RNS Number:7579Z
Goldshield Group PLC
15 June 2004


For Immediate Release                                           15 June 2004


                               GOLDSHIELD GROUP plc

             Preliminary Results for the year ended 31st March 2004

Goldshield Group plc (LSE: GSD), the marketing-led pharmaceutical company, has
pleasure in reporting its Preliminary Results for the year ended 31st March
2004.

BUSINESS HIGHLIGHTS

*         Restructuring creating platform for future growth
*         Profit centres created with highly-motivated and incentivised teams
*         Cost base and talent pool radically improved through expansion in
          India
             -  Headcount in India now over 500, expected to reach 700 by end of 
                2004
*         No further information on SFO investigation or DoH litigation

FINANCIAL HIGHLIGHTS

*           Bank debt reduced to #5.5 million from #13.7 million.
*           Group revenues of #87.5 million (2003: #105 million)
*           Profit before interest, tax, amortisation and exceptional costs of
            #13.8 million (2003: #19.9 million)
*           Loss per share down at (1.6p) ( 2003: (3.9p)) after high tax losses
            in US
*           Net cash inflow from operations of #18.4 million (2003: #11.2
            million)
*           Final dividend 2.5p per share making 3.5p for the year, up 21%
*           Peter Brown appointed Non-Executive Chairman in August 2003

Commenting on the results, Peter Brown, Chairman of Goldshield Group, said:

"It has been a difficult 24 months, but Goldshield is now on a firm footing with
a structure that will be able to support sustained growth in the future. We are
profitable and will soon be debt-free. Restructuring has left us with
highly-motivated teams tightly focused on their markets. We still have much to
do during the current year, but we are back on course to create shareholder
value."

For further information, please contact:

Goldshield Group plc
Ajit Patel, Chief Executive Officer            Today:       +44 (0) 20 7466 5000
Rakesh Patel, Finance Director            Thereafter:       +44 (0) 20 8649 8500

Buchanan Communications                                     +44 (0) 20 7466 5000
Tim Anderson, Mark Court, Mary-Jane Johnson



Chairman's Overview

Your Company is recovering from a very difficult twenty four months. We have
successfully moved virtually all support operations to Mumbai in India,
reorganised the sales units in Europe and America and intend soon to be selling
products in India.

Your executive team has significantly improved cashflow with the result that we
have reduced our borrowings by #8.2 million.

Despite the fact that operating profits have fallen, current trading is as
expected.

Under the leadership of Ajit Patel the Company is moving towards a focused style
of entrepreneurial business units that is already bringing benefits to
shareholders.  On your behalf I would like to thank directors, executives and
all our staff for their hard and effective work over the last year.

Russell Race, who has served you as an independent director since July 1998 is
retiring from the board at the AGM as his other business responsibilities have
increased.  We are actively recruiting a new Independent Director to fill this
vacancy.

Full details of the Company's activities are contained in the Chief Executive's
review and the Finance Director's report and I hope you will be pleased that
your Board feel confident in recommending a final dividend of 2.5 pence which,
with the 1 pence already paid, represents an increase of 21% over the previous
year.

Finally, you will be pleased to know that your company has donated surplus
drugs, worth over #200,000, to the Bulgarian Red Cross and, for Jordan and
surrounding territories, to the Jordanian Red Crescent for immediate
distribution to families in these countries.

Peter M Brown
Chairman
14 June 2004



Chief Executive Officer's Operating Review


Overview

A year ago Goldshield embarked on a radical restructuring of its business.
During many years of rapid growth, group infrastructure played catch-up as we
recruited and adapted to try to cope with ever greater business demands. This ad
hoc approach had to stop and we needed to rethink our structure and systems.

Our Interims in December were also the occasion for the first statement from our
non-executive Chairman, Peter Brown, another very important step in the
development of Goldshield.

Another top priority during the year was the reduction in our debt. I am pleased
to report that our total bank debt and deferred acquisition costs have been
reduced to #5.6 million at 31 March from #21.6 million a year ago. In order to
achieve this we reduced marginal activities, drove operational efficiencies and
concentrated on better cash management. Financially, the group is now in a much
better position to build for the future.

I am pleased to announce our results for the year ended March 2004. Overall
sales are #87.1 million (2003: #104.9 million). They are a touch better than
previously anticipated. Pre-exceptional earnings before interest, tax and
amortisation (EBITA) were #13.8 million (2003: #19.9 million). The exceptional
costs for the year were #1.2 million (2003: #1.0 million). I am pleased to
announce that the board is recommending a final dividend of 2.5 pence (2003:
1.45 pence) bringing the total for the year to 3.5 pence (2003: 2.9 pence).

As part of our ongoing efforts to integrate businesses and provide them with
focus, we have reorganised them into smaller Strategic Units with a clearly
defined cost structure and grouped by Channels of Distribution. The channels
through which we distribute our products and services are: Direct to Consumer,
Retail, Hospital, Country Distributors and the yet to be established Out-
Licensing. We have also rescaled our operation in the USA giving us a better
platform to build a profitable business in this lucrative market.

All units, whether they are product or service led, are now profit centres. All
support units are working with a clear understanding of generating revenues over
and above servicing internal clients and contributing to the group bottom line.

The Group is introducing new performance pay systems based on parameters that
are scientifically measurable in terms of quality and quantity deliverable. The
focus is on lifetime learning teams of entrepreneurs with the purpose of
recruiting, retaining and enhancing the customer base. This coupled with a new
system of profit accountability will have a significant impact on staff
motivation.

Plans for developing a Goldshield Academy to enhance technical and management
skills at all levels have started. We are committed to recruit and develop
people for both our immediate and our future business competencies and as such
this initiative is very high on our strategic agenda.

Our Indian operation, initiaily set up to handle outsourced processes from our
operations in both the US and Europe, has created a number of new opportunities
. Our operations here have seen a substantial expansion with over 500 staff
located in Mumbai.We have been able to access high quality staff at much lower
cost than in the UK and US, taking advantage of the large numbers of well
educated people , experienced in business and fluent in English. We have
recruited people with many competencies other than call centres.  These include
medicine, commerce, IT and inventory control. A significant effort is being made
to train these new staff, making sure they are well versed in corporate goals,
capable of operating with a focus on profit and able to adapt to a system that
rewards well those staff able to achieve internal targets.

Our focus is to build a successful telemarketing business to serve Goldshield
customers in Europe and the USA and leverage this knowledge by assisting in the
expansion of call centres owned by other companies. The total space available
there will provide over 400 call centre, 250 managerial and over 160 training
seats. In addition Goldshield is accessing the increasing numbers of FDA and
MHRA approved pharmaceutical plants in India. We will leverage these low cost
manufacturing capabilities by contract manufacturing our porducts for sale in
India, Europe, United States and other international markets which include the
Middle East, South Africa and Australasia .

Marketing and Sales Review

Direct to Consumer - Europe

Sales declined to #18.0 million (2003: #22.1million). Much of the decline is
attributed to a maturing of the market and a shortage of new customers. However
we have made good progress in the last six months in this important channel of
distribution. Sales here have stabilised and the decline halted.

