Booker Group PLC 2013

Annual Report & Accounts 2013
Booker Group plc

Equity House
Driving and broadening the business
Irthlingborough Road
Wellingborough
Northants NN8 1LT booker group plc
www.bookergroup.com annual report & accounts 2013
Booker Group is the UK’s leading food wholesaler.
The Group now comprises Booker Wholesale, Makro, Booker Direct, Classic
Drinks, Ritter Courivaud, Chef Direct and Booker India. Together we are
privileged to serve 1.5 million customers.
Highlights 1
Business Profile 2
Chairman’s Statement 3
Chief Executive’s Review 4
Group Finance Director’s Report 7
Directors and Officers 10
Corporate Governance 12
Audit Committee Report 18
Nomination Committee Report 21
Remuneration Report 23
Directors’ Report 37
Consolidated Income Statement 42
Consolidated Statement of Comprehensive Income 42
Consolidated Balance Sheet 43
Consolidated Cash Flow Statement 44
Consolidated Statement of Changes in Equity 45
Notes to the Group Financial Statements 46
Company Balance Sheet 71
Notes to the Company Financial Statements 72
Statement of Directors’ Responsibilities 75
Independent Auditor’s Report to the Members of Booker Group plc 76
Directors, Officers and Professional Advisers 77
Notes: This document includes forward looking statements with respect to Booker Group plc’s (the Group’s) plans and its current goals and expectations relating to its future financial condition,
performance and results. These forward looking statements sometimes contain words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘may’, ‘might’, ‘will’, ‘could
‘ or other words of similar meaning. Any forward looking statements made throughout this document represent management’s best judgement as to what may occur in the future. However,
by their nature, forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond the Group’s
control, including, among other things, those risks listed in the Corporate Governance section of these Report and Accounts. As a result, the Group’s actual financial condition, performance
and results for the current and future fiscal periods and corporate developments may differ materially from those expressed or implied by the plans, goals and expectations set forth in any
forward-looking statements, and persons receiving this document should not place reliance on forward-looking statements.
The Group expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this document or any other forward-
looking statements it may make or to reflect any change in the Group’s expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement
is based. Forward-looking statements made in this document are current only as of the date on which such statements are made.
Booker Group plc
annual report & accounts 2013
Highlights
“In November 2005 we announced the plan to Focus, Drive and Broaden
the business. We continue to make good progress.”
Charles Wilson, Chief Executive.
Net (Debt)/Cash Sales change Operating Profit Dividend Per Share

£m % £m p
2006 (124.8) (5.9) 21.7
2007 (76.5) (0.9) 35.7
2008 (47.2) 2.3 46.1 0.3p
2009 (24.9) 3.3 57.8 1.0p
2010 7.0 6.5 66.6 1.27p
2011 27.1 6.2 76.5 1.67p
2012 63.4 7.3 88.6 2.28p
2013 77.2 3.5 99.1 2.63p
Financial Highlights (Makro not consolidated) Operational Highlights

2012/13 was a 52 week reporting period, however 2011/12 was • Customer satisfaction continued to improve and we
a 53 week reporting period. In order to make a comparison sales increased sales by £135m
and profit are compared with the first 52 weeks of last year.
• Sales to caterers +6.2% and sales to retailers +2.0%
• Total sales £4.0bn, +3.5%
• Like-for-like sales +3.3%: non tobacco +4.5%, tobacco +1.3% • Delivered sales up 9.5% to £1.15bn
• Operating profit (pre £3m exceptional charge related • Internet sales up 10.9% to £704m
to Makro acquisition costs) +12% to £99.1m
• Profit before tax +13% to £101.4m • Booker Direct, Ritter Courivaud and Classic are performing
well and Chef Direct is becoming the new force in
• Profit after tax +12% to £83.1m foodservice
• Basic earnings per share up 0.16 pence to 4.93 pence,
after equity dilution arising from the share element of the • Clearance from the Competition Commission was received
Makro consideration on 19 April 2013. Makro and Booker are now coming
together to improve choice, price and service for caterers,
• Net cash of £77.2m (2012: £63.4m), after paying £15.8m retailers and small business via the web, delivery and cash
in respect of the cash element of the Makro consideration and carry
• Proposed final dividend up 15% at 2.25 pence per share,
making a total dividend for the year of 2.63 pence per • Our Indian business currently has four branches and
share, up 15% continues to make progress with the opening of a further two
in the year ahead
1
Booker Group plc
BUSINESS PROFILE (eXCLUDING MAKRO)
In the UK, Booker has 172 cash and carry business centres and a national delivery network which includes the Ritter-Courivaud
and Classic Drinks businesses acquired in October 2010.
Customer Sales Sales Sales Sales2 Sales

Numbers £bn £bn £bn £bn £bn
52 Weeks 000’s1 2009 2010 2011 2012 2013
Caterers 341 0.93 1.01 1.11 1.22 1.28
Retailers 86 2.19 2.31 2.41 2.56 2.62
Others 77 0.06 0.07 0.08 0.08 0.09
Total 504 3.18 3.39 3.60 3.86 3.99
Of our sales, £2.5bn is non-tobacco and £1.5bn is tobacco.
Sales Sales Sales Sales2 Sales

£bn £bn £bn £bn £bn
52 Weeks 2009 2010 2011 2012 2013
Non Tobacco 1.95 2.09 2.24 2.39 2.50
Tobacco 1.23 1.30 1.36 1.47 1.49
Total 3.18 3.39 3.60 3.86 3.99
£2.8bn of our sales are collected from the cash and carry by the customer. £1.2bn is delivered to the customers’ premises.
Sales Sales Sales Sales2 Sales

£bn £bn £bn £bn £bn
52 Weeks 2009 2010 2011 2012 2013
Collected from cash and carry 2.50 2.59 2.67 2.81 2.84
Delivered to customers’ premises 0.68 0.80 0.93 1.05 1.15
Total 3.18 3.39 3.60 3.86 3.99
Substantial progress has been achieved.
2009 2010 2011 20122 2013

Sales Change (52 Weeks) % +3.3 +6.5 +6.2 +7.3 +3.5
Operating Profit (52 Weeks) £m 57.8 66.6 76.5 88.6 99.1
Net (Debt) / Cash £m (24.9) 7.0 27.1 63.4 77.2
1
Includes approximately 12,000 customers of Booker India, 3,000 of Ritter-Courivaud and 3,000 of Classic Drinks
2
2012 was a 53 week statutory reporting period
2
Booker Group plc
chairman’s Statement
I am pleased to report that Booker Basic earnings per share were 4.93
Group plc has delivered another good pence, up from 4.77 pence (52 weeks) Booker Group
performance. In the 52 weeks to 29 last year, after a 9.99% equity dilution
March 2013 sales rose by 3.5% to arising from the share element of the plc has delivered
£4.0bn and operating profit of £99.1m
was up 12% as customer satisfaction
Makro consideration. Given the strong
operational performance and cash flow
another good
continued to improve. The financial
performance was good and the Group
of the business the Board recommends
the payment of a final dividend of 2.25
performance
ended the financial year with net cash pence per share (2012: 1.95 pence per
of £77.2m. The drive into the catering share) which, together with the interim
market is working, with sales to caterers dividend, makes a total dividend for the
up by 6.2%. Sales to retailers also rose year of 2.63 pence per share (2012: 2.28
by 2.0%. pence per share). The final dividend is
payable on 12 July 2013 to shareholders
The plans to ‘Broaden’ the business on the register on 14 June 2013.
are going well. In the 52 weeks to 29
March 2013 Booker distributed £1.15bn Outlook
of product to our customers’ premises The economy is expected to remain
versus £1.05bn last year as we continue difficult in the year ahead and the
to expand our delivered service. We food wholesale market remains very
launched Chef Direct last year and competitive. Nevertheless, we expect
are pleased to have been awarded to continue to make progress in this
a number of prestigious accounts. challenging environment. The Group’s
Internet sales were £704m compared to trading in the first seven weeks of the
£635m in the previous year and Booker current financial year is ahead of last
India is making good progress. year and we remain on course to meet
our expectations for the year.
During the year we also acquired Makro.
As the Competition Commission’s
Annual General Meeting
clearance of the transaction was
Our Annual General Meeting will be
received on 19 April 2013, Makro has not
held on 10 July 2013. The notice of
been consolidated into these accounts.
Annual General Meeting separately
We are delighted to have the team from
accompanies this document.
Makro join Booker Group and we are
also pleased to have Metro AG as a
strategic partner and major shareholder.
Richard Rose
I should like to thank all our colleagues
for their contribution to the success of Chairman
the Group in the year just ended.
3
Booker Group plc
Chief executive’s review
Since November 2005 Booker Group • During the year the UK food industry
has been seeking to ‘Focus, Drive and was challenged by horsemeat being Since November
Broaden’ the business. We continue to found in some comminuted beef
make good progress. products. Over the past five years 2005 Booker Group
FOCUS
Booker has made good progress in
tightening quality requirements and
has been seeking
(commenced November 2005) supply chain controls. None of our to ‘Focus, Drive
Booker seeks to become the most products were found to contain horse
efficient operator in our sector. Bryn DNA. We will continue to improve and Broaden’
Satherley and his team continue to
improve business efficiency. We ‘stop,
quality and supply chain control in the
years ahead. the business
simplify and standardise’ work and Prices Down
invest most of the savings in customer • Ours is a very price competitive
service. Through tight cash management market. Every week we monitor
we have now increased net cash from prices versus competitors and
£63.4m last year to £77.2m this year. during the year our price index
This is after paying £15.8m as the cash remained competitive. In the year we
consideration for the Makro deal. “locked down” prices for caterers
which has proved very effective in
DRIVE helping caterers plan their menu
(commenced March 2006) with confidence.
Booker Wholesale, our cash and carry
Better Service
business, served 486,000 customers
• Stock availability further improved
this year up from 465,000 last year. Guy
to be the best we have achieved.
Farrant and the team continue to ‘Drive’
choice, price and service. Each year • Our people are doing an excellent job.
we survey 40,000 customers to identify Our customers rate Booker people
where improvements can be made. highly. Business Centre teams have
Customer satisfaction improved again been trained in PRIDE to help improve
this year and our customer count has the Parking, Reception, Internal,
increased again, by 21,000 customers. Delivery and Exit experience.
• We have continued to expand
Choice Up and improve our delivery service.
• In 2007 we launched Euro Shopper as
an entry price brand for independent • We have more specialist butchers and
retailers. It now has retail sales of greengrocers within the business.
£156m. The range has 83 products
and retailers achieve a minimum of Catering
30% margin. • Catering Sales grew by 6.2% to
£1.4bn, as our choice, price and
• In 2010 we launched Farm Fresh. service continued to improve. Our
Sales in the year to 29 March 2013 catering development sales force
were £55m. The quality and freshness continues to serve our existing
of the produce is second to none and customers and to introduce new
can be delivered to our customers customers to Booker.
within 48 hours of being harvested.
• Chef’s Larder is our own label brand
for caterers. Sales were £207m, up
13% on the prior year. Progress has
been made across the range.
4
Booker Group plc
Premier as we have increased capacity for Booker Direct/Ritter-Courivaud/

• Premier, Booker’s symbol group, delivery, and an integrated supply Classic Drinks/Chef Direct
grew by 11%. The estate grew to chain will improve availability. This • Mark Aylwin and his team are
2,802 stores. The retail development should help the Group grow to an building our delivered wholesale
team has put a lot of work into estimated £6bn of sales in the next business. Booker Direct has great
compliance and building the sales few years. I am pleased that Steve customers including the prison
and profits of existing Premier stores. Blan and the team at Makro are service in England and Wales, Marks
already settling into the Group. We & Spencer and most of the cinema
BROADEN paid for Makro through issuing 9.99% chains in the UK.
(commenced April 2007) of our equity to Metro AG and a cash
In the UK, Booker seeks to offer the payment of £15.8m. We are delighted • In 2010 we acquired Classic Drinks,
best choice, price and service to to have Metro AG as a strategic an on-trade wholesaler supplying
caterers, retailers and small business. partner and major shareholder. We pubs and licensed customers mainly
We also seek to become the suppliers’ can see opportunities to source with in the North West. We are in the
preferred route to market. We also want Metro AG and to share expertise process of rolling this expertise out
to sell new products and services and to the benefit of our UK business. on a national basis.
reach new customers. In India we seek The transaction has taken a year to
to become the best supplier to Kirana complete and I am very grateful to all • In 2010 we acquired Ritter-Courivaud,
stores. To achieve these objectives, in Booker and Makro who have been a leading speciality food supplier to
we are ‘Broadening’ the business. patient during this process. restaurants. Through combining the
‘Broaden’ includes: logistics expertise we have in Booker
Improving the cash and carry Direct, with the catering knowledge
business centre experience from Ritter-Courivaud and the
Makro
• The most important change we have • We have now converted 145 of our Groups’ buying scale, we launched
made to Broaden the Group is the 172 business centres to the ‘Extra’ Chef Direct in 2012. Chef Direct is
acquisition of Makro. Makro serves format. This features a lighter, based in Didcot and has won some
1 million small business customers, brighter business centre environment important clients such as Aramark
has great people, good locations and an improved choice, price and and Loch Fyne Restaurants.
and excellent products. Through service. The conversion pays back in
Booker and Makro coming together around a year and we plan to convert • In the last year the Group delivered
we seek to become the UK’s leading a further 5 business centres to ‘Extra’ £1.1bn of product to retailers and
wholesaler to caterers, retailers and in the year ahead. The lessons from caterers in the UK. Through using
small businesses. We will offer our Extra will be rolled to the rest of the some of the space in the Makro
customers better choice, prices business and to Makro. business centres we will be able to
and service via the internet, delivery increase our delivered business.
and cash and carry. The transaction
Harnessing the Internet
was cleared by the Competition • Sales at booker.co.uk were £704m, Booker India
Commission on 19 April 2013 and as up from £635m last year and £15m • In September 2009 we opened our
a result the Makro financials were not in 2005. All these sales are delivered first business centre in Mumbai. We
consolidated into the Group accounts to our customers’ premises. We have now have 12,000 customers and
for the year to 29 March 2013. The 255,000 customers registered on the customer reaction has been
real merits of the transaction will the website compared to 170,000 excellent. We have also launched
appear in the next few years. We last year. Customers can view their 185 Happy Shopper symbol retailers
will combine the best ranges from account details, use an iPhone app which harness the lessons from
Makro and Booker to improve overall and order products. We have also Premier in the UK for the Kirana
choice. Through consolidating buying developed our first customer forum stores of Mumbai. In 2011 we opened
volumes we should improve prices for Premier customers. our first joint venture business centre
for customers. Service will improve in Pune. Our partner in Pune is
5
Booker Group plc
Chief executive’s review

continued
Satnam Arora, who has expertise “butchery apprenticeship”. 28 new

which compliments our own. We now butchers graduated this year and
have 3 branches in Mumbai and one 42 signed up for the next scheme.
joint venture branch in Pune. We look We developed a similar scheme for
forward to developing the Booker greengrocers with 47 colleagues
offer to become the best choice, graduating this year and 85 signing
price and service supplier to Kirana up for the coming year.
stores and caterers. We anticipate
opening a further two branches in • For the sixth year running, the
2013/14. performance of the business means
our people have shared in our
Sustainability success through our bonus system.
• Booker was the first UK food With this great team of people Booker
wholesaler to be awarded the Carbon will continue to make progress in the
Trust Standard and the first to year ahead.
achieve certification. Booker are also
• We are delighted to have the team
The Grocer Gold “Green Wholesaler
at Makro join the Group. Together
of the Year” 2012.
we will build a company which
• Booker ranked higher than any major improves choice, price and service
wholesaler or multiple retailer in the for our customers.
2012 Government Carbon Reduction
Our plan to Focus, Drive and Broaden
Commitment league table.
the business remains on track.
• 13,000 customers are now recycling Customer satisfaction continued to
with Booker through the packaging improve and we grew sales by over
and used cooking oil recycling £135m. Most importantly we teamed
services. This helps our customers up with Makro. Together Booker and
save money, increase recycling Makro will become the UK’s leading
levels and support more sustainable wholesaler to caterers, retailers and
communities throughout the UK. small businesses. We will provide
our customers with improved choice,
• Overall Booker recycling volumes are prices and service via the internet,
up 42% against last year. delivery and cash and carry. We have
a great team at Booker and Makro and
• We donated 126,000 meals to charity together we will help our customers
in the last quarter. A national roll out prosper in the year ahead.
is underway for every branch to link
up with local food charities.
People Charles Wilson

• The progress at Booker has been Chief Executive
achieved by our great team of people.
We are committed to continuing to
make Booker better and safer for
colleagues. We are also developing
talent. For example, there is a
shortage of butchers in the trade, so
we have partnered with the University
of West London to develop a formal
6
Booker Group plc
group finance
director’s report
Financial Review
2012/13 was a 52 week reporting period, however 2011/12 was a 53 week reporting period. In order to make a comparison
to last year, all reported income statement numbers in the Financial Review are compared with the first 52 weeks of last year.
The summary of results for the group is as follows:

2013 2012 2012 Change
£m £m £m %
(52 weeks) (53 weeks) (52 weeks) (52 weeks)
Revenue 3,992.2 3,932.8 3,856.8 + 3.5
Operating profit (before exceptional items) 99.1 89.6 88.6 + 11.9
Profit before tax 101.4 90.8 89.7 + 13.0
Profit after tax 83.1 74.9 74.0 +12.3
Basic earnings per share (pence) 4.93 4.83 4.77 + 3.4
Overall Group revenue increased by The underlying effective tax rate (being The final dividend increases the total
3.5% to £4.0bn. Non tobacco like for like the tax charge as a percentage of profit dividend for the year to 2.63 pence
sales increased by 4.5% while like for like before taxation and exceptional items) per share, up 15% on 2012 (2012: 2.28
tobacco sales increased by 1.3%. for the Group of 17.5% (2012: 17.5%) was pence per share).
below the standard rate of corporation
Operating margin increased by 0.18 tax in the UK, due principally to the Cash Flow
percentage points to 2.48% (2012: utilisation of tax assets not recognised Management has continued to focus
2.30%) increasing group operating profit in prior years and utilisation of Makro’s on cash generation resulting in a net
by £10.5m to £99.1m. The improvement post acquisition tax losses. improvement of £13.8m in the year
in margin was due to a favourable to close with a net cash position of
product mix and control of costs. The Group has other unrecognised tax £77.2m at 29 March 2013. Earnings
assets, including Makro tax losses, but before interest, tax, depreciation and
Exceptional stamp duty and deal fees the quantum and timing of utilisation amortisation (‘EBITDA’) of £113.4m,
of £3m were charged in relation to is not certain. Utilisation of these tax funded the part cash consideration
acquiring Makro. assets could result in the effective tax of £15.8m for the Makro business,
rate remaining below 20% for the next capital expenditure of £14.1m
The net finance credit of £5.3m (2012: three years, subject to the manner
£1.1m) comprised: (2012: £24.1m) and the payment of
of integration of Makro into the wider £37.0m of dividends (2012: £26.5m).
• cost of borrowing of £0.5m (2012: Booker Group.
£0.8m) Pensions
Profit after tax was £83.1m, an increase
• the amortisation of fees and The Booker Pension Scheme (‘the
of £9.1m compared to 2012.
discounting of provisions of £1.7m Scheme’) is a defined benefit scheme
(2012: £4.3m) Basic earnings per share rose to 4.93p, that was closed to new members in
up 3.4% from 4.77p in 2012, after a 9.99% October 2001, and was closed to
• a credit relating to the expected future accruals for existing members
return on pension scheme assets equity dilution arising from the share
element of the Makro consideration. in August 2002. At 29 March 2013, the
less amortisation of liabilities of Scheme had an IAS 19 deficit of £6.8m
£7.5m (2012: £6.2m). IAS 19 (Revised) (2012: £19.0m), comprising Scheme
‘Employee Benefits’ will be effective Dividend
The Board is recommending a final assets of £608.7m and estimated
for the period commencing April liabilities of £615.5m. The Group
2013. Had the standard been applied dividend of 2.25 pence per share
(2012: 1.95 pence per share) payable contributed £10.8m (2012: £8.4m)
in the year ended 29 March 2013, the in the year of which £1.2m (2012:
£7.5m credit arising in 2012/13 would (subject to shareholder approval at
the Annual General Meeting, to be £1.2m) was in relation to the costs of
have been a charge of £0.6m and administering the Scheme.
£1.2m would have been charged to held on 10 July 2013) on 12 July 2013
administrative expenses. to shareholders on the register at 14
June 2013. The shares will go ex-
Profit before tax rose £11.7m to £101.4m dividend on 12 June 2013.
(2012: £89.7m), an increase of 13.0%.
7
Booker Group plc
group finance director’s

