s
subsidiary uk mail and royal mail signed the first
agreement of its kind in europe enabling access to
royal mail’s downstream delivery network for uk mail’s
business class service  on 10 may 2004 uk mail
transported its first letters on behalf of a customer and
we are very optimistic about further developments this
year
personnel
in october 2003 russell hodgson group operations
director was promoted to group managing director parcel
services reporting to paul carvell chief executive thereby
russell assumed responsibility for the express international
and homeserve business units all of which rely on the
shared parcels infrastructure of network services by
bringing our parcel services together we will bring additional
focus to the group’s principal area of activities and assist us
in maximising our operational leverage
richard saville retires as a nonexecutive director on 31
may 2004 having been a nonexecutive director since
october 1998 his replacement who was appointed on 
1 april 2004 is philip stephens aged 61 who was
involved in corporate finance and broking for more than
35 years until his retirement in 2002
to all the group employees and associates who are
involved in the owned and franchised depots i extend
my thanks on behalf of all shareholders
prospects
the board expects further good progress in the current
year and remains very confident about the group’s long
term potential
peter kane
chairman
‘‘
the board remains very
confident about the group’s
longterm potential
peter kane chairman
‘‘
report  accounts 2004
chairman’s statement
business post
02 report  accounts 2004
03
business post business overview
business post provides high quality services for
time sensitive deliveries offering excellent delivery
performance supported by information systems
which are at the forefront of the industry
through partnerships and alliances deliveries can be
made anywhere in the world however all the group’s
business has a uk element and approaching 90 is
intrauk
deliveries range from documents to palletbased
heavy freight but the vast majority comprises
packages weighing 530kg
the sectors served are overnight businesstobusiness
by the express international and uk pallets business
units timedefinite businesstoconsumer by
homeserve and same day by courier  uk mail the
group’s uk business mail service offers a two day
“business class” service  
for letters and parcels express international
homeserve and uk mail all perform collection and
delivery activity in the uk through a network of 23
corporate and 38 franchised depots linked by an
overnight linehaul operation owned and managed
centrally international has its gateway site at bishops
stortford linked to fedex’s own air hub at stansted
uk today currently operates from 14 of the depots
but due to the same day nature of its business
operates its own pool of drivers and does not utilise
the overnight linehaul operation
for overnight deliveries packages and bags of mail
are sorted into metal cages at collection locations and
these cages transit the country to the relevant delivery
location thereby reducing the level of manhandling
and risk of damage although there is a national hub
at birmingham regional sorting is also carried out at
certain minihub operations this reduces vehicle
mileage and enables later collection times from
customers
the requirements for handling palletbased freight are
different from mail and parcels and are managed
through a separate network comprising a partnership
of 70 independent haulage companies throughout the
uk each partner transports pallets of freight into a
central hub in lichfield staffordshire for onward
shipment and returns with pallets for delivery on
behalf of other partners
sales and customer services are decentralised at each
of the locations but supported by central marketing
and sales management and a telesales operation at
uk today
as an express delivery business the group’s
customers are from a wide range of industry sectors
including retail mainly homeserve building uk
pallets and publishing however the nature of the
group’s parcel operation with the use of cages to
transport packages securely and with the minimum of
manhandling makes our services particularly attractive
to the hightech sector
the entire market is deregulated with the exception of
the uk letter market below 350g or £1 in which uk
mail operates this is regulated by postcomm an
independent body established by statute in 2000
a summary of the main developments within each of
the business units is set out on the following pages
‘‘
strong increases in profit
have been achieved both
through organic growth and
acquisition
paul carvell chief executive
‘‘
report  accounts 2004
chief executive’s review
business post
04 05
business post
chief executive’s review  business post express
express has improved
its quality of revenue
during the year through
greater focus on its
customer base
express which accounted for 66 2003 79 of group
turnover is the group’s core uk businesstobusiness parcel
service it specialises in nextday deliveries for those
customers who need a reliable service backed up by
sophisticated information systems thereby differentiating itself
from high volumelow price operators
express made good progress against subdued market
conditions improving its market share to some 7
1
 2 and
increasing its annual turnover by 3 to £1275m 2003
£1238m the high quality of delivery performance continues to
assist in new business wins and reduction of customer churn
express implemented a number of pricing initiatives at the end of
last year which have held up well during the year and also
improved the quality of revenue by targeting users of premium
services and by discontinuing less profitable business
recent levels of new business wins have been among the
company’s highest on record and there are initial indications that
the hightech sector may be experiencing a recovery in the
current year express will maintain its focus on quality of revenue
positioning itself further at the premium end of the market and
will also look to introduce new services to existing customers
the directors therefore expect increased growth from express 
in the current financial year
£1275m of revenues
66 of group turnover
3 growth on last year
financial highlights  express chief executive’s review  business post international
business post
06
with the market estimated
to be worth approximately 
£1 billion international has
considerable scope for
growth
international which accounted for 11 2003 12 of group
turnover is responsible for all shipments coming into and
leaving the uk and the republic of ireland and is primarily a
businesstobusiness service a high proportion of its activity
derives from business post’s agreement with fedex the
world’s largest express transportation company as its global
service participant in the uk  under this contract business
post is responsible for collecting and delivering parcels for
fedex customers in those areas of the uk not directly served
by fedex and business post offers a full outwardbound air
express service utilising the worldwide fedex delivery network
additionally as a member of the eurodis network international
handles roadbased express shipments within europe
international increased its turnover during the year by 17 to
£212m 2003 £182m with an increased rate of growth in the
second half  international mail continues to develop strongly
offering business customers an alternative to royal mail for their
overseas postal requirements first launched in july 2002 it
increased its turnover to £16m from £03m fedexrelated
business also showed good progress reflecting the higher rates
of growth in crossborder shipments than the domestic market
the relationship remains strong and fedex has recently awarded
business post its international priority freight business extending
the existing collection and delivery activity from small packages
to bulkier freight items 
the new eurodis road arrangement providing a new delivery
network across europe with full online trackandtrace
capabilities was launched on schedule in january 2004 and
increased both outbound and inbound turnover in the fourth
quarter also in january 2004 international expanded its
operations in the republic of ireland through the appointment of
nightline an independent eight depot business to carry out its
deliveries this provides a strong platform for services into this
important market 
financial highlights  international
£212m of revenues
11 of group turnover
17
growth on 
last year 07
business post
chief executive’s review  business post homeserve
financial highlights  homeserve
£174m of revenues 
9 of group turnover
129
homeserve is rapidly
increasing its share of the
fastgrowing home delivery
market
growth on 
last year
homeserve which accounted for 9 2003 5 of group
turnover is the group’s uk businesstoconsumer parcel
service providing a high quality timedefinite service to
residential addresses with full proof of delivery and trackand
trace facilities
during the year homeserve increased its turnover by an
excellent 129 to £174m 2003 £76m the continued success
of homeserve following an underlying increase of 130 last
year reflects a rapidly growing market and also a targeted sales
approach concentrating on the upper end of the market where
customers are looking for a high quality timedefinite delivery
service
homeserve will continue to focus its sales efforts on major
manufacturers and retailers and will also continue to explore new
products offering improved service and a wider range of dropoff
points chief executive’s review  business post network services
business post
08
key points  network services
network services is responsible for providing high quality
collection and delivery services to the business units within
parcel services at a low unit cost
during the year the level of ontime deliveries remained
consistently high and cost increases were kept well below
inflationary levels the operation benefited from the continued
introduction of doubledecked trailers which enable more
parcels to be shipped in one vehicle movement and from the
introduction of a new breed of handheld scanner capital
expenditure of £16m was incurred during the year on these two
initiatives and a further £21m will be spent in the current year as
the new generation scanners are rolled out across the network 
as the major employer in the group network services’ principal
challenges for the current financial year are to enhance further
the level of both employee and customer satisfaction the
group’s new employee consultative group is operating well and
the feedback from employee satisfaction surveys is being
incorporated into the group’s practices customers are already
benefiting from the advantages of the group’s new customer
relationship management software discovery and further action
is planned under an internal project “delta” to enhance its use
and give customers improved service when they contact our
depots
ontime deliveries 
consistently over 98
major investments made in
doubledecked trailers
the network services
infrastructure ensures the
group retains its market 
leading delivery quality
group managing director parcel services russell hodgson right 
and his team 09
business post
chief executive’s review  courier
business post’s courier activity which comprises uk today
and the rebranded bxtech accounted for 5 2003 3 of
group turnover during the year courier increased its turnover
by 133 to £105m 2003 £45m   
uk today is the group’s uk nationwide sameday courier
service it operates out of corporate and franchised depots 
using dedicated delivery vehicles and has access to the 
national express coach network linking 1200 locations each day
uk today increased its turnover by 48 with customer wins both
nationally and locally but its gross profit margins fell as difficulty
was experienced in recruiting high quality owner drivers at the
same rate as the growth of the business in the current year
growth rates for uk today will be lower but the current focus 
on improved margins is expected to result in a strong increase 
in profit
bxtech the birminghambased technical courier active in the
computer medical and utilities sectors continues to progress
well  after a period of consolidation in its first year in the group
the emphasis in the current year will be to expand the
geographical spread of activities the company’s first ever
technical sales director has been appointed with a focus on
desktop support services
financial highlights  courier
£105m of revenues
5 of group turnover
133
business post’s courier
activity has been enhanced
through the acquisition of 
bxtech a specialist 
technical courier
growth on 
last year chief executive’s review  uk pallets
business post
10
financial highlights  uk pallets
£144m of revenues 
8 of group turnover
the acquisition of uk 
pallets is business post’s
most significant to date and
adds another complementary
service for customers
uk pallets provides a nationwide express palletised goods
delivery service through a partnership network with 70
independent haulage businesses throughout the uk run from
a national hub at lichfield staffordshire uk pallets currently
handles more than 4000 pallets each night and is estimated to
be the uk’s fourth largest pallet network company in a market
that is experiencing annual growth of around 30
in the eight months since its acquisition uk pallets generated 
a turnover of £144m a substantial increase on the comparable
period of the previous year and representing 8 of group
turnover service levels have remained very high with over 98 
