GENESI S
In Good Health
Omega Diagnostics Group PLC
Annual Report and Accounts 2010
www.omegadiagnostics.com
Omega Diagnostics Ltd
Formed in 1987, ODL specialises  
in infectious diseases, particularly  
Syphilis, TB and Dengue Fever.
www.omegadiagnostics.com
Cambridge Nutritional Sciences Ltd 
Formed in 2001, CNS provides clinical  
analysis to the general public, clinics and  
health professionals as well as supplying  
the consumer Food Detective™ test.
www.cambridge-nutritional.com
Genesis Diagnostics Ltd
Formed in 1994, Genesis is one of the  
UK’s leading manufacturers of high quality  
ELISA based diagnostic kits. The Company 
specialises in the research, development  
and production of kits to aid the diagnosis  
of autoimmune and infectious diseases, and  
for the detection of immune reactions to food.
www.elisa.co.uk 
Omega Diagnostics Group PLC
Omega House
Hillfoots Business Village
Alva FK12 5DQ
Scotland
United Kingdom
Tel: +44 (0)1259 763030 
Fax: +44 (0)1259 761853
Email: odl@omegadiagnostics.co.uk
Omega Diagnostics Group PLC Annual Report and Accounts 2010 Overview 
1 The Highlights of 2010
2 Our Markets
9 Our Strategy
10 Chairman’s Statement
 
Business Review 
12 Chief Executive’s Review
16 Financial Review
18 Board of Directors
 
Governance 
20 Directors’ Report
22 Directors’ Remuneration Report
24 Corporate Governance Report
26 Statement of Directors’ Responsibilities
 
Audit Report 
27 Independent Auditor’s Report to the members 
 of Omega Diagnostics Group PLC
 
Financial Statements 
28 Consolidated Statement of Comprehensive Income
29 Consolidated Balance Sheet
30  Consolidated Statement of Changes in Equity
31 Consolidated Cash Flow Statement
32 Company Balance Sheet
33 Company Statement of Changes in Equity 
34 Company Cash Flow Statement
35 Notes to the Financial Statements
61 Notice of Annual General Meeting
63 Explanatory note to the Companies Act 2006
IBC Advisers
Omega Diagnostics 
Group PLC is an AIM-
quoted public company 
on the London Stock 
Exchange. Omega 
sells a wide range of 
products, primarily  
in the immunoassay,  
in-vitro diagnostics 
(IVD) market, through  
a strong distribution 
network in over 100 
countries.
Our business
Omega is one of the UK’s leading companies in the fast growing 
area of food intolerance testing and also specialises in tests for 
autoimmune diseases (including anaemia, connective tissue disease 
and renal disease), and infectious diseases (including Syphilis, TB, 
Dengue Fever, Chagas disease and Malaria). Omega has a strong 
distribution network, exporting to over 100 countries. 
Food intolerance P2
Food intolerance is an adverse reaction to some sort of food or 
ingredient that occurs every time the food is eaten, but particularly  
if larger quantities are consumed. Common offenders include milk 
products, wheat and other grains that contain gluten.
Autoimmune disease P4
Autoimmune diseases arise from an overactive immune response  
of the body against substances and tissues normally present in  
the body – i.e. the body attacks its own cells. 
Infectious disease P6
Infectious diseases are clinically evident diseases that result  
from the presence of infectious agents such as microbial agents, 
including viruses, bacteria, fungi, protozoa, multicellular parasites, 
and aberrant proteins known as prions. 
Advisers
Nominated Adviser and Broker
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London EC2R 7AS
Auditors
Ernst & Young LLP
Ten George Street
Edinburgh EH2 2DZ
Solicitors
Brodies LLP
15 Atholl Crescent
Edinburgh EH3 8HA
Share Registrar
Share Registrars Limited
Suite E
First Floor, 9 Lion and Lamb Yard
Farnham
Surrey GU9 7LL
PR
Walbrook PR Ltd
4 Lombard Street
London EC3V 9HD
Country of Incorporation 
Omega Diagnostics Group PLC
England & Wales
Registered No. 5017761 1
Overview Annual Report and Accounts 2010
www.omegadiagnostics.com
The Highlights of 2010
£5,438k
+ 14%
Reported revenue up 14%
Gross profits up 8%
Adjusted PBT* up 9%
Macroarray based Food Detective™ kit sales up over 150%
*  Adjusted PBT is derived by taking headline profit before tax of £210k (2009: £267k) and adding back IFRS-related net discount charges 
of £92k (2009: £16k), amortisation of intangible assets of £109k (2009: £99k), share-based payment charges of £178k (2009: £78k) and 
exceptional cost of nil (2009: £80k).
Sales  
+1 4 %
Gross Profit 
+8%
Gross Profit Margin 
58%
Adjusted PBT*
+9%
Total Revenue
10 £6,199k
09
08 £3,492k
10 £3,616k
09 £3,344k
08 £1,898k
10 58.3%
09 61.5%
08 54.4%
£589k
£540k
£82k
10
09
08 Overview Annual Report and Accounts 2010
www.omegadiagnostics.com 2
Our Markets
Sales
Food Intolerance
10 £2,965,000
09 £2,263,000
08 £964,000
Food 
intolerance
What is food intolerance?
Food intolerance is an adverse reaction to some sort of food or ingredient that  
occurs every time the food is eaten, but particularly if larger quantities are consumed.  
Common offenders include milk products, wheat and other grains that contain gluten.
 
Product information 
Tests patients for reactions to different foods. 
Total Sales
£2.96m
31 March 2010
Total Sales (% increase)
£2.26m
31 March 2009
+31%
Food intolerance
Infectious disease
Autoimmune disease
Other
% Group Sales
31 March 2010
29%
13%
10%
48% 3
Overview Annual Report and Accounts 2010
www.omegadiagnostics.com
Our Products Across the Globe
Global Reach
+31% Growth
• Spain • UK • Australia  
• Italy • France
 Allergy UK
“ It is estimated that  
up to 45% of the UK 
population has a food 
intolerance” Overview Annual Report and Accounts 2010
www.omegadiagnostics.com 4
Our Markets
Sales
Autoimmune Disease
10 £656,000
09 £627,000
08 £303,000
Autoimmune 
disease
What are autoimmune diseases?
Autoimmune diseases arise from an overactive immune response of the body against 
substances and tissues normally present in the body – i.e. the body attacks its own cells. 
 
Product information
Anaemia; Celiac Disease; Crohn’s Disease; Connective Tissue Diseases; Liver Disease; 
Microarterial Diseases; Thrombotic Disease; Thyroid Disease; Vasculitis; Renal Disease.
Total Sales
£0.66m
31 March 2010
£0.63m
31 March 2009
Total Sales (% increase)
+5%
Autoimmune disease
Food intolerance
Infectious disease
Other
% Group Sales
31 March 2010
48%
29%
13%
10% 5
Overview Annual Report and Accounts 2010
www.omegadiagnostics.com
Our Products Across the Globe
Global Reach
• Iran • Italy • UK 
• India • Australia
+5% Growth Overview Annual Report and Accounts 2010
www.omegadiagnostics.com 6
Our Markets
Sales
Infectious Diseases
10 £1,786,000
09 £1,832,000
08 £1,590,000
Infectious 
disease
What are infectious diseases?
Infectious diseases are clinically evident diseases that result from the presence of infectious 
agents such as microbial agents, including viruses, bacteria, fungi, protozoa, multicellular 
parasites, and aberrant proteins known as prions. 
 
Product information 
Brucellosis; Chagas Disease; Chlamydia; Dengue Virus; Hepatitis B; Herpes; Rotavirus; 
Staphylococcus; Streptococcal Disease; Syphilis; Tuberculosis and Typhoid. Gastritis and  
tests for Pseudomonas aeruginosa bacteria, significant in hospital acquired infections.
Total Sales
£1.79m
31 March 2010
£1.83m
31 March 2009
Total Sales (% decrease)
-2%
Infectious disease
Food intolerance
Autoimmune disease
Other
% Group Sales
31 March 2010
29%
13%
10%
48% 7
Overview Annual Report and Accounts 2010
www.omegadiagnostics.com
Our Products Across the Globe
Global Reach
• India • UK • Brazil 
• Australia • Iran
-2% Growth Overview Annual Report and Accounts 2010
www.omegadiagnostics.com 8
Our Markets
Cambridge Nutritional Sciences (CNS) Genesis
Distribution Network for Food Detective
8
Countries by 
2008
25
Countries by
2008
23
Countries by
2009
34
Countries by
2009
42
Countries by
2010
39
Countries by
2010
42
CNS have now sold into 42 countries
39
Genesis have now sold into 39 countries 9
Our Strategy
Overview Annual Report and Accounts 2010
www.omegadiagnostics.com
48%
Food intolerance 
10%
Autoimmune 
disease 
29%
Infectious disease 
13%
Other 
% Group Product Breakdown
Our Strategy for Growth
Strategy
Our global distribution network and increasing routes to market 
have been crucial to our success this year. We now have a 
significant presence in the food intolerance testing market  
but opportunities still exist for more expansion in this area and 
other high-growth niche markets such as IgE Allergy testing.
=
Strategy
Organic Growth
+
Acquisitions
Food intolerance
Infectious disease
Autoimmune disease
Other
48%
29%
13% 10%
% Group Sales
31 March 2010 Overview Annual Report and Accounts 2010
www.omegadiagnostics.com 10
Chairman’s Statement
Dear Shareholder
I am pleased to report the progress 
we have made throughout the Group, 
both in delivering organic growth from 
existing products and the completion 
of a small acquisition in the year.
Strategy
The Group has achieved another year of solid progress where  
the in-house strength of being able to build successful distribution 
relationships has led to further growth for key products. Food 
Detective™ has performed particularly strongly where its market 
positioning, focussed on the professional nutritionist market in  
the UK and abroad, has enabled growth into over 40 countries.  
The Genarrayt™ microarray assay system continues to offer 
laboratories superior performance over conventional microplate 
formats and is now being used in all five continental regions we 
report on. These two products were key in delivering growth 
following the acquisition of Genesis-CNS and it is pleasing to  
report their ongoing success. Future growth will also be dependent 
on our ability to use the microarray platform for tests other than for 
food intolerance, and our ability to identify and execute on other 
opportunities will be key to this.