report
continued
The 2010 Triennial valuation agreed The financial covenants are Fixed
with the pension fund Trustee reflects Charge Cover, measured by the ratio of Net cash, after
a Scheme Funding deficit of £67.6m EBITDAR (earnings before interest, tax,
at 31 March 2010 recovered through depreciation, amortisation and rent) to paying £15.8m in
company contributions at the rate
of £9.6m per annum from April 2011
interest plus rent (tested half yearly on a
rolling basis) being greater than 1.5, and
respect of the cash
to October 2016. The next Triennial
valuation date is 31 March 2013, any
Leverage, measured by the ratio of net
debt to EBITDA (earnings before interest,
element of the
variation in annual contributions from tax, depreciation and amortisation) Makro consideration,
the previously agreed schedule being
effective from April 2014.
(tested half yearly on a rolling basis)
being less than 3.0. increased by £13.8m
Goodwill The Group complied with its covenants
in the year to £77.2m
The net book value of goodwill on throughout the year. At 29 March 2013,
the balance sheet is £436.4m (2012: under UK GAAP, the Group achieved
£436.4m). The goodwill carrying value is a Fixed Charge Cover of 3.4 and
more than supported by expected future Leverage of nil, comfortably exceeding
cash flows discounted back to present its covenant obligations.
day values at a pre-tax discount rate of
In addition to these financial covenants
10.8% (2012: 10.8%).
the Group’s borrowing agreements
include general covenants and potential
Capital Structure
events of default. The Group has
The Group finances its operations through
complied in all respects with the terms
a combination of bank borrowings,
of its borrowing agreements at the date
leases and retained profits and its capital
of this report.
base is structured to meet the ongoing
requirements of the business. As at 29 Interest Rates
March 2013, the Group had net cash of
Funds drawn on the revolving credit
£77.2m (2012: £63.4m).
facility bear floating interest rates linked
to LIBOR plus a margin of 1.25%, where
Borrowing Facilities
the ratio of net debt/ EBITDA is less than
The Group entered into a five year facility
one. A commitment fee is payable at
on 28 July 2011 comprising an unsecured
0.5% of the unutilised facility.
£120.0m revolving credit facility. The
revolving credit facility is unsecured The cost of borrowing during the year
against the assets of the Group. was £0.5m (2012: £0.8m).
The Group’s borrowings are subject Liquidity
to covenants set by the lenders using
At 29 March 2013, the Group held £77.2m
financial results prepared under UK
in cash and cash equivalents. The Group
GAAP. In the event of a failure to meet
also had in issue £5.5m of guarantees
certain obligations, or if there is a
(2012: £4.3m) leaving undrawn facilities at
covenant breach, the principal amounts
29 March 2013 of £114.5m.
due and any interest accrued are
repayable on demand.
8
Booker Group plc
The peak level of drawdown on the as an investment in the Group’s balance than the fair value of consideration paid
revolving credit facility on a cleared basis sheet. Full clearance of the transaction by circa £13m and this difference will be
in the year to 29 March 2013 was £46.1m was received by the Competition credited to the Group’s income statement
giving a minimum facility headroom Commission on 19 April 2013 and Makro as an exceptional item in 2013/14. Any
in the year of £66.9m after taking into will be consolidated from this date. reorganisation costs incurred in the
account the guarantees facility of £7m. year ending March 2014 and estimated
In the year ending March 2014, we to be up to £5m, will be charged as an
Risk Management expect the Group’s operating profit to exceptional item in 2013/14.
The Board is continually reviewing increase by circa £10m as a result of the
the risks to people, profits, assets, acquisition. This is the aggregate of an
reputation and funding that the business estimated base operating loss of £16m
faces. The year ended 29 March 2013 for Makro and anticipated Group synergy Jonathan Prentis
was challenging with the continued benefits in the year of approximately Group Finance Director
impact of the ‘credit crisis’ and periods £26m across the Group, estimated to
of commodity price uncertainty. Despite comprise the following:
these and other challenges the Group’s
• £6m of cost savings already actioned
risk management controls operated well.
by Makro management
The Acquisition of Makro • £3m to £4m of other cost
On 4 July 2012 Booker Group plc savings, including some arising from
acquired Makro Holding Limited and supply chain
two subsidiaries: Makro Self Service • £1m to £2m from goods not for resale
Wholesalers Limited and Makro
Properties Limited (together ‘Makro’). • £7m to £12m from cost of goods
The terms of the transaction were that improvement
Makro was to be acquired cash free • £2m to £5m from margin
and debt free and that the acquired improvements on fresh products
balance sheet reflected normalised
• £1m to £3m from rent and rates
working capital. The consideration paid
savings on branches
comprised the issue of 156,621,525 new
ordinary shares in Booker Group plc to Although the synergy benefits relate
Metro AG and £15.8m cash. In addition mostly to the year as a whole, the
a further £4.9m was paid to reflect an majority will be realised in the second
above target cash and working capital half of the financial year.
position at 30 June 2012.
Booker is required to fair value Makro’s
The transaction was subject to assets and liabilities at the date of
competition approval and, during this consolidation. Makro has 24 freehold
process, we were required to hold and 6 long leasehold properties which
Makro separate from the rest of Booker have been independently valued in 2012
in accordance with undertakings given for Booker at £156m and for Makro at
to the competition authorities in the £144m on a vacant possession basis.
normal way. The competition review The estimated fair value of Makro’s assets
was still ongoing at 29 March 2013 and liabilities at the date of consolidation
and during this hold separate period, was approximately £158m including
under accounting rules (IFRS 3 and IAS properties of £144m (adopting Makro’s
27), Makro’s results were required to valuation). Our provisional view, subject
be excluded from the Group’s results. to further investigation, is that the fair
At 29 March 2013, therefore, the value of Makro’s acquired net assets at
consideration paid for Makro was held the date of consolidation will be greater
9
Booker Group plc
directors and officers
Richard Rose (Age: 57) Jonathan Prentis (Age: 51) Bryn Satherley (Age: 52)
Non-Executive Chairman and Chairman Group Finance Director Operations Director
of Nomination Committee Jonathan qualified as a chartered accountant Bryn is Operations Director responsible for
Richard was an Executive Director and with Deloitte. He was appointed as Group property, IT, logistics and supply chain of the
Chairman of Blueheath Holdings plc (‘Blueheath’) Finance Director of Booker in 2005. Prior to this Booker Group. Bryn was at Booker plc between
immediately prior to the reverse acquisition appointment, Jonathan was Finance Director of 1999 and 2001 and rejoined Booker in 2005.
of Blueheath by the Booker Group in 2007 Woodward Foodservice Ltd and then Finance Prior to 1999 he was at Exel plc and was on
and became Non-Executive Chairman of the Director of Group Logistics within The Big Food the board of Alldays Ltd.
Company upon completion of the merger. Group plc. Prior to 2003, he was with TDG plc.
Richard was formerly Chief Executive of Whittard
of Chelsea plc, a multi site retailer of tea and
coffee which was sold in 2006. Previously he was
a Director of Hagemeyer (UK) Ltd, a distributor
of professional products and services, with a
UK turnover approaching £1 billion through 360
outlets. Prior to that he had been Chief Executive
of WF Electrical plc, a fully listed electrical
distributor, where he created a substantial Mark Aylwin (Age: 49) Mark Chilton (Age: 50)
improvement in shareholder value. Hagemeyer Managing Director – Booker Direct Company Secretary
purchased WF Electrical plc in 2000. He was Mark is Managing Director of Booker Direct. Mark acts as Company Secretary and General
also Non-Executive Chairman of AC Electrical Prior to that, he was Chief Executive of Counsel to the Group and was appointed to
Wholesale Ltd where he led a successful growth Blueheath. Mark was previously Supply his present role in June 2007. Mark qualified
strategy resulting in a substantial increase in Chain and IT Director at Musgrave Budgens as a solicitor in 1987. Mark was appointed as
shareholder value. The business was sold to Londis. He has over twenty years trading, Company Secretary of the Booker Group in
Wolseley in 2006. He was Executive Chairman supply chain and logistics experience in the 2006. Previously, he was head of legal at The
of Helphire Group plc from 2009 to 2011. He is food industry, principally at Safeway where Big Food Group plc. Prior to that, he was at
also Non-Executive Chairman of Anpario plc, he was Commercial Director for Non-Foods The Greenalls Group Plc.
Crawshaw Group plc and a Non-Executive and Supply Chain Director.
Director of DRL Group Ltd.
Charles Wilson (Age: 47) Guy Farrant (Age: 51)

Chief Executive Managing Director – UK Cash and Carry
Charles started his career in 1986 with Procter Guy is Managing Director of the Group’s UK
and Gamble following which he was a consultant cash and carry business. Guy has a wealth
with OC&C Strategy Consultants and a Director of food experience having worked in the food
of Abberton Associates. In 1998 he became an industry for 25 years rising to be Director of Food
Executive Director of Booker plc which merged and, latterly, Operations and Retail Director at
with Iceland plc in 2000. In 2001 he became an Marks and Spencer plc.
Executive Director of Arcadia Group plc and in
2004 he became an Executive Director of Marks
and Spencer Plc. In 2005 he was appointed as
Chief Executive of Booker.
10
Booker Group plc
Lord Bilimoria CBE, DL (Age: 51) Stewart Gilliland (Age: 56) Helena Andreas (Age: 38)
Non-Executive Director and Senior Non-Executive Director Non-Executive Director
Independent Director Stewart was formerly Chief Executive of Muller Helena is Group Head of Retail & Distribution
Karan Bilimoria is the founder of Cobra Beer, Dairies UK and Ireland after a long career at Vodafone Group and covers retail channel
Chairman of the Cobra Beer Partnership spent in senior roles with leading consumer strategy, in-store customer experience,
Limited, a Joint Venture with Molson Coors, facing companies, including Whitbread and operational efficiency including processes,
and Chairman of Molson Coors Cobra India. Interbrew. His current roles include Non- people and IT. She is also leading a global
He is the Founder of the UK India Business Executive Directorships of Sutton and East in-store transformation programme. Prior to
Council and a founding member of the Prime Surrey Water Plc, Vianet Group plc, (formerly joining Vodafone Helena held senior positions
Minster of India’s Global Advisory Council. Brulines Group plc), Natures Way Food Limited in marketing and operations at Tesco Group
Karan is a former Chancellor of Thames Valley and C&C Group Plc. plc and as a business consultant within Retail
University (now the University of West London), and Consumer at Accenture. Helena holds an
He is an honorary fellow of Sidney Sussex MBA from INSEAD. Helena is a Non-Executive
College Cambridge and a Member of the Director of Extenda, a leading supplier of retail
Advisory Board of the Judge Business School, POS systems.
Cambridge University. Karan is an Independent
Crossbench Peer in the House of Lords. He
qualified as a Chartered Accountant with
Ernst & Young and graduated in law from the
University of Cambridge. He is also an alumnus Karen Jones CBE, (Age: 56)
of the Cranfield School of Management, the Non-Executive Director and Chairman
London Business School and the Harvard of Remuneration Committee
Business School. Karen was Chief Executive of Spirit Group Ltd,
a private equity backed pub & restaurant group,
which was built up by acquisition and sold to
Punch Taverns in 2006. Prior to Spirit, Karen
founded, grew and floated The Pelican Group
Plc, owner of a number of restaurant chains
including Café Rouge, which was acquired
by Whitbread in 1996. Karen has a first class
honours degree from University of East Anglia,
Andrew Cripps (Age: 55) and also attended Wellesley College, USA.
Non-Executive Director and Chairman Karen is a founder and Chairman of Food and
of Audit Committee Fuel Ltd, a hospitality company, which currently
Andrew read Economics at the University of consists of eleven gastropubs in London. Karen
Cambridge prior to qualifying as a Chartered is a Non-Executive Director of ASOS Plc,
Accountant with KPMG. Following twenty years COFRA AG, Firmenich International SA, Rex
with Rothmans International and British American Restaurant Associates Ltd and Royal National
Tobacco Plc, he has held a number of Non- Theatre Enterprises Ltd. She is a Governor
Executive Directorships in the UK and Europe. of Ashridge Business School and has been
Andrew is currently Non-Executive Deputy appointed to the Board of the Women’s Prize
Chairman of Swedish Match AB and a Non- for Fiction.
Executive Director of Boparan Holdings Limited.
11
Booker Group plc
Corporate Governance
Compliance with the UK Corporate Governance Code
Throughout the year ended 29 March 2013 and to the date of this document, the Company complied with the provisions and applied
the Main Principles of the UK Corporate Governance Code 2010 (the “Code”), except in relation to provision B.1.2 in respect of the
balance of Executive and Non-Executive Directors, where the Company was only compliant from 14 November 2012.
This Corporate Governance Report, together with the Nomination Committee Report, the Audit Committee Report and the
Remuneration Report describes how the Company has complied with the provisions of the Code.
The Role of the Board and its committees

The Board
The Company is led and controlled by the Board of Directors (the ‘Board’) chaired by Richard Rose. The Board currently consists
of five Executive Directors and six Non-Executive Directors.
The Code requires that at least half the Board, excluding the Chairman, should comprise independent Non-Executive Directors
as determined by the Board. The Nomination Committee has been searching for a complimentary Non Executive Director and
the Board appointed Helena Andreas as a Non-Executive Director on 14 November 2012, since which date the Company has
been fully compliant with the Code.
The Board is content that the independent judgement of the Non-Executive Directors has not been adversely impacted during
the period of non-compliance.
The independence of Non-Executive Directors is considered at least annually and is based on the criteria suggested in the Code.
Richard Rose was an Executive Director and Chairman of Blueheath immediately prior to the reverse acquisition of Blueheath by
the Booker Group in 2007 and became Non-Executive Chairman of the Company upon completion of the merger. The Group’s
combined business is significantly different to and larger than Blueheath and there is a division of responsibilities between Richard
and the Executive Directors and, in particular, Charles Wilson as Chief Executive, such that his current and former roles can be
considered incomparable. Having regard to all the circumstances, including the independence Richard has demonstrated as
Chairman, the Board is satisfied and has determined that Richard is independent.
Consequently, all the Non-Executive Directors are considered by the Board to be independent of management and free from any
business or other relationship that could materially interfere with the exercise of their independent judgement in accordance with
the Code. The Non-Executive Directors provide constructive challenge and bring independence to the Board and its decision
making process.
The Board believes that it is appropriate to have a Senior Independent Non-Executive Director and Lord Bilimoria fulfils this role.
He is available to shareholders where concerns have not been resolved through the normal channels and for when such contact
would be inappropriate.
The Board believes that it has sufficient members to contain a balance of skills and experience, but it is not so large as to be
unwieldy. The Board contains a balance of Executive and Non-Executive Directors such that no individual, or group of individuals
can dominate the Board’s decision making. No one individual has unfettered powers of decision.
Details of the skills and experience of the Directors are contained in the Directors’ biographies on pages 10 and 11.
12
Booker Group plc
The Board meets regularly on at least twelve scheduled occasions during each year and more frequently if necessary. There
were fourteen Board meetings, five Audit Committee meetings, five Remuneration Committee meetings and two Nomination
Committee meetings held in the year under review and the attendance by Directors was as follows:
Board Audit Remuneration Nomination

Executive
Charles Wilson a b c 14/14 2/5 3/5 1/2
Jonathan Prentis a 14/14 5/5
Mark Aylwin 14/14
Guy Farrant 14/14
Bryn Satherley d 13/14
Non-Executive
Richard Rose a b e 14/14 1/5 1/5 2/2
Lord Bilimoria e 14/14 5/5 5/5 2/2
Andrew Cripps e 14/14 5/5 5/5 2/2
Stewart Gilliland e f 14/14 4/5
Karen Jones c e 14/14 1/5 5/5 1/2
Helena Andreas e g 5/5
a Not a member of the Audit Committee but attended by invitation

b Not a member of the Remuneration Committee but attended by invitation
c Not a member of the Nomination Committee but attended by invitation
d Bryn Satherley was unable to attend the July 2012 Board meeting due to a prior personal commitment
e Independent Non-Executive Director
f Stewart Gilliland was unable to attend the October 2012 Audit Committee meeting due to a prior personal commitment
g Helena Andreas was appointed to the Board on 14 November 2012
The Board is responsible to shareholders for ensuring that the Group is appropriately managed and that it achieves its objectives.
The Board has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control
over appropriate strategic, financial, operational and regulatory issues. At its meetings, the Board reviews trading performance,
ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses
reports to shareholders. Matters not specifically reserved for the Board and its committees under its schedule of matters and the
committees’ terms of reference, or for shareholders in general meeting, are delegated to members of the Executive Committee.
It is the Company’s policy that the roles of the Chairman and Chief Executive are separate, with their roles and responsibilities
clearly divided and set out in writing. The Chairman’s main responsibility is the leadership and management of the Board and its
governance. The Chairman’s commitment to the Company is usually two days per month. His other significant commitments are
disclosed in his biography on page 10. The Board considers that these commitments do not hinder his ability to discharge his
responsibilities to the Company effectively.
The Chief Executive is responsible for the leadership and day-to-day management of the Group. This includes formulating and
recommending the Group’s strategy for Board approval in addition to executing the approved strategy.
Recommendations for appointments to the Board are made by the Nomination Committee. The Committee follows Board
approved procedures (available on our website) which provide a framework for the different types of Board appointments on
which the Committee may be expected to make recommendations. Appointments are made on merit and against objective
criteria with due regard to diversity (including skills, experience and gender). Non-Executive appointees are also required to
demonstrate that they have sufficient time to devote to the role.
Information and professional development

Directors are continually updated on the Group’s business, the markets in which it operates and changes to the competitive
and regulatory environment through briefings to the Board and meetings with senior executives. Board visits to Group business
locations enable the Directors to meet with local management and employees and to update and maintain their knowledge and
familiarity with the Group’s operations.
Non-Executive Directors are also encouraged to visit Group operations throughout their tenure to increase their exposure to
the business.
The Chairman is responsible for ensuring that Directors receive accurate, timely and clear information. The provision of information
to the Board was reviewed during the year as part of the performance evaluation exercise referred to below. To ensure that adequate
time is available for Board discussion and to enable informed decision making, briefing papers are prepared and circulated to
Directors in the week prior to scheduled Board meetings. All Non-Executive Directors are encouraged to make further enquiries as
they feel appropriate of the Executive Directors and senior executives. In addition, Board committees are provided with sufficient
resources and the power to co-opt such additional support as they may require from time to time, to undertake their duties.
13
Booker Group plc
continued
Information and professional development continued

All Directors are entitled to receive independent professional advice at the Company’s expense and have access to the services
of a professionally qualified and experienced Company Secretary, who is responsible for information flows to the Board and
advising the Board on corporate governance matters. This ensures compliance with Board procedures and applicable laws and
regulation. The Board has responsibility for the appointment and removal of the Company Secretary.
On appointment, individual Directors undergo an induction programme covering, amongst other matters:
• the business of the Group;

• their legal and regulatory responsibilities as directors of the Company;
• briefings and presentations from Executive Directors and senior executives; and
• opportunities to visit business operations.
Performance evaluation
The Board undertook an externally facilitated evaluation in 2013. This evaluation was led by the Chairman and was externally
facilitated by the Institute of Directors (“IoD”). The IoD had no other connection with the Company and was not subject to any
conflict of interest.
The methodology of the evaluation was via a detailed questionnaire. The review covered the following main areas, which were
determined by the Chairman and the IoD to be of most importance or value to the Board:
• key board issues;

• strategy and corporate principles;
• internal controls and risk management;
• performance management;
• shareholders and stakeholders; and
• performance in the boardroom.
Feedback was provided by a comprehensive written report to the Chairman and a report to the Board meeting in May 2013. At that
meeting the Board discussed the evaluation process and the findings. Good progress was noted across all the areas of review.
The evaluation process gave assurance that each Director continued to contribute effectively and demonstrated commitment to
the role. Whilst there were no specific training needs identified for Directors, it was felt that in a changing regulatory environment
it would be helpful to establish a programme of continuing development tailored to Directors’ needs and requirements.
No other actions or changes to Board or Committee practice were considered necessary in the immediate term following
the evaluation.
During the year, the Chairman and the Non-Executive Directors met in the absence of the Executive Directors. There was also
one meeting of the Non-Executive Directors chaired by the Senior Independent Non-Executive Director at which the Chairman
was not present in order to appraise the Chairman’s performance.
Board Committees
The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee to oversee and debate
issues of policy outside main Board meetings. Throughout the year, the Chairman of each committee provided the Board with
a summary of key issues considered at the committee meetings. Board committees are authorised to engage the services of
external advisers as they deem necessary in the furtherance of their duties at the Company’s expense.
Re-election of Directors
All Directors are required by the Company’s Articles of Association to submit themselves to shareholders for re-election at the first
Annual General Meeting after their appointment and thereafter by rotation at least once every three years. In accordance with the
Code all directors will, however, stand for re-election annually.
14
Booker Group plc
Relations with shareholders

In fulfilling their responsibilities, the Directors believe that they govern the Group in the best interests of shareholders, whilst having
due regard to the interests of other stakeholders in the Group including customers, employees and suppliers.
The Code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. The Executive
Directors have regular and ongoing communication with major shareholders throughout the year, by participating in investor
roadshows and presentations to shareholders. Feedback from these visits is reported to the Board. The Executive Directors
also have regular contact with analysts and brokers. The Chairman, Senior Independent Non-Executive Director and other Non-
Executive Directors receive reports on matters raised at the meetings with shareholders and are offered the opportunity to attend
meetings with major shareholders. As a result of these procedures, the Non-Executive Directors believe that they are aware of
shareholders’ views. In addition, Lord Bilimoria, the Senior Independent Non-Executive Director, is available to meet with major
shareholders. No shareholders asked to meet with him during the year.
Arrangements can also be made through the Company Secretary for major shareholders to meet with newly appointed Directors.
The Group maintains a website at www.bookergroup.com which is regularly updated and contains information about the Group.
The Code encourages boards to use the Annual General Meeting to communicate with investors and to encourage their
participation. In compliance with the Code, the Board welcomes as many shareholders as possible to attend the Annual General
Meeting to discuss any interest or concern, including performance, governance or strategy, with the Directors.
All Directors are expected to attend the Annual General Meeting. The Chairs of the Audit, Remuneration and Nomination
Committees are available at the Annual General Meeting to answer shareholder questions, through the Chairman of the Board, on
the responsibilities and activities of their Committees. Shareholders also have the opportunity to meet with the Directors following
the conclusion of the formal part of the meeting.
In compliance with the Code, at the Annual General Meeting, the Chairman will announce the level of proxies lodged on each
resolution (the balance for and against and abstentions) after it has been dealt with on a show of hands and such details will be
placed on the Group’s website following the meeting. A separate resolution will be proposed at the Annual General Meeting in
respect of each substantially separate issue.
Directors’ conflicts of interest

In accordance with the Company’s Articles of Association and section 175 of the Companies Act 2006, formal procedures for the
notification and authorisation of potential and actual conflicts of interest have been approved by the Board.
These procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure
that only Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review
the register of Directors’ conflicts annually and on an ad hoc basis when necessary. Any potential conflicts of interest in relation
to newly appointed Directors are considered by the Board prior to appointment. These procedures have operated effectively
throughout the year ended 29 March 2013.
Internal controls and risk management

The Board attaches considerable importance to, and acknowledges its responsibility for, the Group’s systems of internal control
and risk management and receives regular reports on such matters. The Board’s policy is to have systems in place which
optimise the Group’s ability to manage risk in an effective and appropriate manner. The Board has delegated to the Executive
Committee detailed responsibility for identifying, evaluating and monitoring the risks facing the Group and for deciding how these
are to be managed. In addition to formal reviews of risk management by the Executive Committee, members are expected to
report to the Executive Committee as necessary the occurrence of any material control issues, serious accidents or events that
have had a major commercial impact, or any significant new risks which have been identified. Such matters are reported to the
next Board meeting and/or Audit Committee meeting as appropriate.
The Group also has in place systems and procedures for exercising control and managing risk in respect of financial reporting
and the preparation of consolidated accounts which are monitored by the Audit Committee on the Board’s behalf and reviewed
annually by the Board. These include:
• the formulation and deployment of Group accounting policies and procedures;

• Group policies governing the maintenance of accounting records, transaction reporting and key financial control procedures;
• monthly operational review meetings which include, as necessary, reviews of internal financial reporting issues and financial
control monitoring; and
• ongoing training and development of financial reporting personnel.
The Group’s systems and procedures are designed to identify, manage and, where practicable, reduce and mitigate the effects
of the risk of failure to achieve business objectives. They are not designed to eliminate such risk, recognising that any system can
only provide reasonable and not absolute assurance against material misstatement or loss.
15
Booker Group plc
continued
Internal controls and risk management continued