of all deliveries being made on time
a focus for the current financial year is the transfer of existing it
expertise from business post’s parcel businesses to benefit uk
pallets’ customers and partnership network additionally
following the receipt of planning permission in january 2004 
it is intended to double the size of its national hub by september 
to enable it to handle daily volumes of up to 8000 pallets 11
business post
chief executive’s review  uk mail
uk mail is at the 
vanguard of the introduction 
of competition into the uk
business mail market
financial highlights  uk mail
business mail market
c£5 billion
on 10 february 2004 following an extended period of
negotiation uk mail and royal mail signed the first agreement
of its kind in europe on mutually satisfactory terms this
enables access to royal mail’s downstream delivery network
for uk mail’s business class service which offers two day mail
delivery with trackandtrace up to the point of handover to
royal mail and flexibility of collection to large mailers initially
businesses mailing over 4000 and typically over 10000 pre
sorted letters a day 
we were delighted to reach an amicable agreement with royal
mail  the terms we agreed were substantially similar to those
that would have been determined by postcomm following
successful trials during april on 10 may 2004 uk mail
commenced daily collections on behalf of a blue chip company
and it is also in advanced stages of negotiation with other
significant mailers
business post’s chief executive right and royal mail’s chief 
executive adam crozier pictured at the signing of uk mail’s 
historic agreement with royal mail chief executive’s review  staff  associates
business post
12
key points  staff  associates
1882 employees
17 growth on last year
2000 associates
all of our business units have made good progress
during the financial year and we are well placed to build
further on this success as always we are entirely
dependent upon the hard work and enthusiasm of our
employees and also our associates working both within
our franchised operations and as ownerdrivers together
they have strived to provide our customers with a high
quality service and the groups financial results are a
testament to their achievements
i would like to extend my thanks to them all
paul carvell
chief executive 13
business post
business post  ‘‘
the after tax return 
on average net assets 
has increased to 265
peter fitzwilliam finance director
‘‘
revenues
2004 2003 increase
turnover £1927m £1563m 23
the 23 turnover increase represents likeforlike growth of 11 and a contribution from the acquisitions of bxt since
rebranded bxtech in february 2003 and weaver pallet express since rebranded uk pallets at the end of july 2003
the overall increase reflects the twospeed strategy being pursued by the company with relatively modest growth in
express which operates in the more mature businesstobusiness sector being complemented by rapid progress in the
newer businesses and also from acquisitions  in the full year turnover growth ranged from 3 for express to 129 for
homeserve and 133 for courier which comprises uk today and bxtech 
reflecting the extremely strong increase experienced in the second half of last year likeforlike growth reduced from
15 in the first half to 9 in the second half with the acquisitions of bxtech and uk pallets the overall increase was
unchanged at 23 in both first and second halves
profit
2004 2003 increase
operating profit before goodwill amortisation £191m £156m 22
pretax profit before goodwill amortisation £191m £161m 19
operating profit after goodwill amortisation £187m £156m 20
pretax profit after goodwill amortisation £187m £161m 16
the year ended 31 march 2004 was one of strong profit growth the likeforlike increase in operating profit before
goodwill amortisation was 13 compared with turnover growth of 11 and margins at this level improved to 101
from 100 last year the effect of the acquisition of uk pallets has been to dilute these margins slightly to 99 after
goodwill amortisation operating profit increased by 20 to £187m 2003 £156m
the figures for pretax profit before goodwill amortisation are stated after interest receivable of £nil 2003 £05m the
reduction from the prior year reflecting the aggregate £115m cash costs of the two acquisitions after goodwill
amortisation the increase in pretax profit was 16 to £187m 2003 £161m
earnings
2004 2003 increase
earnings per share before goodwill amortisation 245p 212p 16
earnings per share after goodwill amortisation 238p 212p 12
the 16 increase in earnings per share reflects an effective tax rate of 319 2003 304 before goodwill amortisation
this higher tax rate than in recent years reflects adjustments of £03m relating to prior years’ deferred tax after goodwill
amortisation earnings per share increased by 12 to 238p
dividends
2004 2003 increase
dividends per share 180p 169p 7
a final dividend per share of 1205p 2003 113p up 7 is proposed payable on 22 july 2004 to shareholders on the
register at close of business on 2 july 2004 the exdividend date is 30 june 2004
t ogether with the interim dividend per share of 595p 2003 56p dividends per share are 7 higher at 180p 2003 169p
covered 136x 2003 125x by eps before goodwill amortisation 132x after goodwill amortisation
report  accounts 2004
financial review
business post
14 cash flow
2004 2003
cash inflow from operating activities £226m £137m
net debtcash £56m £16m
net cash inflow from operating activities increased strongly from £137m to £226m this result was assisted by
increased profits a good reduction in working capital despite the significant growth in the business and a reduction
in amounts due from franchisees
net capital expenditure increased to £58m from £41m mainly as a result of continuing spend on double decked trailers
and it  in the current year with the extensive rollout of new handheld scanners to replace the ones bought in 2000
capital expenditure is expected to increase to some £65m
the acquisition of uk pallets representing £96m in cash consideration and expenses was financed by a £10m term
loan repayable over 10 years as a result for the first time since flotation in 1993 business post finished the year
with net debt of £56m compared with £139m at the half year end this reduction reflects both the seasonality of the
business and also strong working capital management in the second half
balance sheet
2004 2003
goodwill £108m £17m
equity shareholders’ funds £492m £458m
gearing 11

the acquisition of uk pallets resulted in additional goodwill of £95m during the year and yearend gearing of 11 2003
£nil the balance sheet remains strong and the group’s aftertax return on average net assets increased from
251 to 265
exposure to financial risk
the group is not significantly exposed to the effects of fluctuations in exchange rates since all income is in sterling
and costs denominated in foreign currency represent less than 5 of all expenditure
during the year the group entered into a 10 year term loan but the group’s profitability and strong levels of cash
flow mean that it is not significantly exposed to liquidity risk  the group’s exposure to interest rate risk has been
reduced by entering into an interest rate cap hedging contract and its exposure to fluctuations resulting from
movements in fuel prices has been reduced by entering into a fuel hedge contract
treasury policy
the treasury function is run prudently with cash invested in low risk cash deposits the group uses a deposit in euros to
hedge the groups limited exposure to purchases denominated in european currency and gains and losses on the re
translation of this account offset increases or decreases in the sterling equivalent value of foreign purchases at the year
end the balance on this account was £03m
share price performance
the shares closed at 354p on the 31 march 2003 the beginning of
business post’s financial year coincided almost exactly with the
stockmarket’s seven year low this market weakness had been
prompted by concerns over the imminent war in iraq as hostilities
commenced the market recovered sharply and the business post
share price participated fully in the rise despite having substantially
outperformed in the second half of the previous year the share
price retreated towards the end of the financial year to 460p  as
small investors took profits after the announcement of the historic
agreement with royal mail the shares recovered in the second
week of march to close the year at 4905p
peter fitzwilliam
finance director
170
160
150
140
130
120
110
100
90
a          m           j            j           a          s           o n          d         j          f          m
business post gp 
ftse as support services index source datastream
business post
financial review 15 report  accounts 2004
directors  advisers
business post
16 financial advisers  hawkpoint partners   4 great st helens   london   ec3a 6ha
stockbrokers  arbuthnot securities   arbuthnot house   20 ropemaker street   london   ec2y 9ar
financial pr  bankside consultants   st mary abchurch house   123 cannon street   london   ec4n 5au
auditors  pricewaterhousecoopers llp   harman house   1 george street   uxbridge   middlesex   ub8 1qq
solicitors  dechert llp   2 serjeants’ inn   london   ec4y 1lt                    eversheds llp   115 colmore row   birmingham   b3 3al
bankers  lloyds tsb   125 colmore row   birmingham   b3 2ds barclays   54 lombard street   london   ec3p 3ah
registrars  computershare services   po box 82   the pavillions   bridgwater road   bristol   bs99 7nh
registered office  express house   464 berkshire avenue   slough   sl1 4pl
michael kane 54  
nonexecutive director
joined business post in 1974
became managing director in 1984
chief executive in november 1995
and nonexecutive director in march
1997 acted as chief operating
officer from july 2000 until resuming
his nonexecutive role on 1 april
2001
standing  from left to right
seated  from left to right
not pictured
philip stephens 61 
nonexecutive director
was appointed a nonexecutive
director on 1 april 2004  he is non
executive chairman of invesco
geared opportunities trust and of
oakdene homes and a nonexecutive
director of advent 2 vct  until his
retirement in 2002 he was involved
in corporate finance and broking for
more than 35 years
dennis clark 60  
nonexecutive director
has been the finance director of
hunting since 1989 he was
appointed to the board on 1 october
1998
bill cockburn cbe td 61  
deputy chairman
is nonexecutive chairman of parity
group and a non executive 
director of awg was chief
executive of the post office from
1992 to 1995 chief executive of wh
smith from 1995 to 1997 and group
managing director of bt from 1997
to 2001 he was appointed as a non
executive director on 1 april 2002
peter fitzwilliam 44  
finance director
joined the board on 1 february 
1999 from rank group where he 
was head of finance at odeon
cinemas previously he was with
pricewaterhousecoopers
guy buswell 42  
managing director uk mail
joined business post in 1989 and
was appointed sales director in 1992 
after a period elsewhere in the 
industry he rejoined the company in
1997 and was appointed to the board
on 12 august 1998 became
managing director of uk mail from 
1 july 2002
peter kane 57  
chairman
founded the company and with
michael kane his brother was
responsible for its development until
becoming a nonexecutive director in
1996 after a period as chief
executive from august 1998 he
resumed his nonexecutive role on 
1 april 2001 and was appointed
chairman on 10 july 2001
paul carvell 49  
chief executive
joined the board on 27 february
2001 from christian salvesen where
he was managing director of the
industrial division prior to that he
held a number of senior positions 
in the logistics and express parcels
sectors
russell hodgson 55 
group managing director 
parcel services
joined the board as operations and
franchise director on 2 january 2001
from jacobs holdings after having
spent 25 years in the parcel industry
holding a number of senior positions
was appointed group managing
director parcel services from 
15 october 2003
alec ross 48  
it director
joined the company in june 1997
with 20 years experience in systems 
development in transport and 
logistics and was appointed to the
board on 15 september 1998 
richard saville 55  
nonexecutive director
is the finance director of craegmoor
healthcare prior to which he was
finance director of halfords and
finance director of wimpey with
effect from 31 may 2004 he will be
retiring from the board having been
appointed on 1 october 1998 
17
business post
directors  advisers corporate governance
the listing rules of the uk listing authority require listed companies to disclose
how they comply with the principles of good governance and code of best
practice known as the combined code during 2003 the combined code
originally adopted in 1998 was revised and the company is required to comply
with the revised code from 1 april 2004  prior to that including the period
covered by this annual report the company was required to comply with the
1998 code and this statement which incorporates the statement on corporate
social responsibility explains how the company has applied the principles of
good governance set out in section 1 of the 1998 combined code
the board
during the year business post maintained an equal balance of executive and non
executive directors biographical details of all directors including those of philip
stephens who was appointed on 1 april 2004 are set out in the directors and