We also successfully achieved the opportunistic acquisition of  
Co-Tek (South West) Ltd in September last year which, prior to  
its acquisition, was already a supplier to the Group through an 
intermediary company. Bringing Co-Tek into the fold has put  
us in a position of being able to supply part of the range of  
infectious disease products on a more competitive basis.
We are grateful for the support from existing and new shareholders in 
supporting the £1m fundraising for this transaction and we continue 
to review suitable acquisition opportunities in recognition of a need  
to transform ourselves if we are truly to deliver shareholder and 
stakeholder value and benefits.
Financial
Turnover for the Group increased to £6.2 million (2009: £5.4 million),  
up 14% over last year. We are pleased with the achievement of this 
result against an economic backdrop that has been challenging for 
many, and we will continue to ensure a wide geographic coverage  
for our products to mitigate this risk as far as possible.
The Group achieved an EBITDA of £698k (2009: £915k) before 
exceptional items and share-based payment charges. The relative 
strength of sterling against the US dollar compared to the previous year 
led to a turnaround in foreign exchange differences on trading activities 
of £122k, with a loss this year of £28k (2009: £94k gain). The remaining 
difference of £95k arises on the increase in gross profit of £272k being 
offset by increased investment in operational costs of £367k, driven 
largely by an increase in sales and marketing costs to support the 
increased sales growth I have referred to above.
We consistently report on adjusted profit before tax so shareholders 
can easily gauge our performance as compared to external market 
forecasts. The Group achieved an increase in adjusted profit before tax 
to £589k (2009: £540k). This figure is arrived at by taking headline profit 
before tax of £210k and adding back analyst-adjusted items including 
IFRS-related net discount charges of £92k, amortisation of intangible 
assets of £109k and share-based payment charges of £178k.
“ Turnover has continued its growth 
of recent years, climbing to £6.2 
million representing an increase  
of 14% over last year.”
David Evans
Non-executive Chairman 11
Overview Annual Report and Accounts 2010
www.omegadiagnostics.com
Net finance costs have reduced significantly to £97k (2009: £306k)  
for two reasons. Firstly, the benign environment for interest rates  
has seen the UK base rate at 0.50% throughout the year which  
has led to a reduction in net interest on borrowings and secondly,  
the strengthening of sterling against the US dollar has the opposite 
effect leading to translation gains on US dollar borrowings. 
Profit after tax amounted to £187k (2009: £221k) which resulted in 
earnings per share of 1.0p versus earnings per share of 1.4p in the 
previous year. 
Balance sheet
The Group has intangible assets of £5.2 million (2009: £4.9 million)  
at the year-end comprised of goodwill of £3.3 million and intangible 
assets of £1.8 million, separately identified in line with current IFRS. 
The Group performs annual impairment reviews under current 
accounting standards and is comfortable with the carrying value  
of its intangible assets given the growth and results for the year  
just ended.
Net debt (total borrowings less cash) reduced to £1.26 million from 
£1.64 million as the Group continues to generate cash in excess of 
servicing its borrowings.
Research and development
It is our aim to widen the use of our microarray platform into areas 
capable of delivering increased value, to mirror successes seen  
with the food intolerance assays, which will require an increase  
in production capacity. Last year we embarked upon a project  
to upgrade the method to manufacture array slides. This project  
had certain technical issues and, whilst progress was made,  
the equipment supplier was unable to resolve all the issues to our 
satisfaction and we took the difficult decision to terminate the project 
for our existing food intolerance assays. We have since sourced
increased capacity for the tried-and-tested method and are 
comfortable with the capacity now available for production needs. 
Future development needs can, to a large extent, be met from existing 
capacity. However, we believe that by working in conjunction with the 
supplier we can resolve the technical issues so that non-contact 
printing can be commissioned for future intended applications.
Board and employees
As announced during the year, Geoff Gower joined the Board on 
22 December 2009. Geoff joined the Group in May 2009 as the 
Managing Director of Genesis and CNS and his experience in 
operations and general management of diagnostics companies 
will no doubt be of benefit for our future aims.
I know the results achieved for the year don’t happen automatically 
and I would like to thank all employees for their hard work where,  
in the second half in particular, much effort was made in delivering 
results in line with expectations.
Outlook
Trading in the first three months of the year is in line with current 
management expectation.
We continue to review acquisition opportunities to transform the Group 
and whilst there can be no guarantee of completing any transaction,  
I hope to be able to update you with progress on this element of our 
strategy during this financial year. 
David Evans, CA
Non-executive Chairman
15 July 2010 12
Business Review Annual Report and Accounts 2010
www.omegadiagnostics.com
Chief Executive’s Review
Strategy update
Our global distribution network and increasing routes to market have  
been crucial to our success this year, despite some issues with the 
microarray production technology. We now have a significant presence  
in the food intolerance testing market but opportunities still exist for more 
expansion in this area. While we continue to see good organic growth 
with both the Genarrayt™ microarray and Food Detective™ macroarray 
technologies, organic growth alone is not sufficient to see the change  
that we all wish to see.
Acquisitive growth to ensure transformational change is key for the 
year ahead and we believe that good value propositions exist that  
can deliver growth. 13
Business Review Annual Report and Accounts 2010
www.omegadiagnostics.com
I am pleased to report that the Group has seen an increase in revenue 
for the year to £6.20 million, some 14% ahead of last year’s figures 
(2009: £5.44 million). Revenue increased in two of the three key areas  
of product application with the exception of infectious disease tests.
Infectious disease tests
Sales of infectious disease tests decreased to £1.79 million (2009: 
£1.83 million) for the year representing a decline of 2.0% which was 
due to lost tender business in a key market in the Middle East. The 
small acquisition of Co-Tek (South West) Ltd in late September 2009 
gave the Group a secure supply of low-cost bacterial diagnostic 
tests. Prior to the acquisition they had been exclusively supplying one 
of our competitors, who in turn had been supplying us. They, in turn, 
had been acquired by another competitor in a consolidation deal,  
so threatening our supply. Our ability to capture and control the 
supply chain, with decreased costs, has provided us with more 
competitive pricing for our international markets. We therefore  
expect better results in the year ahead as we access larger volume 
business with international tenders which traditionally have longer 
lead times. We have also seized the opportunity to conclude a 
long-term supply agreement with the former supplier which  
secures sales going forward.
Food intolerance
Food intolerance testing has seen a growth of 31% in the year 
resulting in sales of £2.96 million. (2009: £2.26 million).
For the Genarrayt™ laboratory system and on-going reagent sales, 
we have seen growth in sales to £1.04 million (2009: £0.72 million). 
This growth has been achieved by the installation of 15 new systems 
into a further eight territories as well as increasing the number of 
installed systems in countries already active with Genarrayt™.  
This now brings the total number of installed systems up to 57  
since launch. Sales of Genarrayt™ food intolerance systems  
reached £212k (2009: £146k) with sales of reagent kits reaching 
£828k (2009: £574k). 
As with the Genarrayt™ system, the Food Detective™ test for food 
intolerance has seen sales rise to £790k (2009: £314k) with sales  
into many new countries around the world. The number of countries 
where we have now sold product has increased to 46 (2009: 18), 
resulting in an increase in volumes of approximately 150% to 
34,241 kits (2009: 13,392). Additional distributors from other 
countries are in discussion and product registration has recently 
been achieved in Brazil, one of the Group’s largest single markets 
and a key strategic market going forward. Registration in China  
is proceeding but the timescale for completion is somewhat 
indeterminate given the complex regulatory environment existing  
in that country. 
The UK market has also seen a doubling in sales to £216k  
(2009: £104k) following a promotional campaign and by opening up 
sales to professional re-sellers. In addition, the testing services for 
food intolerance and other related tests have shown an increase in 
business to £371k (2009: £314k) and further development of this  
side of the business is anticipated.
“ We have continued to increase 
sales of key products, particularly 
in food intolerance testing, through 
further expansion of our global 
distribution network and we are 
going to build upon this success  
by the introduction of new 
products in high-value markets.”
Andrew Shepherd
Chief Executive 14
Business Review Annual Report and Accounts 2010
www.omegadiagnostics.com
Chief Executive’s Review
(continued)
Autoimmune tests
Sales of autoimmune tests increased by 5% to £660k (2009: £630k) 
with growth restrained by the fact that the tests are manual assays 
without a dedicated equipment platform. In a market that is 
increasingly becoming controlled by ‘closed systems’, i.e. tests that 
can only be used on dedicated equipment, we do not see this area 
as a source for major growth in the future although some work has 
been done on adapting several of the tests to be able to work on 
other companies ‘open systems’, i.e. equipment that will allow the  
use of any manufacturer’s test kits.
While the application of the Genarrayt™ microarray technology to 
autoimmune disease testing had been considered, better prospects 
for the application of this technology have emerged (see Research 
and development).
Distribution network
The Group’s strength in distribution has seen it record growth in all 
geographic regions into which it sells. Apart from South and Central 
America, all other regions showed double-digit growth in percentage 
terms, growth which we expect to continue as we see a further roll 
out of Genarrayt™ systems and increased sales traction of Food 
Detective™ with existing distributors.
One area of business under development is the partnership with 
regional affiliated laboratories who offer food intolerance tests under 
the CNS name using the Genarrayt™ assay system and FoodPrint™ 
results trademark. This allows local provision of food intolerance  
tests in countries where, until recently, customers had to send their 
samples either to Europe or the US at great expense and with a long 
time delay. This aspect of market expansion is starting to take hold  
in the Middle East and we plan to extend this side of the business  
to other geographical areas throughout the year.
Research and development
In early 2009 we invested in a high throughput, non-contact 
microarray printer to handle the expected increase in Genarrayt™ 
business. Unfortunately, several technical issues prevented the 
equipment coming into routine production and the supplier was 
unable to resolve them to our satisfaction. In December 2009 we 
made the decision to retain the previous contact printing method 
whilst trying to resolve the outstanding technical issues with the  
new equipment. Although slightly less efficient than the non-contact 
printer, this meant we could continue production and supply of 
Genarrayt™ kits. By the end of March 2010, it was clear that the 
issues could not be resolved to our satisfaction and the decision  
was taken to remain with the established method for producing food 
intolerance arrays. In order to increase capacity of the array slides  
we have invested in additional contact printers which have also 
improved our yield. We are confident that future anticipated growth  
of Genarrayt™ products will be unaffected by the decision to stay 
with the contact printing method for the immediate future and 
manufacturing capacity is now secured for next year.