A new telemarketing Centre was established in India in May 2003. Since this time
we have enhanced our customer relationship approach, resulting in increased
customer values and loyalty. We have now undertaken a strategic review of the
business and as a result have become more customer orientated. We have also
established a more focused customer recruitment group to enhance our database.

The Internet business continues to grow and now represents over 10% of all
orders processed. More initiatives are being developed to maximise the returns
from the Internet. The French business continues to grow and during this period
doubled its income through mailing and advertising activity. At the end of this
year we moved our French Call Centre to France in order to move closer to our
customers and optimise service levels.

During the year, gross margins have increased through improved purchasing on key
lines, selective introduction of price increases and the introduction of premium
high margin products.

Retail Generic - Europe

The UK generics market has became increasing competitive. We are still primarily
UK led in this distribution channel, however our European options are being
evaluated. Despite tough competition, our generic business grew 11% over the
previous year with sales of #8.8 million (2003: #7.9 million).

Inventory management issues and lower selling prices limited growth. Better
focus on the product mix, coverage and customer loyalty plan helped increase
sales. New product launches, improvement in customer service levels and better
management of cost will drive this business in the future.

Hospital - Europe

The hospital business in Europe has achieved sales of #12.7 million (2003: #11.1
million), an increase of 14% over the previous year. The core of this business
remains the Antigen injectables product range in the UK and Ireland accounting
for some 80% of its turnover. This element of our business was up 8% on the
previous year with growth mainly due to extension of some existing NHS contracts
and award of some new ones.

Remodulin, prescribed for pulmonary arterial hypertension on a 'named patient'
basis (due to not having completed registration in the UK), was subject to
pricing negotiations with the NHS, resulting in a doubling of patients treated.

Following the recent granting of European marketing rights to Goldshield by
Indigo Orb Inc. USA of their spring loaded Autodetect Syringe for Epidural
Procedures, a pilot study is planned in the UK prior to an autumn launch. This
is the first step in developing a total hospital service provision extending
beyond just injectable pharmaceutical products.

The European business has seen the biggest growth with sales up 91% to #0.9
million. The supply problems with controlled drugs, particularly pethidine, has
impacted similarly on this business with delays of orders which would have
pushed the sales up further. Whilst many of these issues have now been resolved,
we are focused on putting safeguards in place to prevent a reoccurrence in the
future.

The Goldshield oncology business was up 9% to #1.6 million. This growth was due
to Methotrexate contract awards for both injectable and solid dose
presentations. As reported in the Interim Statement, this year also saw the
first award for an in-house developed oncology product complementing the
products acquired from Wyeth. Within the coming year we will launch two further
in house developed oncology products into the UK market, with introductions into
other markets outside the UK planned.

Direct to Consumer - North America

During the period, we have reorganised our business in North America into two
business units, Goldshield Elite which focuses on multilevel marketing and
Goldshield Direct which carries out mailing and telemarketing activities. As
reported earlier, we undertook considerable consolidation here and our total
operations here have been trimmed down significantly. We had earlier in the year
sold our products containing Ephedra, which together with rationalisation of
other peripheral activities had a marked impact on our sales which closed at
#10.9 million. (2003: #26.8 million). The sales are now stable in the last 3
months and we have started the recovery process. We are determined to build our
presence here.

Since inception in June 2003, Goldshield Elite's membership crossover from
Changes International, Golden Pride International/W.T. Rawleigh and Achievers
Unlimited was slower than anticipated. However, it increased during the first
quarter of 2004 due to various enrolment campaigns offered to current members.
Elite is in the process of consolidating all companies into one. We expect to
complete this by the end of June 2004.

Elite has adopted a new Corporate Customer Creation campaign to enrol new
members. An outbound sales campaign originating from India and a mini-web page
email campaign originating from the US will form the basis of this recruitment
drive which aims to enrol 500,000 new Members by 2010. Both campaigns were
released on 1 June 2004.

Goldshield Direct, which was formed after merging PR Nutrition and Advanced
Nutritional Products, has started on recruiting new customers through outbound
telemarketing campaigns from India. This business is about a third of the size
of Goldshield Elite.

Retail Brands - Europe

Sales in Retail Brands Europe reached #32.6 million this year, almost level with
the previous year at #32.9 million. Sales in the UK increased from #22.2 million
to #22.4 million, whilst in Europe, sales declined from #10.7 million to #10.2
million.The majority of this decline is due to a combination of delays in
technical transfers and out-of-stock situations.

In the UK, the Dispensing Doctor sales operation grew by 15% over the previous
year. In January, the Representatives started promoting Flexeze, a Glucosamine/
Chondroitin product to General Practitioners. The changes in the NHS resulted in
more work focusing on Nurses, now an important source of influence, who
prescribe several Goldshield products. The Own Label business has shown an
increase in sales of 62% from #1.6 million to #2.6 million. In Ireland,
traditional Goldshield products have shown a 9% growth.

In Europe, we have obtained a registration for Flexeze Capsules in Hungary and
sales are expected shortly. In Poland, we have submitted a registration for
Flexeze Gel and in Kosovo, 8 registrations were submitted for a variety of
pharmaceutical products. As a result of Malta joining the EU, we have had to
register our products and we submitted 26 registrations. During the year, we
have identified many opportunities in the retail sector throughout Europe, which
we will capitalise on.

Over the last year, the major change in the business has been the move away from
a purely prescription product business to one which markets a wider range of the
Group's products actively through the retail channel and secondly to focus the
unit on being a European wide business ready for the expansion of the EU.

Country Distributors - Rest of World

This part of our portfolio saw a 3% decline in sales at #3.8million (2003: #3.9
million). Whilst the Smith Kline Beecham (SKB) acquired products, which still
account for more than 50% of this Channel's sales, grew by 11% it did not
compensate for the downward sales trend in the Antigen and Regina product sales.

South Africa was a source of excellent growth of over 63% over last year with
Ecotrin (enteric coated aspirin) remaining the leading product in its class for
preventative use post-myocardial infarction, coupled with the launch into the GP
sector of various Flexeze (glucosamine) formulations. Sales in Pakistan were up
34% fuelled by local sales growth across the SKB product range. Australia/New
Zealand saw a 15% growth attributable to the Goldshield product range and the
last quarter saw preparations being finalized for the re-launch of Ecotrin in
the New Year. Thailand, which last year saw sales restricted due to product
availability, recovered as soon as supplies recommenced.

Regina business, which is mostly dependent on Duty Free Sales in the Far East,
was down 18% despite increased sales resulting from product inclusion with Thai
Airways. The sales continued to be hit by lower passenger air traffic post the
SARS epidemic and compounded during the year by world-wide shortages in supply
of raw material.

Services - Global

This is a very new area of business for us. During the last 18 months of
consolidation, management restructure and the move of some of our back office
functions to India, we have developed many competencies in the service sector.
Most of these are simply an extension of what is required for better functioning
of our internal operations. Since all our service functions have been broken
down into smaller profit centre units, it makes sense to offer these services
externally from our low cost base in India. In addition to incremental revenues,
it will bring in better learning and provide benchmarking against standards of
others.