advisers statement of the five nonexecutive directors who served during the
year two are judged to be independent according to the guidelines set out by the
association of british insurers the other three are not judged to be independent
due either to their shareholdings or their remuneration arrangements all the non
executive directors make a significant contribution to the functioning of the board
and its committees and no one individual or group dominates the board’s
decisionmaking process
although the combined code recommends that a majority of nonexecutive
directors should be independent the board believes that it has maintained an
appropriate balance of directors bringing a wide range of skills and experience
to the board
all directors are required by the company’s articles of association to submit
themselves for reelection at least every three years the names of those
directors standing for reelection to the board this year are set out in the notice
of the forthcoming annual general meeting
the board’s focus is on strategy formulation policy and control there is a formal
schedule of matters reserved for decision by the board which retains all major
operational and risk management decisions with the board  these include the
approval of major items of expenditure or commitment including acquisitions
major operational projects including new contract wins financing including
leasebuy decisions and the use of derivatives and insurance and changes in
policy relating to the franchise network the board routinely monitors the various
financial operational and commercial risks facing the company through reports
from management 
the chairman is primarily responsible for the working of the board and the chief
executive for the running of the business and implementation of board strategy
and policy the board meets formally at least 9 times a year with other meetings
as necessary the board receives reports in advance of each meeting from the
chief executive and finance director addressing the financial performance of the
company and developments since the previous meeting with further reports on
particular issues as appropriate all directors have access to the advice and
services of the company secretary and there is a procedure whereby directors
wishing to do so in the furtherance of their duties may take independent
professional advice at the company’s expense in addition detailed reports are
provided to the board on a monthly basis to enable the board to discharge its
duties
the board has a number of committees the principal ones being the audit
remuneration and nomination committees each of these committees operates
within written terms of reference during the year the audit committee comprised
dennis clark chairman and senior independent nonexecutive director richard
saville the other independent nonexecutive director and peter kane the non
executive chairman philip stephens who is an independent nonexecutive
director joined the audit committee on his appointment to the board on 1 april
2004 and richard saville will retire on 31 may 2004 the committee’s duties
include the review of the half year and annual financial statements including
significant financial reporting judgements contained in them before submission
to the board the review of the company’s internal financial control system
through reports from management and internal and external auditors and the
review of the scope and effectiveness of the company’ s internal audit function it
is also responsible for the selection of the external auditors the assessment of
the scope and results of the external audit and its cost effectiveness and the
independence and objectivity of the external auditors details of the
remuneration committee are set out in the remuneration report during the year
the nomination committee comprised peter kane the nonexecutive chairman
and chairman of the committee paul carvell chief executive and dennis clark
and bill cockburn both of whom are nonexecutive directors philip stephens
joined the nomination committee on his appointment to the board on 1 april
2004 the committee makes recommendations to the board of new board
appointments whether executive or nonexecutive approval of all appointments
is a matter for the board as a whole
directors’ remuneration
details of directors’ remuneration are set out in the remuneration report
relations with shareholders
the company values its dialogue with both institutional and private investors
while carefully recognising statutory constraints concerning the disclosure of
information twoway communication with institutional investors analysts and
private investors is actively pursued and a series of presentations and meetings
are held through the year feedback from these meetings is collated by the
company’s advisers and circulated to the board to keep them informed
concerning the views of shareholders
18   business post group plc corporate governance
report  accounts 19
this year’s annual general meeting will be held on 13 july 2004 at which time
the chairmen of the audit remuneration and nomination committees will be
available to answer shareholder questions the company will continue its
practice of proposing individual resolutions including separate resolutions
relating to the directors’ report and accounts and the remuneration report 
accountability and directors’ responsibilities
company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the company and group
and of the profit of the group for that period 
after making due enquiries the directors are satisfied that the company and the
group have adequate resources to continue in business for the foreseeable
future for this reason they continue to adopt the going concern basis in
preparing the accounts 
in preparing the accounts the directors are required to select suitable accounting
policies and then apply them consistently make judgements and estimates that
are reasonable and prudent and state whether applicable accounting standards
have been followed subject to any material departures disclosed and explained
in the accounts 
the directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and group and enable them to ensure that the accounts comply with
the companies act 1985 they are also responsible for safeguarding the assets
of the company and group and for taking reasonable steps for the prevention and
detection of fraud and other irregularities
the maintenance and integrity of the business post group plc website is the
responsibility of the directors the work carried out by the auditors does not
involve consideration of those matters and accordingly the auditors accept no
responsibility for any changes that may have occurred to the financial statements
since they were initially presented on the website
legislation in the united kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions
internal controls
the board of directors has overall responsibility for ensuring that the group
maintains a system of internal control to provide it with reasonable assurance
regarding effective and efficient operations internal financial control and
compliance with laws and regulations there are inherent limitations in any
system of internal control and accordingly even the most effective system can
provide only reasonable and not absolute assurance
the turnbull report issued by the institute of chartered accountants in england
and wales in september 1999 provided further guidance as to how the combined
code principle on internal control should be applied in practice 
the board considers that the company has complied with the turnbull report
throughout the year there is a formal ongoing process for identifying managing
and reviewing any changes in the risks faced by the company this process
operates under the direction of and is regularly reviewed by the board
the key features of the internal control system within the group are
• clearly defined delegation of responsibilities including relevant
authorisation levels
• clearly documented internal procedures set out in operational and
administration manuals
• regular compliance audit visits to all owned and franchised locations which
monitor compliance with procedures and assess the integrity of financial
information
• review of financial procedures by the internal auditor
• close personal involvement of executive directors in monitoring and
managing the main risk areas of the business
• regular information provided to senior management covering financial
performance and key business indicators and
• monthly monitoring of results against budget and forecast with major
variances being followed up and management action taken where necessary
details of the group’s activities in relation to its environmental employment and
health and safety responsibilities are set out in the corporate social
responsibility statement
the board has reviewed the effectiveness of the internal control systems during
the period covered by the accounts and up to the date of the approval of the
accounts this review covered all controls including financial operational and
compliance controls and risk management the business has grown significantly
during recent years and this has put increased strain on the company’s financial
systems during the year certain weaknesses in procedures and financial control
were identified these have been addressed and controls have been
strengthened by the recruitment of an internal auditor and additional financial
staff and the introduction of enhanced internal controls
compliance with the combined code
with the exception of the number of nonexecutive directors judged to be
independent the board considers that the company has complied with the
provisions of section 1 of the combined code 1998 throughout the financial year corporate social responsibility
the board recognises its environmental and employment responsibilities and
devotes significant resources towards both monitoring compliance with
existing standards and improving those standards
environmental
the board is responsible for the group’s environmental policy  responsibility
for communicating the policy and monitoring the group’s compliance with it
rests with the group’s transport manager and health  safety manager
the policy identifies the following areas as having the most significant impact
on the environment
• consumption of nonrenewable fuel resources through the use of diesel
to fuel vehicles and
• air pollution through vehicle emissions
some examples of the actions taken by the group to minimise its
environmental impact include
• use of automated vehicle routing to eliminate unnecessary mileage
• use of doubledecked trailers to minimise vehicle journeys
• a vehicle replacement programme designed to use the latest engine
technology thereby improving fuel consumption and reducing emissions
• use of fuel only which is low in both sulphur and lead
• use of roadfriendly air suspension wherever possible reducing road
damage and noise levels and
• selection of vehicles which are over 90 recyclable at the end of their
economic lives
the group is committed to minimising its environmental impact through
targetsetting across different areas of the group’s operations eg the
proportion of doubledecked trailers in the fleet average fuel consumption the
proportion of vehicles driven by personnel with minimum attained skill levels
and monitoring actual performance against those targets the most significant
progress made during the year was in the introduction of doubledecked
trailers for parcel movements where numbers increased by 80  this brings
the proportion of doubledecked trailers to around 30 of the company’s
trailer fleet and this proportion will increase further over the coming year
health  safety 
the group has wellestablished health  safety systems which report
accident rates to the board on a monthly basis  the employee consultative
group plays a key role in health and safety consultation with employees
health  safety training is a routine part of employee and management
development  the group’s commitment in this area was recognised in 2003 by
the rospa gold award for health  safety
employment
the group has made significant progress in its human resource management
since the establishment of a central hr function two years ago 
the group’s employment terms and conditions are clearly set out in the
employment handbook which is given to each new employee upon their
appointmentduring the year significant levels of training were provided
throughout the group on recruitment objectivessetting performance
management and appraisal to improve the rate at which the best people are
attracted retained and developed a major exercise was also undertaken
throughout network services the principal employer within the group to
evaluate the skill levels within the management group and individual long
term development plans were devised for all those taking part
the employee consultative group established in april 2003 to facilitate
improved communication with staff and enable employees to have the
opportunity to input into matters that affect them has proved popular with
employees and a range of improvements have been made in working
conditions and health and safety as a direct result of the work of this group
as a result the levels of staff satisfaction and retention have both improved
over the prior year and this work will continue during the current year
charitable support
the group is an active supporter of charities for every consignment handled
by the group which is paid for using direct debit 1p is contributed to the
national children’s home charity in addition the group has run a charity