During the year most of the R&D resource was allocated to production 
and product support duties so the ability to develop new products was 
reduced. However, with resolution to production capacity issues we 
expect to be able to spend more time developing additional products 
on the Genarrayt™ microarray platform. We aim to deliver new variants 
of the IgG Genarrayt™ food intolerance assay to be able to compete 
better with our competitors and these will also include food additives 
which, until now, have not been included on the array. Several projects 
for new product development have been initiated which we expect to 
positively impact in the new financial year. 15
Business Review Annual Report and Accounts 2010
www.omegadiagnostics.com
The IgE Allergy testing market has been identified as a high-value 
niche market for application of the Genarrayt™ microarray 
technology. This will require the development of a ‘closed system’ 
which fully automates the test procedure and opportunities for 
collaboration with instrumentation companies are being explored. 
Adaptation of existing testing platforms for the arrays will mean 
reduced time to market, less development risk and cost. Work  
was completed on a Chinese variant of the Food Detective™ 
macroarray test and an Indian variant is planned for the near  
future which we expect to launch following the completion of  
product registration formalities.
Outlook
The outlook for the new financial year is encouraging and we 
continue to review promising opportunities, both organic and 
acquisitive. The market for the Group’s products continues to  
expand despite local difficulties in some eurozone countries.  
The major growth in the world IVD market, in particular, in  
countries such as India, China and Brazil, should compensate  
for any reduction in sales in problematic markets, which is one  
of the key strengths of the Group’s global distribution network. 
Andrew Shepherd
Chief Executive
15 July 2010
“ We aim to deliver new variants  
of the IgG Genarrayt™ food 
intolerance assay to be able  
to compete better with our 
competitors and these will also 
include food additives which,  
until now, had not been included  
on the array.”
Omega still believes that viable 
acquisition opportunities exist 
and we are still pursuing this 
strategy in order to build  
critical mass and increase 
shareholder value. 16
Business Review Annual Report and Accounts 2010
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Financial Review
The Group has achieved 14% 
growth in sales for the year with  
a particularly strong performance  
in the second half. 
The Group has reported an adjusted profit before tax of £589,511 
(2009: £540,439). The Group reports on adjusted profit before tax 
(excluding IFRS-related items of share-based payment charges, 
amortisation of intangible assets and discount charges) to provide  
a better understanding of the results of our normal trading activities 
compared to external research forecasts. 
Trading activities
Revenue
Revenue for the year was £6,198,742 representing an increase of 14% 
over the previous year (2009: £5,438,313) and includes growth in all 
five major continental regions. In particular, the growth of Genarrayt™ 
systems and Food Detective™ kits for food intolerance has 
underpinned much of this.
Gross profit
Gross profit for the year was £3,616,220 (2009: £3,344,264) resulting 
in a gross margin percentage of 58.3%% (2009: 61.5%). As explained 
at the time of the interim results, some suppliers have increased 
costs due to the economic environment but internally, the Group  
has also increased operational headcount to cope with increased 
demand. The margin has been maintained during the second half 
of the year where the Group sold more Genarrayt™ systems than  
it originally expected and, whilst these provide a useful source of 
revenue, they are sold at lower margins. The substantial growth in 
Food Detective™ volumes has also driven revenue growth but the 
mix between these sales and those from the laboratory services 
division is weighted towards a lower margin than otherwise would  
be the case.
Administration costs
Administration costs, excluding exceptional costs, have increased  
by £382,686 to £2,508,608 (2009: £2,125,922). A relatively small 
foreign exchange loss on trading activities in the year of £28,146 
(2009: £94,652 gain) represents an increased charge of £122,798 
over the previous year. Share-based payments charges have 
increased by £100,427 representing the larger one-year vesting 
period for options granted in December 2008 that falls within the 
current year. Other administrative increases of £159,461 reflect 
increased headcount, general increases to salaries across the  
Group and the acquisition of the Co-Tek business during the year.
There were no exceptional costs during the year (2009: £80,301) 
as there were in the previous year relating to an aborted acquisition 
opportunity. Costs of £80,978 related to the acquisition of Co-Tek 
were treated as an acquisition cost in line with IFRS 3 Business 
Combinations. It should be noted that this Standard has since  
been revised so that future acquisition costs will be accounted  
for through the statement of comprehensive income.
Selling and marketing
The increase in expenditure of £235,009 reflects the investment in 
sales and marketing targeted activities including the appointment of 
two senior positions to support the expanded distribution network. 
Research and development
Included within administration costs is expenditure on research 
and development activities which in the year amounted to £209,747 
(2009: £226,068). It was disappointing to terminate the project to 
upgrade the manufacturing procedure for printing Genarrayt™ 
array slides, but we have taken steps to ensure sufficient production 
and development capacity exists with the proven contact printing 
method. The technical issues encountered with the intended upgrade 
to non-contact printing meant reduced resources being allocated  
to other product development activities. Nevertheless, progress has 
been achieved towards providing alternative versions of the Food 
Detective™ kit, tailored for specific diets in other parts of the world.
Operating profit
The Group generated an operating profit of £307,480 (2009: 
£572,968) and the reasons for the reduction in this measure are 
highlighted above under Administration costs and Selling and 
marketing costs.
Profit before tax
The profit before tax was £210,008 (2009: £266,893). However,  
as highlighted in the Chairman’s Statement, the Group also reports 
adjusted profit before tax to provide shareholders with the measure 
of profit for a better comparison with external market forecasts. The 
adjusted profit before tax for the year was £589,511 (2009: £540,439) 
after adding back share-based payment charges of £178,375 (2009: 
£77,948), intangible asset amortisation of £108,750 (2009: £98,750), 
IFRS-related discount factors of £92,378 (2009: £16,547) and 
exceptional costs of £nil (2009: £80,301). 17
Business Review Annual Report and Accounts 2010
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Finance costs reduced significantly in the year to £97,909 (2009: 
£312,232) with the reduction principally being due to lower interest 
charges where the UK base rate has remained at 0.5% throughout 
the year and a currency gain of £41,978 (2009: £188,295 loss) on  
US dollar borrowings due to the relative strengthening of sterling 
against the US dollar.
Taxation
There is a tax charge of £22,909 (2009: £45,852) in the year, 
comprising a charge for current tax of £33,177 (2009: £51,160) and  
a deferred tax credit of £10,268 (2009: £5,308 credit) equating to an 
effective tax rate of 10.9% (2009: 17.2%). Prior year adjustments to 
the tax charge arise when there are differences between estimated 
figures chargeable to tax and final tax computations.
Earnings per share
There was a basic earnings per share (EPS) after exceptional costs  
of 1.0p (2009: 1.4p) reflecting the higher average number of shares  
in issue throughout the year. Basic EPS before exceptional costs  
was 1.0p (2008: 2.0p).
Acquisitions
Acquisition of Co-Tek (South West) Limited
On 28 September 2009, the Group completed the acquisition of 
Co-Tek, a company supplying bacterial infection tests, for a cash 
consideration of £400,000 plus related acquisition costs of £80,978. 
There was a small cash balance of £1,554 in Co-Tek at completion 
giving a net cash outlay of £479,424.
Deferred consideration payments
On 10 March 2010, the Company made a final payment of £101,275 in 
settlement of the agreed earn-out targets in respect of the acquisition 
of Genesis and CNS. This sum, together with the net outlay on the 
acquisition of Co-Tek has been included on the consolidated cash  
flow statement under outflow on acquisition of subsidiary.
Treasury operations
Currency management
The Group conducts its operations in three main currencies being 
sterling, euros and US dollars. In the case of transactions in euros  
and US dollars, the Group may be exposed to fluctuations in the  
rates of exchange against sterling. Where possible, the Group  
operates a natural hedge by entering into transactions of both a  
buying and selling nature that limits the risk of adverse exchange rate 
losses. The Company continues to hold a portion of its borrowings  
in US dollars where this loan can be serviced from a net surplus  
of US dollars generated from its trading activities. The relative 
strengthening of sterling against the US dollar throughout the  
year has given rise to a foreign exchange translation gain of £41,978  
on these borrowings (2009: £188,295 loss). In part, this has been  
offset by the loss of £28,146 (2009: £94,652 gain) referred to above 
under Administrations costs.
Interest rate management
Following conversion of a part of the sterling loan into US dollars, 
the Group limited its exposure to interest rate fluctuations by 
entering into certain derivative financial instruments. In the case  
of the remaining sterling loan, the Group entered into an agreement  
with Bank of Scotland whereby the base rate element of the interest 
charge has been capped at 5.5% for the entire remaining term. 
In the case of the US dollar loan, the Group entered into two 
agreements with Bank of Scotland, one to cap the interest rate 
based on US Libor at 5% and one to operate a floor rate on US 
Libor of 2.25%. Under IFRS, these derivative financial instruments 
are required to be disclosed at their fair values as either assets  
or liabilities and there has been a fair value adjustment gain  
through the income statement of £2,580 (2009: £9,871 charge). 
Accordingly, at the balance sheet date, the Group had assets of 
derivative financial instruments of £196 (2009: £599) and liabilities  
of derivative financial instruments of £7,717 (2009: £10,700).
Financing
The Group successfully raised £1 million of new equity in September 
2009 to fund the acquisition of Co-Tek and to provide additional 
working capital. The issue was oversubscribed which provided the 
opportunity for Dr Mike Walker, the vendor of Genesis and CNS,  
to have his shares placed with new institutional shareholders. After 
expenses incurred with the share issue of £80,807 the net funds 
raised amounted to £919,193.
Cash flow
Net cash inflow for the year was £66,246 (2009: £100,043) which 
meant that at the year end, the Group had cash and cash equivalents 
of £678,800 (2009: £612,554). Cash generated from operations of 
£212,283 (2009: £668,276) is lower than last year due mainly to the 
record high sales figure achieved in March 2010. As such, the reported 
increase in trade receivables has reversed itself following the end of the 
year as cash has been collected.