The Board formally reviews the operation and effectiveness of the Group’s system of internal controls on an annual basis. The
latest review covered the financial year to 29 March 2013. No significant failings or weaknesses were identified from this review.
The Board has a process for identifying, evaluating and managing the risks faced by the Group. This process is continual and has
been in place for the year under review up to the date of this report, and is regularly reviewed by the Board in accordance with
relevant guidance. There is an established framework of internal controls, which is set out in procedures approved by the Board
and which include financial, operational and compliance controls and risk management.
These procedures are readily accessible to staff, who follow their guidance.
The more important elements of this framework are as follows:
Management structure
The Board has overall responsibility for the Company and the Executive Committee has responsibility for specific aspects of the
Group’s affairs. The Board and each of its committees operate under a schedule of matters or terms of reference and the Board
determines how the Chief Executive and the Executive Committee may operate within a framework of delegated authorities and
reserved powers which seek to ensure that certain transactions which are significant in terms of their size or type, are undertaken
only after Board review.
The Executive Committee is chaired by Charles Wilson (Chief Executive) and comprises Jonathan Prentis (Group Finance Director),
Mark Aylwin (Managing Director - Booker Direct), Guy Farrant (Managing Director – UK Cash and Carry), Bryn Satherley (Operations
Director), Mark Chilton (Company Secretary and General Counsel) and other senior executives representing the operational functions
within the Group. It meets twice a month to discuss operational matters, compliance, health and safety and trading performance.
Corporate accounting and procedures

Responsibility levels are communicated throughout the Group as part of the corporate communication procedure. Accounting,
delegation of authority and authorisation levels, segregation of duties and other control procedures, together with the general
ethos of the Group are included in these communications, and standardised accounting policies are in place reflecting this policy.
These procedures are subject to review to ensure that improvements to enhance controls can be made.
Quality and integrity of personnel

The integrity and competence of personnel is ensured through high recruitment standards and subsequent training. Quality
personnel are seen as an essential part of the control environment and the ethical standards expected are communicated
through senior members of staff.
Budgetary process
Each year the Board approves the annual budget, which includes an assessment of key risk areas. Performance is monitored
and relevant action taken throughout the year by regular reporting to the Board of updated forecasts together with information
on key risk areas.
Risk management
The Board assesses risk management throughout the Group aided by detailed reviews of internal controls and risk management
procedures. The Group’s risk register is reviewed by the Board as part of annual strategic planning and budgetary cycles.
Investment appraisal
Capital expenditure is regulated by the use of authorisation levels. For all expenditure beyond specified levels, Board approval
is required.
Internal audit
The Group’s internal audit function, which reports to the Group Finance Director and Chairman of the Audit Committee, monitors
the effectiveness of key internal controls and the adequacy of these controls to manage business risk and to safeguard the Group’s
assets and resources, in accordance with a work plan approved and monitored by the Audit Committee. Its conclusions are
communicated to the relevant level of management and the function has a direct reporting responsibility to the Audit Committee.
16
Booker Group plc
Risks and Uncertainties

The list below sets out the most significant risks to the achievement of the Group’s business goals. The list does not include all
risks that the Group faces and it does not list the risks in any order of priority.
• Economic environment
The economy is expected to remain difficult in the year ahead with the public reducing their levels of discretionary spend.
Customers will seek to obtain ‘best’ value from products and the Group aims to provide a wide range of products that meet
this requirement.
• Competition
The industry is extremely competitive with the market being served by numerous competitors, ranging from national multiple
retailers to regional independent wholesalers. The Group competes by closely monitoring the activities of competitors and
ensuring it continues to improve the choice, price and service to its customers.
• Regulation
The Group operates in an environment governed by strict regulations to ensure the safety and protection of customers,
shareholders, employees and other stakeholders and the operation of an open and competitive market. These regulations
include food hygiene, health and safety, data protection, the rules of the London Stock Exchange and competition law. In all
cases, the Board takes its responsibilities very seriously, and recognises that any breach of regulation could cause reputational
and financial damage to the Group.
• Product quality and safety

The quality and safety of our products is of critical importance and any failure in this regard would affect the confidence of our
customers in us. We work with our suppliers to ensure the integrity of the products supplied. Food hygiene practices are taken
very seriously throughout the Group, and are monitored both through internal audit procedures and by external bodies such
as environmental health departments. We have well prepared procedures for crisis management in order to act quickly when
required. We are aware that if we fail, or are perceived to have failed, to deliver to our customers’ satisfaction the expected
standards of quality and safety in our products their loyalty to us may be potentially impacted. This in turn could adversely
impact on our market share and our financial results.
• Employee engagement and retention
The continued success of the Group relies heavily on the investment in the training and development of our employees. The
Group’s employment policies, remuneration and benefits packages are designed to be competitive, as well as providing
colleagues with fulfilling career opportunities. The Group continually engages with employees across the business to ensure
that we keep strengthening our team at every level.
• Supplier credit
Availability of supplier credit is essential for the Group’s financial performance. Any reduction in the availability of supplier credit
could adversely impact the Group. The Group Finance Director regularly meets key credit insurers to ensure that they have an
up to date view of the Group’s financial position.
• Financial and treasury
The Group’s financial results may be subject to volatility arising from movements in commodity prices, foreign currencies,
interest rates and the availability of sources of funding.
• Pensions
The Group operates a closed defined benefit scheme, where judgements are required to determine the assumptions for
investment returns, future salary and pension increases, member longevity and discount rate. There is a risk of underestimating
this liability. This risk is mitigated by agreeing appropriate investment policies with the Trustee and closely monitoring the
funding position with the Trustee. Both the Company and the Trustee take advice from independent qualified actuaries.
• Information technology (IT)
The Group is exposed to the risk that the IT systems upon which it relies fail. The Group has appropriate controls in place
to mitigate the risk of systems failure, including systems back up procedures and disaster recovery plans, and also has
appropriate virus protection and network security controls.
This report was approved by the Board of Directors on 22 May 2013
Mark Chilton
Company Secretary
17
Booker Group plc
Audit Committee Report

Chairman’s Introduction to the Audit Committee Report
I am pleased to present the Report of the Audit Committee for 2013. This Report provides shareholders with an overview of the
activities carried out during the year. The Committee has an annual cycle of work which is described in more detail below together
with more significant specific topics which received particular attention from the Committee.
On behalf of the Board
Andrew Cripps
Chairman of the Audit Committee
22 May 2013
Role of the Committee

The Committee has defined Terms of Reference, which were reviewed in May 2011 and can be found in the Investor Relations/
Legal Documents section of the Group’s website. A copy may be obtained from the Company Secretary. In addition to monitoring
the integrity of the financial statements and other announcements of financial results published by the Group, the principal
purpose of the Committee is to review the effectiveness of the Group’s internal controls and external audit.
Membership
The Committee is chaired by Andrew Cripps and also comprises Lord Bilimoria and Stewart Gilliland all of whom are independent
Non-Executive Directors. Andrew Cripps, who is a Chartered Accountant, is considered by the Board to have recent and relevant
financial experience, as required by the Code. He has substantial and recent audit committee experience and ensures that the
Committee remains abreast of accounting and regulatory developments. Lord Bilimoria is also a Chartered Accountant and
Stewart Gilliland has substantial relevant commercial experience. The Committee has access to the Group’s finance team, to its
internal audit function and to its external auditors and can seek further professional training and advice, at the Group’s cost, as
appropriate. Details of the skills and experience of the Directors are contained in the Directors’ biographies on page 11 and their
remuneration is set out in the Remuneration Report.
The quorum necessary for the transaction of business is two, each of whom must be a Non-Executive Director. Only members of
the Committee have the right to attend committee meetings, however, during the year, Charles Wilson, Chief Executive, Jonathan
Prentis, Group Finance Director, the Head of Internal Audit and representatives from the external auditor were invited to attend
meetings. The Committee also meets separately with the Head of Internal Audit and the external auditor without management
being present.
The Company Secretary is Secretary to the Audit Committee.
Meeting Frequency and Main Activities in the Year

The Committee met five times during the year ended 29 March 2013 to:
• review the Preliminary Results Announcement for the period to 30 March 2012, the 2012 Annual Report and Accounts and
the Interim Results Announcement for the period to 14 September 2012. Inherent in these reviews was consideration of the
accounting principles, policies and procedures adopted in the Group’s financial statements, including, where necessary,
challenge to the judgements made and the accompanying narrative when appropriate;
• receive reports from the Group Finance Director, the Head of Internal Audit and the external auditor;
• approve the internal and external auditor’s work plans for the Group;
• review and monitor the external auditor’s independence and objectivity, consider the effectiveness of the audit process, the
re-appointment of the external auditor and approve the external auditor’s remuneration; and
• approve the appropriateness of the external auditor providing non-audit services and related fees.
18
Booker Group plc
Since 29 March 2013, the Audit Committee has met twice to:
• consider the accounting for the acquisition of Makro;
• review the significant judgement areas affecting the financial statements, including those related to properties, taxation and
pension valuation; and
• review the Preliminary Results Announcement for the period to 29 March 2013 and the 2013 Annual Report and Accounts.
Members’ attendance record was as follows:
Attendance
Committee member Number of meetings attended Percentage attendance
Andrew Cripps (Chairman) 5 100%
Lord Bilimoria 5 100%
Stewart Gilliland 4 80%
Stewart Gilliland was unable to attend a Committee meeting in October 2012 due to a prior personal commitment.
Accounting Policies
The Committee reviewed the suitability of the Group’s Accounting Policies and changes to regulatory requirements. There were
no changes to accounting standards that are significant to the Group’s results for the year. The Committee noted that for the
next financial year the Group will adopt revisions to IAS 19, Defined Benefit Plans, which require recognition of a net return on the
excess of pension fund liabilities over assets in the Income Statement, with differences going to Other Comprehensive Income,
and a consequential reduction in reported earnings per share, which will require restatement of comparative information.
Judgemental Areas
Key risk and judgement areas are reviewed in assessing the external auditor’s plan, their areas of audit focus and the internal audit
plan. In advance of approval of each set of published financial statements, the Committee considers the key assumptions and
judgements made and reviews these with the Group Finance Director. These potential alternative treatments are discussed with the
external auditor. The Committee also examines the impact of sensitivities around future cash flows and other risks in considering the
appropriateness of the going concern assumption. This year, particular attention was paid to accounting for the acquisition of Makro,
property provisions, taxation and the assumptions underpinning the pension valuation.
Internal Controls
The Committee discussed the control environment with the Group Finance Director and received reports from the internal
auditors. This included steps taken to ensure the effective implementation of new systems in the growing business in India.
Whistleblowing Programme
The Group has a whistleblowing programme in all of its operations whereby employees can, in confidence, report on matters
where they feel a malpractice is taking place, or if health and safety standards are being compromised. Additional areas that are
addressed by this procedure include criminal activities, improper or unethical behaviour and risks to the environment.
The programme allows employees to raise their concerns with their line manager or, if that is inappropriate, to raise them on a
confidential basis. An externally facilitated confidential helpline and confidential email facility are provided to protect the identity of
employees in these circumstances. Any concerns are investigated on a confidential basis by the Human Resources Department
and/or the Company Secretary and feedback is given to the person making the complaint as appropriate via the confidential email
facility. An official written record is kept of each stage of the procedure and reported to the Committee.
Internal Audit
The Committee approves the appointment of the Head of Internal Audit who has open access to the Chairman of the Committee.
The Committee also routinely meet alone with the Head of Internal Audit. During the year the Committee reviewed the focus
of the internal audit team, its skills and resources and approved its annual plan. Compliance with the plan and findings
from internal audit reports are regularly reviewed. The Committee also sought further controls over timely implementation of
recommendations made.
19
Booker Group plc
Audit Committee Report

continued
Non-audit services
The Committee recognises the potential for any non-audit services to compromise auditor independence and the external auditor
is not permitted to conduct any assignment which may affect objectivity or independence. Subject to this, where it is helpful to
the Group for KPMG to provide assistance, the Committee monitor the services provided and fees charged.
In view of their knowledge of the Group’s ways of working and the importance of efficient integration of the acquired business,
KPMG were asked to provide due diligence and reporting accountant services in respect of the acquisition of Makro. It is rare and
relatively inefficient for other than the Company’s external auditor to perform the role of the reporting accountant. The aggregate
fee for this amounted to £645,000.
Other non-audit work comprised small assignments to assist with tax compliance and other matters for aggregate fees of
£87,000. The Committee believes that there are sound commercial and practical reasons for this work being conducted by the
external auditor and that it is not of a nature which would affect their independence as auditors.
As a result of their role as reporting accountants, the aggregate non-audit fees paid to the external auditor during the year were
relatively high at £732,000. Nonetheless the Committee are satisfied that the external auditor’s independence was not affected
by this work or level of fees.
Appointment and independence of external auditor

At its first meeting after the year end audit, the Committee regularly reviews the quality and efficiency of the previous year-end
procedures and audit. This year the Committee have been assisted by a letter from the Audit Quality Review Team of the Financial
Reporting Council who review the audits of a sample of major companies as part of their statutory duty. Conclusions of the
Committee’s review are taken up the following year and enable the Committee to be confident in recommending reappointment
of the external auditors. The Committee also reviews the auditor’s annual plan, paying particular attention to the proposed areas
of audit focus, the continuity and experience of the audit team and their independence.
KPMG has been the Company’s external auditor since 2005. To ensure the external auditor’s independence is safeguarded, the
lead audit partner is changed at least every five years which last occurred in 2010. The Committee reviews the relationship the
Company has with KPMG annually and for the year ended 29 March 2013, the Committee was satisfied with the performance,
objectivity and independence of KPMG as the external auditor.
The Committee has therefore recommended to the Board and to shareholders that KPMG should be re-appointed as the
Company’s auditor at the AGM on 10 July 2013 and KPMG has signified its willingness to continue in office.
Committee performance and effectiveness

The Board undertook an annual review of the Committee’s performance and effectiveness and concluded that the Committee
operated effectively.
This report was approved by the Board of Directors on 22 May 2013.
Andrew Cripps
Chairman of the Audit Committee
20
Booker Group plc
Nomination Committee Report

Chairman’s Introduction to the Nomination Committee Report
I am pleased to present the Report of the Nomination Committee for 2013. This Report provides shareholders with an overview
of the activities carried out during the year. This year the Committee was principally involved in the selection process for a new
Non-Executive Director and the subsequent recommendation that Helena Andreas be appointed to the Board. In addition, in my
absence, the Committee conducted a review of my performance leading to a recommendation that I be re-appointed for a further
three year term.
Richard Rose
Chairman of the Nomination Committee
22 May 2013

The Committee has defined Terms of Reference which were reviewed in May 2011 and can be found in the Investor Relations/
Legal Documents section of the Group’s website. A copy may be obtained from the Company Secretary. The Committee is
responsible for making recommendations to the Board on the appointment of additional Directors and for reviewing the size,
structure and composition of the Board and the membership of Board committees to ensure that they have the necessary range
of competencies, knowledge and experience required for the direction and oversight of the business.
Membership
The Committee is chaired by Richard Rose, the Chairman, and also comprises Lord Bilimoria and Andrew Cripps, all of whom are
independent Non-Executive Directors. Richard Rose does not chair the Committee when it is dealing with his re-appointment or
the evaluation of his performance. Details of the skills and experience of the Directors are contained in the Directors’ biographies
on pages 10 and 11. Their remuneration is set out in the Remuneration Report.
The quorum necessary for the transaction of business is two, each of whom must be a Non-Executive Director. Only members
of the Committee have the right to attend committee meetings, however, during the year, Charles Wilson (Chief Executive), Karen
Jones (Non-Executive Director) and the Human Resources director were invited to attend meetings.
The Company Secretary is Secretary to the Committee.

The Nomination Committee met twice during the year ended 29 March 2013 to:
• Recommend to the Board that Helena Andreas be appointed as a Non-Executive Director;

• Review the size, structure and composition of the Board; and
• Recommend to the Board the re-appointment of Richard Rose as Chairman for a further three year term to expire in May 2016.
Following a rigorous review, the Committee concluded that notwithstanding Richard Rose’s length of service (6 years as Non-
Executive Chairman of the Company, preceded by a period of 9 months as Executive Chairman of Blueheath Holdings plc, the
AIM listed company the Company reversed into in June 2007), Richard Rose was still independent in character and judgement.
Members’ attendance record was as follows:
Attendance
Richard Rose (Chairman) 2 100%
Andrew Cripps 2 100%
21
Booker Group plc
Nomination Committee Report

continued
Board Composition/Succession
The Board plans for its own succession, with the support of the Committee. The Committee remains focused, on behalf of
the Board, on Board succession planning for both Executive and Non-Executive Directors. As part of this planning, the Board
has made valuable additions in terms of strength, skills and experience of the Board, and has continued its programme to
progressively refresh the Board. By way of example, since June 2009, 4 Directors have joined the Board and 2 Directors have
left the Board.
The Committee aims to ensure that:
• the succession pipeline for senior executive and business critical roles in the organisation is adequate;
• processes are in place to identify potential successors and manage succession activity;
• there is a structured approach to developing and preparing possible successors; and
• processes are in place to identify “at risk” posts.
Diversity
The Group operates within a traditionally male dominated industry. The current proportion of men to women within the Group
(excluding Makro) is 73% men and 27% women. Following the appointment of Helena Andreas, the Board consists of nine men
and two women.
The Board does not consider it appropriate to set targets for the number of women on the Board. The search for Board candidates
is conducted, and appointments made, on merit and overall suitability for the role against objective criteria with due regard to the
benefits of diversity (including skills, experience and gender).
Appointment of Helena Andreas

After considering a number of candidates, and following an interview process led by the Chairman of the Board, Helena Andreas
was proposed by the Committee as a prospective candidate to the Board, the Committee having considered that her experience
as a cross channel retail general manager with international experience was valuable to the Company. Helena Andreas was
invited to meet board members individually prior to her appointment. No external search consultancy was used in her recruitment.
Board Composition
As in previous years, as part of the Company’s annual evaluation of Board performance, all Directors were consulted on the
composition of the Board, and were of the view that it has sufficient members to contain a balance of skills and experience, but it
is not so large as to be unwieldy. The Board contains a balance of executive and non-executive directors such that no individual,
or group of individuals can dominate the Board’s decision making. No one individual has unfettered powers of decision.
Committee performance and effectiveness

The Board additionally undertook an annual review of the Committee’s performance and effectiveness and concluded that the
Committee operated effectively.
Richard Rose
Chairman of the Nomination Committee
22
Booker Group plc
Remuneration Report
Chairman’s Introduction to the Remuneration Report
I am pleased to present the Report of the Remuneration Committee for 2013, which sets out the remuneration paid to the
directors in the financial year ended 29 March 2013 and the policy for the forthcoming year.
In 2012 the Department for Business Innovation and Skills (“BIS”) announced a programme of legislative reforms to executive
pay. These proposals will change the way that we are required to report to you on directors’ remuneration in the future and the
Remuneration Committee has agreed to adopt some of the key requirements in advance of the formal regulations coming into
force. The Report therefore follows a new structure this year (and includes this summary statement) which the Committee hopes
you will find informative.
The work of the Remuneration Committee in 2013 was influenced by the shareholder vote in respect of the Remuneration Report
at the 2012 AGM where 76.2% of votes cast were in favour of the resolution to approve the Report. Following the AGM, the
Committee sought feedback from the Company’s major shareholders. This feedback indicated that the votes against the Report
were largely as a result of an objection to the single performance condition required under the Performance Share Plan (“PSP”),
which was based on the share price exceeding certain pre-determined targets for at least sixty consecutive days at any time
during the three year vesting period. The Committee considered the points raised by shareholders and decided to change the
performance conditions for future PSP awards so that they are more similar to those in other FTSE companies’ equivalent plans.
The Committee aims to ensure that the remuneration policies of the Company are in line with the BIS proposals, whereby:
Directors should not be rewarded for failure and incentives for senior management should be closely linked to performance, thus
aligning the interests of executives and shareholders; and Directors’ rewards should be correlated with those received by other
employees of the business. The Committee believes that the Company’s remuneration system conforms with these objectives
whilst retaining and attracting individuals capable of promoting the success of the business.
Alignment between the senior management and shareholders is also significantly increased by personal shareholdings. Directors,
senior managers and colleagues own in aggregate over 8% of the issued share capital of the Company.
The Committee is of the view that we have a structure of reasonable base pay, bonuses and long term incentives which are
aligned to the creation of shareholder value.
The Committee believes that this remuneration system is simple to understand, has a proven track record of encouraging strong
performance, does not reward failure and reflects the Company’s goal of creating value for shareholders.
Moreover, we believe that the remuneration policy and incentive framework in place is working well to support the Company’s
strategy, is helping to retain and motivate our management team and is helping to drive strong returns for our shareholders.
We look forward to hearing your views in the future and hope to receive your continued support at this year’s AGM.
Karen Jones
Chairman of the Remuneration Committee
22 May 2013
23
Booker Group plc
Remuneration Report
continued
The Remuneration Committee

The Remuneration Committee has defined Terms of Reference which were reviewed in May 2011 and can be found in the
Investor Relations/Legal Documents section of the Group’s website. A copy may be obtained from the Company Secretary. The
Remuneration Committee advises the Board and makes recommendations to it:
• on the remuneration packages for the Executive Directors and senior executives including remuneration, share incentives and
other benefits;
• on the terms of service contracts with Executive Directors and senior executives and any compensation arrangements resulting
from the termination of an Executive Director or senior executive’s service contract; and
• concerning the grant and vesting of awards under the PSP.
Membership
The Remuneration Committee is chaired by Karen Jones and also comprises Lord Bilimoria and Andrew Cripps, all of whom
are independent Non-Executive Directors. Details of the skills and experience of the Directors are contained in the Directors’
biographies on page 11. Their remuneration is set out later in this Report. The quorum necessary for the transaction of business
is two, each of whom must be a Non-Executive Director. Only members of the Committee have the right to attend committee
meetings, however, during the year, Richard Rose (Chairman), Charles Wilson (Chief Executive) and the Human Resources
director were invited to attend meetings.
The Company Secretary is Secretary to the Remuneration Committee.