Whilst this is not our core business, we expect revenues to increase in the
coming months.

Product Development

As part of the overall reorganisation, we have taken a fresh look at how Product
Development functions within the group. In order to fully maximize the potential
of our acquired and own developed products, we have created two product groups.
Both of these are focused on their core competencies which centre around the
ability to get product registered and approved for sale. The unlicensed product
group focuses on products that require minimum registrations and are a lot
quicker to market, whilst the licensed product group manages the traditional
prescription product portfolio.

Both these groups will not only aim to maximize sales through all the internal
Business Units but also form relationships with external customers and promote
out-licensing and sales of Goldshield products under 'own label' supply. These
groups are responsible for researching and developing new products, increasing
existing product leverage and developing marketing plans for all new and
selected existing products to be implemented by the internal Business Units.

Within the unlicensed product group, we already have several exciting products
in the pipeline, focusing less on 'me too' and more on innovative and unique
formulations, several of which will be selected to undergo clinical evaluation
in the coming months.

The focus for the Group with respect to Product Development for Licensed
products over the last 12 months has been to consolidate the large number of
product acquisitions made prior to March 2002. Effort has largely been concerned
with transferring production into new manufacturing sites to ensure long term
continuity of supplies. This has involved the co-ordination of Technical and
Regulatory activity for these transfers especially on the significant number of
injectable licenses acquired through the purchase of Antigen Pharmaceuticals.
Despite the focus on product transfers, the licensed product group has over the
last 12 months, submitted product license applications for 12 new molecules each
representing a number of different presentations.

A number of new product licenses have also been granted within European and some
International markets. The number of approvals achieved was less than our
target, mainly as a result of internal problems within the authorities.

Current Trading and Future Prospects

This year we will conclude the restructuring of the Group. We can then return to
organic growth and acquisitions. We now have a high-quality, highly-motivated
team whose remuneration is closely linked to their performance. Each business
unit is tightly focused on its products and markets. Our goal still remains that
of better cash management. We expect to be debt free during the current year.
There is a great temptation to focus on immediate and short term results.
Nevertheless it is right to continue with the process of change started last
year. I am confident that with a better balance sheet, a more organised and
efficient infrastructure and a better quality and motivated team, sales growth
will resume during 2005/06 financial year.

There is nothing new to report on either the SFO investigation or the DoH
litigation. An update on the changes in the legal matters arising from our Irish
acquisitions is set out in note 26 to the financial statements. We expect to
continue defending our position until a proper and satisfactory resolution has
been achieved.

Ajit Patel
Chief Executive Officer
14 June 2004


Consolidated Profit and Loss Account
for the year ended 31 March 2004

                                                       Before
                                       Notes      exceptional         Exceptional         Total           Total
                                                        items               items          2004            2003
                                                                         (Note 3)
                                                         #000                #000          #000            #000

Turnover                                   2           87,063                   -        87,063         104,920
Cost of sales                                        (34,878)                   -      (34,878)        (30,838)

Gross profit                                           52,185                   -        52,185          74,082
Other operating income                     3              418                   -           418               -
Distribution costs                                    (5,253)                   -       (5,253)        (11,092)
Impairment losses                                           -                   -             -         (4,864)
Exceptional legal and professional                          -             (1,154)       (1,154)           (951)
costs
Other administrative expenses                        (42,320)                   -      (42,320)        (52,903)

Administrative expenses                              (42,320)             (1,154)      (43,474)        (58,718)

Operating profit                                        5,030             (1,154)         3,876           4,272

Net interest                               4            (561)                   -         (561)           (744)

Profit on ordinary activities              3            4,469             (1,154)         3,315           3,528
before taxation
Tax on profit on ordinary                  6          (3,917)                   -       (3,917)         (5,004)
activities

Profit/(Loss) on ordinary                                 552             (1,154)         (602)         (1,476)
activities after taxation
Equity minority interests                                  20                   -            20              24

Profit/(Loss) for the financial                           572             (1,154)         (582)         (1,452)
year
Equity dividends                           8          (1,295)                   -       (1,295)         (1,069)

(Loss) transferred from reserves          19            (723)             (1,154)       (1,877)         (2,521)

Earnings per share

Basic (pence)                              9                                              (1.6)           (3.9)

Diluted (pence)                            9                                                  -               -

Dividend per share (pence)                 8                                                3.5             2.9



All operations are continuing.

A statement of movement of reserves is given in note 19.

The accompanying accounting policies and notes form an integral part of these
financial statements.


Consolidated Statement of Total Recognised Gains
and Losses for the year ended 31 March 2004

                                                                                        Group
                                                                                        2004              2003
                                                                                        #000              #000
(Loss) for the financial year                                                          (582)           (1,452)
Currency differences on foreign currency net investments                             (2,513)           (1,118)

Total recognised gains and losses for the year and total gains and                   (3,095)           (2,570)
losses recognised since the last financial statements

The accompanying accounting policies and notes form an integral part of these
financial statements.


Consolidated Balance Sheet at 31 March 2004

                                                               Notes                      2004             2003
                                                                                          #000             #000

Fixed assets
Goodwill                                                                  10            21,456           26,744
Other intangible assets                                                   10            27,300           32,620

Intangible assets                                                         10            48,756           59,364
Tangible assets                                                           11             1,333            1,258

                                                                                        50,089           60,622
Current assets
Stocks                                                                    13            13,991           15,444
Debtors: due within one year                                              14            13,426           16,648
Cash at bank and in hand                                                  24               186            2,433

                                                                                        27,603           34,525

Creditors: amounts falling due within one year                            15          (33,658)         (36,770)

Net current (liabilities)                                                              (6,055)          (2,245)

Total assets less current liabilities                                                   44,034           58,377
Creditors: amounts falling due after more than one year                   16                 -          (7,500)

Provisions for liabilities and charges                                    17             (589)          (3,186)

                                                                                        43,455           47,691

Capital and reserves
Called up share capital                                                   18             1,851            1,846
Share premium account                                                     19            21,234           21,075
Profit and loss account                                                   19            20,254           24,644

Shareholders' funds                                                       20            43,339           47,565

Equity minority interests                                                 21               106              126

Total capital employed                                                                  43,445           47,691



The financial statements were approved by the Board of Directors on 14 June
2004, and signed on their behalf by:

Ajit Patel, Chief Executive Officer

R V Patel, Finance Director

The accompanying accounting policies and notes form an integral part of these
financial statements.

Company Balance Sheet at 31 March 2004

                                                          Notes                        2004               2003
                                                                                       #000               #000

Fixed assets
Investments                                                          12               7,274              5,642

Current assets
Debtors: due after more than one year                                14              22,332             11,444
Debtors: due within one year                                         14               7,361             21,591

                                                                                     29,693             33,035

Creditors: amounts falling due within one year                       15             (9,562)            (5,183)

Net current assets                                                                   20,131             27,852

Total assets less current liabilities                                                27,405             33,494
Creditors: amounts falling due after more than one year              16                   -            (7,500)

                                                                                     27,405             25,994
Capital and reserves
Called up share capital                                              18               1,851              1,846
Share premium account                                                19              21,234             21,075
Profit and loss account                                              19               4,320              3,073

Shareholders' funds                                                                  27,405             25,994



The financial statements were approved by the Board on 14 June 2004 and signed
on their behalf by:

A R Patel, Chief Executive Officer

R V Patel, Finance Director

The accompanying accounting policies and notes form an integral part of these
financial statements.