Capital management
The Group funds its operations with a mixture of short and long term 
borrowings or equity as appropriate with a view to maximising returns 
for shareholders whilst safeguarding the ability to continue to operate 
as a going concern. Acquisition payments and financing have been 
referred to in the Cash flow section so that in total, the Group’s net 
debt position has decreased to £1,258,375 (2009: £1,635,013). The 
Group monitors its net debt position on a regular basis and produces 
an annual budget to help ensure it has adequate facilities with 
appropriate maturity profiles for its operational needs.
Capital expenditure
The Group incurred £90,665 (2009: £134,433) on plant and machinery 
fixed assets. Most of the expenditure was incurred at Genesis where  
all the laboratories underwent a refurbishment and an extension to the 
kitting facility was built. 
Kieron Harbinson
Group Finance Director
15 July 2010 18
Business Review Annual Report and Accounts 2010
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Board of Directors
David Evans, CA
Non-executive Chairman
Aged 50, David Evans has considerable 
experience within the diagnostics industry. 
As Financial Director he was a key member  
of the team that floated Shield Diagnostics 
Limited in 1993. He became Chief Executive 
Officer responsible for the merger of  
Shield Diagnostics Group plc with Axis 
Biochemicals ASA of Norway in 1999  
to create Axis-Shield plc. In addition to  
his role as Non-executive Chairman of  
Omega, he is Non-executive Chairman of 
Immunodiagnostic Systems Holdings plc 
and Epistem Holdings Plc, which are both 
AIM-quoted medical groups operating in 
different industrial areas from Omega.
Andrew Shepherd, BSc. (Hons)
Chief Executive
Aged 54, Andrew Shepherd is the Founder 
and Managing Director of Omega Diagnostics 
Limited. He has been involved in the medical 
diagnostics industry for the last 35 years.
He started his career in 1974 by holding 
technical positions at G.D. Searle Limited and 
subsequently attended university, graduating  
with a Bachelor of Science in biology.  
He then moved into a sales and marketing 
position at Cambridge Life Sciences plc in 
1981, before establishing his first diagnostics 
company, Cambridge Biomedical Limited, 
in 1982. In 1986 he moved to Scotland to  
join Bioscot Limited and, shortly afterwards, 
established Omega. Mr Shepherd used his 
technical experience and knowledge of 
exporting to oversee the growth of the export 
of Omega products to in excess of £2 million 
per annum. Omega now exports to over 100 
countries around the world, and he travels 
regularly to many of the countries in which 
Omega customers are based.
Mr Shepherd was also recently a member 
of the Bill and Melinda Gates Foundation’s 
(BMGF) Global Health Diagnostics Forum,  
which provided guidance to BMGF in 
advising on technology and future 
investments in worldwide diagnostics 
programmes for developing countries. 
The Forum published a number of scientific 
papers in a Nature magazine supplement 
in November 2006 (www.nature.com/
diagnostics). 
Kieron Harbinson, FCCA
Finance Director
Aged 45, Kieron Harbinson joined Omega 
in August 2002 as Finance Director. 
He is responsible for finance, information 
technology, human resources and operations 
planning. Mr Harbinson joined Scotia Holdings 
PLC in 1984. He qualified as an accountant in 
1991, and became a Fellow of the Association 
of Chartered Certified Accountants in 1997 . He 
remained with the company for approximately 
14 years, during which time he held various 
roles including Group Financial Controller and 
Chief Accountant. These roles enabled him  
to acquire a broad range of knowledge in  
a high-growth technology company, plus 
experience in corporate acquisitions, disposals 
and intellectual property matters. In addition 
he gained experience in various debt  
and equity transactions, and was involved 
in raising over £100 million for the company. 
He was also head of Tax and Treasury, 
responsible for a treasury programme 
of cash investments of over £50 million  
and management of currency exposures.
Mr Harbinson then joined Kymata Limited, 
a start-up optoelectronics company, as 
Finance Director. Over a period of 18 months, 
he was involved in raising approximately 
US$85 million of venture capital funding. He 
was responsible for implementing financial 
controls and accounting systems, and by the 
time he left in 2000 the company had grown 
to over 200 employees. The company was 
sold in 2001 to Alcatel for €134 million. 19
Business Review Annual Report and Accounts 2010
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Michael Gurner, FCA
Non-executive Director
Aged 65, Michael Gurner led the flotation of 
the Company on AIM as Chairman and Chief 
Executive. He reviewed numerous potential 
acquisition candidates before the Company 
entered into the acquisition agreement with 
Omega Diagnostics Limited.
He qualified as a Chartered Accountant 
in 1967, before embarking on a career in 
merchant banking with Keyser Ullmann, 
including M&A activities with the Ryan 
Group of Companies and holding senior 
management positions, including Managing 
Director of a fully listed company, Continuous 
Stationery plc, an acquisitive business forms 
manufacturer between 1986 and 1991. 
During this time, he was responsible for 
acquisitions, including Prontaprint, the 
photographic print retail chain, and led the 
turnaround of its performance in the ensuing 
18 months.
Thereafter Mr Gurner focused on turning 
around under-performing and ailing 
businesses, in association with Postern 
Executive Group Limited (‘Postern’), a leading 
UK turnaround specialist which provided 
management teams for troubled companies. 
At Postern’s request, he joined the board of 
several companies which were successfully 
turned around. 
Geoff Gower, BSc. (Hons)
Managing Director 
Genesis Diagnostics Ltd 
Cambridge Nutritional Sciences Ltd
Aged 54, Geoff Gower joined Genesis and 
CNS as Managing Director in May 2009. 
He is responsible for the performance and 
development of both Companies. Mr Gower 
has been involved in the medical diagnostics 
industry since 1983.
His career in science started at Unilever 
Research in 1974 where he stayed for 
nine years and at the same time obtained 
a Bachelor of Science in Applied Biology. 
In 1983 he joined Seward Laboratory and 
held senior production positions before 
joining IQ (Bio) as Production Manager in 
1985. Mr Gower has since held positions 
as Operations Director, Country Manager, 
General Manager and Managing Director 
whilst working for Novo Nordisk, Dako and 
Oxoid. In 2008 he established his own 
consultancy company, Camsensia Ltd.
Mr Gower has a wealth of experience in 
operations and, more recently, in commercial 
and business development during his time at 
Dako and Oxoid. This included responsibility 
for the relocation and design of a new 
manufacturing facility for Novo Nordisk 
Diagnostics in 1990 totalling 4,270m².  
He was intimately involved in the growth  
of Dako’s microbiology business and its 
subsequent sale to Oxoid in 2006.  20
Governance Annual Report and Accounts 2010
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Directors’ Report Registered No. 5017761
The Directors present their Annual Report and Group financial statements for the year ended 31 March 2010.
Principal activities
The principal activity of the Company is as a holding company. The principal activity of the Group is the manufacture, development and 
distribution of medical diagnostic products.
Results and dividends
The result for the year is a profit of £187,099 (2009: profit of £221,041) which has been taken to reserves. The Directors do not propose  
to pay a dividend. The results are discussed in more detail in the Chairman’s Statement on pages 10 to 11 and the Financial Review on 
pages 16 to 17.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own 
income statement in these financial statements. The Company profit for the year ended 31 March 2010 is £212,537 (2009: loss of £33,739).
Business review and future development
A review of business and future development is discussed in more detail in the Chairman’s Statement, Chief Executive’s Review and 
Financial Review commencing on pages 10, 12 and 16 respectively. Key performance indicators are disclosed on page 3. Other KPIs  
with comparatives are discussed in the aforementioned reports.
Research and development
Research and development activity has decreased in the year. Details of research and development activity are contained in the Chairman’s 
Statement, Chief Executive’s Review and Financial Review on pages 10 to 17. Costs in the year amounted to £209,747 (2009: £226,068).
Directors
The names of the Directors who have served the Company throughout the year are:
David Evans 
Michael Gurner
Kieron Harbinson 
Andrew Shepherd 
Geoff Gower (appointed 22 December 2009)
Biographies of all Directors still serving at the year-end are on pages 18 and 19.
Directors’ interests
The beneficial interests of Directors who have served throughout the year are listed in the Directors’ Remuneration Report on pages 22  
and 23. There are no non-beneficial interests held by Directors. There have been no changes to any Director’s interests in the shares of  
the Company between 31 March 2010 and the date of this report. 
Major interests in shares
As at 22 June 2010, the Company had been notified that the following shareholders held more than 3% of the Company’s issued ordinary 
share capital:
      Number of 4p 
     Ordinary shares Percentage
Brewin Dolphin Securities     3,737,479 18.11%
Octopus Investments     3,700,220 17.93%
Williams de Broe     2,760,534 13.38%
Legal & General Investment Management    2,050,000 9.94%
Andrew Shepherd     1,319,830 6.40%
Bluehone Aim VCT2 plc     1,000,000 4.85%
Supplier payment policy
It is the Company’s policy to agree the terms of payment with its suppliers, to ensure its suppliers are made aware of those terms and to pay 
in accordance with them.
Trade creditors of the Company at 31 March 2010 were equivalent to 61 days (2009: 66 days) based on the average daily amount invoiced 
by suppliers during the year. 21
Governance Annual Report and Accounts 2010
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Employees
The Company encourages communication with its employees and favours an environment where staff can put forward their ideas, suggestions 
and concerns on any matter that involves them. The Company gives full and fair consideration to applications for employment made by disabled 
people, having regard to their particular aptitudes and abilities. Where an employee becomes disabled in the course of their employment, where 
possible, arrangements will be made for appropriate retraining to match their abilities with their duties.
Principal risks and uncertainties
The Board meets regularly to review operations and to discuss risk areas. The Corporate Governance Report contains details of the Group’s 
system of internal control. Note 23 to the accounts contains details of financial risks faced by the Group.
The Board is also aware of non-financial risk areas including:
General economic conditions
The Group may be faced with changes in the general economic climate in each territory in which it operates that may adversely affect the 
financial performance of the Group. Factors which may contribute include the level of direct and indirect competition against the Group, 
industrial disruption, rate of growth of the Group’s sectors and interest rates. The Group seeks to mitigate this risk by conducting operations 
on a broad geographic basis and by introducing new technologies to remain innovative.