The Remuneration Committee met five times during the year ended 29 March 2013 to:
• Approve the 2012 bonus;

• Review and approve the Remuneration Report 2012;
• Consider the 2013 Pay Award Strategy;
• Review Executive Directors’ and other senior executives’ remuneration packages;
• Consider auto-enrolment for employees in the Group’s pension scheme;
• Consider, approve and adopt the new performance conditions for 2012/15 and future PSP awards;
• Provide an update upon the Committee Chairman’s meetings and conference calls with shareholders;
• Consider the approach to Remuneration Report 2013; and
• Consider the bonus scheme for 2014.
Since 29 March 2013, the Remuneration Committee met twice to:
• Approve the 2013 bonus;

• Review and approve the Remuneration Report for 2013;
• Consider and approve the 2014 Pay Award Strategy;
• Approve the 2014 bonus scheme; and
• Consider and approve the introduction of ‘clawback’ provisions in relation to bonus and PSP awards made from 2013.
24
Booker Group plc
Attendance
Karen Jones (Chairman) 5 100%
Andrew Cripps 5 100%
Committee interaction with stakeholders

The Committee actively engages with shareholders on remuneration matters. In November 2012, the Chairman of the Committee
approached major shareholders outlining potential changes to future PSP performance conditions. Meetings and conference
calls were held with many of them, as well as shareholder representative organisations, at which details of the changes were
discussed.
Voting in respect of the Remuneration Report at the 2012 AGM was as follows:
For Against Withheld Total

Approve the Remuneration Report 934,228,466 291,167,313 57,277,131 1,225,395,779
External Advisors
PricewaterhouseCoopers LLP (“PwC”) at the request of the Committee provided benchmarking information on executive
remuneration and advice in relation to the operation of the Company’s PSP. PwC did not provide any other services to the Group
during the year.
Policy: Remuneration policy for the 2014 financial year

In this forward-looking section we describe our reward principles along with a description of the elements of the reward package
and an indication of the future value of this package for each of the Executive Directors.
Key remuneration principles

The principles supporting the Executive Directors’ reward package are reviewed each year to ensure that they continue to
underpin the Group’s strategy.
The Committee’s overall policy is to provide competitive and potentially rewarding remuneration packages. The Company wishes
to attract, retain and motivate Executive Directors and senior management of the requisite quality. Accordingly, the Committee’s
policy, in a competitive market, is to design remuneration packages which reward Executive Directors and senior employees
fairly for their individual contribution. The Committee will take into account the pay and employment conditions of other Group
employees when determining Executive Directors’ remuneration, particularly when determining base salary increases.
25
Booker Group plc
Remuneration Report
continued
Remuneration policy summary

The following table shows a summary of the individual elements of remuneration provided to the Executive Directors for 2014:
Reward Purpose and Performance

element link to strategy Operation Opportunity metrics Changes in year
Salary (cash) Recognises the market Reviewed annually and fixed for Determined None. Directors’ salaries increased
value of the role and 12 months from 1 April. annually on the between 0% and 20% in 2013.
the individual’s skill, factors set out
performance and Committee considers: to the left.
experience. •B
usiness and individual
performance;
•C
urrent remuneration against internal
and external benchmarks; and
•A
verage salary increases for the
wider Company workforce.
When external benchmarking is used,

the comparator groups are chosen
having regard to:
•S
ize – market capitalisation,
turnover, profits and the number
of employees;
•D
iversity and complexity of
the business.
Bonus (cash) Drives and rewards Reviewed annually with target set Threshold = EBIT growth The basis of the bonus calculation
annual performance in line with prior year performance. 0% of salary. year on year. has changed from an increase in
against financial metric. Target annual EBITDA to EBIT in order
Payment is determined by the Maximum = that the measure of performance
Committee. 100% of salary. measured
over one year. is based on identifiable reported
figures that are more commonly
used by stakeholders and
commentators.
PSP (shares) Drives and rewards Annual awards over Company shares, Threshold = 50% subject Multiple single share price targets
delivery of sustained which vest after 3 years, subject 0% of salary. to an have been replaced by reference to
long term performance to the achievement of corporate absolute TSR cumulative TSR and EPS targets.
on measures that are performance targets. Maximum for performance
aligned with the interests 2013/16 PSP target,
of shareholders. Reviewed annually. Vesting is cycle = 150% with 50%
confirmed by the Committee after of salary. linked to an
the end of the vesting period. absolute EPS
performance
target.
Pension Helps recruit and retain. Group defined contribution scheme. 6.25% employee None. None.
contribution (of
which 1.25%
represents
salary sacrifice)
with 15%
Company
contribution.
Fixed and variable pay mix

Individual reward elements for all Executive Directors (excluding Charles Wilson, Chief Executive, who does not participate in
any incentive schemes) are designed to provide a balance between fixed remuneration and variable “at risk” reward, linked to
the performance of the Company. Charles Wilson, Chief Executive, has chosen from the outset not to participate in the bonus
scheme. The Committee views this as appropriate given the alignment with shareholder interests which arises from his significant
shareholding in the Company.
The usual pay mix for Executive Directors is as follows at target and maximum levels:
26
Booker Group plc
Target Maximum Opportunity

Executive Director Fixed Pay (%) Variable Pay (%) Fixed Pay (%) Variable Pay (%)
Charles Wilson 100 0 100 0
Jonathan Prentis 48 52 32 68
Mark Aylwin 48 52 32 68
Guy Farrant 48 52 32 68
Bryn Satherley 48 52 32 68
• Fixed pay comprises base salary and pension contributions (equivalent to 15% of base salary). Benefits are excluded.
• Variable pay comprises the annual bonus and the long term incentive opportunity delivered via the PSP.
• Target performance assumes Bonus award is at target 50% of salary and PSP award is valued at 75% of salary, measured at
the time of grant.
• Maximum performance assumes Bonus award is at maximum 100% of salary and PSP award is valued at 150% of salary,
measured at the time of grant.
Salary and benefits

• Base salary is the only element of remuneration which is pensionable.
• In addition to salary, certain usual benefits are provided to Executive Directors.
• All colleagues are eligible for an annual pay award and in the past year the average pay increase for the Group’s employees was
2.23% year on year. Due to the enlargement of the Group following the acquisition of Makro, the responsibilities and workload of
the Executive Directors increased. To address this the Committee engaged PwC to conduct a benchmarking review of Executive
Directors’ remuneration and, as a consequence, the base salary of four Executive Directors was increased. Charles Wilson,
Chief Executive, did not receive a salary increase. The average pay increase year on year of the Executive Directors was 10.87%,
although following these increases all Executive Directors’ salaries remain at or below the median benchmark.
With effect from 1 April 2013, subject to the annual pay rise, the Executive Director’s annual salary in relation to the Company will
be as follows:
2013
Executive Director (£’000)
Charles Wilson 510
Jonathan Prentis 345
Mark Aylwin 315
Guy Farrant 335
Bryn Satherley 280
Bonus
The bonus scheme covers Executive Directors, senior managers, branch managers and sales teams, comprising approximately
1,200 employees of the Group. The aggregate bonus pool is determined each year by the level of improvement in Group EBIT
year on year (previously EBITDA) and no bonus is paid unless there is an improvement. The maximum bonus achievable for an
Executive Director is 100% of basic salary. Charles Wilson, Chief Executive, has chosen not to participate in this bonus scheme. The
Committee views this as appropriate given the alignment with shareholder interests which arises from his significant shareholding in
the Company. Payments to Executive Directors are based upon a percentage of basic salary and do not form part of pensionable
earnings. The proportion of the bonus pool accruing to Executive Directors is less than 15%.
Of the Group’s average 9,658 employees (excluding Makro), over 6,000 employees are eligible for a bonus payment based
on “customer satisfaction”. Customer satisfaction is measured independently by calling 10,000 customers selected at random
covering retailers, caterers, delivered and collect across our 172 branches each quarter to ask them to rate key areas of service.
Around 1,300 logistics employees are eligible for a quarterly bonus payment based on achieving productivity and efficiency
targets at the site at which they are employed.
From 2014 the Group’s bonus schemes will be extended to cover Makro’s employees.
27
Booker Group plc
Remuneration Report
continued
PSP
The PSP allows Executive Directors and approximately 900 employees to receive share awards, subject to the achievement of
performance targets set by the Committee, measured over a three year period. Awards are made annually and, other than in
exceptional circumstances, will not be more than 150% of annual salary for Executive Directors.
For the 2010/13 and 2011/14 PSP cycle, the performance measures were share price based. Details of structure and outcome
are set out on page 36.
For the 2012/15 PSP cycle, the Committee resolved to grant maximum awards at 150% of base salary for the Executive Directors.
Vesting for points between Threshold and Maximum will be calculated on a straight line basis, as follows:
• 50% of each award will be linked to an Absolute TSR performance target with 25% of this element vesting at 8% growth per
annum and rising on a straight line basis with full vesting for 15% growth per annum, when measured over the 3 years from
the award date.
• 50% of each award will be linked to an Absolute EPS performance target with 25% of this element vesting for achieving
Absolute EPS growth of 6% per annum and rising on a straight line basis with full vesting requiring 12% growth per annum, as
measured between March 2012 and March 2015.
In setting the TSR performance target, the Committee has taken into account the TSR returns achieved by companies in the
FTSE350 commencing with the three year period to May 2002 and then walking forward on a weekly basis with the last data point
being the returns of each company through to July 2012.
There is no re-testing of performance targets under the PSP, and awards lapse if they are not met.
The performance measures for the 2013/16 cycle for the Executive Directors (excluding Charles Wilson) are expected to be similar
to the 2012/15 PSP cycle.
From 2014 the Group’s PSP schemes will be extended to cover Makro’s employees.
Pensions
The Company operates and has open to all permanent employees the Group defined contribution personal pension plan.
As an alternative to the pension arrangement, pensionable pay may be paid into the Executive Directors own personal
pension arrangement.
The normal retirement age for Executive Directors is 65.
All Executive Directors are entitled to a pension contribution at the rate of 15% of pensionable pay. Pensionable pay is set at
the prior year’s basic salary. A salary sacrifice arrangement was introduced for the Group Personal Pension Scheme in order to
maximise benefits available to the Scheme’s members.
Other benefits
Benefits for Executive Directors comprise car (or car allowance), life cover of four times basic salary, private medical insurance
and permanent health insurance for themselves and their families.
Clawback in incentive plans

For awards made from 2013, the Bonus schemes and PSP allow the Committee discretion to claw back bonus and unvested
share awards in the following circumstances:
• misconduct that causes significant damage or potential damage to the Company’s prospects, finances or brand reputation;
and/or
• actions that lead to material misstatement or restatement of accounts.
This feature helps ensure alignment between executive rewards and shareholder returns.
28
Booker Group plc
Sums paid to third parties

No consideration was paid to third parties for making available the services of any person as a Director of the Company during
the year.
Implementation: Outcomes for 2013 financial year

Single figure remuneration in 2013 – actual and maximum
The table below shows all remuneration that was received by individual Directors during the year ending 29 March 2013.
Total Remuneration for 2013 Financial Year*

Salary Taxable Pension Shares
Received Benefits Contributions Bonus Vested Total
Director £’000 £’000 £’000 £’000 £’000 £’000
Charles Wilson 510 1 77 0 0 588
Jonathan Prentis 317 26 45 191 0 579
Mark Aylwin 284 21 39 174 0 518
Guy Farrant 306 22 43 185 0 556
Bryn Satherley 277 30 41 155 0 503
Details of elements shown:
• Salary – salary for the year.

• Taxable benefits – all taxable benefits in kind arising from the individual’s employment in 2013.
• Pension Contributions – the value of Company contributions to pension plans or any cash allowances paid in lieu of pension
contributions.
• Bonus – the bonus relating to the Company’s performance in 2013, paid in 2014.
• Shares Vested – the value of PSPs at the date of vesting. No value is attributed to PSP awards in 2013 as no shares were
awarded in 2010, which would have vested during the year had any such PSPs been granted then.
*All figures are calculated in accordance with our understanding of the requirements of the current draft BIS regulations on
disclosure of executive pay.
Executive shareholding requirement

Alignment to shareholder interests is a key element of the Group’s remuneration policy which maintains commitment over the
long term and ensures that the interests of the Executive Directors are aligned with those of shareholders. The Committee
sets shareholding guidelines for Executive Directors. The current guideline is to build and maintain, over time, a personal (and/
or spousal) holding of shares in the Company equivalent in value to at least the Director’s annual base salary. The Executive
Directors currently meet these guidelines. Details of the share interests of all Directors are shown below. Shares held outright by
each Executive Director at 29 March 2013 with no restrictions:
Director Ordinary Shares

Charles Wilson 108,241,986
Jonathan Prentis 10,413,807
Mark Aylwin 1,100,000
Guy Farrant 668,547
Bryn Satherley 8,363,486
29
Booker Group plc
Remuneration Report
continued
Bonus
In 2013 the bonus scheme covered Executive Directors, senior managers, branch managers and sales teams, comprising
approximately 1,200 employees of the Group. The aggregate bonus pool was determined by the level of improvement in Group
EBITDA year on year and no bonus would have been paid if there were no improvement. The maximum bonus achievable for
an Executive Director was 100% of basic salary. Charles Wilson, Chief Executive, has chosen not to participate in this bonus
scheme, and the Committee views this as appropriate given the alignment with shareholder interests which arises from his
significant shareholding in the Company. Payments to Executive Directors are based upon a percentage of basic salary and do
not form part of pensionable earnings.
The level of pre-bonus EBITDA achieved in 2013 gave rise to the following awards to the Executive Directors:
Director EBITDA award as % of salary

Jonathan Prentis 55.26
Mark Aylwin 55.26
Guy Farrant 55.26
Bryn Satherley 55.26
Bonus payments awarded to each Executive Directors, other than Charles Wilson who received no bonus, as a proportion of
salary in the three previous financial years.:
Financial Year Bonus Payment

2012 58.16%
2011 46.69%
2010 55.62%
Share Incentives
Structure and outcome for 2013:
• No awards were made in 2010 for vesting in 2013
Current position on outstanding awards:
• Details of the performance measures and potential vesting outcomes for outstanding awards as at 29 March 2013 are
as follows:
Value of PSPs
Performance Threshold Additional Maximum awards – PSPs vested Exercisable
Measure performance performance performance % of salary at 2013 from
2010/13 cycle
Share Price 60.0p 62.5p/70.0p 90.0p 150% All targets met October 2013
2011/14 cycle
Share Price 85.8p 89.4p/100.1p/128.7p 153.0p 150% 3 of 5 targets met November 2014
From 2012, the performance measures for the PSP were changed:
Threshold/ Maximum
Performance Threshold Maximum Maximum award – Potential vesting
Measure performance performance vesting Weighting % of salary outcomes
2012/15 cycle
TSR Growth by 8% Growth by 15 % 25%/100% 50% 75% Between Threshold and
per year or more per year or more Maximum vesting if current
performance maintained
EPS Growth by 6% Growth by 12 % 25%/100% 50% 75% Between Threshold and
per year or more per year or more Maximum vesting if current
performance maintained
30
Booker Group plc
Participation
As well as the Executive Directors, approximately 900 employees have received PSP options. In addition 1,951 employees
participate in the 2012 and 1,821 are in the 2011 SAYE scheme (in which the Executive Directors have chosen not to participate).
The high number of employees participating in these schemes is consistent with the Group’s policy of ensuring that the
remuneration of the Executive Directors is aligned with that of the overall workforce and with the interests of shareholders.
Since 2007, when the reverse takeover of Blueheath was completed and the Company became admitted to trading on AIM, the
equity value of the Company has increased from approximately £300m to over £2,100m. The value of the PSP options awarded
has been equivalent to 2% of the value generated.
Chief Executive
The total remuneration for Charles Wilson, Chief Executive during the period under review from 31 March 2012 is as follows:
Percentage increase Percentage increase

Total Variable from FY12 to FY13 – from FY12 to FY13
Remuneration Element (%) Chief Executive (%) Employees (%)
2012 588 0 0 2.94
2013 588 0 0 2.23
Spend on Pay
The percentage spend on and total amounts paid on executive and overall pay in relation to the profit and dividend for FY13 is set
out in the table below, together with tax paid.
Directors costs charged £3.1m 0.9%
Tax charged £50.3m 15.3%
Dividend paid £37.0m 11.3%
Retained profit 46.1m 14.1%
Employee costs charged (excluding Directors) £191.5m 58.4%
Tax charged in 2013

In the year ended 29 March 2013, the Group charged taxes payable to the UK Government of £50.3m being £18.3m of corporation
tax, £14.8m employer’s National Insurance Contributions and £17.2m of building rates. In addition, the Group collected tax on
behalf of the UK Government of £267.2m, being £79.6m net VAT payments, £35.6m of employee taxes, and £152.0m of customs
and excise duty.
31
Booker Group plc
Remuneration Report
continued
Other matters
Performance Graph
The Company’s performance from 28 March 2008 to 29 March 2013 measured by Total Shareholder Return (‘TSR’), is compared
in the chart below with the performance of the FTSE 250 Index (excluding investment trusts) and FTSE AIM All Share Index.
These are considered the most appropriate indices against which to measure performance following the reverse acquisition
of Blueheath in June 2007, which was at that time listed on AIM, the Company’s admission to listing on the Official List and to
trading on the London Stock Exchange plc’s main market for listed securities in July 2009 and its inclusion in the FTSE 250 Index
in December 2009.
TSR is defined as the return a shareholder would receive if they held a notional number of shares and received dividends over
a period of time. Assuming dividends are reinvested into the Company’s shares, it measures the percentage growth in the
Company’s share price together with any dividends paid.
Booker Group plc Total Shareholder Return Since 28 March 2008

600
500
400
300
200
100
0
March 2008 March 2009 March 2010 March 2011 March 2012 March 2013
Booker Group plc FTSE 250 (excluding investment trusts) FTSE AIM All Share
Non-Executive Directors’ pay policy and structure

Determination of fee levels
The Non-Executive Directors are paid a fixed fee. The Board has determined that the time commitment of Non-Executive
Directors should be 12 days per annum, other than the Chairman whose time commitment should be 24 days per annum. The
time commitment for Non-Executive Directors is set out in the relevant Non-Executive Director’s letter of appointment.
The Non-Executive Directors do not receive bonuses or pension contributions and are not entitled to participate in any of the
Company’s share schemes. They are entitled to be reimbursed for reasonable expenses incurred by them in carrying out their
duties as Directors of the Company. Fees for the Non-Executive Directors (other than the Chairman) are determined by the
Chairman and the Executive Directors, having regard to fees paid to Non-Executive Directors in other comparable UK quoted
companies, the time commitment and responsibilities of the role.
32
Booker Group plc
With effect from 1 April 2013, the Non-Executive Directors’ fees in relation to the Company will be as follows:
Additional Fee Additional Fee For

As Chairman of representation on
Basic Fee Committee Committee Total
Non-Executive £’000 £’000 £’000 £’000
Richard Rose 131 4 – 135
Helena Andreas 38 – – 38
Lord Bilimoria 39 – 5 44
Andrew Cripps 39 6 5 50
Stewart Gilliland 39 – 3 42
Karen Jones 39 6 – 45
Service Contracts
Notice periods
The Board’s policy is that service contracts of Executive Directors should provide for termination by the Company on not more
than twelve months’ notice.
The service contracts of each of the current Executive Directors provide for such a period of notice.
Termination
None of the contracts (except for Charles Wilson’s contract) provides for specific contractual termination payments other than
payment in lieu of notice. Under Charles Wilson’s contract, in the event of a change of control of the Company, Charles Wilson
has the right to terminate his employment on 30 days’ notice and to receive a payment equal to his gross salary for his contractual
notice period.
It is the Committee’s policy to ensure that a Director’s duty to mitigate his loss is taken into account in the calculation of any
termination payments.
The Company’s approach to the termination of contracts of service of Executive Directors is dictated by the relevant events,
bearing in mind the circumstances of termination and the interests of the Company.
External appointments
Executive Directors are not permitted to hold directorships or offices of companies whose shares are listed on a recognised stock
exchange and, accordingly, no Executive Director serves as a Non-Executive Director of any such company.
Non-Executive Directors’ letters of appointment

Non-Executive Directors have letters of appointment for an initial period of 3 years subject to termination on one month’s notice. In
addition, the Code requires that all Non-Executive Directors stand for re-election annually. Non-Executive Director appointments
are also subject to the Articles of Association of the Company.
The table below summarises the dates of appointment and most recent re-election dates for the Chairman and each of the Non-
Executive Directors serving as at 29 March 2013.
Date of appointment as Most recent date of

a Non-Executive Director re-election at AGM
Richard Rose a 9 May 2007 18 July 2012
Helena Andreas 14 November 2012 N/A
Lord Bilimoria 22 November 2007 18 July 2012
Andrew Cripps 22 November 2007 18 July 2012
Stewart Gilliland 8 December 2010 18 July 2012
Karen Jones 19 February 2009 18 July 2012
a Prior to his appointment as a Non-Executive Director, Richard Rose had been Executive Chairman of Blueheath from September 2006
Copies of the letters of appointment will be available for inspection at the Company’s registered office during business hours and
at the 2013 Annual General Meeting.
33
Booker Group plc
Remuneration Report
continued
Executive Directors
The table below summarises the service contracts of the Executive Directors.
Copies of the service contracts will be available for inspection at the Company’s registered office during business hours and at
the 2013 Annual General Meeting.
Notice period Notice period

Date of Date of (months) by the (months) by the Unexpired term
appointment re-election Company Director of contract
Charles Wilson 4 June 2007 18 July 2012 12 9* Rolling Contract
Jonathan Prentis 4 June 2007 18 July 2012 12 6 Rolling Contract
Mark Aylwin 9 November 2007 18 July 2012 12 12 Rolling Contract
Guy Farrant 14 October 2010 18 July 2012 12 12 Rolling Contract
Bryn Satherley 12 November 2008 18 July 2012 12 6 Rolling Contract
* In the event of a change of control, Charles Wilson can terminate on 30 days’ notice. Further details are set out on page 33.
All Executive Directors will stand for re-election at the 2013 Annual General Meeting.
Audited information on Directors’ emoluments

Audited Information
The following information has been audited by the Company’s auditor, KPMG Audit Plc.
Directors’ remuneration
The figures below represent the Directors’ remuneration earned during the period under review as Directors of the Company from
31 March 2012 or from date of appointment.
Annual Benefits Total before Pension Pension

Basic Bonus in Kind Contributions Contributions
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive
Charles Wilson 510 510 – – 1 1 511 511 77a 77a
Jonathan Prentis 317 298 191 173 26 26 534 497 45 38
Mark Aylwin 284 262 174 153 21 20 479 435 39 35
Guy Farrant 306 287 185 167 22 12 513 466 43 42
Bryn Satherley 277 275 155 160 30 31 462 466 41 36
Non-Executive
Richard Rose b 135 132 – – – – 135 132 – –
Helena Andreas 14 – – – – – 14 – – –
Lord Bilimoria b
44 43 – – – – 44 43 – –
Andrew Cripps b 50 49 – – – – 50 49 – –
Richard Farr bc
– 6 – – – – – 6 – –
Stewart Gilliland b
42 41 – – – – 42 41 – –
Karen Jones b 45 44 – – – – 45 44 – –
Total 2,024 1,947 705 653 100 90 2,829 2,690 245 228
a The balance in excess of the annual £50,000 pensions funding limit is paid as a taxable salary supplement
b Fees include amounts paid for representation on various committees
c Resigned from the Board on 18 May 2011
34
Booker Group plc
Directors’ options
Options over Ordinary Shares of the Company under the PSP held by the Executive Directors who served during the year,
together with any movements in those options in the year, are shown below:
Shares Options Shares

under Options Options exercised under Exercise
Date of option 30 granted lapsed during option 29 price Exercisable Exercisable
Name Grant March 2012 during year during year year a March 2013 (pence) from b to b
3 July
Charles Wilson 3 July 2008 1,400,000 – – – 1,400,000 Nil 2010/11 3 July 2018
3 July
Jonathan Prentis 3 July 2008 1,400,000 – – – 1,400,000 Nil 2010/11 3 July 2018
1,432,560 1,432,560
19 October 55,813 55,813 19 October 19 October
2010 (CSOP)* – – – (CSOP)* Nil 2013 2020
9 November 9 November 9 November