challenge throughout the year aimed at raising £1000 at each of its 65
locations  as a result of these initiatives the group and its employees raised
over £100000 for nch over the past 12 months
20   business post group plc remuneration report
the directors present the remuneration report for the year ended 31 march 2004 this report is unaudited except for those parts which are indicated otherwise
the members of the remuneration committee during the year were richard saville chairman dennis clark and peter kane during the year and at their request
the group’s chief executive paul carvell and new bridge street consultants gave advice and assistance to the remuneration committee richard saville has
notified the board of his intention to retire from the board with effect from 31 may 2004 and will be succeeded as chairman of the remuneration committee by
philip stephens 
remuneration policy
the remuneration policy of the group including the policy for executive directors is determined by the remuneration committee of the board the membership of
which consists entirely of nonexecutive board members the remuneration policy for nonexecutive directors is determined by the board 
the objectives of the committee are
1 to ensure that directors and senior executives are fairly rewarded for their individual contributions to the group’s overall performance
2 to ensure that the remuneration of the executive directors and senior executives of the group is set by a committee of board members who have no personal
interest in the outcome of the decisions and who will give due regard to the interests of shareholders and to the financial and commercial health of the group
the remuneration policy of the group is to provide competitive remuneration arrangements for executive directors and senior executives which are commensurate
with those of other companies of a similar nature size and standing and which reflect the group’s business and financial objectives and the goals of corporate
governance
remuneration arrangements are addressed within the context of the group’s current performance its progress towards strategic objectives and individual
executives’ personal performance in developing remuneration arrangements the remuneration committee and in regard to nonexecutive directors the board
refers to external consultants and relevent market survey data
elements of the remuneration package of executive directors
remuneration of executive directors comprises the following elements
base salary
base salaries are determined in relation to job responsibilities and sustained level of individual performance and are reviewed annually
bonuses
the company operates a bonus scheme for executive directors the level of bonus payment is dependent upon the group’s performance evaluated against both
the prior year and annual budget and also upon each director’s achievement of personal objectives set out at the beginning of the year in normal circumstances
the maximum payment is limited to 50 of annual salary and payments in respect of personal objectives may not exceed payments in respect of the group’s
financial performance
benefits
health and sickness insurance schemes are provided for executive directors and include private health cover and permanent health insurance executive directors
receive an annual car allowance and contributions of 125 of each individual director’s base salary into a defined contribution pension scheme
sharebased incentive schemes
the company utilises both a long term incentive plan and executive share option schemes to provide longer term sharebased incentives for senior executives
and directors the schemes are designed to motivate and reward achievement of a combination of corporate financial targets and enhancement of shareholder
value executive directors also participate in the group’s sharesave scheme specific details of the incentive schemes are shown later in this report
report  accounts 21 remuneration report
the targeted composition of each executive director’s remuneration excluding long term incentives is that 75 is nonperformance related and that 25 is
performance related the remuneration of each nonexecutive director is 100 nonperformance related except that in addition to his director’s and consultancy
fees bill cockburn has a longterm incentive arrangement whereby he is entitled to receive bonuses if the profit of uk mail limited exceeds specified targets
within a four year period of the commencement of trading
directors’ service contracts
it is business post group’s policy that whilst there should not be a fixed duration in respect of directors’ service contracts each contract contains notice periods
of not more than one year and contains a clause whereby the contractual termination payments do not exceed the director’s remuneration for the previous calendar
year nonexecutive directors are initially appointed for a three year term all directors are required by the company’s articles of association to submit themselves
for reelection at least every three years
the details of the service contracts of those who have served as directors during the year are
contract date notice period contractual
termination payment
guy buswell 010201 6 months 6 months remuneration
paul carvell 260201 12 months 12 months remuneration
dennis clark 011001 3 months none
bill cockburn 010402 3 months none
peter fitzwilliam 010299 6 months 6 months remuneration
russell hodgson 020101 6 months 6 months remuneration
michael kane 011001 3 months none
peter kane 011001 12 months none
alec ross 010201 6 months 6 months remuneration
richard saville 011001 3 months none
richard saville has resigned his position as nonexecutive director with effect from 31 may 2004
philip stephens was appointed a nonexecutive director with effect from 1 april 2004 his notice period is three months and he is not entitled to any contractual
termination payment
in the event of termination following a change of control executive directors are entitled to termination payments of 12 months’ remuneration
performance graph
the adjacent graph compares the total shareholder return for an
investment in the ordinary shares of business post group plc with the
return for the same investment in the ftse support services index over a
five year period commencing on 1 april 1999 in the opinion of the
directors the ftse support services index of which the company is a
constituent is currently the most appropriate index against which the
total shareholder return of the company should be measured because it
is widely used by our investors shareholders and management as a
measure of performance
business post gp   tot return ind
ftse as support services index  tot return ind source datastream
180
160
140
120
100
80
60
40
1999          2000     2001                         2002                        2003
22   business post group plc remuneration report
directors’ remuneration
this part of the remuneration report is audited information
salary benefits 2004 2003
 fees in kind bonus total total
£000 £000 £000 £000 £000
guy buswell 116 12 50 178 131
paul carvell 225 14 90 329 255
dennis clark 26 –– –– 26 24
bill cockburn 75 –– –– 75 90
peter fitzwilliam 135 12 34 181 149
russell hodgson 155 13 70 238 149
michael kane 23 –– –– 23 23
peter kane 60 2 –– 62 61
alec ross 108 12 38 158 122
richard saville 26 –– –– 26 24
949 65 282 1296 1028
 included in bill cockburn’s remuneration are fees of £40000 as a nonexecutive director and payments of £35125 in respect of consultancy provided to the 
company’s uk mail subsidiary the company has a separate long term incentive agreement with bill cockburn in relation to his consultancy services under this
agreement mr cockburn will be entitled to receive bonuses if the profit of uk mail exceeds specified targets within a four year period of the commencement of trading
 michael kane’s remuneration was paid to his company beaufield management ltd for the provision of his services as a director
no director waived emoluments in respect of the year ended 31 march 2004
philip stephens was appointed a nonexecutive director with effect from 1 april 2004 
pensions
this part of the remuneration report is audited information
the following amounts were contributed during the year to the directors’ personal pension schemes which are defined contribution schemes
2004 2003
£000 £000
guy buswell 14 14
paul carvell 25 24
peter fitzwilliam 17 15
russell hodgson 16 16
alec ross 14 13
report  accounts 23 remuneration report
interests in share options
this part of the remuneration report is audited information
details of the options held by each director are set out below
directors’ executive share options
date of earliest expiry exercise number at granted exercised lapsed number at
grant exercise date price 1 april in year in year in year 31 march
date 2003 2004
guy buswell
151200 151203 151207 173p 57803 –– –– 57803 ––
051201 051204 051211 3625p 28551 –– –– –– 28551
310502 310505 310512 418p 26315 –– –– –– 26315
300503 300506 300513 411p –– 28101 –– –– 28101
300703 300706 310713 450p –– 25667 –– –– 25667
112669 53768 –– 57803 108634
paul carvell
080601 080604 080608 226p 163716 –– –– –– 163716
080601 080604 080611 226p 13274 –– –– –– 13274
130701 011205 130711 204p 294117 –– –– –– 294117
310502 310505 310512 418p 50239 –– –– –– 50239
300503 300506 300513 411p –– 54744 –– –– 54744
521346 54744 –– –– 576090
peter fitzwilliam
151200 151203 151207 173p 62312 –– –– 62312 ––
151201 051204 051211 3625p 31724 –– –– –– 31724
310502 310505 310512 418p 29904 –– –– –– 29904
300503 300506 300513 411p –– 32846 –– –– 32846
300703 300706 310713 450p –– 30000 –– –– 30000
123940 62846 –– 62312 124474
russell hodgson
120101 120104 120108 226p 30973 –– –– 30973 ––
120101 120104 120111 226p 13274 –– –– 13274 ––
051201 051204 051211 3625p 30344 –– –– –– 30344
310502 310505 310512 418p 29904 –– –– –– 29904
300503 300506 300513 411p –– 32846 –– –– 32846
300703 300706 310713 450p –– 30000 –– –– 30000
181103 181106 181113 487p –– 71868 –– –– 71868
104495 134714 –– 44247 194962
alec ross
151200 151203 151207 173p 51502 –– –– 51502 ––
051201 051204 051211 3625p 25517 –– –– –– 25517
310502 310505 310512 418p 24521 –– –– –– 24521
300503 300506 300513 411p –– 26277 –– –– 26277
300703 300706 310713 450p –– 24000 –– –– 24000
101540 50277 –– 51502 100315
no other directors have been granted share options in the shares of the company or other group entities none of the terms and conditions of the share options
were varied during the year all options were granted in respect of qualifying services 
the options were granted at nil cost to the directors and were in respect of past performance the performance criteria for all the above share options were
consistent with the remuneration policy outlined earlier in this report
24   business post group plc remuneration report
the exercise of options is subject to the condition that the growth in the company’s earnings per share shall exceed the increase in the index of retail prices from
the date of grant by more than 3 in addition the exercise of share options granted to paul carvell in july 2001 is conditional upon the company’s share price
exceeding certain targets for a minimum of 100 consecutive days between 48 and 66 months from issue of the 294117 options granted 98039 become
exerciseable if the share price exceeds 600p a further 98039 become exerciseable if the share price exceeds 750p and a further 98039 become exerciseable if
the share price exceeds 900p
following a recent review of the company’s remuneration policies the remuneration committee has deteminded that going forward awards made under the
company’s long term incentive plan would be a more effective means of incentivising the company’s executives accordingly options will only be granted to senior
executives in exceptional circumstances
sharesave scheme
date of exercise expiry exercise number at granted exercised lapsed number at gains
grant date date price 1 april in year in year in year 31 march on exercise
earliest 2003 2004 £000
guy buswell
090101 010204 010804 170p 5698 –– –– –– 5698 ––
paul carvell
030102 010205 010805 290p 3275 –– –– –– 3275 ––
peter fitzwilliam
090101 010204 010804 170p 5698 –– 5698 –– –– 21
russell hodgson
030102 010205 010805 290p 3275 –– –– –– 3275 ––
alec ross
030102 010205 010805 290p 3275 –– –– –– 3275 ––
the sharesave scheme provides a savings plan to purchase shares and has no performance criteria in order to participate
the market price of the company’s shares at the end of the financial year was 4905p and the range of market prices during the year was between 3515p and 5425p
exercise gains in the above table are calculated at the exercise date although shares may have been retained
interests in shares
the interests of the directors in the ordinary shares of 10p each of the company were as follows
1 april 31 march
2003 2004
guy buswell 2900 3377
paul carvell 6000 6000
dennis clark 3500 3500
bill cockburn –– 4000
peter fitzwilliam 4500 5955
russell hodgson 4800 4800
michael kane 7000000 7001294
peter kane 20438201 18133801
alec ross 5960 6437
richard saville 4500 4500
all directors’ interests are beneficially held save for 3333334 ordinary shares which are held by beneficiaries who are persons connected with peter kane
there has been no change in the interests set out above between 31 march and 18 may 2004
report  accounts 25 remuneration report
long term incentive plan
this part of the remuneration report is audited information
director’s interests in shares held in the long term incentive plan are as follows