Regulatory risk
The manufacturing, marketing and use of the Group’s products are subject to regulation by government and regulatory agencies in many 
countries. Of particular importance is the requirement to obtain and maintain approval for a product from the applicable regulatory agencies 
to enable the Group’s products to be marketed. Approvals can require clinical evaluation of data relating to safety, quality and efficacy of  
a product. The Group seeks to mitigate regulatory risk by conducting its operations within recognised quality assurance systems and 
undergoes external assessment to ensure compliance with these systems.
Acquisition risk
The success of the Group depends upon the ability of the Directors to assimilate and integrate the operations, personnel, technologies and 
products of acquired companies. The Group seeks to mitigate this risk by selecting companies which meet certain selection criteria and by 
conducting a detailed due diligence review.
Donations
The Company made no charitable donations in the year (2009: £130) nor any political donations (2009: £nil).
Auditors
The auditors, Ernst & Young LLP, have indicated their willingness to continue in office and a resolution for their reappointment will be 
proposed at the forthcoming Annual General Meeting.
Directors’ statement as to disclosure of information to auditors
The Directors who were members of the Board at the time of approving the Directors’ Report are listed on page 20. Having made enquiries  
of fellow Directors and of the Company’s auditors, each of these Directors confirms that:
to the best of each Director’s knowledge and belief, there is no information (that is, information needed by the Group’s auditors in •	
connection with preparing their report) of which the Company’s auditors are unaware; and
each Director has taken all the steps a director might reasonably be expected to have taken to be aware of relevant audit information  •	
and to establish that the Company’s auditors are aware of that information.
By order of the Board
Kieron Harbinson
Company Secretary
15 July 2010 22
Governance Annual Report and Accounts 2010
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Directors’ Remuneration Report
As an AIM-quoted Company, the Group is not required to produce a remuneration report that satisfies all the requirements of the Companies 
Act. However, the directors are committed to providing information on an open basis and present their Remuneration Report as follows:
Remuneration Committee
The Remuneration Committee is comprised of Michael Gurner, as Chairman, and David Evans. The committee meets as and when required 
to determine and agree with the Board the policy for the remuneration of the Company’s Chief Executive, Chairman, Executive Directors 
and the Company Secretary. The objective of this policy shall be to ensure that members of the executive management of the Company 
are provided with appropriate incentives to encourage enhanced performance and are, in a fair and reasonable manner, rewarded for 
their individual contributions to the success of the Company. No Director or manager shall be involved in any decisions as to their 
own remuneration.
Remuneration policy
The Company’s policy is that the remuneration arrangements, including pensions, for subsequent financial years should be sufficiently 
competitive to attract, retain and motivate high quality executives capable of achieving the Company’s objectives, thereby enhancing 
shareholder value.
Incentive schemes/share option schemes
Geoff Gower was issued with an option over 20,000 ordinary shares of the Company under the Company’s EMI Share Option Scheme  
on 5 May 2009 which was prior to his appointment as an Executive Director on 22 December 2009.
Directors’ service contracts
Andrew Shepherd entered into a service contract with the Company on 23 August 2006, under which he was appointed as Chief Executive 
on an annual salary of £85,000. His salary was increased to £131,250 per annum from 1 April 2009. The agreement will continue until 
terminated by either party giving to the other not less than twelve months’ notice in writing.
Kieron Harbinson entered into a service contract with the Company on 23 August 2006, under which he was appointed as Finance Director 
and Company Secretary on an annual salary of £72,500. His salary was increased to £94,500 per annum from 1 April 2009. The agreement 
will continue until terminated by either party giving to the other not less than three months’ notice in writing.
David Evans was appointed a Non-executive Director of the Company on 19 September 2006 and, was entitled to an annual fee of £25,000 
from 1 April 2008. The agreement will continue until terminated by either party giving to the other not less than one month’s notice in writing.
Michael Gurner was appointed a Non-executive Director of the Company on 19 September 2006 and he was entitled to an annual fee of 
£15,000. This fee was increased to £20,000 per annum from 1 January 2009. The agreement will continue until terminated by either party 
giving to the other not less than one month’s notice in writing.
Michael Walker was appointed a Non-executive Director of the Company on 3 September 2007 and was entitled to an annual fee of 
£15,000. He resigned as a Director on 11 November 2008.
Geoff Gower entered into a service contract with the Company on 22 December 2009, under which he was appointed as an Executive 
Director on an annual salary of £80,000. The agreement will continue until terminated by either party giving to the other not less than  
three months’ notice in writing. 
Andrew Shepherd and Kieron Harbinson received bonuses within the year of £19,688 and £14,175 respectively. These were non-contractual 
and calculated at 15% of their basic annual salaries on the successful acquisition of Co-Tek (South West ) Ltd.
Directors’ emoluments
  Fees/basic  Benefits Total Total 
  salary Bonuses in kind 2010 2009 
Consolidated  £ £ £ £ £
Executive
Andrew Shepherd  131,250 19,688 – 150,938 125,000
Kieron Harbinson  94,500 14,175 – 108,675 90,000
Geoff Gower (appointed 22 December 2009) 22,285 – – 22,285 –
Non-executive
David Evans  25,000 – – 25,000 25,000
Michael Gurner  20,000 – – 20,000 16,250
Michael Walker  – – – – 9,212 23
Governance Annual Report and Accounts 2010
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The amounts paid in the year towards Directors’ pension contributions were as follows:
Directors’ pension contributions
     2010 2009 
     £ £
Andrew Shepherd     6,562 8,375
Kieron Harbinson     4,500 5,083
Geoff Gower     1,783 –
Directors’ interests in the 4p ordinary shares of Omega Diagnostics Group PLC
    
     31 March 2010 31 March 2009
David Evans     110,000 110,000
Michael Gurner     121,671 101,671
Kieron Harbinson     58,317 58,317
Andrew Shepherd     1,319,830 1,319,830
Geoff Gower     20,000 –
The Directors have no interest in the shares of subsidiary companies.
Directors’ share options      
   
 At Granted Lapsed Exercised At   Earliest  
 1 April during during during 31 March Option Date of exercise Expiry 
 2009 the year the year the year 2010 price grant date date
David Evans 390,822 – – – 390,822 19p 10/12/2008 10/12/2009 10/12/2018
Andrew Shepherd 703,480 – – – 703,480 19p 10/12/2008 10/12/2009 10/12/2018
Kieron Harbinson 468,987 – – – 468,987 19p 10/12/2008 10/12/2009 10/12/2018
Geoff Gower – 20,000 – – 20,000 19p 5/5/2009 5/5/2010 5/5/2019
David Evans was issued with an option under the Unapproved Option Scheme and Andrew Shepherd, Kieron Harbinson and Geoff Gower 
were issued with options under the Company’s EMI Option Scheme. 
The share price at 31 March 2010 was 28.5p. The highest and lowest share price during the year was 36.5p and 17p respectively.
          
Under the terms of a warrant, Michael Gurner was entitled to subscribe for 45,835 ordinary shares of 4p each between 1 April 2008 and  
19 September 2009 at an exercise price of 80p per share. The warrant lapsed on 19 September 2009.
Approved by the Board
Michael Gurner
Non-executive Director
15 July 2010 24
Governance Annual Report and Accounts 2010
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Corporate Governance Report
As an AIM-quoted Company, the Group is not required to produce a corporate governance report that satisfies all the requirements of the 
Combined Code. However, the directors are committed to providing information on an open basis and present their Corporate Governance 
Report as follows:
The Board of Directors
The Board currently comprises: one Non-executive Chairman; one Non-executive Director; and three Executive Directors, who are the  
Chief Executive, the Finance Director and the Managing Director of Genesis Diagnostics Ltd and Cambridge Nutritional Sciences Ltd. 
David Evans, Non-executive Chairman and Michael Gurner, Non-executive Director are considered by the Board to be independent in 
character and judgement. Michael Gurner is the senior independent Non-executive Director. The Board meets at regular intervals and  
is responsible for setting corporate strategy, approving the annual budget, reviewing financial performance, agreeing the renewal of and  
any new banking/treasury facilities and approving major items of capital expenditure. The Board is provided with appropriate information  
in advance of Board meetings to enable it to discharge its duties effectively. During the financial year, the Board met on fifteen occasions. 
David Evans attended thirteen out of the fifteen meetings. Michael Gurner attended fourteen of the fifteen meetings. Andrew Shepherd  
and Kieron Harbinson attended all fifteen meetings. Geoff Gower, who was appointed on 22 December 2009, attended both meetings 
which he was entitled to attend.
The Chairman has additional Non-executive Directorships of the following companies:
BGenuine Tech KK
Epistem Holdings Plc
Immunodiagnostic Systems Holdings plc
Marine Biotech Limited
Momentum Bioscience Limited
Onyx Scientific Limited
Quotient Diagnostics Limited
Scancell Holdings plc
Scipac Limited
The Audit Committee
The Audit Committee has met on two occasions during the year and once since the year-end. The Committee is comprised of David Evans, 
as Chairman, and Michael Gurner and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial 
performance of the Company is properly measured and reported on, and for reviewing reports from the Company’s auditors relating to the 
Company’s accounting and internal controls, in all cases having due regard to the interests of shareholders. The Committee shall also review 
preliminary results announcements, summary financial statements, significant financial returns to regulators and any financial information 
contained in certain other documents, such as announcements of a price-sensitive nature.
The Committee considers and makes recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, 
in relation to the appointment, reappointment and removal of the Company’s external auditors. The Committee also oversees the relationship 
with the external auditors including approval of remuneration levels, approval of terms of engagement and assessment of their independence 
and objectivity. In so doing, they take into account relevant UK professional and regulatory requirements and the relationship with the 
auditors as a whole, including the provision of any non-audit services. Ernst & Young LLP have been auditors to Omega Diagnostics Limited 
(‘ODL ’) since 2000 and were appointed as Auditors to the Company following completion of the reverse takeover of ODL in September 2006.
The Committee has reviewed the effectiveness of the Company’s system of internal controls and has considered the need for an internal 
audit function. At this stage of the Company’s size and development, the Committee has decided that an internal audit function is not 
required, as the Company’s internal controls system in place is appropriate for its size. The Committee will review this position on an  
annual basis.