2011 585,010 – – – 585,010 Nil 2014 2021

2012 – 522,622 – – 522,622 Nil 2015 2022
3 July 3 July
Mark Aylwin 3 July 2008 1,000,000 – – – 1,000,000 Nil 2010/11 2018
1,432,560 1,432,560
2010 (CSOP)* – – – (CSOP)* Nil 2013 2020

2011 514,645 – – – 514,645 Nil 2014 2021

2012 – 477,176 – – 477,176 Nil 2015 2022
14 October 14 October 14 October

Guy Farrant 2010 3,900,000 – – – 3,900,000 Nil 2011/12/13 2020

2011 562,895 – – – 562,895 Nil 2014 2021
507,473 507,473
22 November 30,296 30,296 22 November 22 November
2012 – (CSOP)* – – (CSOP)* Nil 2015 2022
1,432,560 1,432,560
Bryn Satherley 2010 (CSOP)* – – – (CSOP)* Nil 2013 2020

2011 538,770 – – – 538,770 Nil 2014 2021

2012 – 424,157 – – 424,157 Nil 2015 2022
a The aggregate gains made by Directors on the exercise of options was £nil (2012: £1,029,000).
b Represents the earliest exercise date (assuming satisfaction of the relevant performance condition) and latest expiry date of options held by the Director during the year. The
performance condition is described below.
* At the time of exercise, to the extent that there is a gain on the Company Share Option Plan (‘CSOP’) option (which is a tax-approved option granted under the PSP with an
exercise price equal to the market value of the shares at the time of grant), PSP options will be forfeited to the same value.
The maximum award permitted under the PSP is 400% of base salary. Since 2011, annual awards have been made at up to 150%
of base salary.
The closing mid market price of an Ordinary Share on 29 March 2013 was 121.5p and the price range during the year was 72.60p
to 125.30p.
PSP options
The Committee established the PSP in July 2008, which was extended on a discretionary basis to certain employees only.
Certain information relating to the PSP was set out in the Remuneration Report contained in the Company’s 2008 Annual Report
and Accounts which was approved by shareholders at the Company’s Annual General Meeting in 2008.
35
Booker Group plc
Remuneration Report
continued
PSP options granted in 2010

In October 2010, the Company made awards under the PSP in relation to a total of 11.3m new Ordinary Shares.
The options granted will vest and become exercisable three years from the date of the award subject to continued employment and
the performance conditions mentioned below being satisfied and will lapse if not exercised within ten years of the date of award.
A quarter of each option will vest on reaching each of the share prices of 60p, 62.5p, 70p and 90p, in each case sustained over
a consecutive 60-day period. As at 29 March 2013, all of the four share price targets had been met.
In October 2010, Guy Farrant was granted a special performance share award (in the form of a nil-cost option) over 3.9 million
Ordinary Shares in the Company (‘the Option’). The Option was granted specifically in connection with Guy’s appointment as a
Director. Additional information about the Option can be found in the Company’s 2011 Annual Report and Accounts which was
approved by shareholders at the Company’s Annual General Meeting in 2011.
The Option is in two parts: one part relates to 2.1 million Ordinary Shares in the Company and the other part relates to 1.8 million
Ordinary Shares in the Company. A third of the 2.1 million shares will vest on reaching each of the share prices of 52p, 56p and
58p. This part of the Option can be exercised in three annual instalments, assuming that the relevant share price target has been
reached by the end of each year (otherwise, the Option can be exercised after three years to the extent that the targets have
subsequently been reached by that time). As at 29 March 2013, all three of the share price targets had been met.
A quarter of the 1.8 million shares will vest on reaching each of the share prices of 60p, 62.5p, 70p and 90p. To the extent that
these share price targets are met, this part of the Option can be exercised after three years. For each part of the Option, each
share price target has to be sustained over a consecutive 60 day period in order for the relevant part of the Option to vest. Other
than as set out above, the vesting and exercise terms applying to the Option are the same as if it had been granted under the
PSP. As at 29 March 2013, all four of the share price targets had been met.

In November 2011, the Company made awards under the PSP in relation to a total of 7.0m new Ordinary Shares.
The options granted will vest and become exercisable three years from the date of the award subject to continued employment
and the performance conditions mentioned below being satisfied and will lapse if not exercised within ten years of the date of
award. A fifth of each option will vest on reaching each of the share prices of 85.8p, 89.4p, 100.1p. 128.7p and 153.0p, in each
case sustained over a consecutive 60-day period.
As at 29 March 2013, three of the five share price targets had been met.

In November 2012, the Company made awards under the PSP in relation to a total of 6.3m new Ordinary Shares.
As a result of concerns expressed by shareholders during 2012, the Committee decided to review the structure of the PSP
performance conditions so that they were more in line with equivalent plans used by other FTSE companies.
As a result new performance conditions relating to the 2012 PSP awards were adopted and will apply as follows:
• 50% of each award would be linked to an Absolute TSR performance target with 25% of this element vesting at 8% growth
per annum and rising on a straight line basis with full vesting for 15% growth per annum, when measured over the 3 years from
the award date.
• 50% of each award would be linked to an Absolute EPS performance target with 25% of this element vesting for achieving
Absolute EPS growth of 6% per annum and rising on a straight line basis with full vesting requiring 12% growth per annum, as
measured between March 2012 and March 2015.
The options granted will vest and become exercisable three years from the date of award, subject to continued employment and
the performance conditions outlined above being satisfied and will lapse if not exercised within 10 years of the date of award.
Karen Jones CBE

Chairman of the Remuneration Committee
36
Booker Group plc
Directors’ Report
The Directors present their report and audited accounts for the 52 week period ended 29 March 2013.
Business review
Information contained in the Chief Executive’s Review and the Group Finance Director’s Report fulfilling the requirements of
Section 417 Companies Act 2006 are incorporated by reference into this Directors’ Report. The Corporate Governance Report
(incorporating the Audit Committee Report and the Nomination Committee Report) and the Remuneration Report also form part
of and are incorporated by reference into this Directors’ Report.
Financial risk management

Policies on financial risk management are set out in note 18 to the Financial Statements.
Key performance indicators (KPIs)

The principal KPIs used to monitor the financial performance of the business are operating profit margin, operating profit, profit
after tax and levels of net debt relative to plan. Other key non-financial measures are customer satisfaction and health and safety.
Results and dividends

The Group recorded a profit for the period of £83.1m (2012: £74.9m) as shown in the Consolidated Income Statement for the
period ended 29 March 2013 which is set out on page 42.
The Directors have recommended a final dividend of 2.25 pence per Ordinary Share. If approved by shareholders at the Annual
General Meeting on 10 July 2013, this final dividend will be payable on 12 July 2013 to shareholders on the register of members
at the close of business on 14 June 2013. An interim dividend of 0.38 pence per share was paid on 30 November 2012.
If the final dividend is approved by shareholders, dividends for the year will total 2.63 pence per Ordinary Share (2012: 2.28 pence).
Interests of Directors in contracts

During the period no Director had any material interest in any significant contract to which the Company or any subsidiary was a party.
Changes of control
All of the Company’s share schemes contain provisions relating to a change of control. Outstanding options and awards normally
vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time. The
Company is not a party to any other significant agreements that take effect, alter or terminate upon a change of control following
a takeover bid other than its bank facility agreement, which provides that on a change of control the lender shall not be obliged
to fund a utilisation (except for a rollover loan) and, if it so requires, may cancel its commitment and declare its participation in all
outstanding utilisations immediately due and payable. Further the Company is not party to any agreement with the Directors or
employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or
otherwise) that occurs as a result of a takeover bid other than with Charles Wilson, in that in the event of a change of control of
the Company, Charles Wilson has the right to terminate his employment on 30 days’ notice and to receive a payment equal to his
gross salary for his contractual notice period.
Directors
The names of those persons serving as Directors of the Company during the year are set out below. The Directors held office
throughout the period unless otherwise stated.
Charles Wilson
Jonathan Prentis
Mark Aylwin
Guy Farrant
Bryn Satherley
Richard Rose
Lord Bilimoria
Andrew Cripps
Karen Jones
Stewart Gilliland
Helena Andreas (appointed 14 November 2012)
Biographical details of the Directors are set out in the section headed Directors and Officers on pages 10 and 11.
In accordance with the Company’s Articles of Association Helena Andreas will be standing for election at the 2013 Annual General
Meeting and, in accordance with the Code, each of the other Directors has resolved to stand for re-election annually and will be
standing for re-election at the 2013 Annual General Meeting.
37
Booker Group plc
Directors’ Report
continued
Conflicts of Interest
In accordance with the Company’s Articles of Association and section 175 of the Companies Act 2006, formal procedures for the
notification and authorisation of potential and actual conflicts of interest have been approved by the Board.
These procedures, which enable the Directors to impose limits or conditions when giving or reviewing authorisation, ensure
that only Directors who have no interest in the matter being considered can authorise conflicts, and require the Board to review
the register of Directors’ conflicts annually and on an ad hoc basis when necessary. Any potential conflicts of interest in relation
to newly appointed Directors are considered by the Board prior to appointment. These procedures have operated effectively
throughout the current financial period.
Directors’ and Officers’ Liability Insurance

The Company maintains appropriate directors’ and officers’ liability insurance in respect of itself and its Directors and officers.
The Directors may also be indemnified in accordance with the Company’s Articles of Association and to the maximum extent
permitted by law, although no such indemnities are currently in place. The insurance does not, and any indemnities if granted
would not, provide cover where the relevant Director or officer has acted fraudulently or dishonestly.
The Company prepares a separate Corporate Governance Report, Audit Committee Report, Nomination Committee Report and
Directors’ Remuneration Report.
Substantial interests
The Company has been notified under the Disclosure and Transparency Rules of the following interests in the voting rights
attaching to the Company’s issued share capital as at 22 May 2013.
Metro Cash & Carry International Holding BV 9.07%

Prudential Plc 6.32%
Charles Wilson 6.27%
Ameriprise Financial Inc 4.78%
Artemis Investment Management 4.43%
Blackrock Inc 4.33%
Schroder Investment Management 4.29%
Cazenove Capital Management 4.01%
Aviva Plc 3.89%
Legal & General Group Plc 3.17%
38
Booker Group plc
Directors’ share interests

Details of the share interests of all Directors, and their connected persons, as at 29 March 2013 are shown below. There have
been no changes in the interests between 29 March 2013 and 22 May 2013.
Ordinary Shares in Booker Group plc Ordinary Shares in Booker Group plc
29 March 2013 30 March 2012
Charles Wilson 108,241,986 108,241,986
Jonathan Prentis 10,413,807 10,413,807
Mark Aylwin 1,100,000 1,100,000
Guy Farrant 668,547 668,547
Bryn Satherley 8,363,486 8,363,486
Richard Rose 910,282 910,282
Lord Bilimoria 50,000 50,000
Andrew Cripps 200,000 200,000
Karen Jones 145,000 145,000
Stewart Gilliland 50,000 50,000
Helena Andreas – n/a
Employees
It is the Group’s policy to involve employees in the business and to ensure that matters of concern to them, including the Group’s aims
and objectives and its financial performance, are communicated in an open and regular way and, when appropriate, employees’
views are taken into account. This is achieved through the use of business briefings and other less formal communications.
The Directors encourage employees to become shareholders to promote active participation in and commitment to the Group’s
success. This policy has been pursued for all employees through the SAYE scheme. As at the year end 1,951 employees were
contributing monthly to the 2012 SAYE scheme and 1,821 employees were contributing monthly to the 2011 SAYE scheme.
The promotion of equal opportunities for all employees, including disabled persons, is regarded as an important Group priority.
Applications for employment and promotion of disabled persons are treated on the same basis as those from other applicants
having regard to aptitude, ability, requirements of the job and experience. The Group’s policy is to seek to continue the employment
of, and to arrange appropriate training for, employees who have become disabled during the period when they were employed
by the Group.
In the year the average number of persons employed by the Group (excluding Makro employees but including Directors) increased
from 9,375 to 9,658.
Suppliers
The Group works closely with its suppliers to ensure the delivery of its policies on product quality and integrity, health and safety,
and the environment. Payments to suppliers are made in accordance with terms and practices agreed with individual suppliers.
Trade creditors for the Group at the financial year end represented 41 days of purchases (2012: 41 days).
39
Booker Group plc
Directors’ Report
continued
Share capital
As at 29 March 2013, the Company’s share capital consisted of 1,727,090,560 issued and fully paid Ordinary Shares with a
nominal value of 1 pence per share, listed on the London Stock Exchange. A total of 156,621,525 Ordinary Shares were issued to
Metro Cash & Carry International Holdings BV on 4 July 2012 which, as at that date, represented 9.99% of the Company’s issued
share capital. A total of 3,079,233 Ordinary Shares were issued during the year in connection with the exercise of options under
the Company’s share option schemes. Ordinary Shares may be held in certificated or uncertificated form.
At the Annual General Meeting held in 2012, the Company was granted authority by shareholders to purchase up to 156.7 million
Ordinary Shares, representing less than 10% of the Company’s ordinary share capital as at 29 May 2012. No Ordinary Shares
were purchased pursuant to this authority during the year. In accordance with current best practice, the Company will seek to
renew this authority at the forthcoming Annual General Meeting.
The rights and obligations attaching to the Company’s Ordinary Shares are contained in the Company’s Articles of Association,
a copy of which can be viewed on the Company’s website or obtained by request to the Company Secretary. The Articles of
Association can only be changed by special resolution passed in a general meeting of shareholders.
Each Ordinary Share carries the right to one vote on a poll, and to attend and speak at a general meeting of the Company, to
appoint proxies to exercise full voting rights and to participate in any distribution of income or capital. There are no restrictions on
transfer or limitations on the holding of the Ordinary Shares, nor are there any requirements for prior approval for their transfer.
Under the Articles of Association, the Directors have the power to suspend voting rights and the right to receive dividends in
respect of Ordinary Shares in circumstances where the holder of those shares fails to comply with a notice issued under section
793 of the Companies Act 2006.
Ordinary Shares acquired through the Company’s share option schemes rank equally with all other Ordinary Shares in issue and
have no special rights. Details of share options granted but not exercised or lapsed as at 29 March 2013 are set out in note 25 to
the Financial Statements.
Provisions dealing with the appointment and replacement of Directors are contained in the Articles of Association, which provide
that a Director may be appointed by ordinary resolution of shareholders or by the existing Directors, either to fill a vacancy or as
an additional Director.
The Directors may exercise all the powers of the Company subject to the provisions of the applicable legislation, the Articles of
Association and any directions given by the Company in general meeting. The powers of the Directors include those in relation
the issue and buy-back of shares.
There are no known arrangements under which financial rights are held by persons other than holders of the shares, nor any
known arrangements on restrictions on share transfers or voting rights.
Annual General Meeting

The Annual General Meeting of the Company will be held at 11:00am on Wednesday 10 July 2013 at Booker Branch Wimbledon,
Endeavour Way, Durnsley Road, London SW19 8PLG.
The Notice of Annual General Meeting, which separately accompanies this document, includes details of the business to be
transacted at the meeting and contains an explanation of all resolutions to be considered at the Annual General Meeting.
It is the intention that the entire Board will stand for election or re-election, as applicable, at the forthcoming Annual
General Meeting.
Electronic Communications
The Company is authorised under its Articles of Association and pursuant to the Companies Act 2006 to communicate with
shareholders or anyone with an indirect interest in shares by making such communication available on its website. The Company
has written to all shareholders to invite them to indicate how they wish to receive copies of the Annual Report and Accounts.
Accordingly, the Company will distribute its printed Annual Report and Accounts only to shareholders who have indicated to the
Company that they wish to receive it in that form. The Company will periodically canvas new shareholders on the form in which
they wish to receive their shareholder communications.
40
Booker Group plc
Ethical Code
Details of the Group’s Ethical Code can be found on the Group’s website, www.bookergroup.com
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the
Group and Company financial statements. Further information in relation to the Directors’ assessment of going concern is
contained in note 1 to the financial statements.
Political and charitable contributions

The Group made no political contributions or donations during the period, nor did it incur any other political expenditure, either
in the UK or overseas. During the year to 29 March 2013, employees and Directors raised £47,043 for local charities across
the country and the Group donated £4,436 to Grocery Aid, formerly Caravan and Sweet Charity. In addition donations totalling
£59,188 were made to charities by employees through the ‘Give as you Earn’ scheme.
Disclosure of information to auditor

Each of the Directors who held office at the date of approval of this Directors’ Report confirms that, so far as he or she is aware,
there is no relevant audit information of which the Company’s auditor is unaware and that he or she has taken all the steps that he
or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that
the Company’s auditor is aware of that information.
Auditor
The Committee has recommended to the Board and to shareholders that KPMG should be re-appointed as the Company’s
auditor at the AGM on 10 July 2013 and KPMG has signified its willingness to continue in office.
This report was approved by the Board of Directors on 22 May 2013
Mark Chilton
Company Secretary
41
Booker Group plc
Consolidated Income Statement

For the 52 weeks ended 29 March 2013
52 weeks ended 53 weeks ended

29 March 2013 30 March 2012
Before Exceptional
exceptional items
items (Note 4) Total Total
Note £m £m £m £m
Revenue 3 3,992.2 – 3,992.2 3,932.8
Cost of sales (3,832.8) – (3,832.8) (3,784.1)
Gross profit 159.4 – 159.4 148.7
Administrative expenses (60.3) (3.0) (63.3) (59.1)
Operating profit 99.1 (3.0) 96.1 89.6
Finance income 6 7.5 – 7.5 6.3
Finance expenses 6 (2.2) – (2.2) (5.1)
Net financing income 6 5.3 – 5.3 1.2
Profit before tax 4 104.4 (3.0) 101.4 90.8
Tax 7 (18.3) – (18.3) (15.9)
Profit for the period attributable to the owners of the Group 86.1 (3.0) 83.1 74.9
Earnings per share (Pence)

Basic 8 4.93p 4.83p
Diluted 8 4.84p 4.74p
All of the Group’s operations during the period shown above represent continuing operations.
Consolidated Statement
of Comprehensive Income

29 March 2013 30 March 2012
Note £m £m
Profit for the period 83.1 74.9
Actuarial loss arising in the pension scheme 20 (6.1) (25.7)

Tax relating to actuarial losses 7,13 1.4 6.2
Other comprehensive expense (4.7) (19.5)
Total comprehensive income for the period attributable to the owners of the Group 78.4 55.4
42
Booker Group plc
Consolidated Balance Sheet

As at 29 March 2013
29 March 2013 30 March 2012

Note £m £m
ASSETS
Non-current assets
Property, plant and equipment 9 71.9 71.9
Intangible assets 10 436.9 437.1
Investment in joint venture 11 0.6 0.5
Other investments 12 144.9 –
Deferred tax asset 13 13.5 13.3
667.8 522.8
Current assets
Inventories 14 267.1 268.5
Trade and other receivables 15 96.6 81.7
Cash and cash equivalents 77.2 63.5
440.9 413.7
Total assets 1,108.7 936.5
LIABILITIES
Current liabilities
Interest bearing loans and borrowings 17 – (0.1)
Trade and other payables 16 (486.5) (471.8)
Current tax (21.2) (15.2)
(507.7) (487.1)
Non-current liabilities
Other payables 16 (28.0) (28.2)
Retirement benefit liabilities 20 (6.8) (19.0)
Provisions 21 (28.1) (32.8)
(62.9) (80.0)
Total liabilities (570.6) (567.1)
Net assets 538.1 369.4
EQUITY
Share capital 22 17.3 15.7
Share premium 34.9 49.1
Merger reserve 260.8 260.8
Other reserve 136.8 –
Share option reserve 6.6 3.8
Retained earnings 81.7 40.0
Total equity attributable to equity holders 538.1 369.4
These financial statements were approved by the Board of Directors on 22 May 2013 and were signed on its behalf by:
Charles Wilson Jonathan Prentis

Director Director
43
Booker Group plc
Consolidated Cash Flow Statement


29 March 2013 30 March 2012
Note £m £m
Cash flows from operating activities
Profit before tax 101.4 90.8
Depreciation 9 14.1 12.6
Amortisation 10 0.2 0.2
Net finance income (5.3) (1.2)
Equity settled share based payments 3.1 2.4
Decrease/(increase) in inventories 1.4 (48.1)
(Increase)/decrease in debtors (14.9) 5.4
Increase in creditors 8.9 47.8
Increase in amount due to investment 5.6 –
Contributions to pension scheme 20 (10.8) (8.4)
Decrease in provisions 21 (6.4) (3.7)
Net cash flow from operating activities 97.3 97.8
Interest paid (0.5) (2.2)
Tax paid (11.1) (11.2)
Cash generated from operating activities 85.7 84.4
Cash flows from investing activities
Acquisition of property, plant and equipment (14.1) (24.1)
Acquisition of investment 12 (20.7) –
Investment in joint venture (0.1) (0.5)
Sale of property, plant and equipment – 0.1
Net cash outflow from investing activities (34.9) (24.5)
Cash flows from financing activities
Payment of finance lease liabilities (0.1) (0.3)
Repayment of borrowings – (20.0)
Proceeds from issue of ordinary shares – 4.2
Dividends 24 (37.0) (26.5)
Net cash outflow from financing activities (37.1) (42.6)
Net increase in cash and cash equivalents 13.7 17.3
Cash and cash equivalents at the start of the period 63.5 46.2
Cash and cash equivalents at the end of the period 77.2 63.5
Reconciliation of net cash flow to movement in net cash in the period

£m £m
Net increase in cash and cash equivalents 13.7 17.3
Cash outflow from decrease in debt and lease financing 0.1 20.3
Other non-cash items – (1.3)
Opening net cash 63.4 27.1
Net cash at the end of the period 19 77.2 63.4
44
Booker Group plc
Consolidated Statement
of Changes in Equity
52 weeks ended 29 March 2013
Share
Share Share Merger Other option Retained
capital premium reserve reserve reserve earnings Total
Note £m £m £m £m £m £m £m
At 30 March 2012 15.7 49.1 260.8 – 3.8 40.0 369.4
Profit for the period – – – – – 83.1 83.1
Defined benefit plan actuarial losses 20 – – – – – (6.1) (6.1)
Tax relating to components of
other comprehensive income 7,13 – – – – – 1.4 1.4
Total comprehensive income for the period – – – – – 78.4 78.4
Share options exercised – – – – (0.3) 0.3 –
Shares issued for acquisition 1.6 – – 122.6 – – 124.2
Reclassification between reserves – (14.2) – 14.2 – – –
Dividends to shareholders 24 – – – – – (37.0) (37.0)
Share based payments 25 – – – – 3.1 – 3.1
At 29 March 2013 17.3 34.9 260.8 136.8 6.6 81.7 538.1
53 weeks ended 30 March 2012