Consolidated Cash Flow Statement
for the year ended 31 March 2004

                                                                   Notes                  2004             2003
                                                                                          #000             #000

Net cash inflow from operating activities                                  22           18,397           11,232

Returns on investments and servicing of finance
Interest received                                                                           32               81
Interest paid                                                                            (593)            (825)

Net cash outflow from returns on investments and servicing of                            (561)            (744)
finance

Taxation
Corporation tax paid                                                                   (3,098)          (4,582)

Capital expenditure and financial investment
Purchase of tangible fixed assets                                                        (703)          (1,177)
Purchase of intangible fixed assets                                                          -          (2,626)
Proceeds on disposal of tangible fixed assets                                                -              106

Net cash outflow from capital expenditure and financial investment                       (703)          (3,697)
Acquisitions and disposals
Purchase of businesses and deferred consideration                                      (7,207)          (5,917)

Equity dividends paid                                                                    (905)          (1,605)

Net cash outflow before financing                                                        5,923          (5,313)

Financing
New bank loan                                                                                -            1,234
Bank loan payment                                                                      (8,180)          (2,838)
Issue of shares                                                                             10               30

Cash(outflow) from financing                                                           (8,170)          (1,574)

(Decrease) in cash                                                         23          (2,247)          (6,887)



The accompanying accounting policies and notes form an integral part of these
financial statements.

Notes to the Financial Statements

1  PRINCIPAL ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared in accordance with applicable United
Kingdom accounting standards and under the historic cost convention. The
Directors have reviewed the principal accounting policies and consider they
remain the most appropriate for the Group. The principal accounting policies of
the Group have remained unchanged from the previous year and are set out below.

Basis of consolidation

The Group financial statements consolidate those of the Company and of its
subsidiary undertakings drawn up to 31 March 2004. Profits or losses on
intra-group transactions are eliminated in full. The results of the subsidiary
undertakings acquired during the year have been included from the date of
acquisition. On acquisition of a subsidiary, all of the subsidiary's assets and
liabilities which exist at the date of acquisition are recorded at the fair
values reflecting their condition at that date.

Goodwill arising on consolidation, representing the excess of the fair value of
the consideration given over the fair values of the identifiable net assets
acquired, is capitalised net of any provision for impairment and is amortised on
a straight line basis over its estimated useful economic life.

Investments

Investments in subsidiary undertakings in the balance sheet of the Company are
included at the cost of the shares held less amounts written off.

Turnover

Turnover is the total amount receivable by the Group for goods supplied and
services provided, excluding value added tax and trade discounts. Turnover is
recognised as the delivery of goods and services to customers.

Intangible fixed assets

Brand names, know-how, licences, trademarks and similar intangible items are
capitalised at historical cost net of any provision for impairment and amortised
on a straight line basis over their estimated useful economic lives, which range
between seven and ten years.

Depreciation

Depreciation is calculated to write down the cost, less estimated residual
value, of all tangible fixed assets other than freehold land over their expected
useful economic lives.

The rates generally applicable are:

Freehold buildings                                      4% p.a. straight line
Office equipment                                        20% p.a. straight line
Plant and equipment                                     15% p.a. straight line
Motor vehicles                                          20% p.a. straight line

Depreciation commences in the month of purchase and is calculated on a pro rata
basis in the year of acquisition.

Stocks

Stocks are stated at the lower of cost and net realisable value.

Deferred taxation

Deferred tax is recognised on all timing differences where the transactions or
events that give the group an obligation to pay more tax in the future, or a
right to pay less tax in the future have occurred by the balance sheet date.
Deferred tax assets are recognised when it is more likely than not that they
will be recovered. Deferred tax is measured using rates of tax that have been
enacted or substantially enacted by the balance sheet date.

Pensions

The Group operates a defined contribution pension scheme whereby contributions
are made to individual employee pension plans of certain employees. These costs
are charged against profits in respect of the accounting period in which they
are paid.

Leased assets

Payments made under operating leases are charged to the profit and loss account
on a straight line basis over the period of the lease.

Foreign currencies

Transactions in foreign currencies are translated at the exchange rate ruling at
the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated at the rates of exchange ruling at the balance sheet
date. The financial statements of foreign subsidiaries are translated at the
rate of exchange ruling at the balance sheet date. The exchange differences
arising from the re-translation of the opening net investment in subsidiaries
are taken directly to reserves. Where exchange differences result from the
translation of foreign currency borrowings raised to acquire foreign assets
(including equity investments) they are taken to reserves and offset against the
differences arising from the translation of those assets. All other exchange
differences are dealt with through the profit and loss account. This accounting
policy is as prescribed by Statement of Standard Accounting Practice 20.

Research and development expenditure

All research and development expenditure is written off to the profit and loss
account in the period in which it is incurred.

Financial instruments

Financial assets are recognised in the balance sheet at the lower of cost or net
realisable value. Provision is made for diminution in value where appropriate.

Interest receivable is accrued and credited to the profit and loss account in
the period to which it relates.

Share options

The estimated cost of share options granted (being the difference between
exercise price and market rate on the date of grant) are accrued over the period
to which the benefit relates.

2  SEGMENTAL REPORTING

Turnover and profit on ordinary activities before taxation are attributable to
the principal activity of the Group.

                                                                                      2004                 2003
                                                                                      #000                 #000

Turnover by destination:
United Kingdom                                                                      59,294               61,440
Western Europe Excluding the United Kingdom                                         11,062               11,108
North America                                                                       10,851               26,845
Rest of the World                                                                    5,856                5,527

                                                                                    87,063              104,920

Turnover by origin:
United Kingdom                                                                      62,798               65,802
North America                                                                       10,851               26,844
Ireland                                                                             12,598               12,274
India                                                                                  816                    -

                                                                                    87,063              104,920

Operating profit:
United Kingdom                                                                       1,758                7,513
North America                                                                      (3,191)              (6,123)
Ireland                                                                              4,679                2,882
India                                                                                  630                    -

                                                                                     3,876                4,272

Net assets:
United Kingdom                                                                      35,917               59,216
North America                                                                      (3,778)              (1,022)
Ireland                                                                             16,654                3,177
India                                                                                  152                    -
Unallocated                                                                        (5,500)             (13,680)

                                                                                    43,445               47,691

3  PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

The profit on ordinary activities is stated after charging/(crediting):

                                                                                   2004                    2003
                                                                                   #000                    #000

Auditors' remuneration:
- Audit services                                                                    133                     147
- Non audit services (see below)                                                    109                      74
Depreciation and amortisation:
- Intangible fixed assets                                                         8,734                   9,828
- Tangible fixed assets                                                             514                     477
Hire of plant and machinery                                                          76                      60
Loss on disposal of tangible fixed assets:                                            -                      40
Impairment losses                                                                     -                   4,864
Exceptional legal and professional costs                                          1,154                     951
Operating lease rentals                                                             706                     894
Other operating Income                                                              418                       -
Foreign exchange gains                                                             (52)                    (61)
Research and development:
- current year expenditure                                                          613                     969


Auditors remuneration for non audit services principally consists of the review
and reporting on the Group's interim results, compliance work for corporation
taxes and sales taxes in jurisdictions in which the Group has a presence.