The Committee also reviews the Company’s arrangements for its employees raising concerns, in confidence, about possible wrongdoing  
in financial reporting or other matters. The Committee ensures that such arrangements allow for independent investigation and follow-up action.
The Remuneration Committee
The Remuneration Committee has met on one occasion during the year. The Committee is comprised of Michael Gurner, as Chairman, and 
David Evans and has primary responsibility for determining and agreeing with the Board the remuneration of the Company’s Chief Executive, 
the Executive Directors, the Company Secretary and such other members of the Executive management as it is designated to consider.  
The remuneration of the Non-executive Directors shall be a matter for the Chairman and the Executive Directors of the Board. No Director  
or manager shall be involved in any decisions regarding their own remuneration.  25
Governance Annual Report and Accounts 2010
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Internal control
The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness throughout the year. Such a system 
can only provide reasonable assurance against misstatement or loss.
The Board monitors financial controls through the setting and approval of an annual budget and the regular review of monthly management 
accounts. Management accounts contain a number of indicators that are designed to reduce the possibility of misstatement in financial 
statements.
Where the management of operational risk requires outside advice, this is sought from expert consultants, and the Company receives this  
in the areas of employment law and health and safety management.
The Company is compliant with industry standard quality assurance measures and undergoes regular external audits to ensure that 
accreditation is maintained.
Communication with shareholders
The Board recognises the importance of communication with its shareholders. The Company maintains informative websites for Genesis, 
ODL and CNS containing information likely to be of interest to existing and new investors. In addition, the Company retains the services of 
financial PR consultants, providing an additional contact point for investors. The Board encourages shareholder participation at its Annual 
General Meeting, where shareholders can be updated on the Company’s activities and plans.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the 
Business Review, which runs from page 12 to page 17 . The financial position of the Group, its cash flows, liquidity position and borrowing 
facilities are described in the Financial Review on pages 16 to 17 . In addition, note 23 to the financial statements include the Group’s objectives, 
policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging 
activities; and its exposures to credit risk and liquidity risk. The Group has adequate financial resources together with long-term relationships 
with a number of customers and suppliers across different geographic areas and industries.
As a consequence, the Directors believe that the Group is well-placed to manage its business risks successfully despite the current 
uncertain economic outlook. 
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 of accounting in preparing the annual financial statements.
By order of the Board
Kieron Harbinson
Company Secretary
15 July 2010 26
Governance Annual Report and Accounts 2010
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Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Group and Company financial statements in accordance with 
applicable United Kingdom law and those International Financial Reporting Standards as adopted by the European Union.
The Directors are required to prepare Group and Company financial statements for each financial year. Under Company Law, the Directors 
must not approve the financial statements unless they are satisfied that they present fairly the financial position of the Group and Company 
and the financial performance and cash flows of the Group and Company for that period. In preparing those Group and Company financial 
statements, the Directors are required to:
 select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then •	
apply them consistently;
 present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; •	
 provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the •	
impact of particular transactions, other events and conditions on the Group’s financial position and financial performance;
 state that the Group and Company has complied with IFRSs, subject to any material departures disclosed and explained in the financial •	
statements; and
make judgments and estimates that are reasonable and prudent. •	
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and 
disclose, with reasonable accuracy at any time, the financial position of the Group and Company and enable them to ensure that the Group 
and Company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding assets of the Group 
and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 27
Audit Report Annual Report and Accounts 2010
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Independent Auditor’s Report
to the members of Omega Diagnostics Group PLC
We have audited the financial statements of Omega Diagnostics Group PLC for the year ended 31 March 2010 which comprise the 
Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, 
Consolidated Cash Flow Statement, Company Balance Sheet, Company Statement of Changes in Equity, Company Cash Flow Statement 
and the related notes 1 to 23. The financial reporting framework that has been applied in their preparation is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.  
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in  
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone 
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities on page 26, the directors are responsible for the preparation of  
the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements  
in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with  
the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance 
that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of whether 
the accounting policies are appropriate to the Group’s and the parent company’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the 
financial statements.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as at 31 March 2010 and of •	
the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as •	
adopted by the European Union; 
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and •	
as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. •	
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent 
with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from •	
branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or •	
certain disclosures of Directors’ remuneration specified by law are not made; or •	
we have not received all the information and explanations we require for our audit. •	
Mark William Harvey (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Edinburgh
15 July 2010 28
Financial Statements Annual Report and Accounts 2010
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Consolidated Statement of Comprehensive Income
for the year ended 31 March 2010
     2010 2009 
     Total Total 
    Note £ £
Continuing operations
Revenue    7 6,198,742 5,438,313
Cost of sales     (2,582,522) (2,094,049)
Gross profit     3,616,220 3,344,264
Administration costs     (2,508,608) (2,125,922)
Selling and marketing costs     (800,632) (565,623)
Other income – government grants  
and related assistance     500 550
Exceptional administration costs    19 – (80,301)
Operating profit    7 307,480 572,968
Finance costs    5 (97,909) (312,232)
Finance income – interest receivable    7 437 6,157
Profit before taxation     210,008 266,893
Tax charge    6 (22,909) (45,852)
Profit for the year/Total comprehensive income    187,099 221,041
Earnings Per Share (EPS)    22
Basic EPS on profit for the year  
– before exceptional items     1.0p 2.0p
– after exceptional items     1.0p 1.4p
Diluted EPS on profit for the year 
– before exceptional items     1.0p 2.0p
– after exceptional items     1.0p 1.4p 29
Financial Statements Annual Report and Accounts 2010
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Consolidated Balance Sheet
as at 31 March 2010
 
     2010 2009 
    Note £ £
ASSETS
Non-current assets
Intangibles    9 5,159,774 4,879,700
Property, plant and equipment    10 672,903 639,446
Deferred taxation    15 96,074 107,530
Derivative financial instruments    23 196 599
      5,928,947 5,627,275
Current assets
Inventories    11 814,344 762,380
Trade and other receivables    12 1,682,263 1,254,963
Income tax receivable     45,527 4,055
Cash and cash equivalents     678,800 612,554
      3,220,934 2,633,952
Total assets     9,149,881 8,261,227
EQUITY AND LIABILITIES
Equity
Issued capital     5,930,962 5,011,769
Retained earnings     (281,074) (646,548)
Total equity     5,649,888 4,365,221
Liabilities
Non-current liabilities
Long-term borrowings    13 1,593,491 1,875,263
Deferred taxation    15 583,249 575,065
Derivative financial instruments    23 7,717 10,700
Total non-current liabilities     2,184,457 2,461,028
Current liabilities
Short-term borrowings    13 343,685 372,304
Other financial liabilities    20 – 131,580
Trade and other payables    14 862,878 871,725
Income tax payable     108,973 59,369
Total current liabilities     1,315,536 1,434,978
Total liabilities     3,499,993 3,896,006
Total equity and liabilities     9,149,881 8,261,227
David Evans   Kieron Harbinson
Non-executive Chairman  Finance Director
15 July 2010   15 July 2010 30
Financial Statements Annual Report and Accounts 2010
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Consolidated Statement of Changes in Equity
for the year ended 31 March 2010
   Share Share Retained 
   capital premium earnings Total 
  Note £ £ £ £
Balance at 31 March 2008   1,331,957 3,074,041 (945,537) 3,460,461
Issue of share capital for non-cash consideration  30,289 575,482 – 605,771
Profit for the year ended 31 March 2009   – – 221,041 221,041
Share-based payments   – – 77,948 77,948
Balance at 31 March 2009   1,362,246 3,649,523 (646,548) 4,365,221
Issue of share capital for cash consideration  200,000 800,000 – 1,000,000
Expenses in connection with share issue   – (80,807) – (80,807)
Profit for the year ended 31 March 2010   – – 187,099 187,099
Share-based payments   – – 178,375 178,375
Balance at 31 March 2010   1,562,246 4,368,716 (281,074) 5,649,888  31
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Consolidated Cash Flow Statement
for the year ended 31 March 2010
     
     2010 2009 
    Note £ £
Cash flows generated from operations
Profit for the year     187,099 221,041
Adjustments for:
Taxation     22,909 45,852
Finance costs     97,909 312,232
Finance income     (437) (6,157)
Operating profit before working capital movement    307,480 572,968
Increase in trade and other receivables     (360,405) (169,672)
Increase in inventories     (48,964) (135,343)
(Decrease)/increase in trade and other payables    (24,926) 205,913
Loss/(gain) on sale of property, plant and equipment    1,873 (350)
Depreciation    10 102,925 85,484
Amortisation of intangible assets    9 108,750 98,750
Share-based payments     178,375 77,948
Taxation paid     (52,825) (67,422)
Net cash flow from operating activities    212,283 668,276
Investing activities
Finance income     437 6,157
Purchase of property, plant and equipment    (90,485) (26,933)
Sale of property, plant and equipment     2,540 2,500
Outflow on acquisition of subsidiaries    8 (580,699) (167,471)
Net cash used in investing activities     (668,207) (185,747)
Financing activities
Finance costs     (42,010) (67,603)
Proceeds from issue of share capital     919,193 –
Loan repayments     (273,283) (264,259)
Finance lease repayments     (81,730) (50,624)
Net cash from/(used in) financing activities    522,170 (382,486)
Net increase in cash and cash equivalents    66,246 100,043
Cash and cash equivalents at beginning of year    612,554 512,511
Cash and cash equivalents at end of year    678,800 612,554 32
Financial Statements Annual Report and Accounts 2010
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Company Balance Sheet
as at 31 March 2010
     
     2010 2009 
    Note £ £
ASSETS
Non-current assets
Investments    21 8,113,040 7,676,225
Deferred taxation    15 – 16,214
Derivative financial instruments    23 196 599
      8,113,236 7,693,038
Current assets
Trade and other receivables    12 1,377,997 786,271
Cash and cash equivalents     12,214 114,866
      1,390,211 901,137
Total assets     9,503,447 8,594,175
EQUITY AND LIABILITIES
Equity
Issued capital     6,920,637 6,001,444
Retained earnings     253,745 (137,167)
Total equity     7,174,382 5,864,277
Liabilities
Non-current liabilities
Long-term borrowings    13 1,520,100 1,738,941
Derivative financial instruments    23 7,717 10,700
Total non-current liabilities     1,527,817 1,749,641
Current liabilities
Short-term borrowings    13 280,890 290,710
Other financial liabilities    20 – 131,580
Trade and other payables    14 439,165 556,478
Income tax payable     81,193 1,489
Total current liabilities     801,248 980,257
Total liabilities     2,329,065 2,729,898
Total equity and liabilities     9,503,447 8,594,175
David Evans   Kieron Harbinson
Non-executive Chairman  Finance Director
15 July 2010   15 July 2010 33
Financial Statements Annual Report and Accounts 2010
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Company Statement of Changes in Equity
for the year ended 31 March 2010
   Share Share Retained 
   capital premium earnings Total 
   £ £ £ £
Balance at 31 March 2008   1,704,239 3,691,434 (181,376) 5,214,297
Issue of share capital for non-cash consideration  30,289 575,482 – 605,771
Profit for the year ended 31 March 2009   – – (33,739) (33,739)
Share-based payments   – – 77,948 77,948
Balance at 31 March 2009   1,734,528 4,266,916 (137,167) 5,864,277
Issue of share capital for cash consideration  200,000 800,000 – 1,000,000
Expenses in connection with share issue   – (80,807) – (80,807)
Profit for the year ended 31 March 2010   – – 212,537 212,537
Share-based payments   – – 178,375 178,375
Balance at 31 March 2010   1,934,528 4,986,109 253,745 7,174,382 34
Financial Statements Annual Report and Accounts 2010
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Company Cash Flow Statement
for the year ended 31 March 2010
     
     2010 2009 
     £ £
Cash flows generated from operations
Profit/(loss) for the year     212,537 (33,739)
Adjustments for:
Taxation     95,918 5,228
Finance costs     84,426 300,944
Finance income     (132) (838)
Operating profit before working capital movement    392,749 271,595
Increase in trade and other receivables     (591,726) (36,849)
(Decrease)/increase in trade and other payables    (117,312) 212,516
Share-based payments     178,375 77,948
Net cash flow from operating activities    (137,914) 525,210
Investing activities
Finance income     132 838
Outflow on acquisition of subsidiaries     (582,253) (167,471)
Net cash used in investing activities     (582,121) (166,633)
Financing activities
Finance costs     (28,527) (56,314)
Proceeds from issue of share capital     919,193 –
Loan repayments     (273,283) (264,259)
Net cash from/(used in) financing activities    617,383 (320,573)
Net (decrease)/increase in cash and cash equivalents    (102,652) 38,004
Cash and cash equivalents at beginning of year    114,866 76,862
Cash and cash equivalents at end of year    12,214 114,866 35
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
for the year ended 31 March 2010
1 AUTHORISATION OF FINANCIAL STATEMENTS
The financial statements of Omega Diagnostics Group PLC for the year ended 31 March 2010 were authorised for issue by the Board  
of Directors on 15 July 2010, and the balance sheets were signed on the Board’s behalf by David Evans and Kieron Harbinson. Omega 
Diagnostics Group PLC is a Public Limited Company incorporated in England. The Company’s ordinary shares are traded on the 
AIM Market.