Share
Share Share Merger Other option Retained
capital premium reserve reserve reserve earnings Total
Note £m £m £m £m £m £m £m
At 25 March 2011 15.3 45.3 260.8 – 4.1 8.4 333.9
Profit for the period – – – – – 74.9 74.9
Defined benefit plan actuarial losses 20 – – – – – (25.7) (25.7)
Tax relating to components of
other comprehensive income 7,13 – – – – – 6.2 6.2
Total comprehensive income for the period – – – – – 55.4 55.4
Share options exercised 0.4 3.8 – – (2.7) 2.7 4.2
Dividends to shareholders 24 – – – – – (26.5) (26.5)
Share based payments 25 – – – – 2.4 – 2.4
At 30 March 2012 15.7 49.1 260.8 – 3.8 40.0 369.4
45
Booker Group plc
Notes to the Group Financial Statements

1. General information
Overview
Booker Group plc is a public limited company incorporated in the United Kingdom (Registration number 05145685). The
Company is domiciled in the United Kingdom and its registered address is Equity House, Irthlingborough Road, Wellingborough,
Northamptonshire, NN8 1LT. The nature of the Group’s operations and its principal activities are set out in the Chief Executive’s
Review and Directors’ Report.
Basis of accounting
In accordance with EU law (IAS Regulation EC 1606/2002), the group financial statements have been prepared in accordance with
International Financial Reporting Standards (‘IFRS’) adopted for use in the EU as at 29 March 2013 (‘adopted IFRS’), International
Financial Reporting Interpretations Committee (‘IFRIC’) interpretations and those parts of the Companies Act 2006 applicable
to companies reporting under IFRS. The company has elected to prepare its parent company accounts in accordance with UK
Generally Accepted Accounting Principles (‘UK GAAP’); these are presented on pages 71 to 74.
The group financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’). The
parent company financial statements present information about the Company as a separate entity and not about its Group.
The financial statements are presented in Sterling and rounded to the nearest hundred thousand.
The financial statements for the current period have been prepared for a 52 week period (prior period is for a 53 week period) to
reflect internal management reporting.
Accounting standards adopted in the period

The Group has adopted the following amendents and interpretations which do not have a material effect on the financial statements:
• Amendments to IFRS 7 ‘Financial instruments: Disclosures’

• Amendments to IAS 12 ‘Deferred Tax: Recoverability of Underlying Assets’
New IFRS and amendments to IAS and interpretations

There are a number of standards and interpretations issued by the International Accounting Standards Board that are effective for
financial statements after this reporting period and all have been endorsed by the European Union. The following have not been
adopted early by the Group:
Effective for accounting

periods starting on or after
Amendments to IAS 1 ‘Presentation of Items of Other Comprehensive Income (2010)’ 1 July 2012
Amendments to IAS 19 ‘Defined Benefit Plans (2011)’ 1 January 2013
Amendments to IAS 27 ‘Consolidated and Separate Financial Statements (2011)’ 1 January 2014
Amendments to IAS 28 ‘Investments in Associates and Joint Ventures (2011)’ 1 January 2014
Amendments to IFRS 7 ‘Disclosures – Offsetting Financial Assets and Financial Liabilities’ 1 January 2014
IFRS 10 ‘Consolidated Financial Statements’ 1 January 2014
IFRS 11 ‘Joint Arrangements’ 1 January 2014
IFRS 12 ‘Disclosure of Interests in Other Entities’ 1 January 2014
IFRS 13 ‘Fair Value Measurement’ 1 January 2013
Amendments to IAS 32 ‘Offsetting Financial Assets and Financial Liabilities’ 1 January 2014
The application of these standards and interpretations is not anticipated to have a material effect on the Group’s financial
statements apart from Amendments to IAS 19 ‘Defined Benefit Plans’. A key amendment relates to the calculation of the finance
charge. The revision eliminates the ‘expected return on assets’ from the measurement of a pension’s expense and directs entities
to instead charge a cost of finance against its net unfunded liability or surplus position. This is performed by determining a
discount rate by reference to market yields from high quality corporate bonds. For the current year, there is a net pension finance
credit of £7.5m and under the revised standard this would have been an interest charge of £0.6m and an administrative expense
of £1.2m.
46
Booker Group plc
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights
that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the date that control ceases.
During the period, the Group acquired the entire share capital of Makro Holding Limited (‘Makro’) which has two subsidiaries:
Makro Properties Limited and Makro Self Service Wholesalers Limited. The transaction was subject to Competition Commission
approval and, whilst this process was in progress, the Group was required to hold Makro separate from the rest of Booker in
accordance with undertakings given to the competition authorities in the normal way. As a result, the Group had neither control
nor significant influence over Makro at the balance sheet date, and therefore it has not met the requirements for consolidation as
set out in IFRS3 (revised) ‘Business Combinations’ and IAS27 ‘Consolidated and Separate Financial Statements’. See note 12 for
more details.
Going concern
The risks noted in the Directors’ Report are those known to the Directors at the date of this Report which the Directors consider to
be material to the Group, but these do not necessarily comprise all risks to which the Group is exposed. In particular, the Group’s
performance could be adversely affected by poor economic conditions. Additional risks and uncertainties currently unknown to
the Directors, or which the Directors currently believe are immaterial, may also have a material adverse effect on the business,
financial condition or prospects of the Group.
In July 2011, the Group negotiated a new unsecured bank facility of £120m for a period of 5 years. The Group’s forecasts and
projections, taking account of possible changes in trading performance and considering the risks identified, show that the Group
should be able to operate within the level of its bank facility.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the
Group and Company financial statements.
Use of assumptions and estimates

The preparation of accounts in accordance with generally accepted accounting principles requires the Directors to make
judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
Some of these policies require a high level of judgement and the Directors believe that the most critical accounting policies and
significant areas of judgement and estimation arise from the accounting for:
• IAS19 ‘Employee benefits’. Defined benefit schemes are accounted for in accordance with the advice of an independent
qualified actuary but significant judgements are required in relation to the assumptions for future salary and pension increases,
inflation, investment returns and mortality that underpin their valuations.
• IAS37 ‘Provisions, contingent liabilities and contingent assets’. The Group is party to a number of leases on properties that are
no longer required for trading. Whilst every effort is made to profitably sub-let these properties, it is not always possible to do
so. Where a lease is onerous to the Group, a provision is established for the difference between amounts contractually payable
to the landlord and amounts contractually receivable from the tenant (if any) for the period up until the point it is judged that the
lease will no longer be onerous. In addition, provisions exist for the expected future dilapidation cost on leasehold properties
and the expected future costs of removing asbestos from leasehold properties. The Directors believe that their estimates,
which are based upon the advice of an in-house property department who monitor the UK property market, are appropriate.
• IAS36 ‘Impairment of assets’. In testing for impairment of goodwill, the Directors have made certain assumptions concerning
the future development of the business that are consistent with its annual budget and forecast into perpetuity. Should these
assumptions regarding the discount rate or growth in the profitability be unfounded then it is possible that goodwill included
in the balance sheet could be impaired. At 29 March 2013, the Directors do not consider that any reasonably likely changes in
key assumptions would cause the carrying value of the goodwill to become impaired.
• IAS12 ‘Income Taxes’. In applying the Group’s accounting policy in relation to deferred tax, as set out below, the Directors are
required to make assumptions regarding the Group’s ability to utilise historical tax assets following an assessment of the likely
quantum and timing of future taxable profits. A deferred tax asset is recognised to the extent that the Directors are confident
that the Group’s future profits will utilise historical tax assets.
47
Booker Group plc

continued
2. Accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
Group financial statements.
Intangible assets
a) Business combinations and goodwill
Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the purchase method. Goodwill
represents amounts arising on acquisition of subsidiaries. In respect of business acquisitions that have occurred since 1 April
2006, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and
liabilities acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of
whether those rights are separable.
Goodwill is capitalised and is subject to an impairment review, both annually and when there are indications that its carrying value
may not be recoverable.
On 4 June 2007 the Company, then named Blueheath Holdings plc, became the legal parent company of Giant Topco Limited in
a share-for-share transaction. Due to the relative values of the companies, the former Giant Topco Limited shareholders became
the majority shareholders with 90.36% of the enlarged share capital. As part of the business combination Blueheath Holdings
plc changed its name to Booker Group plc and changed its accounting reference date to 31 March. Following the transaction the
Company’s continuing operations and executive management were predominantly those of Giant Topco Limited.
IFRS 3 ‘Business Combinations’ defines the acquirer in a business combination as the entity that obtains control. Accordingly, the
combination was accounted as a reverse acquisition i.e. as if Giant Topco Limited had acquired Blueheath Holdings plc in return
for consideration equal to the fair value of the shares issued.
Acquisition costs for acquisitions after 27 March 2010 are expensed to the income statement when incurred.
b) Other intangibles
Customer relationships and know-how are capitalised and amortised over 5 years.
Cost of sales
Cost of sales represents all costs incurred up to the point of sale including the operating expenses of the trading outlets.
Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement
as incurred.
Defined benefit plans

The Group’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future benefit
that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine
its present value, and the fair value of any plan assets (at bid price) is deducted. The liability discount rate is the yield at the
balance sheet date on AA credit rated bonds that have maturity dates approximating to the terms of the Group’s obligations. The
calculation is performed by a qualified actuary using the projected unit credit method.
All actuarial gains and losses as at 1 April 2006, the date of transition to Adopted IFRSs, were recognised. In respect of actuarial
gains and losses that arise subsequent to 1 April 2006 the Group recognises them in the period they occur directly in other
comprehensive income.
Where the calculation results in a benefit to the Group, the asset recognised is limited to the present value of any future refunds
from the plan or reductions in future contributions to the plan.
The expected return on pension scheme assets (recorded net of the costs to administer the scheme) and the interest on pension
scheme liabilities are shown in net finance costs within the income statement.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is
provided. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the
Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and
the obligation can be estimated reliably.
48
Booker Group plc
Financial instruments
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets
or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes
no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by
the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so
classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up
share capital and share premium account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated
with financial instruments that are classified in equity are treated as distributions and are recorded directly in equity.
Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables, available for sale financial assets, cash and cash
equivalents, loans and borrowings, and trade and other payables.
Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised
cost using the effective interest method, less any impairment losses.
Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised
cost using the effective interest method.
Cash and cash equivalents

Cash and cash equivalents comprise cash balances and deposits repayable on demand. Bank overdrafts that are repayable on
demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents
for the purpose only of the statement of cash flows.
Interest-bearing borrowings
Interest bearing borrowings are recognised in the balance sheet at amortised cost. Costs associated with extending the bank
facility have been recognised in the income statement. All other borrowing costs are recognised in the income statement in the
period in which they are incurred.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at
that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and
liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of
the transaction.
Guarantees
Third party property guarantees are initially recognised as a financial liability under IAS 37 ’Provisions, Contingent Liabilities and
Contingent Assets”. These are measured and recognised at fair value. These property guarantees are included within ‘Provisions’
on the balance sheet.
Impairment
The carrying values of the Group’s assets, other than inventories and deferred tax assets, are reviewed at each balance sheet
date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is
estimated and compared to the carrying amount.
An impairment loss is recognised to the extent that the carrying value of an asset exceeds its recoverable amount and is
recognised in the income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average principle and includes
certain warehousing and distribution costs incurred in bringing the inventory to their existing location less supplier volume rebates.
Net realisable value is the estimated selling price less the estimated costs of disposal.
49
Booker Group plc

continued
2. Accounting policies continued

Investment in joint ventures
The Group conducts its joint venture arrangements through jointly controlled entities and accounts for them using the equity
method of accounting. The Group records its share of the joint controlled entities’ post tax profit or loss within the income
statement and its share of the net assets within investments. Where the Group transacts with its jointly controlled entities,
unrealised profits and losses are eliminated to the extent of the Group’s interest in the joint venture.
Other investments
As stated in the basis of consolidation, the investment in Makro is shown in other investments and represents an available-for-sale
financial asset and is held at fair value.
Leases
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the
lease. Where a lease has a minimum fixed increase, the total minimum lease payments are spread over the lease term. The total
amount payable over the life of the lease remains unchanged but the timing of the income statement charge changes. The excess
of the rent charged over the cash payment in any period will be held on the balance sheet within ‘Accruals and deferred income’.
Lease incentives received are recognised in the income statement as an integral part of the total lease expense.
Finance lease payments

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining
balance of the liability.
Net financing costs

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.
Operating segments
IFRS 8 ‘Operating Segments’ requires that segments should be reported on the same basis as the internal reporting information
that is provided to the chief operating decision maker. The chief operating decision maker has been identified as the CEO. Internal
reports reviewed regularly by the CEO focus on the operations of the Group as a whole and report the results and financial
position on an IFRS basis. Whilst turnover is reported internally by customer and product types, it is not possible to analyse
profitability and balance sheets in this way. Products flow through the same distribution channels and there are a large amount
of expenses and assets / (liabilities) that are not specific. None of these possible segments have a unique management structure
responsible for getting the product from the supplier to the customer. The Group has no significant reliance on any individual
customers. At present the operation in India is insignificant and the Directors therefore present the financial statements as a single
reportable segment. Other than the operation in India, all of the Group’s revenue originates from the UK.
Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an
item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant
and equipment. Labour and associated costs that have been incurred specifically on the ‘Extra’ business centre conversions
have been capitalised in leasehold improvements and are being depreciated over the lesser of 10 years or the number of years
remaining on the lease.
Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as
finance leases. Where land and buildings are held under leases the accounting treatment of the land is considered separately
from that of the buildings. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their
fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and
impairment losses.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of
property, plant and equipment. Freehold land is not depreciated. The estimated useful lives are as follows:
• Leasehold improvements lesser of the unexpired term of the lease and 50 years
• Plant and equipment 3 – 10 years
• Motor vehicles 4 years
50
Booker Group plc
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a
past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material,
provisions are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax rate that reflects the time
value of money and the risks specific to the liability.
Revenue
Revenue is recognised when goods are received by the customer and the risks and rewards of ownership have passed to them.
Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods net
of discounts, volume rebates and value added tax. Discounts are accounted for in the period they are earned. Provision is made
for expected customer returns.
Share based payments

The Group has issued equity settled share based payments to certain employees in exchange for services rendered by them. The
fair value is measured using an option valuation model at the date of grant and is recognised as an employee expense over the
period in which the employees become unconditionally entitled to the options, with a corresponding increase in equity, shown in
a separate share option reserve. This valuation is based on estimates of the number of options that will eventually vest, taking into
account service conditions and market performance.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
Supplier rebates
Supplier allowances and credits are recorded as a reduction of cost of sales as they are earned according to the underlying
agreement. Allowances consist primarily of promotional allowances, quantity discounts and payments under merchandising
agreements. Amounts received under promotional or other merchandising allowance agreements that require specific performance
are recognised when the performance is satisfied, the amount is fixed and determinable and the collection is reasonably assured.
Taxation
Tax expense included in the Income Statement comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at
the balance sheet date, and any adjustment to tax payable in respect of previous periods.
Tax is recognised in the income statement except to the extent it relates to items recognised directly in equity, in which case it is
recognised in equity.
Deferred tax is provided using the Balance Sheet liability method, providing for temporary differences between the carrying
amounts of assets (excluding goodwill) and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the Income Statement, except when it relates to items charged or credited
directly to equity, in which case deferred tax is also dealt with in equity. Deferred tax assets are only recognised to the extent
that, following an assessment of the quantum and timing of future taxable profits, it is probable that future taxable profits will be
available against which deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and the amount which is recognised is
increased or reduced to the extent that it is then probable or no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered. Deferred tax assets and liabilities are offset against each other when they relate to
income taxes levied by the same tax jurisdiction and when the Group intends to settle its current tax assets and liabilities on a
net basis.
51
Booker Group plc

continued
3. Revenue
2013 2012
£m £m
Non tobacco 2,505.1 2,438.5
Tobacco 1,487.1 1,494.3
3,992.2 3,932.8
The Group has no significant reliance on any individual customers. At present the operation in India is insignificant and the
Directors therefore present the financial statements as a single reportable segment. Other than the operation in India, all of the
Group’s revenue originates from the UK. The functional currency of the Indian operation is Rupees.
4. Profit before tax

2013 2012
£m £m
This is stated after charging:
Depreciation of property, plant and equipment (note 9) 14.1 12.6
Amortisation of intangibles (note 10) 0.2 0.2
Operating lease rentals – land and buildings 46.9 46.8
Operating lease rentals – plant and machinery 13.0 11.4
During the period the Group incurred the following costs for services provided by the Company’s auditors:
Audit of these financial statements 0.1 0.1
Audit of financial statements of associates of the Company 0.2 0.2
Services in relation to corporate finance transactions 0.7 –
Taxation advisory services 0.1 0.2
1.1 0.5
During the period, the Group incurred £3.0m of fees in relation to the acquisition of Makro Holding Limited, and these have been
classified as an exceptional charge. These costs do not give rise to a tax credit.
5. Staff numbers and costs

The average number of persons employed by the Group during the period, was as follows:
2013 2012
Number Number
Business centre, distribution and selling 9,039 8,785
Administration 619 590
9,658 9,375
The increase in the average number of persons employed by the Group was due to the additional operational staff employed to
support the increase in trading activity.
The aggregate payroll costs of these persons were as follows: £m £m

Wages and salaries 171.2 164.8
Social security costs 16.8 16.1
Equity settled share based payments 3.1 2.4
Other pension costs 3.5 3.5
194.6 186.8
Details of Directors’ remuneration are provided in the Remuneration Report.
52
Booker Group plc
6. Finance income and expense

2013 2012
£m £m
Expected return on pension scheme assets 34.3 36.1
Interest on pension scheme liabilities (26.8) (29.8)
Net income attributable to pension scheme 7.5 6.3
Finance income 7.5 6.3
Interest on bank loans and overdrafts (0.5) (0.8)
Unwinding of discount on provisions (1.7) (1.9)
Amortisation of financing costs – (2.4)
Finance expense (2.2) (5.1)
Net financing income 5.3 1.2
7. Tax
i) Analysis of charge in the period
2013 2012
£m £m
Arising in respect of current period
Current tax 18.1 13.8
Deferred tax 4.4 6.5
22.5 20.3
Arising in respect of prior periods
Over statement in respect of prior period current tax (1.0) (4.5)
(Under)/over statement in respect of prior period deferred tax (3.2) 0.1
(4.2) (4.4)
Total tax charge 18.3 15.9
UK corporation tax is calculated at 24% (2012: 26%) of the estimated assessable profit for the period. Taxation in other jurisdictions
is calculated at the rates prevailing in respective jurisdictions.
ii) Reconciliation of effective tax rate

The differences between the total tax charge shown above and the amount calculated by applying the standard rate of UK
corporation tax to the profit before tax is as follows:
2013 2012
£m £m
Profit before exceptional items and tax 104.4 90.8
Tax using the current UK corporation tax rate of 24% (2012: 26%) 25.1 23.6
Non deductible expenses 2.2 2.1
Deferred tax asset on previously unrecognised tax losses (3.2) –
Post acquisition group loss relief from Makro surrendered for nil consideration (4.0) –
Tax relief arising on employee share option exercises (0.3) (4.7)
Recognition of previously unrecognised temporary differences (0.8) (1.4)
Impact of change in future tax rates 0.3 0.7
Adjustments in respect of prior periods (1.0) (4.4)
Total tax charge 18.3 15.9
Effective tax rate 17.5% 17.5%
Tax losses can be claimed from Makro from the time when the shares were legally acquired. As Makro is not consolidated, and it
is group policy not to pay for group relief, the benefit of these current year trading losses (tax value of £4.0m) has been accounted
for as a permanent difference in the Group’s current year tax charge.
53
Booker Group plc

continued
7. Tax continued
iii) Tax relating to components of other comprehensive income
2013 2012
£m £m
Deferred tax credit on:
Retirement benefit obligations 1.4 6.2
iv) Factors that may affect future current and total tax charge
A reduction in the UK corporation tax rate from 26% to 24% (effective from 1 April 2012) was substantively enacted and a further
reduction to 23% (effective from 1 April 2013) was also substantively enacted. This will reduce the company’s future current tax
charge accordingly. The deferred tax asset at 29 March 2013 has been calculated based on the rate of 23% substantively enacted
at the balance sheet date.
The March 2013 Budget announced that the rate will further reduce to 20% by 2015 in addition to the planned reduction to 21% by
2014 previously announced in the December 2012 Autumn Statement. It has not yet been possible to quantify the full anticipated
effect of the announced further 3% rate reduction, although this will further reduce the company’s future current tax charge and
reduce the company’s deferred tax asset accordingly.
8. Earnings per share

Basic earnings per share are calculated by dividing the profit after tax by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is based on the weighted average number of ordinary shares in issue adjusted by dilutive outstanding
share options and dilutive shares issuable under the Group’s share plans.
2013 2012
Weighted Weighted
average Earnings average Earnings
Earnings shares per share Earnings shares per share
£m Number m Pence £m Number m Pence
Basic EPS 83.1 1,684.3 4.93 74.9 1,551.4 4.83
Share options – 32.8 (0.09) – 30.3 (0.09)
Diluted EPS 83.1 1,717.1 4.84 74.9 1,581.7 4.74
The number of shares included in the diluted EPS in relation to the SAYE and the share option schemes has been calculated in
accordance with IAS 33 ‘Earnings per Share’.
54
Booker Group plc
9. Property, plant & equipment