Exceptional legal and professional costs relate to fees in connection with the
Serious Fraud Office investigation, Department of Health claim and issues
arising out of the Irish operations, detailed in note 26.

Other operating Income relates to income arising from the disposal of assets in
respect of the right to the sale of products containing Ephedra.

4  NET INTEREST

                                                                                   2004                    2003
                                                                                   #000                    #000

Interest payable on bank loans and overdrafts                                     (593)                   (825)
Interest receivable and similar income                                               32                      81

                                                                                  (561)                   (744)

5  DIRECTORS AND EMPLOYEES

Employees
Staff costs during the year were as follows:
                                                                                   2004                    2003
                                                                                   #000                    #000

Wages and salaries                                                                7,907                  11,060
Social security costs                                                               677                   1,056
Other pension costs                                                                 100                     340

                                                                                  8,684                  12,456

The average number of employees is analysed below:
                                                                                   2004                    2003
Administration                                                                      161                     121
Marketing and Selling                                                               418                     227
Management                                                                           25                      24
Warehouse                                                                            44                      35

                                                                                    648                     407

The Group contributes to employee money pension schemes at a precentage of pay
(depending on grade)

Directors' Remuneration

The emoluments of the Directors were as follows:

                                                                                          2004             2003
                                                                                          #000             #000
Emoluments                                                                               1,193            1,107
Payments to third parties for consultancy services                                          28               28
Gain on exercise of share options                                                           26                -
Pension contributions to money purchase pension schemes                                     71               95

                                                                                         1,318            1,230

During the year five Directors (2003: five Directors) participated in money
purchase pension schemes.

The amounts set out above include remuneration in respect of the highest paid
Director as follows:

                                                                                          2004             2003
                                                                                          #000             #000
Emoluments                                                                                 350              347
Pension contributions to money purchase pension schemes                                      8               31

                                                                                           358              378


6  TAX ON PROFIT ON ORDINARY ACTIVITIES

                                                                                          2004             2003
                                                                                          #000             #000
United Kingdom corporation tax at 30% (2003: 30%)                                        6,033            3,624
Adjustment in respect of prior periods                                                     447            (393)
Overseas taxation                                                                           34            1,098

Total current tax                                                                        6,514            4,329

Origination and reversal of timing differences                                         (2,597)              239
Adjustment to estimated recoverable amount of deferred tax assets                            -              436

Total deferred tax                                                                     (2,597)              675

Tax on profit on ordinary activities                                                     3,917            5,004

The tax assessed for the year is higher than the standard rate of corporation
tax in the United Kingdom at 30% (2003: 30%).  The differences are explained as
follows:-

                                                                                        2004               2003
                                                                                        #000               #000
Profit on ordinary activities before tax                                               3,315              3,528

Profit on ordinary activities multiplied by the standard rate of                         994              1,058
corporation tax in the United Kingdom of 30% (2003: 30%)
Effect of
Expenses not deductible for tax purposes                                               2,260              1,175
Impairment provision not qualifying for tax relief                                         -              1,459
Capital allowances for the year in excess of depreciation                               (81)              (209)
Utilisation of tax losses                                                                  -                (3)
Tax losses carried forward                                                             1,139              1,242
Other short term timing differences                                                    1,755                  -
Adjustments to tax charge in respect of prior periods                                    447              (393)

Total current tax                                                                      6,514              4,329


7  PROFIT FOR THE FINANCIAL YEAR

The Parent Company has taken advantage of Section 230 of the Companies Act 1985
and has not included its own profit and loss account in these financial
statements. The profit after tax for the year of the Company was #1,247,000
(2003: #1,128,000) which is dealt with in the financial statements of the
Company.

8  EQUITY DIVIDENDS

                                                                                        2004               2003
                                                                                        #000               #000
Ordinary shares - interim dividend of 1.00p per share paid 20 January 2004               370                534
(2003: 1.45p paid 20 January 2003)

Ordinary shares - proposed final dividend of 2.50p per share payable on 15               925                535
October 2004 (2003: 1.45p paid 17 October 2003)

                                                                                       1,295              1,069

9  EARNINGS PER SHARE

The calculation of the basic earnings per share is based on the earnings
attributable to ordinary shareholders divided by the weighted average number of
shares in issue during the year.

The calculation of diluted earnings per share is based on the basic earnings per
share, adjusted to allow for the issue of shares and the post tax effect of
dividends, on the assumed conversion of all dilutive options. There is no
diluted earnings per share as share options would not have a dilutive effect on
the loss for the year.

Reconciliations of the earnings and weighted average number of shares used in
the calculations are set out below.

                                            2004                                     2003
                                            Weighted                                 Weighted
                                             average                                  average
                                              number     Per share                     number     Per share
                              Earnings     of shares        amount     Earnings     of shares        amount
                                  #000           000         pence         #000           000         pence
(Loss) attributable to           (582)        36,936                    (1,452)        36,879
shareholders
Basic earnings per share                                     (1.6)                                    (3.9)


10  INTANGIBLE FIXED ASSETS


Group                                                             Brand names
                                                                     know-how
                                                                 licences and
                                                                  trade marks         Goodwill            Total
                                                                         #000             #000             #000
Cost
At 1 April 2003                                                        50,299           43,059           93,358
Exchange differences                                                     (14)          (2,406)          (2,420)
Additions                                                                   3                -                3
Adjustment to purchase consideration                                    (550)                -            (550)
At 31 March 2004                                                       49,738           40,653           90,391
Amortisation
At 1 April 2003                                                        17,679           16,314           33,993
Exchange differences                                                     (12)          (1,080)          (1,092)
Provided in the year                                                    4,771            3,963            8,734
At 31 March 2004                                                       22,438           19,197           41,635
Net book amount
At 31 March 2004                                                       27,300           21,456           48,756
Net book amount
At 31 March 2003                                                       32,620           26,744           59,365


The Board has reviewed the value of all of the intangible assets and is of this
view that there is no need to provide for impairment losses against the
intangible assets.

In considering the value of goodwill attaching to the US business, a future
growth rate of 15% has been assumed, which exceeds the average growth rate for
that territory. The Board considers this appropriate in view of their future
plans for the recently restructured business.

The Board has considered the useful economic life for significant acquisitions
and concluded in each case that the useful economic life ranges between 8 and 10
years.