2 STATEMENT OF COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (‘IFRS’)
The financial statements have been prepared in accordance with IFRS, as adopted by the European Union, as they apply to the financial 
statements of the Group and Company for the year ended 31 March 2010 respectively.
3 SIGNIFICANT ACCOUNTING POLICIES 
Basis of preparation
The accounting policies which follow set out those policies which have been applied consistently to all periods presented in these financial 
statements. These financial statements are presented in sterling.
Changes in accounting policy
The accounting policies adopted are consistent with those of the previous financial year except for IAS 1 (Revised) where the Consolidated 
Statement of Recognised Income and Expense has been replaced with the Consolidated Statement of Comprehensive Income. The revised 
standard requires this statement to present all items of recognised income and expense, either in one single statement, or in two linked 
statements. The Group has elected to present one statement.
Basis of consolidation
The Group financial statements consolidate the financial statements of Omega Diagnostics Group PLC and the entities it controls (its 
subsidiaries). Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its 
activities and is achieved through direct or indirect ownership of voting rights. Subsidiaries are consolidated from the date of acquisition, 
being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial 
statements of the subsidiaries used in the preparation of the consolidated financial statements are based on consistent accounting policies. 
All inter-company balances and transactions, including unrealised profits arising from them, are eliminated. 
Use of estimates and judgements
The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application 
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
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 and in any future periods affected.
The significant areas of estimation and uncertainty and critical judgements in applying the accounting policies that have the most significant 
effect on the amounts recognised in the financial information are discussed below. Further judgements, assumptions and estimates are set 
out in the Group financial statements.
Valuation of intangible assets
Management judgement is required to estimate the useful lives of intangible assets having reference to future economic benefits expected  
to be derived from use of the asset. Economic benefits are based on the fair values of estimated future cash flows.
Impairment of goodwill
Goodwill is tested annually for impairment. The test considers future cash flow projections of cash generating units that give rise to the 
goodwill. Where the discounted cash flows are less than the carrying value of goodwill, an impairment charge is recognised for the 
difference. Further analysis of the estimates and judgements are disclosed in Note 9.
Deferred tax assets
Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and 
level of future taxable profits together with an assessment of the effect of future tax planning strategies. The carrying value of the deferred 
tax asset at 31 March 2010 is £96,074 (2009: £107,530). Further details are contained in Note 15.
Earn-out valuation
Management judgement is required to determine the financial liability to be recognised in respect of the earn-out. Management bases their 
estimation on the sales levels expected over the relevant period on historic data, current market conditions and the likelihood of future budgets 
being achieved. At 31 March 2010 the Genesis Earn-out had a carrying value of £nil (2009: £131,580) having been paid out in full in March 2010. 
As the earn-out was based on 7% of sales of certain products, the earn-out amount varied due to the level of sales achieved. 36
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
3 SIGNIFICANT ACCOUNTING POLICIES (continued)
Presentation currency and foreign currencies
The financial statements are presented in UK pounds sterling. Transactions in currencies other than sterling are recorded at the prevailing 
rate of exchange at the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign 
currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities that are denominated in 
foreign currencies are translated at the rates prevailing at the date of the transaction. Gains and losses arising on retranslation are included  
in the net profit or loss for the year.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and net of discounts and sales-related taxes. Sales of 
goods are recognised when the significant risks and rewards of ownership are transferred to the customer. This will be when goods have 
been dispatched and the collection of the related receivable is reasonably assured. Revenue relates to the sale of medical diagnostic kits.
Goodwill
Business combinations are accounted for under IFRS 3 using the purchase method. Any excess of the cost of the business combination 
over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet  
as goodwill and is not amortised.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for 
impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired.
For the purpose of impairment testing, goodwill is allocated to the related cash generating units monitored by management, usually at 
business segment level or statutory company level as the case may be. Where the recoverable amount of the cash-generating unit is  
less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement.
Intangible assets
Intangible assets acquired as part of a business combination are recognised outside goodwill if the asset is separable or arises from 
contractual or other legal rights and its fair value can be measured reliably. Following initial recognition at fair value at the acquisition 
date, the historic cost model is applied, with intangible assets being carried at cost less accumulated amortisation and accumulated 
impairment losses. Intangible assets with a finite life have no residual value and are amortised on a straight line basis over the expected 
useful lives, with charges included in administration costs, as follows:
Technology assets  – 20 years
Customer relationship  –  5 years
The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value 
may not be recoverable.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation  
is charged so as to write off the cost of assets to their estimated residual values over their estimated useful lives, on a straight line basis 
as follows:
Leasehold improvements – 10 years, straight line with no residual value
Plant and machinery – 8-10 years, straight line with no residual value
Motor vehicles – 5 years, straight line with no residual value
The carrying values of property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate the 
carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful lives are reviewed annually  
and where adjustments are required, these are made prospectively.
Impairment of assets
The Group and Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such 
indication exists, the Group and Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the 
higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use, and is determined for an individual asset, unless 
the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying 
amount of an asset exceeds its recoverable amount, the asset is considered to be impaired and is written down to its recoverable amount.  
In assessing value in use, the estimated future cash flows are discounted to their net present value, using a pre-tax discount rate that reflects 
current market assessments of the time value of money and the risks specific to that asset. Impairment losses on continuing operations are 
recognised in the income statement in those expense categories consistent with the function of the impaired asset. 37
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3 SIGNIFICANT ACCOUNTING POLICIES (continued)
Government grants
Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met, 
usually on submission of a valid claim for payment. Government grants in respect of capital expenditure are credited to a deferred income 
account and are released to the income statement over the expected useful lives of the relevant assets by equal annual instalments.
Borrowing costs
Borrowing costs are recognised in the income statement in the period in which they are incurred, except in the case of arrangement  
fees for long-term borrowings, where the fee is amortised to the income statement using the effective interest rate method.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is defined as standard cost or purchase price and includes all direct 
costs incurred in bringing each product to its present location and condition. Net realisable value is based on estimated selling price less any 
further costs expected to be incurred prior to completion and disposal. 
Leasing and hire purchase commitments
Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter 
of their lease period and useful life. The corresponding lease or hire purchase obligation is capitalised in the balance sheet as a liability.  
The interest element of the rental obligation is charged to the income statement over the period of the lease and represents a constant 
proportion of the balance of capital repayments outstanding.
Rentals applicable to operating leases, where substantially all the benefits and risks remain with the lessor, are charged against profits  
on a straight line basis over the period of the lease.
Research and development costs
Expenditure on research, which is incurred up to the point of manufacturing validation, is written off as incurred. Thereafter, expenditure  
on product development which meets certain criteria is capitalised and amortised over its useful life. The manufacturing validation stage  
is when it is probable that the product will generate future economic benefits, and the following criteria have been met: technical feasibility; 
intention and ability to sell the product; availability of resources to complete the development of the product; and the ability to measure  
the expenditure attributable to the product. The useful life of the intangible asset is determined on a product by product basis, taking  
into consideration a number of factors. Development costs previously recognised as an expense are not recognised as an asset in a 
subsequent period.
Exceptional items
The group presents as exceptional items on the face of the income statement, those material items of income and expense which, because 
of the nature and expected infrequency of the events giving rise to them, merit special presentation to allow shareholders to understand 
better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in 
financial performance.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity  
of three months or less.