Long Short Plant & Motor
Freehold Leasehold Leasehold Equipment Vehicles Total
£m £m £m £m £m £m
Cost
At 25 March 2011 0.3 20.6 35.7 232.4 7.1 296.1
Additions – 6.8 0.5 16.7 0.1 24.1
Disposals – – (0.2) (2.2) (0.7) (3.1)
At 30 March 2012 0.3 27.4 36.0 246.9 6.5 317.1
Additions – 2.5 0.1 11.4 0.1 14.1
Disposals – – – (0.6) (0.2) (0.8)
At 29 March 2013 0.3 29.9 36.1 257.7 6.4 330.4
Depreciation
At 25 March 2011 – 3.8 25.2 200.5 6.1 235.6
Provided during the period – 2.2 1.3 8.7 0.4 12.6
Disposals – – (0.2) (2.2) (0.6) (3.0)
At 30 March 2012 – 6.0 26.3 207.0 5.9 245.2
Provided during the period – 3.0 1.2 9.6 0.3 14.1
Disposals – – – (0.6) (0.2) (0.8)
At 29 March 2013 – 9.0 27.5 216.0 6.0 258.5
Net book value
At 29 March 2013 0.3 20.9 8.6 41.7 0.4 71.9
At 30 March 2012 0.3 21.4 9.7 39.9 0.6 71.9
At 25 March 2011 0.3 16.8 10.5 31.9 1.0 60.5
The cost of freehold properties includes land of £0.3m (2012: £0.3m) on which depreciation is not provided.
The net book value of plant and equipment includes £nil (2012: £0.1m) and motor vehicles £nil (2012: £0.1m) in respect of assets
held under finance leases.
55
Booker Group plc

continued
10. Intangible assets

Customer
Goodwill relationships Know-how Total
£m £m £m £m
Cost
At 25 March 2011 436.4 0.5 0.5 437.4
Additions – – – –
At 30 March 2012 436.4 0.5 0.5 437.4
Additions – – – –
At 29 March 2013 436.4 0.5 0.5 437.4
Amortisation
At 25 March 2011 – 0.1 – 0.1
Charge for the period – 0.1 0.1 0.2
At 30 March 2012 – 0.2 0.1 0.3
Charge for the period – 0.1 0.1 0.2
At 29 March 2013 – 0.3 0.2 0.5
Net book value
At 29 March 2013 436.4 0.2 0.3 436.9
At 30 March 2012 436.4 0.3 0.4 437.1
At 25 March 2011 436.4 0.4 0.5 437.3
Goodwill arose in the Group following:
• the acquisition of the Big Food Group Limited by Giant Topco Limited in 2005
• the reverse acquisition of Blueheath Holdings plc in 2007
• the acquisition of Ritter-Courivaud Limited in 2010
• the acquisition of the trade and assets of Classic Drinks in 2010
Under IAS 36 ‘Impairment of Assets’, the Group is required to test its fixed assets for impairment at least annually, or more
frequently if indicators of impairment exist. Impairment reviews compare the carrying value of the goodwill contained in each cash
generating unit (‘CGU’) with its recoverable amount.
The recoverable amount of each CGU is considered to be its value in use, calculated by reference to the pre tax cash flow
projections of each CGU based on the Group’s approved budget for 2014 and plan for 2015. Cash flows beyond this period are
extrapolated into perpetuity using an estimated growth rate of 2% (2012: 2%), being the Directors’ estimated view of the long term
compound growth in the economy. This is considered appropriate because the CGU is considered to be a long term business.
The discount rate used reflects the market assumptions for the risk free rate and equity risk premium and also takes into account
the cost of debt.
The main assumptions on which the forecast cash flows were based include the level of sales, gross margin and expenses within
the business and have been set by the Directors based on their past experience of the business and its industry together with
their expectations of the market. The level of sales depends upon the size of the markets in which the Group operates together
with the Directors’ estimations of its market share and competitive pressures. Gross margin is dependent upon the net costs to
the business of purchasing products together with the level of supplier rebates and income to support sales activities. Expenses
are based on the current cost base of the Group adjusted for variable costs and known plans for the business.
The Directors believe that two CGUs now exist within the Group:
a) Ritter (goodwill of £12.5m, intangible assets of £0.2m)

A pre tax discount rate of 10.5% (2012: 10.7%) has been applied to the projected cash flows.
A sensitivity analysis has been performed in order to review the impact of changes in key assumptions. With all other assumptions
held constant, neither a 10% increase in the pre tax discount rate, nor a decline in growth of 10%, would require an impairment
to be made.
56
Booker Group plc
b) Remaining business excluding Ritter (goodwill of £423.9m, intangible assets of £0.3m)

A pre tax discount rate of 10.8% (2012: 10.8%) has been applied to the projected cash flows.
A sensitivity analysis has been performed in order to review the impact of changes in key assumptions. With all other assumptions
held constant, neither a 10% increase in the pre tax discount rate, nor a decline in growth of 10%, would require an impairment
to be made.
The Directors believe that the assumptions on which the carrying value of fixed assets is supported are reasonable and that no
impairment to fixed assets is required.
11. Investment in joint venture

2013 2012
£m £m
At start of period 0.5 –
Addition 0.4 0.7
Share of loss for the period (0.3) (0.2)
At end of period 0.6 0.5
During the period the Group invested £0.4m in its 50% joint venture called Booker Satnam Wholesale Private Limited. The share
of loss for the period has been included within administrative expenses.
12. Other investments

2013 2012
£m £m
At start of period – –
Shares issued 124.2 –
Initial cash consideration 15.8 –
Cash consideration for an above target cash and working capital 4.9 –
At end of period 144.9 –
On 4 July 2012, the Group acquired Makro Holding Limited from Metro AG in exchange for 156,621,525 new ordinary shares and
a cash consideration of £15.8m. Makro Holding Limited has two subsidiaries; Makro Properties Limited and Makro Self Service
Wholesalers Limited.
The transaction was subject to Competition Commission approval and, whilst this process was in progress, the Group was
required to hold Makro separate from the rest of Booker in accordance with undertakings given to the competition authorities
in the normal way. As a result, the Group has neither control nor significant influence over Makro at the balance sheet date,
and therefore it has not met the requirements for consolidation as set out in IFRS3 (revised) ‘Business Combinations’ and
IAS27 ‘Consolidated and Separate Financial Statements’. In accordance with IAS39 ‘Financial Instruments: Recognition and
Measurement’, the investment will initially be held as an available for sale financial asset. Cash subsequently advanced from
Makro is held within creditors.
Full clearance to the transaction was received by the Competition Commission on 19 April 2013 and Makro will be consolidated
from this date, being the date that control passes to the Group.
The shares issued as consideration were valued at their fair value of £124.2m, at the date of completion. Fair value was determined
by reference to the share price of Booker Group plc at the date of completion, taking into account a discount to reflect the
restrictions preventing the shares from being sold for one year after the date of completion. In addition a further £4.9m was
paid to reflect an above target cash and working capital position as at 30 June 2012. The investment is measured at fair value in
accordance with IAS 39 as it is an available-for-sale financial asset. The fair value is considered to be unchanged since the date
of completion and therefore there is no valuation gain or loss recognised in other comprehensive income.
The fair value of the financial asset subsequent to the date of completion is measured by reference to the performance of Makro
compared to expectations and the underlying market value of the assets in the business, predominantly property.
57
Booker Group plc

continued
13. Deferred tax assets and liabilities

Recognised deferred tax assets
The following are the major deferred tax assets recognised by the Group:
Retirement Share
Short term benefit Property based
Decelerated tax timing obligations leases Trading payments
depreciation differences IAS 19 IAS17 losses IFRS 2 Total
£m £m £m £m £m £m £m
At 25 March 2011 6.2 0.6 2.2 3.6 – 1.1 13.7
Charge to the income statement (2.5) – (3.8) (0.1) – (0.2) (6.6)
Credit to equity – – 6.2 – – – 6.2
At 30 March 2012 3.7 0.6 4.6 3.5 – 0.9 13.3
Credit/(charge) to the income statement (1.1) – (4.4) – 3.2 1.1 (1.2)
Credit to equity – – 1.4 – – – 1.4
At 29 March 2013 2.6 0.6 1.6 3.5 3.2 2.0 13.5
IAS 12 ‘Income Taxes’ requires the offsetting of balances within the same tax jurisdiction. All of the deferred tax assets were
available for offset against deferred tax liabilities.
Unrecognised deferred tax assets

Based on an assessment of the quantum and timing of future taxable profits, deferred tax assets have not been recognised in
respect of the following:
2013 2012
£m £m
Tax losses 2.1 5.7
Surplus ACT carried forward 30.0 30.0
32.1 35.7
The amounts of unrecognised deferred tax assets disclosed in the above table represent net amounts.
The Group has unutilised tax trading losses of £7.0m, £2.1m cash benefit, (2012: £22.0m, £5.7m cash benefit) and surplus ACT of
£30m, £30m cash benefit (2012: £30m, £30m cash benefit), which is not recognised on the basis that recovery is not probable.
The tax trading losses have various expiry dates the earliest of which in respect of £0.3m of the losses is 31 March 2017. There
are no expiry dates attributed to the surplus ACT. These unrecognised deferred tax assets have not been recognised following a
detailed assessment by the Group in accordance with the accounting policy set out in note 2.
The Group does not have any unremitted overseas earnings.
14. Inventories
2013 2012
£m £m
Goods held for resale 267.1 268.5
58
Booker Group plc
15. Trade and other receivables

2013 2012
£m £m
Trade receivables 62.4 54.4
Allowance for doubtful debts (4.3) (4.3)
58.1 50.1
Prepayments and accrued income 38.5 31.6
96.6 81.7
Trade receivables of £58.1m (2012: £50.1m) comprise principally of amounts receivable from the sale of goods and are classified
as loans and receivables in note 18. All amounts are expected to be received within twelve months.
The movement in the allowance for doubtful debts is as follows:
2013 2012
£m £m
At start of period 4.3 4.7
Utilised in the period (0.7) (1.2)
Charged to income statement 0.7 0.8
4.3 4.3
16. Trade and other payables

2013 2012
£m £m
i) Current
Trade payables 428.1 420.4
Other taxes and social security costs 18.9 15.7
Amount due to investment 5.6 –
Other payables 5.1 4.3
Accruals and deferred income 28.8 31.4
486.5 471.8
ii) Non-Current
Accruals and deferred income 28.0 28.2
Trade payables, other payables and accruals and deferred income of £485.7m (2012: £468.6m) are classified under financial
liabilities in note 18.
The non-current accruals and deferred income relate to lease incentives and guaranteed minimum lease payments, which are
accounted for on a straight line basis in accordance with the Group’s accounting policy.
59
Booker Group plc

continued
17. Interest bearing loans and borrowings

a) Borrowings contractually repayable – due within one year
2013 2012
£m £m
Obligations under finance leases – 0.1
There is no material difference between the net amounts payable under finance leases disclosed above and the gross amounts
including interest payments.
b) Borrowing facilities
In July 2011, the Group negotiated an unsecured bank facility of £120m for a period of 5 years. The revolving credit facility bears
floating interest rates linked to LIBOR plus a margin of 1.25%. In the event of default of covenants on the bank facility, any drawn
facility and any interest accrued are repayable on demand.
2013 2012
£m £m
Facility available 120.0 120.0
Bank guarantees (7.0) (5.0)
Undrawn facility available 113.0 115.0
18. Financial instruments

Details of significant accounting policies and methods adopted, including the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are
disclosed in note 2.
The book value and fair value of the financial instruments are as follows:
Book value Fair value

2013 2012 2013 2012
Note £m £m £m £m
Financial assets
Available for sale financial assets 144.9 – 144.9 –
Loans and other receivables 58.1 50.1 58.1 50.1
Cash and cash equivalents 77.2 63.5 77.2 63.5
280.2 113.6 280.2 113.6
Financial liabilities
Borrowings a – – – –
Trade and other payables (485.7) (468.6) (485.7) (468.6)
Property guarantees b (5.0) (5.0) (5.0) (5.0)
(490.7) (473.6) (490.7) (473.6)
Loans and other receivables represent amounts receivable from the sale of goods, together with amounts due from rebates (see
note 15) and are initially measured at fair value and then subsequently held at amortised cost.
Fair values have been calculated as follows:
a) based on discounted expected future principal and interest cash flows

b) estimated by discounting estimated future cash flows based on the terms and maturity and risk of each guarantee crystallising
60
Booker Group plc
Fair value hierarchy

The table below analyses financial instruments measured at fair value, into a fair value hierarchy based on the valuation technique
used to determine fair value:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.,
as prices) or indirectly (i.e. derived from prices)
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level 1 Level 2 Level 3 Total

£m £m £m £m
2013
Available for sale financial assets – – 144.9 144.9
2012
Available for sale financial assets – – – –
There have been no transfers between categories during the period.
Liquidity risk
The Group will finance operations and growth from existing cash resources, finance leases and committed borrowing facilities
to ensure the constant availability of an appropriate amount of reasonably priced funding to meet both current and future
forecast requirements.
The following is an analysis of the undiscounted contractual cash flows payable under financial liabilities:
Due within Due between Due between Due between Over 4

1 year 1 and 2 years 2 and 3 years 3 and 4 years years
£m £m £m £m £m
2013
Trade and other payables 485.7 – – – –
2012
Trade and other payables 468.6 – – – –
It is not possible to quantify the timing of the cash flows relating to the property guarantees.
The undiscounted cash flows for borrowings differ from their carrying value in the balance sheet due to the inclusion of contractual
interest payments and the adjustment for non cash items including unamortised borrowing costs. The undiscounted cash flows
for financial instruments reflect the amounts payable on these instruments which differs from the fair value recorded on the
balance sheet. There is no difference between the discounted and undiscounted cash flows associated with trade payables due
to their short term nature.
61
Booker Group plc

continued
18. Financial instruments continued

Credit risk
The Group is predominantly a cash sales business with low levels of trade receivables in comparison to total sales for the year and
has no significant concentration of credit risk, with exposure spread over a large number of customers. It is the Group’s policy that
all customers who wish to trade on credit terms are subject to credit verification procedures. The Group has an accounting policy
to provide for certain overdue trade receivables based on past experience, and believe that there are no significant unprovided
overdue financial assets.
Interest rate risk

Interest rate risk is relatively small to the Group, as there are no fixed borrowings and the revolving credit facility is only partially
drawn for a small part of the year. Therefore the Group has chosen not to hedge its borrowings.
Capital risk
The Group’s objectives when managing capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders; and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it
in the light of changes in economic conditions and the risk characteristics of the underlying assets. In assessing the level of capital
all components of equity are taken into account (i.e. share capital and retained earnings). The Group has £77.2m of net cash as
at 29 March 2013 and is not subject to externally imposed capital requirements. Management of capital therefore focuses around
its ability to generate cash from its operations.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares, or sell assets to raise funds. The Group believes it is meeting its objectives for
managing capital as funds are available for reinvestment where necessary as well as being in a position to make returns to
shareholders where this is felt appropriate.
Foreign currency risk

Less than 1% of purchases are denominated in foreign currencies.
The majority of sales are denominated in sterling, with the exception of sales made from the Group’s Indian operation which are
denominated in rupees.
The Directors do not consider that the Group has significant exposure to movements in foreign exchange and the Group does
not hold any foreign exchange contracts.
19. Analysis of net cash

At 30 March 2012 Cash flow At 29 March 2013
£m £m £m
Cash and cash equivalents 63.5 13.7 77.2
Finance leases (0.1) 0.1 –
Net cash 63.4 13.8 77.2
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three
months or less. The carrying amount of these assets approximates their fair value.
62
Booker Group plc
20. Post employment benefits

The Group operates a variety of post employment benefit arrangements, covering both funded defined benefit and funded
defined contribution schemes to provide benefits to both full-time and part-time employees.
Defined contribution schemes

Pension contributions of £3.5m (2012: £3.5m) were charged to defined contribution schemes in the period. Included within
accruals is £0.3m (2012: £0.3m) of outstanding pension contributions.
Defined benefit schemes

The Booker Pension Scheme (‘the Scheme’) is a funded pension arrangement based on final salary and was closed to new
entrants in October 2001 with benefits ceasing to accrue from July 2002. However, active members’ benefits retain a link to
their final salaries. The assets of the scheme are held separately from those of the Group and are invested by independent fund
managers appointed by the Trustees.
The benefit obligations as at 29 March 2013 have been calculated by an independent actuary on an IAS 19 basis using membership
data obtained from the 31 March 2010 triennial actuarial valuation which has then been updated to 29 March 2013.
(a) Major assumptions used by the actuary

2013 2012
Discount rate 4.35% 4.80%
Rate of increase in salaries 3.25% 4.10%
Pension increases 3.20% 3.05%
RPI inflation 3.25% 3.10%
CPI inflation 2.25% 2.10%
Expected rate of return on Scheme assets
Equities 8.10% 8.00%
Bonds 3.80% 4.50%
Property 6.20% 8.00%
Cash 0.50% 0.50%
The average life expectancy in years of a member is as follows:
2013 2012
Aged 65 retiring immediately (current pensioner) Male 20.7 20.7
Female 22.8 22.9
Aged 40 retiring at 65 (future pensioner) Male 22.2 22.4
Female 24.0 24.2
(b) The amounts recognised in the balance sheet

2013 2012
£m % £m %
Equities 290.6 48% 275.8 50%
Bonds 276.0 45% 236.5 42%
Property 40.3 7% 41.3 8%
Cash 1.8 – 2.1 –
Fair value of Scheme assets 608.7 100% 555.7 100%
Present value of Scheme liabilities (615.5) (574.7)
Deficit in the Scheme (6.8) (19.0)
63
Booker Group plc

continued
20. Post employment benefits continued

(c) Movement in the fair value of Scheme assets
2013 2012
£m £m
At start of period 555.7 541.8
Employer contributions 10.8 8.4
Expected return on Scheme assets 34.3 36.1
Actuarial gains 38.6 0.8
Benefits paid (30.7) (31.4)
At end of the period 608.7 555.7
The expected rate of return on assets is a weighted average based on the respective returns expected on the separate asset
classes held by the Scheme and then deducting the expected administration costs borne by the Group and an amount in respect
of the PPF levy. The weighted average is based on the targeted asset allocation in the Scheme’s current investment benchmark.
(d) Movement in the present value of Scheme liabilities

2013 2012
£m £m
At start of period (574.7) (549.8)
Interest on Scheme liabilities (26.8) (29.8)
Actuarial losses (44.7) (26.5)
Experience gains – –
Benefits paid 30.7 31.4
At end of the period (615.5) (574.7)
(e) Movement in the Scheme net liability

2013 2012
£m £m
At start of period (19.0) (8.0)
Employer contributions 10.8 8.4
Credit recognised in the income statement 7.5 6.3
Actuarial loss recognised in other comprehensive income (6.1) (25.7)
At end of the period (6.8) (19.0)
(f) Amounts recognised in the income statement

2013 2012
£m £m
Expected return on Scheme assets 34.3 36.1
Interest on Scheme liabilities (26.8) (29.8)
Credited to finance income 7.5 6.3
The IASB has amended IAS 19 ‘Defined Benefit Plans’ which the Group will adopt for the first time in the period ending 28 March
2014. The Group has calculated that changes to the definition, and clarifications made to the calculation of net interest, would
have resulted in a charge to the income statement:
2013 2012
£m £m
Administrative expenses 1.2 1.2
Net finance expense 0.6 0.2
Charge to the income statement 1.8 1.4
64
Booker Group plc
(g) Cumulative actuarial gains and losses recognised in other comprehensive income
2013 2012
£m £m
Actuarial gain at start of period 61.0 86.7
Actuarial loss recognised in other comprehensive income (6.1) (25.7)
Actuarial gain at end of period 54.9 61.0
These cumulative gains reflect the total recognised since the acquisition of The Big Food Group plc by Giant Topco Limited in
February 2005.
(h) Actual return on Scheme assets

2013 2012
£m £m
Expected return 34.3 36.1
Actuarial gains 38.6 0.8
72.9 36.9
(i) Historical information

2013 2012 2011 2010 2009
£m £m £m £m £m
Fair value of Scheme assets 608.7 555.7 541.8 563.5 437.8
Present value of Scheme liabilities (615.5) (574.7) (549.8) (585.3) (439.8)
Deficit in the Scheme (6.8) (19.0) (8.0) (21.8) (2.0)
Difference between actual and expected return on assets 38.6 0.8 1.4 116.3 (93.9)
Percentage of Scheme assets (%) 6.3% 0.1% 0.3% 20.6% 21.4%
Experience gains/(losses) on Scheme liabilities – – 8.5 (1.0) –
Percentage of Scheme liabilities (%) – – 1.5% 0.2% –
(j) Sensitivities
Below is listed the impact on the Scheme liabilities of changing key assumptions whilst holding other assumptions constant:
Discount rate +/- 0.1% Decrease/increase liabilities by £9m

RPI inflation rate +/- 0.1% Increase/decrease liabilities by £8m
Life expectancy for current and future pensioners +/- 1 year Increase/decrease liabilities by £19m
(k) Contributions to be paid

The Trustees of the Scheme and Group have agreed a schedule of contributions for the next 3.5 years (up to October 2016) of
£9.6m per annum. The Group has also agreed to meet the cost of certain expenses of the scheme estimated to be around £1.2m
per annum.
65
Booker Group plc

continued
21. Provisions
Property
provisions Other Total
£m £m £m
At 30 March 2012 27.8 5.0 32.8
Unwinding of discount 1.7 – 1.7
Released to income statement (3.0) – (3.0)
Utilised (3.4) – (3.4)
At 29 March 2013 23.1 5.0 28.1
The property provisions principally relate to:
• the onerous leases on property currently vacant or sublet for less than the cost of the underlying head lease
• the expected future dilapidation cost on leasehold properties
• the expected future costs of removing asbestos from leasehold properties. Although not a health risk, the Group is legally
required to undertake a programme of removal
Property provisions are discounted at 7.0% (2012: 7.0%), being the long term expected yield for the Group’s leased properties and
are expected to be utilised over the terms of the leases, with approximately £4.0m expected to be utilised in the year to March 2014.
Other provisions relate to third party property guarantees, for which the timing and quantum of payments is uncertain. Payment
could be made on demand and the provision represents management’s current estimate of the future liability.
22. Share capital

Number Share capital
of shares £m
Allotted, called up and fully paid
At 30 March 2012 1,567,389,802 15.7
Shares issued in relation to acquisition of Makro (see note 12) 156,621,525 1.6
Share options exercised 3,079,233 –
At 29 March 2013 1,727,090,560 17.3
The total authorised number of ordinary shares is 2,000,000,000 (2012: 2,000,000,000) with a par value of £0.01 per share.
The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company.
6,661,793 ordinary shares in the Company (representing 0.39% of total shares issued) are held in trust by Booker EBT Limited,
the trustee of the Booker Employee Benefit Trust which was established in 2006 to hold shares on a discretionary basis for the
benefit of employees of the Group from time to time. There has been no movement in the number of shares held in the trust
during the year.
23. Share capital and reserves

For movements in share capital and reserves please refer to the Consolidated Statement of Changes in Equity.
The merger reserve represents the capital adjustment required to reserves to effect the reverse acquisition.
The other reserve represents the premium over the nominal value of the shares issued in relation to acquisitions.
The share option reserve comprises the fair value of outstanding share options charged to the profit and loss account.
The hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have yet to occur.
66
Booker Group plc
24. Dividends
Dividends charged to reserves
2013 2012
£m £m
Final dividend of 1.95 pence per share (2012: 1.40 pence per share)
paid in respect of the prior period 30.5 21.4
Interim dividend of 0.38 pence per share (2012: 0.33 pence per share)
paid in respect of the current period 6.5 5.1
37.0 26.5
The Directors are proposing a final dividend of 2.25 pence per share, which will absorb £38.7m of equity (distributable reserves).
Subject to shareholder approval at the AGM, to be held on 10 July 2013, the dividend will be paid on 12 July 2013 to shareholders
on the register at 14 June 2013. The shares will go ex-dividend on 12 June 2013.
25. Share based payments

The Group has a number of share schemes for employees. The total charge for the period relating to employee share-based
payments was £3.1m (2012: £2.4m), all of which related to equity-settled share based transactions.
a) Sharesave schemes
The Sharesave scheme has been in operation since 2008 and all employees are eligible to participate once the necessary service
requirements have been met. Options are offered at a discount of 20% to the average of the market value of a share on the
three dealing days immediately preceding the offer. Options are exercisable three years after the commencement of the savings
contract and not more than six months thereafter.
The options granted have been fair valued using the Black Scholes option pricing model, using the following assumptions:
SAYE 2012 SAYE 2011

Grant date December 2012 July 2011
Share price at grant date 97.6p 74.0p
Exercise price 79.21p 54.5p
Expected volatility 26% 27%
Expected life 3.2 years 3.2 years
Risk free rate 0.54% 1.3%
Expected dividend yield 2.39% 2.3%
Fair value at grant date 23.0p 21.4p
b) Performance Share Plans (PSP)