11  TANGIBLE FIXED ASSETS

Group                         Freehold land           Office          Plant &            Motor
                                & buildings        equipment        equipment         vehicles            Total
                                       #000             #000             #000             #000             #000
Cost
At 1 April 2003                          32            1,586              408               63            2,089
Exchange differences                    (7)            (145)              (7)              (2)            (161)
Additions                                45              471              187                -              703
At 31 March 2004                         70            1,912              588               61            2,631
Depreciation
At 1 April 2003                           -              661              144               28              832
Exchange differences                      -             (56)               10              (2)             (48)
Charge for the year                       6              456               24               28              514
At 31 March 2004                          6            1,060              178               54            1,298
Net book amount
At 31 March 2004                         64              852              410                7            1,333
Net book amount
At 31 March 2003                         32              926              264               35            1,258

12  FIXED ASSET INVESTMENTS

                                                                                           Company
                                                                                           2004            2003
                                                                                           #000            #000
Investments in Group undertakings at cost                                                 7,274           5,642

                                                                                                        Company
                                                                                                           2004
                                                                                                           #000
Cost
At 1 April 2003                                                                                           5,642
Additions                                                                                                 1,632
At 31 March 2004                                                                                          7,274
Amounts written off in year ended 31 March 2004                                                               -
Net book amount at 31 March 2004                                                                          7,274



Shares in Subsidiary undertakings

At 31 March 2004 the Group held more than 20% of the allotted share capital of
the following significant undertakings:


Name                       Country of           Class of share    Proportion   Nature of
                           registration or      capital held      held         business
                           incorporation

Goldshield Pharmaceuticals England and Wales    #1 ordinary       100%         Marketing, and distribution of
Limited                                         shares                         pharmaceutical products

Goldshield Limited         England and Wales    #1 ordinary       100%         Marketing and distribution of
                                                shares                         vitamins and health supplements

Goldshield Management      England and Wales    #1 ordinary       100%         Management services
Services Limited                                shares

Vitamins Direct Limited    England and Wales    #1 ordinary       100%         Marketing and distribution of
                                                shares                         vitamins and health supplements

Regina Health Limited      England and Wales    #1 ordinary       100%         Marketing and distribution of
                                                shares                         vitamins and health supplements

B&S House of Health        England and Wales    #1 ordinary       100%         Marketing and distribution of
Limited                                         shares                         vitamins and health supplements

Natural Essentials Limited England and Wales    #1 ordinary       100%         Marketing and distribution of
                                                shares                         vitamins and health supplements

One World Supplements      Jersey               #1 ordinary       100%         Marketing and distribution of
Limited                                         shares                         vitamins and health supplements

Forley Generics Limited    England and Wales    #1 ordinary       100%         Marketing of pharmaceutical
                                                shares                         products

Goldshield USA, Inc        USA                  Ordinary shares   100%         Intermediate holding company

Golden Pride, Inc          USA                  Ordinary shares   100%         Marketing and distribution of
                                                                               vitamins and health supplements

WT Rawleigh, Co            Canada               Ordinary shares   100%         Marketing and distribution of
                                                                               vitamins and health supplements

Achievers Unlimited, Inc   USA                  Ordinary shares   100%         Marketing and distribution of
                                                                               vitamins and health supplements

Changes International, Inc USA                  Ordinary shares   100%         Marketing and distribution of
                                                                               vitamins and health supplements

PR Nutritional, Inc        USA                  Ordinary shares   100%         Marketing and distribution of
                                                                               vitamins and health supplements

Advance Nutritional        USA                  Ordinary shares   100%         Marketing and distribution of
Products, Inc                                                                  vitamins and health supplements

Vitamins Direct, Inc       USA                  Ordinary shares   100%         Marketing and distribution of
                                                                               vitamins and health supplements

Goldshield Services Pvt    India                Ordinary shares   100%         Management Services
Limited

Goldshield Teleservices    USA                  Ordinary shares   100%         Telemarketing Management
Inc                                                                            Services

Health & Beauty Direct     England and Wales    #1 ordinary       70%          Marketing and distribution by
Limited                                         shares                         mail order

Antigen Pharmaceuticals    Ireland              Ordinary shares   100%         Intermediate holding company
Limited

Antigen International      Ireland              Ordinary shares   100%         Marketing and distribution of
Limited                                                                        pharmaceutical products

Antigen Overseas Limited   Ireland              Ordinary shares   100%         Marketing and distribution of
                                                                               pharmaceutical products

Anpharm Limited            Ireland              Ordinary shares   100%         Marketing and distribution of
                                                                               pharmaceutical products

Goldshield (Australia)     Australia            Ordinary shares   100%         Marketing and distribution of
(Pty) Limited                                                                  pharmaceutical products

Goldshield (Hong Kong)     Hong Hong            Ordinary shares   100%         Marketing and distribution of
Limited                                                                        pharmaceutical products



13  STOCKS


                                                                                                Group
                                                                                            2004           2003
                                                                                            #000           #000

Finished goods and goods for resale                                                       13,991         15,444



14  DEBTORS


Debtors due after more than one year                          Group                           Company
                                                          2004            2003            2004           2003
                                                          #000            #000            #000           #000
Amounts owing by subsidiary undertakings                     -               -          22,332         11,444

Debtors due within one year                               Group                           Company
                                                          2004            2003            2004           2003
                                                          #000            #000            #000           #000
Trade debtors                                           12,755          14,499               -              -
Amounts owing by subsidiary undertakings                     -               -           7,308         21,538
Prepayments and accrued income                             671           2,149              53             53

                                                        13,426          16,648           7,361         21,591



15  CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


                                                              Group                           Company
                                                          2004            2003            2004           2003
                                                          #000            #000            #000           #000
Bank overdraft                                               -               -           1,159            600
Bank loan                                                5,500           6,180           5,500          4,000
Trade creditors                                          7,374           7,642               -              -
Deferred purchase consideration                            110           7,898               -              -
Current taxation                                         6,093           2,618           1,596              -
Social security and other taxes                          1,302           1,383               -              -
Other creditors                                          1,878           1,429               -              -
Accruals                                                10,474           9,085             382             48
Dividends payable                                          925             535             925            535

                                                        33,658          36,770           9,562          5,183



16  CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


                                                              Group                            Company
                                                          2004             2003            2004           2003
                                                          #000             #000            #000           #000

Bank loan                                                    -            7,500               -          7,500



Bank borrowings are secured by a fixed and floating charge over current and
future assets of the Group. Interest is charged at up to 2.4% above the Royal
Bank of Scotland plc base rate on bank loans and overdraft borrowings.



17  PROVISIONS FOR LIABILITIES AND CHARGES


                                                                                              Group
                                                                                          2004            2003
                                                                                          #000            #000
Deferred taxation                                                                          589           3,186
Deferred taxation provided for in the financial statements is set out below.

                                                                                         Group
                                                                                          2004            2003
                                                                                          #000            #000
Accelerated capital allowances                                                           3,079           3,426
Other short term timing differences                                                    (2,250)               -
Tax losses                                                                               (240)           (240)

Total                                                                                      589           3,186

                                                                                              Group
                                                                                          2004            2003
                                                                                          #000            #000
At 1 April 2003                                                                          3,186           3,426
Movement in the year                                                                   (2,597)           (240)

At 31 March 2004                                                                           589           3,186



The Group has not recognised deferred tax assets amounting to #5,200,000 (2003:
#2,286,000) in respect of tax losses available for offset against future
profits.