performance award at 1 april granted exercised lapsed at 31 march gains
period date 2003 in year in year in year 2004 on exercise
ending £000
guy buswell 310303 020600 16160 –– 3232 –– 12928 14
peter fitzwilliam 310303 020600 19551 –– 3910 –– 15641 17
alec ross 310303 020600 16160 –– 3232 –– 12928 14
45
no awards were made during the year exercise gains in the above table are calculated as at the exercise date although the shares may have been retained
awards granted in june 2000 may be exercised between june 2003 and june 2010 determined partly by reference to the company’s earnings per share growth
relative to inflation and partly by reference to the company’s total shareholder return performance over the three years to 31 march 2003 based on the company’s
performance over the three years to 31 march 2003 40 of the awards granted in june 2000 may be exercised although the company’s performance is measured
over a three year period in order to enhance the retentive impact of the long term incentive plan only 20 of the award may be exercised after three years with
the remaining 20 exerciseable four years after it is granted in addition on the exercise of awards under the plan or options previously granted under any of the
company’s other share option schemes directors are expected to retain a proportion of the aftertax profit in the form of shares until they have acquired a
shareholding equal to their basic salaries in relation to prior years this proportion was expected to be 25 an increase in this proportion is being introduced and
with effect from no later than 1 april 2005 this proportion is expected to be 50
amendments to the business post group long term incentive plan
following a recent review of the company’s remuneration policies the remuneration committee has determined that going forward awards made under the company’s
long term incentive plan “l tip”  would be a more effective means of incentivising the company’ s executives rather than grants made under the company’ s executive share
option scheme 2001 corporate governance best practice and general market practice have both evolved since the ltip was introduced in 1999 accordingly the
remuneration committee is seeking shareholder approval for a number of changes to the ltip which will apply to future awards these changes are explained fully in the
accompanying circular to shareholders
proposed new share matching plan
the remuneration committee considers it appropriate to closely align the interests of senior executives with those of longterm shareholders through the
introduction of a share matching scheme accordingly the remuneration committee is seeking shareholder approval for the introduction of the business post group
share matching plan “smp”
under the proposed smp  selected executives will be invited to invest a proportion of their cash bonus in the acquisition of company shares up to 25 of their pre
tax salary where such an investment is made the executives will receive the grant of a matching award over shares in the company with an equivalent value full
details of the smp are explained in the accompanying circular to shareholders
by order of the board
peter fitzwilliam
company secretary
18 may 2004
26   business post group plc directors’ report
the directors present their report on the audited financial statements for the
year ended 31 march 2004
principal activity and review of the business
the group’s principal activity is the provision of express collection and delivery
services for parcels mail and palletised goods a review of the group’s
business during the year and its prospects for the future is set out in the
chairman’s statement chief executive’s review and financial review 
results and dividend
the profit for the financial year of £126 million is reported in the group profit
and loss account an interim dividend of 595p per share was paid on 5
january 2004 and the directors recommend a final dividend of 1205p per
share payable on 22 july 2004 to shareholders on the register on 2 july 2004
this when added to the interim dividend will make a total of 180p for the
year 2003 169p 
corporate governance
a statement on corporate governance and the group’s compliance with the
combined code is set out in the corporate governance statement
charitable donations
during the year the group made charitable donations of £58434 2003
£63783 to the national children’s home charity for general charitable
purposes
directors
details of the directors are shown in the directors and advisers statement
together with their biographical details and dates of appointment 
philip stephens having been appointed on 1 april 2004 which was after the
last annual general meeting retires and being eligible offers himself for
election  in accordance with the articles of association guy buswell paul
carvell and russell hodgson retire by rotation at the annual general meeting
and being eligible offer themselves for reelection 
directors’ interests
the interests of the directors and their families as appearing in the register
maintained under the provisions of section 325 of the companies act 1985 in
the share capital of the company on 31 march 2004 are set out in the
remuneration report 
substantial shareholders
in addition to the interests of peter kane 340 and michael kane 131
as at 18 may 2004 the company had been notified that ms joanna bailey and
mr john kane the adult children of peter kane are each beneficial holders of
3333333 shares each representing 63 of the issued share capital of the
company in addition the company had been notified that fidelity
international limited and its direct and indirect subsidiaries are nonbeneficial
holders of 1802686 shares representing 34 of the issued share capital of
the company 
annual general meeting  special business
the notice of the annual general meeting to be held on 13 july 2004 may be
found at the back of the report and accounts in addition to the routine
business of the meeting the special business set out below will be transacted
on 10 july 2003 resolutions were passed by the company’s shareholders
whereby the directors were given authority under section 80 of the
companies act 1985 until the conclusion of the 2004 annual general
meeting to allot shares up to a maximum of the authorised but unissued share
capital of the company the directors recommend by resolution 9 to be
proposed at the forthcoming annual general meeting that this authority
should be renewed so that it applies until the conclusion of the next annual
general meeting of the company  
if resolution 9 is approved by shareholders the directors will have authority
to allot up to 16702386 ordinary shares representing 313 of the ordinary
shares currently in issue of which 3306181 62 of the ordinary shares
currently in issue are currently reserved for issue under the company’s share
option schemes the balance available for allotment is therefore 13399205
ordinary shares representing 251 of the ordinary shares currently in issue
the company does not currently have any treasury shares in issue the
directors have no present intention of exercising the authority except in
connection with the issue of shares under the company’s share option
schemes or under the business post group plc franchise share option
scheme 2002 or for satisfying the deferred consideration in respect of the
acquisition of uk pallets ltd see note 15
in addition the directors were given authority under section 95 of the
companies act 1985 until the conclusion of the 2004 annual general meeting
to allot equity securities for cash other than to existing shareholders in
proportion to their holdings up to an aggregate nominal amount equal to 5
of the issued ordinary share capital the directors recommend by resolution
10 to be proposed at the forthcoming annual general meeting that this
authority should be renewed up to an aggregate nominal amount of £266488
being equal to 5 of the ordinary shares currently in issue until the conclusion
of the 2005 annual general meeting or 13 october 2005 whichever is the
earlier
report  accounts 27 directors’ report
since december 2003 the companies act 1985 allows shares purchased by the
company to be held as treasury shares which may then be cancelled sold for
cash or used to meet the company’s obligations under its share option
schemes the requirements to allot equity securities for cash to existing
shareholders in proportion to their holdings will also apply to the sales by the
company of any shares it holds as treasury shares these requirements may
be similarly disapplied by shareholders the authority sought and limits set
by resolution 10 will then apply also to a sale of treasury shares however the
directors have no present intention of holding shares in treasury pursuant to
the companies act 1985
at the 2003 annual general meeting the company was given authority under
article 9 of its articles of association and section 166 of the companies act
1985 until the conclusion of the 2004 annual general meeting to make market
purchases of up to 10 of the issued ordinary share capital for cancellation at
a price of not less than 10 pence per ordinary share and not more than 105
of the average of the midmarket quotations for an ordinary share of the
company as derived from the daily official list of the london stock exchange
for the five business days prior to the date of purchase
the authority sought by resolution 11 to make market purchases of its own
ordinary shares is intended to apply equally to shares to be held by the
company as treasury shares in accordance with the companies act however
as mentioned above the directors have no present intention of holding shares
in treasury pursuant to the companies act 1985
the directors recommend by resolution 11 to be proposed at the forthcoming
annual general meeting that this authority should be renewed until the
conclusion of the 2005 annual general meeting the directors did not exercise
the company’s power to purchase its own shares in the year ended 31 march
2004 and do not intend to exercise this power other than in circumstances
where they consider this to be in the shareholders’ interests and where this
would result in an increase in earnings per share
if they do utilise this authority the directors will neither be encouraging nor
recommending shareholders to buy or sell shares in the company nor in any
way suggesting that it is an appropriate time to deal in such shares
extraordinary general meeting
as described in the remuneration report the directors will recommend by
resolutions to be proposed at an extraordinary general meeting to be held
immediately after the forthcoming annual general meeting amendments to
the long term incentive plan originally adopted by shareholders in 1999 and
the introduction of a new share matching plan details of the proposals are
set out in the accompanying circular to shareholders
employment policy
the group’s policy is to maintain as far as practicable close consultations
with employees on matters likely to affect their interests and to this end
established an employee consultative group in april 2003 the company is an
equal opportunities employer and holds an investors in people certificate 
the group’s policy and practice is to encourage the recruitment and
subsequent training career development and promotion of disabled persons
according to their aptitudes and abilities and the retention and retraining of
employees who also become disabled during their employment 
further information concerning the group’s human resource management
activities is set out in the corporate social responsibility statement
directors and officers liability insurance
the company maintains insurance against certain liabilities which could arise
from a negligent act or a breach of duty by its directors and officers in the
discharge of their duties
supplier payment policy
the group’s policy concerning the payment of its trade creditors is to follow
the cbi’s prompt payers’ code the group endeavours to agree standard terms
of payment with its major suppliers at the commencement of business
suppliers fulfilling the conditions of supply are paid in accordance with the
agreed standard terms other suppliers are paid in accordance with
contractual terms as agreed from time to time the company does not have
trade creditors and accordingly no creditor days calculation is presented
environmental responsibility and health and safety
a statement on the steps taken to operate the business in pursuit of good
environmental and health standards is set out in the corporate social
responsibility statement
auditors
a resolution to reappoint pricewaterhousecoopers llp as auditors to the
group will be proposed at the annual general meeting
by order of the board
peter fitzwilliam
company secretary
18 may 2004
28   business post group plc independent auditors’ report
independent auditors report to the members of business post group plc
we have audited the financial statements which comprise the consolidated
profit and loss account the consolidated and company balance sheets the
consolidated cash flow statement and the related notes we have also
audited the disclosures required by part 3 of schedule 7a to the companies
act 1985 contained in the  remuneration report the auditable part
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report and the
financial statements in accordance with applicable united kingdom law and
accounting standards are set out in the statement of accountability and
directors responsibilities the directors are also responsible for preparing
the remuneration report
our responsibility is to audit the financial statements and the auditable part of