In 2008 a discretionary PSP for the benefit of certain employees was established by the Remuneration Committee. The awards
are free share-based awards and normally vest after three years after the grant date, provided relevant performance criteria have
been met.
PSP 2012
In November 2012, 6.3 million options were granted to senior employees which will vest and become exercisable three years from
the date of the award subject to continued employment and the performance conditions mentioned below being satisfied and will
lapse if not exercised within ten years of the date of award. The awards are granted in two tranches:
i) Earnings Per Share (EPS) condition

50% of each award will be linked to an absolute EPS performance target with 25% of this element vesting for achieving growth of
6% per annum and rising on a straight line basis with full vesting requiring 12% growth per annum, as measured at March 2012
and March 2015.
ii) Total Shareholder Return (TSR) condition

50% of each award will be linked to an Absolute TSR performance target with 25% of this element vesting for achieving growth
of 8% per annum and rising on a straight line basis with full vesting requiring 15% growth per annum, when measured over the
3 years from the grant date.
67
Booker Group plc

continued
25. Share based payments continued

b) Performance Share Plans (PSP) continued
PSP 2011
In November 2011, 7.0 million options were granted to senior employees which will vest and become exercisable three years from
lapse if not exercised within ten years of the date of award. A fifth of the shares subject to each option will vest on reaching each
of the share prices of 85.80p, 89.40p, 100.10p, 128.70p and 153.00p, in each case sustained over a consecutive 60-day period.
As at 29 March 2013, three of the share price targets had been met.
PSP 2010 (a)

In October 2010, 11.3 million options were granted to senior employees which will vest and become exercisable three years from
lapse if not exercised within ten years of the date of award. A quarter of the shares subject to each option will vest on reaching
each of the share prices of 60p, 62.5p, 70p and 90p, in each case sustained over a consecutive 60–day period. As at 29 March
2013, the four share price targets had been met.
PSP 2010 (b)

In connection with his appointment to the board, Guy Farrant was granted a special performance share award (in the form of a
nil-cost option) over 3.9 million shares in the Company (‘the Option’). The Option is in two parts: one part relates to 2.1 million
shares in Booker and the other part relates to 1.8 million shares. A third of the 2.1 million shares will vest on reaching each of
the share prices of 52p, 56p and 58p. This part of the Option can be exercised in three annual instalments, assuming that the
relevant share price target has been reached by the end of each year (otherwise, the Option can be exercised after three years to
the extent that the targets have subsequently been reached by that time). A quarter of the 1.8 million shares will vest on reaching
each of the share prices of 60p, 62.5p, 70p and 90p. To the extent that these share price targets are met, this part of the Option
can be exercised after three years. For each part of the Option, each share price target has to be sustained over a consecutive
60 day period in order for the relevant part of the Option to vest.
PSP 2008
The awards under the PSP 2008 have vested and 10.7 million remain to be exercised.
The options granted have been fair valued using the Monte Carlo option pricing model, using the following assumptions:
PSP 2012 PSP 2011 PSP 2010 (a) PSP 2010 (b) PSP 2008
Share price at grant date 99.3p 78.95p 53.75p 53.75p 23.75p
Expected volatility 26% 27% 30% 30% 25%
Expected life 3 years 3 years 3 years 1 – 3 years 2 – 3 years
Risk free rate 0.44% 0.7% 1.1% 1.1% 5.0%
Expected dividend yield 2.35% 2.2% 2.4% 2.4% 2.5%
Fair value of TSR component 33.0p 29.0p 23.5p 31.8p 8.4p
Fair value of EPS component 93.0p n/a n/a n/a n/a
The Group also has one legacy share option scheme remaining which was granted by Blueheath Holdings plc and vested
following the reverse takeover in June 2007.
68
Booker Group plc
The terms and conditions of the outstanding share based payments are as follows:
Grant date Number (m) Vesting period Expiry date Exercise price
PSP 2012 Option granted to November 2012 6.3 3 year service November 2022 nil
senior employees
SAYE 2012 SAYE to all staff December 2012 3.9 3.2 year service February 2016 79.21p
PSP 2011 Option granted to November 2011 6.9 3 year service November 2021 nil
senior employees
SAYE 2011 SAYE to all staff July 2011 9.4 3.2 year service September 2014 54.5p
PSP 2010 (a) Option granted to October 2010 11.0 3 year service October 2020 nil
senior employees
PSP 2010 (b) Option granted to October 2010 3.9 1 – 3 year service October 2020 nil
senior employee
PSP 2008 Option granted to July 2008 – 10.7 Vested July 2018 – nil
senior employees July 2009 July 2019
Option granted to May 2002 – 0.1 Vested 2012 – 2015 80.5p
senior employees December 2005 to 110.0p
52.2
The number and weighted average exercise price of options is as follows:

2013 2012
Number of Weighted average Number of Weighted average
share options exercise price share options exercise price
Million Pence Million Pence
Outstanding at beginning of period 45.2 11.6 63.8 6.5
Granted 10.2 30.1 16.4 31.2
Forfeited (0.1) – (0.3) –
Exercised (3.1) 0.2 (34.7) 11.5
Outstanding at end of period 52.2 16.0 45.2 11.6
Exercisable at end of period 12.2 14.6
26. Operating leases

The Group leases a number of trading properties under operating leases. The leases are typically of 5 to 20 years duration,
although some have lessee only break clauses. Lease payments are reviewed as contracted and increases applied accordingly.
The Group also leases certain items of plant and equipment.
Operating lease payments represent rents payable by the Group for certain of its wholesale, distribution and office properties and
other assets such as motor vehicles. The leases have varying terms, escalation charges and renewal rights.
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Land and buildings Others
2013 2012 2013 2012
£m £m £m £m
Within one year 49.9 49.5 8.6 6.2
Within two to five years 187.9 186.9 10.9 8.7
After five years 306.7 346.6 – –
544.5 583.0 19.5 14.9
The Group subleases various wholesale, distribution and office properties under non-cancellable operating leases. The total
minimum operating sublease receipts expected to be received are as follows:
2013 2012
£m £m
Within one year 1.0 1.0
Within two to five years 2.0 2.0
After five years 1.9 2.1
4.9 5.1
69
Booker Group plc

continued
27. Capital commitments

The outstanding commitments at 29 March 2013 in respect of contracted capital expenditure not provided for amounted to
approximately £1.2m (2012: £2.7m).
28. Related party transactions

Only members of the Board are key management personnel. It is the Board who have responsibility for planning, directing and
controlling the activities of the Group. Board compensation is disclosed in the Remuneration Report.
During the year, there were no transactions or balances between the Group and its key management personnel or members of
their close family apart from:
• the Group purchases stock from Molson Coors Brewing Co (UK) Ltd – Karan Bilimoria is the Chairman of the Cobra Beer
Partnership Ltd, a joint venture with Molson Coors Brewing Co (UK) Ltd;
• the Group purchases stock from C&C Group plc, of which Stewart Gilliland is a Non-Executive Director;
• the Group purchases stock from Boparan Holdings Ltd, of which Andrew Cripps is a Non-Executive Director; and
• the Group sells stock to Food & Fuel Ltd, of which Karen Jones is the Chairman.
All transactions with related parties involve the normal supply of goods and are priced on an arm’s length basis.
Makro is a related party, on the basis that it is not consolidated at the period end. At the period end, Makro was owed £5.6m
(shown within Trade and other payables) from the Group which comprises:
• £8.8m of cash advanced from Makro; and

• £3.2m of competition fees recharged to Makro.
29. Post balance sheet events

Full clearance to the acquisition of Makro was received from the Competition Commission on 19 April 2013 and Makro will be
consolidated from this date, being the date that control passes to the Group.
The net assets of the Makro balance sheet at 31 March 2013 were as follows:
£m
Property, plant and equipment 142.6
Inventories 67.8
Trade and other receivables 15.9
Cash and cash equivalents 0.9
Trade and other payables (95.0)
Net assets 132.2
Given the proximity of the consolidation date (being the date of 19 April 2013 when control was obtained) and the date of
approval of the financial statements, it has not been possible to obtain a Makro balance sheet as at the acquisition date,
although the balance sheet at 31 March 2013 is considered unlikely to be materially different from the balance sheet at
acquisition. Further, it has also not been possible to undertake a full review of net assets for potential fair value adjustments,
although the initial estimate of such adjustments indicates a potential increase to the book value of net assets as stated in
Makro’s balance sheet of £26m, principally in relation to property valuations and deferred tax.
The directors do not believe that the fair value of the consideration at acquisition will be materially different to the carrying value
of the investment in Makro at the year end of £145m which would therefore, on this provisional basis, give rise to a provisional
goodwill credit (or ‘bargain purchase’) of £13m, which would be credited to the income statement during the year ending 28
March 2014.
The anticipated goodwill credit mainly arises due to the recognition of a deferred tax asset in relation to surplus capital allowances
in Makro. This asset is not recognised in Makro which is in line with their accounting policies. It can be recognised on acquisition
as the surplus capital allowances will create future tax deductions which can be surrendered to the Group.
70
Booker Group plc
Company Balance Sheet

As at 29 March 2013
2013 2012
Note £m £m
Fixed assets
Investments 3 30.4 27.3
Debtors 4 320.4 156.2
Creditors due within one year 5 (101.1) (64.1)
Net current assets 219.3 92.1
Net assets 249.7 119.4
Capital and reserves

Share capital 6 17.3 15.7
Share premium 8 34.9 49.1
Other reserve 8 136.8 –
Share option reserve 8 6.6 3.8
Retained earnings 8 54.1 50.8
Shareholders’ funds 9 249.7 119.4
These financial statements were approved by the Board of Directors on 22 May 2013 and were signed on its behalf by:

Director Director
Booker Group plc

Company number 05145685
71
Booker Group plc
Notes to the Company Financial Statements

1. Accounting policies
Basis of preparation
The accounts have been prepared under the historical cost convention in accordance with applicable United Kingdom Generally
Accepted Accounting Practice (‘UK GAAP’). The following principal accounting policies have been applied consistently in dealing
with items which are considered material in relation to the financial statements.
The Company has taken advantage of the exemption contained in section 408 of the Companies Act 2006 from presenting its
own profit and loss account.
Guarantees
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group,
the Company considers these to be insurance arrangements and accounts for them as such. In this respect, the Company treats
the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make
a payment under the guarantee.
Investments
Investments are stated at cost less any provision for impairment in value. The carrying values of investments are reviewed for
impairment if events or changes in circumstances indicate the carrying values may not be recoverable.
Share based payments

The Company has issued equity settled share based payments to employees of a subsidiary. The fair value is measured using
an option valuation model, taking into account the terms and conditions upon which the options were granted. This fair value is
accounted as an investment in the subsidiary with a corresponding increase in equity.
2. Profit and loss account

In accordance with the exemption permitted by section 408 of the Companies Act 2006, the profit and loss account of the
Company is not presented separately. The profit recognised for the 52 weeks ended 29 March 2013 was £40.0m (53 weeks
ended 30 March 2012: profit £39.9m).
The audit fee of £0.1m (2012: £0.1m) for the current and prior period was borne by another group undertaking without recharge.
3. Investments
Shares in
subsidiary Capital
undertakings contribution Total
£m £m £m
Cost and net book value
At start of period 20.0 7.3 27.3
Capital contribution – 3.1 3.1
At end of period 20.0 10.4 30.4
The capital contribution relates to the cost of granting share based payments to employees of subsidiary undertakings – details
are shown in note 25 of the Group financial statements.
The Company’s principal subsidiary undertakings at 29 March 2013, all of which are wholly owned are as follows:
Name of company Principal activity Incorporation

Booker Limited Wholesaler UK
Booker Direct Limited Wholesaler UK
Giant Topco Limited* Intermediate holding company UK
Ritter-Courivaud Limited Wholesaler UK
Booker India Private Limited Wholesaler India
Makro Holding Limited# Intermediate holding company UK
Makro Properties Limited #
Property UK
Makro Self Service Wholesalers Limited# Wholesaler UK
* Direct subsidiary of Booker Group plc

#
Not consolidated by Booker Group plc (see note 1 of the consolidated financial statements)
Full details of all Group subsidiary undertakings are included in the Company’s annual return filed with Companies House.
72
Booker Group plc
4. Debtors
2013 2012
£m £m
Amounts owed by Group undertakings 320.4 156.2
Amounts owed by Group undertakings are interest free, unsecured and payable on demand.
5. Creditors due within one year

2013 2012
£m £m
Amounts owed to Group undertakings 101.1 64.1
Amounts owed to Group undertakings are interest free, unsecured and repayable on demand.
6. Share capital
Number Share capital
of shares £m
Allotted, called up and fully paid
At start of period 1,567,389,802 15.7
Shares issued in relation to acquisition of Makro 156,621,525 1.6
Share options exercised 3,079,233 –
At end of period 1,727,090,560 17.3
The total authorised number of ordinary shares is 2,000,000,000 (2012: 2,000,000,000) with a par value of £0.01 per share.
6,661,793 ordinary shares in the Company (representing 0.39% of total shares issued) are held in trust by Booker EBT Limited,
the trustee of the Booker Employee Benefit Trust which was established in 2006 to hold shares on a discretionary basis for the
benefit of employees of the Group from time to time. There has been no movement in the number of shares held in the trust
during the year.
7. Share options
The Company has a number of share schemes for employees of the Group, details are shown in note 25 of the Group
financial statements.
73
Booker Group plc
Notes to the Company Financial Statements

continued
8. Reserves
Share
Share Share Other option Retained
capital premium reserve reserve earnings Total
£m £m £m £m £m £m
At start of period 15.7 49.1 – 3.8 50.8 119.4
Retained profit for the period – – – – 40.0 40.0
Dividend – – – – (37.0) (37.0)
Capital contribution – – – 3.1 – 3.1
Reclassification between reserves – (14.2) 14.2 – – –
Shares issued 1.6 – 122.6 – – 124.2
Share options exercised – – – (0.3) 0.3 –
At end of period 17.3 34.9 136.8 6.6 54.1 249.7
Dividends charged to reserves
2013 2012
£m £m
Final dividend of 1.95 pence per share (2012: 1.40 pence per share)
paid in respect of the prior period 30.5 21.4
Interim dividend of 0.38 pence per share (2012: 0.33 pence per share)
paid in respect of the current period 6.5 5.1
37.0 26.5
The Directors are proposing a final dividend of 2.25 pence per share, which will absorb £38.7m of equity (distributable reserves).
Subject to shareholder approval at the AGM, to be held on 10 July 2013, the dividend will be paid on 12 July 2013 to shareholders
on the register at 14 June 2013. The shares will go ex-dividend on 12 June 2013.
9. Reconciliation of movement in shareholders’ funds

2013 2012
£m £m
Profit for the period 40.0 39.9
Dividend (37.0) (26.5)
Capital contribution 3.1 2.4
Shares issued 124.2 –
Share options exercised – 4.2
Shareholders’ funds at the start of the period 119.4 99.4
Shareholders’ funds at the end of the period 249.7 119.4
10. Related party transactions

The Company has taken advantage of the exemption under FRS 8 ‘Related Party Transactions’ not to provide details of related
party transactions with other wholly owned Group companies, as the Company financial statements are presented together with
the consolidated Group financial statements.
74
Booker Group plc
Statement of Directors’ responsibilities

Statement of Directors’ responsibilities in respect of the Annual Report and Accounts
The Directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable
law and have elected to prepare the parent Company financial statements in accordance with UK Accounting Standards and
applicable law (UK Generally Accepted Accounting Practice).
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the
group and parent company financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;
• for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;
• for the parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the parent Company financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the
parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and
enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for
taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the Annual Report and Accounts
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation
taken as a whole; and
• the Directors’ Report includes a fair review of the development and performance of the business and the position of the issuer
and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and
uncertainties that they face.
By order of the Board

Director Director
22 May 2013
75
Booker Group plc
Independent Auditor’s Report to

the members of Booker Group plc
We have audited the financial statements of Booker Group Plc Opinion on other matters prescribed by
for the 52 week period ended 29 March 2013 set out on pages the Companies Act 2006
42 to 75. The financial reporting framework that has been applied In our opinion:
in the preparation of the Group financial statements is applicable
law and International Financial Reporting Standards (IFRSs) as • the part of the Directors’ Remuneration Report to be
adopted by the EU. The financial reporting framework that has audited has been properly prepared in accordance with the
been applied in the preparation of the parent Company financial Companies Act 2006;
statements is applicable law and UK Accounting Standards (UK
Generally Accepted Accounting Practice). • the information given in the Directors’ Report for the financial
period for which the financial statements are prepared is
This report is made solely to the company’s members, consistent with the financial statements;and
as a body, in accordance with Chapter 3 of Part 16 of the • the information given in the Corporate Governance
Companies Act 2006. Our audit work has been undertaken so Statement with respect to internal control and risk
that we might state to the Company’s members those matters management systems in relation to financial processes
we are required to state to them in an auditor’s report and for and about share capital structure is consistent with the
no other purpose. To the fullest extent permitted by law, we do financial statements.
not accept or assume responsibility to anyone other than the
Company and the Company’s members, as a body, for our Matters on which we are required to report
audit work, for this report, or for the opinions we have formed. by exception
We have nothing to report in respect of the following:
Respective responsibilities of directors
and auditor Under the Companies Act 2006 we are required to report to
As explained more fully in the Directors’ Responsibilities you if, in our opinion:
Statement set out on page 75, the directors are responsible
• adequate accounting records have not been kept by the
for the preparation of the financial statements and for being
parent Company, or returns adequate for our audit have not
satisfied that they give a true and fair view. Our responsibility
been received from branches not visited by us; or
is to audit, and express an opinion on, the financial statements
in accordance with applicable law and International Standards • the parent Company financial statements and the part of
on Auditing (UK and Ireland). Those standards require us to the Directors’ Remuneration Report to be audited are not in
comply with the Auditing Practices Board’s Ethical Standards agreement with the accounting records and returns; or
for Auditors. • certain disclosures of Directors’ remuneration specified by
law are not made; or
Scope of the audit of the financial statements
• we have not received all the information and explanations
A description of the scope of an audit of financial statements is
we require for our audit; or
provided on the Financial Reporting Council’s website at www.
frc.org.uk/auditscopeukprivate. • a Corporate Governance Statement has not been prepared
by the Company.
Opinion on financial statements
In our opinion: Under the Listing Rules we are required to review:
• the financial statements give a true and fair view of the • the Directors’ statement, set out on page 47, in relation to
state of the Group’s and of the parent Company’s affairs going concern;
as at 29 March 2013 and of the group’s profit for the 52 • the part of the Corporate Governance Statement relating
weeks then ended; to the Company’s compliance with the nine provisions
• the Group financial statements have been properly prepared of the UK Corporate Governance Code specified for our
in accordance with IFRSs as adopted by the EU; review; and
• the parent Company financial statements have been • certain elements of the report to shareholders by the Board
properly prepared in accordance with UK Generally on Directors’ remuneration.
Accepted Accounting Practice;
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006; and, as Nicola Quayle
regards the Group financial statements, Article 4 of the (Senior Statutory Auditor)
IAS Regulation. for and on behalf of KPMG Audit Plc, Statutory Auditor
St. James’ Square

Manchester
M2 6DS
22 May 2013
76
Booker Group plc
DIRECTORS, OFFICERS AND

PROFESSIONAL ADVISERS
Directors Bankers
Richard Rose LloydsTSB Bank plc
Non-Executive Chairman 10 Gresham Street
London
Charles Wilson EC2V 7AE
Chief Executive
Auditors
Jonathan Prentis
KPMG Audit Plc
Group Finance Director
St James’ Square
Mark Aylwin Manchester
Executive Director M2 6DS
Guy Farrant Solicitors

Executive Director Clifford Chance LLP
10 Upper Bank Street
Bryn Satherley London
Executive Director E14 5JJ
Helena Andreas Brokers

Non-Executive Director Investec
2 Gresham Street
Lord Karan Bilimoria
London
Non-Executive Director
EC2V 7QP
Andrew Cripps
JP Morgan Cazenove
Non-Executive Director
10 Aldermanbury
Stewart Gilliland London
Non-Executive Director EC2V 7RF
Karen Jones Registrars

Non-Executive Director Computershare Investor Services plc
PO Box 82
Company Secretary The Pavillions
Mark Chilton Bridgwater Road
Bristol
Registered Office BS99 2NH
Equity House
Irthlingborough Road Financial PR
Wellingborough Tulchan Communications Group
Northants 85 Fleet Street
NN8 1LT London
EC4Y 1AE
Registered Number
05145685 (England)
Website
www.bookergroup.com
77
Annual Report & Accounts 2013
Booker Group plc

Equity House
Driving and broadening the business
Irthlingborough Road
Wellingborough
Northants NN8 1LT booker group plc
www.bookergroup.com annual report & accounts 2013

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Annual Report & Accounts 2013

Booker Group plc

Net (Debt)/Cash Sales change Operating Profit Dividend Per Share

2006 (124.8) (5.9) 21.7

2007 (76.5) (0.9) 35.7

2008 (47.2) 2.3 46.1 0.3p

2009 (24.9) 3.3 57.8 1.0p

2010 7.0 6.5 66.6 1.27p

2011 27.1 6.2 76.5 1.67p

2012 63.4 7.3 88.6 2.28p

2013 77.2 3.5 99.1 2.63p

Financial Highlights (Makro not consolidated) Operational Highlights

BUSINESS PROFILE (eXCLUDING MAKRO)

Customer Sales Sales Sales Sales2 Sales

Of our sales, £2.5bn is non-tobacco and £1.5bn is tobacco.

Sales Sales Sales Sales2 Sales

Sales Sales Sales Sales2 Sales

Substantial progress has been achieved.

2009 2010 2011 20122 2013

Chief executive’s review

Premier as we have increased capacity for Booker Direct/Ritter-Courivaud/

Chief executive’s review

Satnam Arora, who has expertise “butchery apprenticeship”. 28 new

People Charles Wilson

The summary of results for the group is as follows:

group finance director’s

directors and officers

Charles Wilson (Age: 47) Guy Farrant (Age: 51)

The Role of the Board and its committees

Board Audit Remuneration Nomination

a Not a member of the Audit Committee but attended by invitation

Information and professional development

Information and professional development continued

• the business of the Group;

• key board issues;

Relations with shareholders

Directors’ conflicts of interest

Internal controls and risk management

• the formulation and deployment of Group accounting policies and procedures;

Internal controls and risk management continued

The more important elements of this framework are as follows:

Corporate accounting and procedures

Quality and integrity of personnel

Risks and Uncertainties

• Product quality and safety

Audit Committee Report

On behalf of the Board

Role of the Committee

The Company Secretary is Secretary to the Audit Committee.

Meeting Frequency and Main Activities in the Year

Audit Committee Report

Appointment and independence of external auditor

Committee performance and effectiveness

This report was approved by the Board of Directors on 22 May 2013.

Nomination Committee Report

On behalf of the Board

Role of the Committee

The Company Secretary is Secretary to the Committee.

Meeting Frequency and Main Activities in the Year