18  CALLED UP SHARE CAPITAL


                                                                                              Group
                                                                                          2004            2003
                                                                                          #000            #000
Authorised
100,000,000 ordinary shares of 5 pence each (2003: 100,000,000)                          5,000           5,000

                                                                                         Group
                                                                                          2004            2003
                                                                                          #000            #000
Allotted, called up and fully paid
37,017,738 ordinary shares of 5 pence each (2003: 36,921,989)                            1,851           1,846



During the year 95,749 shares were issued under the unapproved employee share
option scheme and the employee share save scheme. The difference between the
total consideration of #163,348 and the nominal value of #4,787 has been
credited to the share premium account.

Share options

The market price at 31 March 2004 was 232 pence and the range during the year
ended 31 March 2004 was 137.5 pence to 245 pence.

The following share options which have been granted by the Company were
outstanding at the year end:


                                                            Earliest        Latest
                                               Date of       date of       date of          2004         2003
                                                 grant      exercise      exercise        Number       Number
The 'existing scheme'
5p Ordinary shares at 13.75 pence           1 Apr 1998    1 Apr 2001   31 Mar 2005             -       39,176
The 'unapproved scheme'
5p Ordinary Shares at 180 pence             3 Jun 1998    3 Jun 2001    2 Jun 2008       735,000      785,000
5p Ordinary Shares at 480.5 pence          11 Aug 1999   11 Aug 2002   10 Aug 2009        37,982       60,893
5p Ordinary Shares at 640 pence            11 Jan 2000   11 Jan 2003   10 Jan 2010       181,183      267,213
5p Ordinary Shares at 871 pence           10 July 2000   10 Jul 2003    9 Jul 2010        18,179      161,517
5p Ordinary Shares at 775 pence            18 Dec 2000   18 Dec 2003   17 Dec 2010         6,751       47,629
5p Ordinary Shares at 686 pence            18 Jul 2001   18 Jul 2004   17 Jul 2011       145,394      344,511
5p Ordinary Shares at 586.5 pence           3 Dec 2001    3 Dec 2004    2 Dec 2011        17,094      173,792
5p Ordinary Shares at 366 pence            23 Jul 2002    3 Jul 2005   22 Jul 2012       426,320      506,303
5p Ordinary Shares at 196 pence            04 Aug 2003   04 Aug 2006   04 Aug 2013       209,462            -
INDIA
The 'unapproved scheme'
5p Ordinary Shares at 157.5 pence          04 Aug 2003   04 Aug 2006   04 Aug 2013       188,298            -
The employee share save scheme
5p Ordinary Shares at 180 pence             9 Oct 1998    1 Dec 2005   31 May 2006        17,766       23,515
5p Ordinary Shares at 375 pence            24 Aug 1999    1 Oct 2004   31 Mar 2005         1,800       10,113
5p Ordinary Shares at 696 pence            23 Aug 2000    1 Oct 2007   31 Mar 2008         1,056        1,667
5p Ordinary Shares at 620 pence            15 Feb 2001    1 Apr 2004   30 Sep 2006           482        4,538
5p Ordinary Shares at 555 pence            10 Aug 2001    1 Oct 2004   31 Mar 2007         2,308        5,662
5p Ordinary Shares at 436 pence             7 Feb 2002    1 Apr 2005   30 Sep 2005         1,307        4,339
5p Ordinary Shares at 275.2 pence          2 July 2002    1 Aug 2005   31 Jan 2010        45,327      125,902
5p Ordinary Shares at 266 pence            10 Jan 2003    1 Feb 2006   31 Jul 2008         6,940       13,333
5p Ordinary Shares at 126 pence            15 Aug 2003    1 Sep 2006   28 Feb 2009        94,443            -
5p Ordinary Shares at 174 pence             2 Feb 2004    1 Mar 2007   31 Aug 2009        28,827            -



19  SHARE PREMIUM ACCOUNT AND RESERVES


                                                                                                       Group &
                                                                       Group           Company         Company
                                                                      Profit            Profit           Share
                                                                      & loss            & loss         premium
                                                                     account           account         account
                                                                        #000              #000            #000
At 1 April 2003                                                       24,644             3,073          21,075
Retained (loss)/profit for the year                                  (1,877)             1,247               -
Premium on allotment during the year                                       -                 -             159
Currency difference on foreign currency net investments              (2,513)                 -               -

At 31 March 2004                                                      20,254             4,320          21,234



20 RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS


                                                                                                 Group
                                                                                            2004           2003
                                                                                            #000           #000
(Loss) for the financial year after taxation                                               (582)        (1,452)
Dividends                                                                                (1,295)        (1,069)
Issue of shares                                                                              164             30
Currency difference on foreign currency net investments                                  (2,513)        (1,118)

Net (decrease) in Shareholders' funds                                                    (4,226)        (3,609)
Shareholders' funds at 1 April 2003                                                       47,565         51,174

Shareholders' funds at 31 March 2004                                                      43,339         47,565


21  EQUITY MINORITY INTERESTS

Equity minority interests represent a holding of 30% in Health and Beauty Direct
Limited and the holders of these shares have no other rights against any other
Group undertaking.

22  NET CASH INFLOW FROM OPERATING ACTIVITIES

                                                                                             Group
                                                                                        2004              2003
                                                                                        #000              #000
Operating profit                                                                       3,876             4,272
Depreciation                                                                             514               477
Amortisation                                                                           8,734             9,828
Impairment losses                                                                          -             4,864
Decease/(increase) in stocks                                                           1,453           (3,214)
Loss on disposal of fixed assets:
- Tangible fixed assets                                                                    -                40

Decrease/(increase) in debtors                                                         3,221           (2,794)
Increase/(decrease) in creditors                                                         599           (2,241)

Net cash inflow from operating activities                                             18,397            11,232



23  RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT


                                                                                           Group
                                                                                        2004              2003
                                                                                        #000              #000
(Decrease) in cash for the year                                                      (2,247)           (6,887)
Cash outflow from debt financing                                                       8,180             1,604

Change in net debt arising from cash flows                                             5,933           (5,283)
Net debt at 1 April 2003                                                            (11,247)           (5,964)

Net debt at 31 March 2004                                                            (5,314)          (11,247)



24  ANALYSIS OF CHANGES IN NET DEBT


                                                                             Group
                                                                    2004         Cash flow                2003
                                                                    #000              #000                #000
Cash in hand and at bank                                             186           (2,247)               2,433
Bank loan                                                        (5,500)             8,180            (13,680)

                                                                 (5,314)             5,933            (11,247)



25  LEASING COMMITMENTS



Operating lease payments amounting to #909,000 (2003: #1,186,000) are due within
one year. The leases to which these amounts relate expire as follows:


                                                                   Group                      Group
                                                                    2004                      2003
                                                                Land &                     Land &
                                                             buildings        Other     buildings       Other
                                                                  #000         #000          #000        #000
In one year or less                                                195            1           252          38
Between one and five years                                         553          102           712         126
In five years or more                                               58            -            58           -

                                                                   806          103         1,022         164



The Company did not have any operating leases at 31 March 2004 (31 March 2003:
nil).