the remuneration report in accordance with relevant legal and regulatory
requirements and united kingdom auditing standards issued by the auditing
practices board this report including the opinion has been prepared for and
only for the company’s members as a body in accordance with section 235 of
the companies act 1985 and for no other purpose we do not in giving this
opinion accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing
we report to you our opinion as to whether the financial statements give a true
and fair view and whether the financial statements and the auditable part of
the remuneration report have been properly prepared in accordance with the
companies act 1985 we also report to you if in our opinion the directors
report is not consistent with the financial statements if the company has not
kept proper accounting records if we have not received all the information and
explanations we require for our audit or if information specified by law
regarding directors remuneration and transactions is not disclosed
we read the other information contained in the annual report and consider the
implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements the other
information comprises only the chairman’s statement the chief executive’s
review the financial review the directors’ report the unaudited part of the
remuneration report the corporate social reponsibility statement and the
corporate governance statement issued in june 1998
we review whether the corporate governance statement reflects the
companys compliance with the seven provisions of the combined code
specified for our review by the listing rules of the financial services
authority and we report if it does not we are not required to consider
whether the boards statements on internal control cover all risks and controls
or to form an opinion on the effectiveness of the groups corporate governance
procedures or its risk and control procedures
basis of audit opinion
we conducted our audit in accordance with auditing standards issued by the
auditing practices board an audit includes examination on a test basis of
evidence relevant to the amounts and disclosures in the financial statements
and the auditable part of the remuneration report it also includes an
assessment of the significant estimates and judgements made by the directors
in the preparation of the financial statements and of whether the accounting
policies are appropriate to the companys circumstances consistently applied
and adequately disclosed
we planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
and the auditable part of the remuneration report are free from material
misstatement whether caused by fraud or other irregularity or error in forming
our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements
opinion
in our opinion
• the financial statements give a true and fair view of the state of affairs
of the company and the group at 31 march 2004 and of the profit and
cash flows of the group for the year then ended
• the financial statements have been properly prepared in accordance with
the companies act 1985 and
• those parts of the remuneration report required by part 3 of schedule 7a
to the companies act 1985 have been properly prepared in accordance
with the companies act 1985
pricewaterhousecoopers llp
chartered accountants and registered auditors
uxbridge
18 may 2004
report  accounts 29 2004 2004 2004 2003
continuing acquired total total
operations businesses operations operations
notes £m £m £m £m
turnover 2 1783 144 1927 1563
cost of sales 1378 118 1496 1221
gross profit 405 26 431 342
administrative expenses 226 18 244 186
operating profit before goodwill amortisation 180 11 191 156
goodwill amortisation 01 03 04 ––
operating profit 3 179 08 187 156
net interest receivable 7  05
profit on ordinary activities before taxation 187 161
taxation 9 61 49
profit for the financial year 126 112
dividends 11 96 90
retained profit transferred to reserves 21 30 22
earnings per share  basic 10 238p 212p
 diluted 10 236p 212p
dividends per share 11 180p 169p
the profit for the financial years presented above is derived from continuing activities and acquisitions see note 15 and includes all recognised gains and losses
for the year
consolidated profit and loss account
for the year ended 31 march 2004
the related notes numbered 1 to 28 form part of these financial statements
30   business post group plc consolidated balance sheet
at 31 march 2004
2004 2003
notes £m £m
fixed assets
intangible assets 12 108 17
tangible assets 13 327 304
investments 14 01 01
436 322
current assets
debtors due within one year 16 374 298
debtors due after one year 16 48 51
cash at bank and in hand 46 16
468 365
current liabilities
creditors amounts falling due within one year 17 306 219
net current assets 162 146
total assets less current liabilities 598 468
creditors amounts falling due after more than one year 18 90 ––
provisions for liabilities and charges 19 16 10
net assets 492 458
capital and reserves
called up share capital 20 53 53
share premium account 21 103 99
profit and loss account 21 336 306
equity shareholders’ funds 22 492 458
the financial statements on pages 30 to 45 were approved by the board of directors on 18 may 2004 and were signed on its behalf by
peter kane peter fitzwilliam
chairman finance director
the related notes numbered 1 to 28 form part of these financial statements
report  accounts 31 company balance sheet
2004 2003
notes £m £m
fixed asset investments
in subsidiaries 14 139 27
in own shares 14 01 01
140 28
current assets
debtors 16 489 449
cash at bank and in hand 28 16
517 465
current liabilities
creditors amounts falling due within one year 17 95 60
net current assets 422 405
total assets less current liabilities 562 433
creditors amounts falling due after more than one year 18 90 
net assets 472 433
capital and reserves
called up share capital 20 53 53
share premium account 21 103 99
profit and loss account 21 316 281
equity shareholders’ funds 472 433
the financial statements on pages 30 to 45 were approved by the board of directors on 18 may 2004 and were signed on its behalf by
peter kane peter fitzwilliam
chairman finance director
at 31 march 2004
the related notes numbered 1 to 28 form part of these financial statements
32   business post group plc consolidated cash flow statement
2004 2004 2003 2003
notes £m £m £m £m
net cash inflow from operating activities 25 226 137
returns on investment and servicing of finance
interest received 04 05
interest paid 04 ––
issue costs of hedging instrument 02 ––
02 05
taxation 55 49
capital expenditure and financial investment
purchase of tangible assets 59 43
proceeds from sale of tangible fixed assets 01 02
net cash outflow from capital expenditure and financial investment 58 41
acquisitions
purchase of subsidiary undertakings 15 96 27
net cash acquired with subsidiary undertakings 15 –– 08
net cash outflow from acquisitions 96 19
equity dividends paid 91 86
net cash outflow before financing 76 53
financing
term loan 100 ––
issue of ordinary share capital 04 02
net cash inflow from financing 104 02
increasedecrease in cash 26 28 51
for the year ended 31 march 2004
the related notes numbered 1 to 28 form part of these financial statements
report  accounts 33 notes to the financial statements
1 accounting policies
accounting convention
the financial statements are prepared under the historical 
cost convention and in accordance with applicable accounting standards
the  principal accounting policies which have been applied consistently
throughout the year and the preceding year are summarised below
basis of consolidation
the group financial statements consolidate the financial statements of
business post group plc and its subsidiary companies for the year ended
31 march 2004 advantage has been taken of section 230 of the
companies act 1985 not to include the company’s own profit and loss
account the profit of the company for the year is £35m 2003 £22m
acquisitions and disposals
the results of businesses acquired or disposed of are consolidated from
or to the effective dates of acquisition or disposal
goodwill
purchased goodwill being the excess of the purchase consideration over
the fair value of identifiable net assets of the newly acquired
undertakings is capitalised and written off evenly over its estimated
useful economic life
turnover
turnover comprises the value of services provided and income earned in
respect of franchises sold net of value added tax
pension costs
contributions to the group sponsored employees’ personal pension plans
and defined contribution schemes are charged to the profit and loss
account in the year in which they accrue
leases
operating lease rentals are charged to the profit and loss account on a
straight line basis over the period of the lease except for nonoperational
properties where full provision is made for future rental costs less any
rental income up to the first break in the lease provision is also made for
the cost of making good dilapidations where required under property leases
the benefits of rent free periods on property leases are spread evenly
over the period of the lease up to the date of the next rent review
rentals received under operating leases are credited on a straight line
basis over the lease term even if the payments are not received on such
a basis
foreign exchange
transactions in foreign currencies are recorded in sterling at the rate
ruling at the transaction date monetary assets and liabilities
denominated in foreign currencies are translated at the rate ruling at the
balance sheet date all exchange differences are taken to the profit and
loss account as they arise
derivatives and financial instruments
financial assets are recorded at the lower of cost and net realisable
value
gains and losses arising as a result of interest rate derivatives which
manage the interest rate exposure on borrowings are carried forward so
that the profit and loss account reflects the rate of interest applicable to
the financial instrument that has been entered into
the group does not hold or issue derivative financial instruments for
speculative purposes
investments
fixed asset investments are shown at cost less provision for impairment
shares held by the employee share ownership trust for the purposes of
satisfying the company’s commitments under the long term incentive
plan are amortised over the life of the plan
impairment
the directors carry out a review of the carrying value of intangible and
tangible fixed assets if an event has taken place that suggests that there
could be an impairment in value where in their opinion there has been
an impairment then the assets concerned are written down to their
recoverable amount the amount of the impairment is charged to the
profit and loss account
depreciation
depreciation is calculated to write down the cost of tangible fixed assets
to their estimated residual values over the following useful economic
lives
• freehold buildings  fifty years on a straight line basis
• short leasehold premises  the period of the lease on a straight line
basis
• motor vehicles plant and equipment  10 to 333 annually on a
reducing balance basis
• computer equipment  20 to 33 annually on a straight line basis
deferred taxation
deferred tax is provided in full on timing differences between the
recognition of gains and losses in the financial statements and their
recognition in tax computations except that a net deferred tax asset is
recognised only when it can be regarded as more likely than not it will be
recovered deferred tax is provided at current rates and is not discounted
deferred tax assets and liabilities are offset where they relate to taxes
levied by the same tax authority and are in the same taxable entity or
group
34   business post group plc notes to the financial statements
2 segmental analysis of results
continuing
operations acquisitions total total
turnover 2004 2004 2004 2003
business segment £m £m £m £m
express 1275 –– 1275 1238
international 212 –– 212 182
homeserve 174 –– 174 76
courier 105 –– 105 45
other 17 –– 17 22
uk pallets –– 144 144
––
consolidated turnover 1783 144 1927 1563
operating profit 179 08 187 156
the business does not allocate or apportion any costs or assets to any business segments all turnover originates in one geographical area being the 
united kingdom
3 operating profit
2004 2003
£m £m
operating profit is stated after chargingcrediting
depreciation of tangible fixed assets 39 33
amortisation of goodwill 04 ––
loss on disposal of fixed assets 01 ––
operating lease rentals payable       plant and machinery 47 41
 other 24 18
operating lease rentals receivable    plant and machinery 09 09
 other 02 ––
auditors’ remuneration 01 01
 this includes £10000 2003 £10000 for the audit of the company
services provided by the group’s auditor
during the year the group obtained the following services from the group’s auditor at costs as detailed below
2004 2003
£m £m
audit services
 statutory audit 01 01
tax services
 compliance services 01 ––
02 01
4 employees
2004 2003
number number
the average number of persons including executive directors employed by the group during the year was as follows
administrative 206 139
operational 1676 1468
1882 1607
5 employment costs
2004 2003
£m £m
the employment costs incurred by the group including executive directors were
wages and salaries 319 241
social security costs 28 20
other pension costs 05 05
352 266
report  accounts 35 notes to the financial statements
6 pension costs
the group sponsors employees’ personal pension plans contributions were made by the group at rates of between 3 per cent and 125 per cent of the