26  CONTINGENT LIABILITIES

Indemnities and guarantees

At 31 March 2004, the Company had undertaken to provide support to certain
subsidiary undertakings.

There is a contingent liability in respect of bank borrowings of all companies
within the Group which are secured by an inter company cross guarantee. The
aggregate Group liability at 31 March 2004 amounted to #5,500,000 (2003:
#13,680,000).

The Group has given indemnities in respect of advance payments, deferred
purchase consideration and import duty guarantees issued on its behalf in the
normal course of business. The indemnities given at 31 March 2004 were #331,540
(2003: #535,156).

Irish Operations

On 28 November 2001 the Group acquired the sales, marketing and distribution
rights for the Antigen brand from Antigen Holdings Limited. The companies and
assets were acquired at an estimated cost of #9.4 million. The estimated
consideration was to be settled in two parts, firstly by the payment of #5.2
million and secondly by an obligation to discharge the wider scheme of
arrangement covering all Antigen companies (including those not acquired by the
Group). The directors obtained legal opinion that the Group's exposure to the
debts covered by the scheme was restricted to the debts borne by the companies
it acquired.

On 29 October 2002, Miza Ireland Limited and each of its Irish subsidiaries,
parties to the wider scheme of arrangement, were placed into examinership.
During the current year the liquidator of Miza Ireland Limited claimed the sum
of  Euro20.8 million although no grounds for claim have been specified in detail.
Liability for the claim has been denied. The Directors have received legal
opinion that no basis for claim has been presented by the liquidator which could
result in a liability on the part of the company and that the subsidiaries
concerned have grounds for defending the claim.

Serious Fraud Office (SFO) Investigation

On 10 April 2002 the Group's premises and those of the Chief Executive were
visited by the SFO and certain documentation taken away. A press statement
issued by the SFO stated that its operations formed part of an investigation
into suspected conspiracy to defraud the National Health Service (NHS)
concerning the prices charged for penicillin based antibiotics and Warfarin
between 1 January 1996 and 31 December 2000.

The Directors do not believe the Group has acted in an unlawful or improper
manner, nor has it at any time conspired to defraud the NHS and no provision has
been made accordingly. Until any formal charges are made against the Group, its
maximum potential exposure under relevant legislation for the alleged offences
cannot be quantified.

Legal and professional costs in this matter are expensed as incurred.

Department of Health (DoH) claim

On 20 December 2002, the DoH issued a legal claim against the Group and three
other companies (Norton Healthcare Limited, Norton Pharmaceuticals Limited and
Regent - GM Laboratories Limited) amounting to #28.6 million for alleged
anti-competitive practices involving the fixing of selling prices and
controlling the market and production of Warfarin between January 1997 and
September 2000.

The Directors believe the Group is free from wrong-doing in respect of these
allegations. A defence has been filed and no provision has been made for amounts
potentially due under this claim.  The expected legal and professional costs for
this action have been accrued.

US operations

Changes Inc , which was acquired by Goldshield from Twinlabs Inc, has been named
in a legal action brought by the estate of a deceased customer of Twinlabs Inc
for a sum of around $ 8 milllion. The action relates to a period prior to the
acquisition of Changes . Goldshield only acquired the assets of Changes Inc. The
Directors have received US legal advice to the effect that the prospects of
success against Changes are remote.

There were no other material contingent liabilities at 31 March 2004 or 31 March
2003.

27  FINANCIAL INSTRUMENTS

The Group uses financial instruments, comprising cash, short term borrowings,
trade debtors and trade creditors, which arise directly from its operations. The
main purpose of these financial instruments is to raise finance for the Group's
operations.

Short term debtors and creditors

Short term debtors and creditors have been excluded from the following
disclosures except those relating to currency risk.

Interest rate risk

The Group finances its operations through a mixture of retained profits and bank
facilities. Bank borrowings are made using variable interest rates.

Liquidity risk

The Group seeks to manage financial risk, to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably.

Short-term flexibility is achieved through overdraft facilities and short/medium
term borrowings.

Maturity of financial liabilities

The Group financial liabilities analysis at 31 March 2004 was as follows:


                                                                 Group                         Company
                                                              2004         2003            2004           2003
                                                              #000         #000            #000           #000
In less than one year or on demand
Bank and other borrowings payable by instalments             5,500        6,180           5,500          4,600
Deferred purchase consideration                                110        7,898               -              -
In more than two years but less than five years
Bank and other borrowings                                        -        7,500               -          7,500

                                                             5,610       21,578           5,500         12,100



Borrowing facilities

The Group has undrawn facilities available of #250,000 expiring within one year
(2003: #500,000).



Currency risk

The Group is exposed to translation and transaction foreign exchange risk. In
relation to translation risk the proportion of assets held in the foreign
currency are matched to an appropriate level of borrowings in the same currency.
Transaction exposures are hedged when known, mainly using the forward exchange
hedge market.



The Group seeks to hedge its exposure using a variety of financial instruments,
with the objective of minimising the impact of fluctuations in exchange rates on
future transactions and cash flows.



The Group has overseas subsidiaries operating in Ireland where reserves and
expenses are denominated in Euros. The Group has funded the acquisition cost and
working capital by a Euro loan. As the Group receives net cash inflows in Euros
this loan is being reduced and replaced, as necessary, by funding denominated in
Sterling.



#16.9 million (2003: #16.6 million) of the sales of the Group's business is to
customers in continental Europe/foreign

markets excluding North American operations. The majority of these sales are
invoiced in the currencies of the customers involved. The Group policy is to
minimise all currency exposures on any balance not expected to mature within 30
days of its arising through the use of forward currency contracts. All other
sales of UK business are denominated in sterling.



The tables below show the extent to which Group companies have monetary assets
and liabilities in currencies other than their local currency.


Functional currency of operation                     Net foreign currency monetary assets/(liabilities)
                                                                                            Other
                                                      US Dollar            Euro        currencies       Total
                                                           #000            #000              #000        #000

2004
Sterling                                                  1,611           2,619               901       5,131
Dollar                                                    1,134               -               298       1,432
Euro                                                       (94)          11,950               178      12,034

                                                          2,651          14,569             1,377      18,597

2003
Sterling                                                  (227)         (3,992)               692     (3,527)
Dollar                                                    1,477               -                22       1,499
Euro                                                        334             974             (132)       1,176

                                                          1,584         (3,018)               582       (852)



Fair values

The fair values of the Group's financial instruments are considered equal to the
book value.



28  RELATED PARTY TRANSACTIONS



Golden Pride, Inc. occupy a building owned by First Sunrise LLC (previously
Hersey Family Limited Partnership), in which Harry Hersey Jr. a member of the
group senior management team has a beneficial interest. In the year ended 31
March 2004 net payments of #136,000 (2003: #127,000) were paid to the related
parties.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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