eligible employees salaries in the year ended 31 march 2004 the directors’ pension arrangements are set out in the remuneration report
7 net interest receivable
2004 2003
£m £m
interest receivable 04 05
interest payable 04 ––
–– 05
8 directors’ remuneration
details of directors’ remuneration are set out in the remuneration report
9 taxation
2004 2003
£m £m
the charge for taxation is based on the profit for the year and comprises
uk corporation tax at 30 2003 30
 current year 57 49
deferred tax
 current year 01 ––
 prior year 03 ––
61 49
the differences between the total current tax shown above and the amount calculated by applying the standard rate of uk corporation tax to the profit before
tax is as follows
2004 2003
£m £m
profit on ordinary activities before tax 187 161
tax at 30 2003 30 thereon 56 49
expenses not deductible for tax purposes 02 ––
depreciation in excess of capital allowances 01 ––
current tax change 57 49
10 earnings per share
the basic earnings per share has been calculated by dividing the profit for the financial year of £126m 2003 £112m by the weighted average number of
ordinary shares in issue for the year ended 31 march 2004 of 53155846 2003 53048564 diluted earnings per share have been calculated by adjusting
the weighted average number of ordinary shares by 413426 2003 66914 for the effect of the exercise of share options increasing the number of shares to
53569272 2003 53115478
11 dividends
2004 2003
£m £m
interim of 595p 2003 56p paid on 5 january 2004 32 30
final of 1205p 2003 113p payable on 22 july 2004 64 60
96 90
total dividends per share 180p 169p
dividends amounting to £4433 2003 £5915 in respect of the company’s shares held by an employee share trust note 14 have been deducted in arriving
at the total dividends shown in the profit and loss account
36   business post group plc 12 intangible fixed assets  the group
goodwill
2004 2003
£m £m
cost
at 1 april 17 ––
additions 95 17
at 31 march 112 17
amortisation
at 1 april –– ––
charge for the year 04 ––
at 31 march 04 ––
net book amount at 31 march 108 17
the goodwill arising on the acquisition of both bxt ltd and weaver four oaks ltd is being amortised on a straight line basis over 20 years this period is
the period over which the directors estimate that the value of the underlying business acquired is expected to exceed the value of the underlying assets
13 tangible fixed assets  the group
motor
freehold short vehicles
land and leasehold plant and computer
buildings premises equipment equipment total
£m £m £m £m £m
cost
1 april 2003 230 07 120 127 484
additions –– –– 41 18 59
acquisition of subsidiary undertaking –– 02 03 –– 05
disposals –– 01 13 62 76
31 march 2004 230 08 151 83 472
depreciation
1 april 2003 20 02 70 88 180
disposals –– –– 12 62 74
charge for the year 04 01 16 18 39
31 march 2004 24 03 74 44 145
net book value
31 march 2004 206 05 77 39 327
31 march 2003 210 05 50 39 304
included in freehold land and buildings is freehold land with a cost of £77m 2003 £77m which is not depreciated
the company owned no tangible fixed assets at 31 march 2004 2003 £nil
notes to the financial statements
report  accounts 37 14 investments
investment in subsidiaries
2004 2003
£m £m
cost
1 april 27 ––
additions see note 15 116 27
31 march 143 27
amortisation
1 april –– ––
amortisation charge 04 ––
31 march 04 ––
net book amount as at 31 march 139 27
the company has the following principal wholly owned trading subsidiaries all operating within the united kingdom
percentage
country of of ordinary shares
nature of business incorporation held by the group
business post ltd parcel and express mail collection and delivery services england 100
bxt ltd technical courier services england 100
uk pallets ltd collection and delivery services for palletised goods england 100
own shares
£m
cost
1 april 2003 and 31 march 2004 02
amortisation
1 april 2003 and 31 march 2004 01
net book value
31 march 2003 and 31 march 2004 01
the company established an employee share ownership trust on 4 august 1999 whose purpose is to hold shares in the company for subsequent transfer 
to employees under the long term incentive plan at 31 march 2004 the trust held 24626 2003 35000 shares with a nominal value of £2463 2003 £3500
in the company which have been conditionally gifted to employees under the plan the market value of these shares at 31 march 2004 was £01m 2003 
£01m dividends are waived on all shares held by the trust until vested and the cost of the shares purchased are charged to the profit and loss account over
the relevant performance periods costs of administration are dealt with in the profit and loss account
15 acquisitions
on 26 july 2003 the group purchased weaver four oaks ltd trading as weaver pallet express a midlandsbased express palletised goods delivery business
for an initial amount of £89m in cash and a deferred amount of up to £35m comprising cash and shares in equal proportions on 4 august 2003 the company
name was changed to uk pallets ltd and trades under that name from the date of acquisition to 31 march 2004 the acquisition contributed £144m to turnover and
£08m to operating profit the contingent element is dependent on the results of uk pallets ltd for the year ended 31 march 2004 management have estimated
that the deferred consideration payable is £20m due no later than 31 july 2004
the last financial period for weaver four oaks ltd was for a fifteen month period ending 31 march 2003 and was audited by bdo stoy hayward the accounts
show a profit after tax of £09m for the period since that date to the date of acquisition weaver four oaks ltd unaudited management accounts show
£m
turnover 70
operating loss 01
loss before taxation 01
taxation ––
loss attributable to shareholders 01
notes to the financial statements
38   business post group plc notes to the financial statements
book fair value
value adjustments fair value
weaver four oaks ltd acquisition £m £m £m
tangible fixed assets 05 –– 05
debtors and prepayments 43 –– 43
creditors and accruals 20 01 21
taxation 05 –– 05
defered taxation 01 –– 01
net assets acquired 22 01 21
goodwill 95
total consideration 116
represented by
professional fees 07
consideration settled by cash 89
deferred consideration 20
116
the book value of assets and liabilities have been taken from the management accounts of weaver four oaks ltd at 26 july 2003 the date of acquisition
fair value adjustments comprise additional accruals for operating costs
16 debtors
group company
2004 2003 2004 2003
£m £m £m £m
trade debtors 345 259 –– ––
amounts due from subsidiary undertakings –– –– 487 449
amounts due from franchisees 52 60 –– ––
other debtors 08 16 –– ––
prepayments and accrued income 17 14 02 ––
422 349 489 449
included in amounts due from franchisees are amounts recoverable after more than one year in respect of loans of £48m 2003 £51m for the group and
£nil for the company 2003 £nil
17 creditors amounts falling due within one year
group company
2004 2003 2004 2003
£m £m £m £m
term loan note 18 10 –– 10 ––
bank overdraft 02 –– –– ––
trade creditors 76 50 –– ––
amounts owed to franchisees 39 29 –– ––
corporation tax 28 22 –– ––
other taxes and social security 31 44 –– ––
other creditors 01 –– –– ––
deferred consideration 20 –– 20 ––
accruals and deferred income 34 14 –– ––
dividends 65 60 65 60
306 219 95 60
included within dividends payable is £50000 of unclaimed dividends
report  accounts 39 18 creditors amounts falling due after one year
group company
2004 2003 2004 2003
£m £m £m £m
unsecured term loan 90 –– 90 ––
the term loan whilst unsecured is guaranteed by subsidiaries of business post group plc and is repayable in equal annual instalments of £1m
19 provisions for liabilities and charges  the group
deferred property
taxation leases total
£m £m £m
1 april 2003 07 03 10
charged to profit and loss account
deferred taxation 04 –– 04
dilapidations –– 01 01
acquisition of subsidiary undertaking 01 –– 01
31 march 2004 12 04 16
the provision for property leases relates to dilapidations on properties under leases expiring within 1 year and up to 17 years
deferred taxation 2004 2003
£m £m
deferred taxation potential and provided in respect of
accelerated capital allowances 12 08
other timing differences –– 01
31 march 12 07
20 called up share capital
2004 2003
£m £m
1 authorised
70000000 ordinary shares of 10p each 70 70
2 issued allotted and fully paid
53297614 ordinary shares of 10p each 2003 53105014 53 53
all of the shares issued during the year relate to the exercise of share options the consideration received was £04m
3 share options
options granted as at 31 march 2004 under the business post group plc share option schemes were as follows
subscription normal
number price per share exercise date
senior executive share option scheme i 13274 226p 080604 to 080611
senior executive share option scheme ii 163716 226p 080604 to 080611
employee share option scheme 12641 214p 300698 to 300605
sharesave scheme 213045 170p  338p 010204 to 010806
new executive 2001 share option scheme 2623917 204p  487p 310704 to 300713
franchisee 279588 380p  411p 120705 to 300613
notes to the financial statements
40   business post group plc 21 reserves
profit and loss account group company
£m £m
1 april 2003 306 281
retained profit for the year 30 35
31 march 2004 336 316
share premium account group company
£m £m
1 april 2003 99 99
premium on shares issued 04 04
31 march 2004 103 103
22 reconciliation of movements in equity shareholders’ funds group
2004 2003
£m £m
retained profit for the year 30 22
new share capital subscribed 04 02
net addition to shareholders’ funds 34 24
opening shareholders’ funds 458 434
closing shareholders’ funds 492 458
23 derivatives and other financial instruments
short term debtors and creditors
short term debtors and creditors have been excluded from all the following disclosures other than the currency risk disclosures
interest rate risk profile of financial liabilities
the interest risk profile of the groups financial liabilities at 31 march 2004 after taking account of the interest rate cap used to manage the interest 
profile was
2004 2003
book floating rate book floating rate
value financial value financial
total liabilities total liabilities
currency £m £m £m £m
sterling term loan 100 100 –– ––
sterling bank overdraft 02 02 –– ––
102 102 –– ––
the interest rate on the term loan is based on a floating rate linked to the london inter bank offer rate “libor” a separate interest rate cap exists to reduce
exposure to fluctuations in the libor rate ensuring that the interest exposure is capped at 60 the loan has been disclosed as a floating rate financial liability
as the interest rate cap has not been breached the interest rate on the overdraft is based on a floating rate linked to the bank of england rate
all the groups creditors falling due within one year other than bank and other borrowings are excluded from the above table either due to the exclusion of
short term items or because they do not meet the definition of a financial liability such as tax balances
notes to the financial statements
report  accounts 41 notes to the financial statements
interest rate risk profile of financial assets
2004 2003
long term long term
interest interest
cash at bank earning cash at bank earning
and in hand debtors total and in hand debtors total
£m £m £m £m £m £m
currency
sterling 43 52 95 11 60 71
euro 03 –– 03 05 –– 05
at 31 march 46 52 98 16 60 76
floating rate 46 52 98 16 60 76
at 31 march 46 52 98 16 60 76
long term debtors earn interest based on a floating rate linked to the bank of england rate
maturity of financial liabilities
the maturity profile of the carrying amount of the group’s financial liabilities other than short term trade creditors and accruals was as follows
2004 2003
group company group company
debt debt debt debt
£m £m £m £m
on demand or within one year note 17 32 30 –– ––
between one and two years 10 10 –– ––
between two and five years 40 40 –– ––
after five years 40 40 –– ––
122 120 –– ––
the group has undrawn borrowing facilities of £10m these facilities are in place until 30 june 2004
the only monetary asset or liability that is denomination in a foreign currency is a euro bank account balance of £03m 2003 £05m
fair value of financial assets and liabilities
the following table provides a comparison by category of the carrying amounts and the fair values of the groups financial assets and liabilities at 31 march
2004 and 2003 fair value is the amount at which a financial instrument could be exchanged in an arms length transaction between informed and willing
parties other than a forced or liquidation sale and excludes accrued interest where available market values have been used to determine fair values where
market values are not available fair values have been calculated by discounting expected cash flows at prevailing interest rates set out below is a summary
of the methods and assumptions used for each category of financial instrument 
42   business post group plc notes to the financial statements
2004 2003
book value fair value book value fair value
£m £m £m £m
primary financial instrument held or issued to finance 
the groups operations
short term borrowings 12 12 –– ––
long term borrowings 90 90 –– ––
cash at bank and in hand 46 46 16 16
interest earning long term debtors 52 52 60 60
derivative financial instrument held to manage the
interest rate profile
interest rate cap 02 02 –– ––
an interest rate cap agreement expiring on 31 july 2008 with interest capped at 6 was taken out during the year to minimise exposure to increases in
the floating rate of interest on the term loan note 18
derivative financial instrument held to manage 
fuel volatility profile
2004 2003
book value fair value book value fair value
£m £m £m £m
fuel forward contract –– –– –– 01
the fuel forward contract hedges against fluctuations in the purchase price of diesel and expired on 31 march 2004 a new contract was entered into on 
1 april 2004 which expires on 31 march 2005
summary of methods and assumptions
interest rate cap
shortterm deposits and borrowings
long term borrowings
hedges
as explained in the financial review section of the report and accounts entitled exposure to financial risk the groups policy is to hedge the following
exposures
interest rate risk  using interest hedges
fuel fluctuation  using specific price hedges
there are no unrecognised gains or losses arising from the above hedges which have not been charged to the profit and loss account during the year
fair value is based on the market price of comparable instruments at the balance
sheet date
the fair value of shortterm deposits loans and overdrafts approximates to the
carrying amount because of the short maturity of these instruments
the fair value of the bank loan approximates to the value reported in the balance
sheet since it carries a floating rate where payments are reset to market rates at
intervals less than one year
report  accounts 43 notes to the financial statements
financial instruments held for trading purposes
the group does trade in financial instruments
2004 2003
book value fair value book value fair value
£m £m £m £m
primary financial instrument cash at bank and in hand 46 46 16 16
derivative financial instrument fuel forward contract –– –– –– 01
derivative financial instrument interest rate cap 02 02 –– ––
24 financial commitments
1 operating leases
at 31 march the group had the following annual commitments in respect of noncancellable operating leases
group group
2004 2003
land and land and
buildings other buildings other
£m £m £m £m
expiring within one year 01 05 01 03
expiring within two to five years 08 39 05 30
expiring after five years 12 –– 11 ––
21 44 17 33
2 capital commitments group
2004 2003
£m £m
contracted for at 31 march 04 ––
25 reconciliation of operating profit to operating cash flows 2004 2003
£m £m
operating profit 187 156
depreciation and amortisation 43 33
increase in debtors 36 63
increase in creditors 13 16
increase in provisions 01 ––
decreaseincrease in net amounts due from franchisees 18 05
net cash inflow from operating activities 226 137
the cashflow contribution from the acquisition of uk pallets ltd formerly weaver four oaks ltd includes £08m inflow from operating activities £04m
outflow from taxation paid and a net £04m outflow from capital expenditure
44   business post group plc notes to the financial statements
26 analysis of net funds
2004 2003
£m £m
1 april 16 67
increasedecrease in cash 28 51
31 march 2004 44 16
all cash was denominated in sterling at 31 march 2004 except for £03m held in euro current accounts a commentary of the group’s treasury policy is
included in the financial review
27 analysis of net debt
at 1 april at 31 march
2003 cash flow 2004
£m £m £m
cash at bank in hand 16 30 46
overdrafts –– 02 02
16 28 44
debt due within one year –– 10 10
debt due after one year –– 90 90
–– 100 100
net debt 16 72 56
28 ultimate controlling party
p kane a director of the company and members of his close family and certain family trusts the beneficiaries of which are persons connected with p kane
control directly and indirectly 465 of the issued share capital of the company in addition his brother m kane controls a further 131 of the issued share
capital of the company
report  accounts 45 five year summary of results
2004 2003 2002 2001 2000
£m £m £m £m £m
turnover 1927 1563 1317 1237 1143
cost of sales 1496 1221 1001 951 848
gross profit 431 342 316 286 295
administrative expenses 244 186 170 163 133
operating profit before goodwill amortisation 191 156 146 123 162
goodwill amortisation 04 –– –– –– ––
operating profit 187 156 146 123 162
net interest receivable –– 05 05 04 04
profit on ordinary activities before taxation 187 161 151 127 166
taxation 61 49 45 38 50
profit for the financial year 126 112 106 89 116
dividends 96 90 85 80 80
retained profit transferred to reserves 30 22 21 09 36
earnings per share  basic 238p 212p 200p 169p 219p
dividends per share 180p 169p 160p 151p 151p
the calculation of earnings per share for the five years ended 31 march 2004 is based on the following weighted numbers of shares in issue
31 march 2004 53155846
31 march 2003 53048564
31 march 2002 53012798
31 march 2001 53007905
31 march 2000 52903803
46   business post group plc notice of meeting
notice is hereby given that the annual general meeting of business post group plc will be held at the london capital club 15 abchurch lane london ec4 at 12
noon on 13 july 2004 for the following purposes 
ordinary business
1 to receive the directors’ report and the accounts for the year ended 31 march 2004 resolution 1
2 to declare a final dividend of 1205p net per ordinary share for the year ended 31 march 2004 payable to 
shareholders on 22 july 2004 who are on the register on 2 july 2004 resolution 2
3 to approve the remuneration report of the directors resolution 3
4 to elect philip stephens as a director resolution 4
5 to reelect guy buswell as a director resolution 5
6 to reelect paul carvell as a director resolution 6
7 to reelect russell hodgson as a director resolution 7
8 to reappoint the auditors pricewaterhousecoopers llp  and to authorise the directors to determine the auditors’ remuneration resolution 8
special business
to consider and if thought fit to pass the following resolutions which will be proposed as to resolution 9 as an ordinary resolution and as to resolutions 10 and
11 as special resolutions 
9 that 
91 the directors be and they are hereby generally and unconditionally authorised for the purposes of section 80 of the companies act 1985 “the act” to
exercise all the powers of the company to allot relevant securities within the meaning of section 802 of the act up to a maximum aggregate nominal
amount of £1670239 provided that this authority shall unless previously revoked or varied by the company in general meeting expire at the conclusion
of the next annual general meeting of the company after the passing of this resolution save that the company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in  pursuance
of such an offer or agreement as if the authority conferred hereby had not expired and 
92 the authority hereby conferred upon the directors replaces the authority conferred upon the directors pursuant to the resolution passed by shareholders of
the company on 10 july 2003 provided that such replacement shall not have retrospective effect 
resolution 9
10 that 
101 the directors be and they are hereby empowered to allot equity securities within the meaning of section 94 of the companies act 1985 “the act”
wholly for cash pursuant to the authority conferred on the directors by resolution 9 contained in the notice of the annual general meeting of the
company of which this resolution forms part as if subsection 1 of section 89 of the act did not apply to any such allotment provided that this power
shall be limited to 
1011 the allotment of equity securities in connection with a rights issue open offer or otherwise in favour of ordinary shareholders where the equity 
securities respectively attributable to the interests of all ordinary shareholders are proportionate as nearly as may be to the respective number of
ordinary shares held by them and for the purposes of this resolution “rights issue” means an offer of equity securities open for acceptance for a
period fixed by the directors to 
a holders on the register on a fixed record date of ordinary shares in proportion to their respective holdings and 
b holders on the register on a fixed record date of other equity securities to the extent expressly required or if considered appropriate by the 
directors permitted by the rights attached thereto 
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements 
or legal or practical problems under the laws of or the requirements of any regulatory body or any stock exchange or otherwise in any territory and 
1012 the allotment otherwise than pursuant to paragraph 1011 above of equity securities up to an aggregate nominal value of £266488 
and shall unless previously revoked or varied by the company in general meeting expire on the earlier of 13 october 2005 or the conclusion of the 
next annual general meeting of the company after the passing of this resolution save that the company may before such expiry make an offer or 
agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance 
of such offer or agreement as if the power conferred hereby had not expired and 
102 all authorities conferred under section 95 of the companies act 1985 prior to the date of this annual general meeting be and they are hereby revoked
provided that such revocation shall not have retrospective effect 
resolution 10
report  accounts 47 notice of meeting
11 that pursuant to article 9 of the company’s articles of association and section 166 of the companies act 1985 the company be and is hereby authorised
to make market purchases of ordinary shares of 10p each in the capital of the company provided that 
111 the maximum number of ordinary shares hereby authorised to be purchased is 5329761 
112 the minimum price which may be paid for each ordinary share is 10 pence per ordinary share which amount shall be exclusive of expenses 
113 the maximum price which may be paid for each ordinary share is in respect of an ordinary share contracted to be purchased on any day an amount
exclusive of expenses equal to 105 of the average of the midmarket quotations for an ordinary share of the company as derived from the daily official
list of the london stock exchange for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased 
114 the authority hereby conferred shall expire on the earlier of 13 october 2005 or the conclusion of the next annual general meeting of the company
after the date of passing this resolution unless such authority is renewed prior to such time and 
115 the company may conclude a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will
or may be exercised wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract
as if the authority hereby conferred had not expired 
resolution 11
by order of the board 
peter fitzwilliam 
company secretary 
18 may 2004 
notes
1 a member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend and on a poll to vote instead of
him  such proxy or  proxies need not be a member of the company 
2 a form of proxy is provided to be effective a form of proxy must be completed signed and together with the original or a notarially certified copy of any
power of attorney or other authority under which it is executed lodged at the company’s registered office at 464 berkshire avenue slough berkshire sl1 4pl
not later than 48 hours before the time of the meeting depositing a completed form of proxy will not preclude a member from attending the meeting and voting
in person 
3 there will be available for inspection at the registered office of the company on any weekday except saturday during normal business hours from the date
of this notice until the day of the annual general meeting and at the place of the annual general meeting for a period of 15 minutes prior to and during the
annual general meeting copies of contracts of service between directors and the company and the register of directors’ interests in shares of the company
kept in accordance with section 325 of the act 
4 the company pursuant to regulation 41 of the uncertified securities regulations 2001 specifies that only those shareholders registered in the register of
members of the company as at 600 pm on 9 july 2004 shall be entitled to attend and vote at the aforesaid general meeting in respect of the number of shares
registered in their name at that time changes to entries on the relevant register of securities after 600 pm on 9 july 2004 shall be disregarded in determining
the right of any person to attend or vote at the meeting 
48   business post group plc 30 june 2004 shares become ex dividend
2 july 2004 record date for dividend
13 july 2004 annual general meeting
22 july 2004 payment of final dividend for the year ended 31 march 2004
november 2004 announcement of interim results and interim dividend for the year ending 31 march 2005
january 2005 payment of interim dividend for the year ending 31 march 2005
financial calendar
operations
express house wolseley drive
heartlands birmingham  b8 2sq
tel 0121 335 1000
fax 0121 335 1003
wwwbusinesspostbiz
finance
464 berkshire avenue
slough berkshire  sl1 4pl
tel 01753 706000
fax 01753 706141
wwwbusinesspostbiz
company number
02800218
head offices
designed and produced by business post marketing 


Summary:
 report  accounts 2004
01
business post
highlights
the year ended 31 march
2004 has seen another year
of successful progress in 
line with our three year plan
financial
turnover up by 
23 to £1927m
operating profit before goodwill 
up by 22
operating profit after goodwill 
up by 20
earnings per share before 
goodwill up by 16
earnings per share after 
goodwill up by 12
dividends per share up 
7 to 180p
operational
deliveries of palletised goods now offered
through the acquisition of uk pallets
launch of uk mail after the end of the year
exceptional growth in home delivery
volumes via homeserve