Trade receivables
Trade receivables are recognised and carried at the lower of original invoice amount and recoverable amount. A provision for doubtful 
amounts is made when there is objective evidence that collection of the full amount is no longer probable. Balances are written off when  
the probability of recovery is assessed as remote. Payment terms vary from payment in advance to 90 days.
Share-based payments
Equity-settled transactions
For equity-settled transactions, the group measures the award by reference to the fair value at the date at which they are granted and it  
is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to  
the award. Fair value is determined using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any 
service and performance (vesting conditions), other than conditions linked to the price of the shares of the Company (market conditions).  
Any other conditions which are required to be met in order for an employee to become fully entitled to an award are considered to be 
non-vesting conditions. Like market performance conditions, non-vesting conditions are taken into account in determining grant date fair 
value. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or 
non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided 
that all other performance conditions are satisfied. 38
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
3 SIGNIFICANT ACCOUNTING POLICIES (continued)
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period  
has expired and management’s best estimate of the achievement or otherwise of vesting conditions and of the number of equity instruments 
that will ultimately vest or, in the case of an instrument subject to a market or non-vesting condition, be treated as vesting as described 
above. This includes any award where non-vesting conditions within the control of the Group or the employee are not met. The movement  
in cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost 
based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over  
the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value  
of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised  
if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in  
the income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation  
or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the income statement.
Pension contributions
Contributions to personal pension plans of employees on a defined contribution basis are charged to the income statement in the year  
in which they are payable.
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based  
on tax rates and laws that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying 
amounts in the financial statements, with the following exceptions:
where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business •	
combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing  •	
of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the 
foreseeable future; and
deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the •	
deductible temporary differences, carried forward tax credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the 
related asset is realised or the liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Income tax and deferred tax is charged or credited in other comprehensive income or directly to equity if it relates to items that are credited 
or charged in other comprehensive income or directly to equity. Otherwise, income tax and deferred tax is recognised in profit or loss.
Financial instruments
Financial assets, liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  
An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Trade receivables do not carry any interest and are stated at their fair value as reduced by appropriate allowances for estimated irrecoverable 
amounts. Trade payables are not interest-bearing and are stated at their fair value.
Interest-bearing loans and overdrafts are recorded at the proceeds received, less any repayments. Accrued interest is presented as part  
of the loans and overdrafts balances.
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing 
liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and recognition  
of the new liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised.
Financial liabilities have been recognised at the present value of the consideration expected to be payable by discounting the  
expected future cash flows at prevailing interest rates. At initial recognition, the quantum of liability to be recognised will depend upon 
management’s expectation, at that date, of the amount that would ultimately be payable. Where there is a change to the expectation  
of an amount of deferred financial liability, the change is reflected through the income statement. Any changes to contingent financial 
liabilities are reflected through goodwill. 39
Financial Statements Annual Report and Accounts 2010
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3 SIGNIFICANT ACCOUNTING POLICIES (continued)
The Group uses derivative financial instruments to reduce its exposure to fluctuations in interest rates, both in sterling and US dollars.  
The Group does not hold or issue derivatives for speculative or trading purposes. Derivative financial instruments are recognised as assets 
and liabilities measured at their fair values at the balance sheet date. The fair value of interest rate contracts is determined by reference to 
market values for similar instruments that have similar maturities. Changes in fair value are recognised in the income statement included in 
finance costs, due to the fact that hedge accounting has not been applied. Under IAS 39, these derivatives are classified as financial assets 
and liabilities at fair value through profit and loss. 
Financial assets and liabilities that are held for trading and other assets and liabilities designated as such on inception are included in this 
category. Financial assets and liabilities are classified as held for trading if they are acquired for sale in the short-term. Derivatives are also 
classified as held for trading unless they are designated as hedge instruments. Assets are carried in the balance sheet at fair value with  
gains or losses recognised in the income statement.
Company’s investments in subsidiaries 
The Company recognises its investments in subsidiaries at cost. The carrying value of investments is reviewed for impairment whenever 
events or changes in circumstances indicate the carrying value may not be recoverable.
New standards and interpretations not applied
IASB and IFRIC have issued the following standards and interpretations.
International Accounting Standards (IAS/IFRS’s)     Effective date*
IFRS 1 First Time Adoption of International Reporting Standards    1 July 2009
IFRS 1 Amendments to IFRS 1 – Additional Exemptions for First-Time Adopters   1 January 2010
IFRS 1 Amendments to IFRS 1 – Limited Exemption from Comparative IFRS 7 disclosures   1 July 2010
IFRS 2 Amendments to IFRS 2 – Group Cash-settled Share-based Payment Transactions   1 January 2010
IFRS 3 Business Combinations (revised January 2008)    1 July 2009
IFRS 9 Financial Instruments: Classification & Measurement    1 January 2013
IAS 24 Related Party Disclosures (revised)     1 January 2011
IAS 27 Consolidated and separate financial statements (revised January 2008)   1 July 2009
IAS 32 Amendment to IAS 32: Classification of Rights Issues    1 February 2010
IAS 39 Eligible Hedged Items      1 July 2009
  Improvements to IFRS (issued April 2009)     Various dates
  Improvements to IFRS (issued May 2010)     Various dates
International Financial Reporting Interpretations Committee (IFRIC)     Effective date*
IFRIC 14 Amendment: Prepayments of a Minimum Funding Requirement   1 January 2011
IFRIC 17 Distributions of Non-Cash Assets to Owners    1 July 2009
IFRIC 18 Transfer of Assets from Customers     1 July 2009
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments    1 July 2010
* The effective dates stated here are those given in the original IASB/IFRIC standards and interpretations. As the Group prepares its financial 
statements in accordance with IFRS as adopted by the European Union (EU), the application of new standards and interpretations will be 
subject to their having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in an 
effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group’s 
discretion to adopt standards early.
The Group has not adopted IFRS 3 (revised) early and so will apply it prospectively to all business combinations on or after 1 April 2010. Whilst it 
is not possible to estimate the outcome of adoption, the key features of revised IFRS 3 include a requirement for acquisition-related costs to be 
expensed and not included in the purchase price; and for contingent consideration to be recognised at fair value on the acquisition date (with 
subsequent changes recognised in the income statement and not as a change to goodwill).
The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group’s financial 
statements in the period of initial application. 40
Financial Statements Annual Report and Accounts 2010
www.omegadiagnostics.com
Notes to the Financial Statements
(continued)
4 SEGMENT INFORMATION
The Group’s activities are in one business segment: diagnostic testing kits which the directors consider to be its one operating segment. 
There are no other significant classes of business, either singularly or in aggregate. Accordingly, the Group’s segment reporting is by 
business segment. This structure has been adopted as it is consistent with the Group’s internal organisational and management structure, 
and with its system of internal financial reporting to the chief operating decision maker (CODM), the purposes of evaluating performance,  
and making decisions about future allocations of resources. 
     2010 2009 
     £ £
Segment revenues     6,198,742 5,438,313
Segment result – adjusted profit before tax    589,511 540,439
Adjusted PBT is derived by taking headline profit before tax of £210k (2009: £267k) and adding back IFRS-related net discount charges 
of £92k (2009: £16k), amortisation of intangible assets of £109k (2009: £99k), share-based payment charges of £178k (2009: £78k) and 
exceptional cost of nil (2009: £80k).
There are no unallocated expenses.
     2010 2009 
     £ £
Assets and liabilities
Segment assets     8,329,285 7,519,584
Unallocated assets     820,596 741,643
Total assets     9,149,881 8,261,227
Segment liabilities     862,878 871,725
Unallocated liabilities     2,637,115 3,024,281
Total liabilities     3,499,993 3,896,006
Other segment information
Segment capital expenditure     90,485 134,433
Segment depreciation     102,925 85,484
Segment amortisation of intangibles     108,750 98,750
Segment impairment of trade receivables     525 455
Segment share-based payments     178,375 77,948
Geographical information
The Group’s geographical information is based on the location of its markets and customers. Sales to external customers disclosed in the 
geographical information are based on the geographical location of its customers. The analysis of segment assets and capital expenditure 
is based on the geographical location of the assets. 
     2010 2009 
     £ £
Revenues
UK     861,249 534,157
Eurozone     1,953,229 1,952,073
Other Europe     211,271 197,065
North America     307,007 217,156
South/Central America     327,577 302,162
Asia and Far East     1,365,977 1,212,651
Africa and Middle East     1,172,432 1,023,049
      6,198,742 5,438,313 41
Financial Statements Annual Report and Accounts 2010
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4 SEGMENT INFORMATION (continued)
     2010 2009 
     £ £
Assets
UK     8,329,285 7,519,584
Unallocated assets     820,596 741,643
Total assets     9,149,881 8,261,227
Liabilities
UK     862,878 871,725
Unallocated liabilities     2,637,115 3,024,281
Total liabilities     3,499,993 3,896,006
Capital expenditure
UK     90,485 134,433
Unallocated assets comprise cash, income tax receivable and deferred taxation, derivative financial instruments and professional fees 
incurred in respect of potential acquisitions. Unallocated liabilities comprise interest-bearing loans, borrowings, other financial liabilities, 
derivative financial instruments, deferred taxation, income tax payable.
Information about major customers
No single customer accounts for 10% or more of group revenues.
5 FINANCE COSTS
     2010 2009 
Consolidated     £ £
Interest payable on loans and bank overdrafts    35,396 96,120
Exchange difference on loans     (41,978) 188,295
Unwinding of discounts     31,131 64,583
Fair value adjustment to acquisition     63,826 (57,907)
Fair value adjustment to financial derivatives    (2,580) 9,871
Finance leases     12,114 11,270
      97,909 312,232
6 TAXATION
     2010 2009 
Consolidated     £ £
(a) Income tax expense
Current tax – current year     81,193 59,274
Current tax – prior year adjustment     (48,016) (8,114)
Deferred tax – current year     9,899 19,293
Deferred tax – prior year adjustment     (20,167) (24,601)
Tax charge for the year     22,909 45,852 42
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
6 TAXATION (continued)
     2010 2009 
Consolidated     £ £
(b) Reconciliation of total tax charge
Factors affecting the tax charge for the year:
Profit before tax     210,008 266,893
Effective rate of taxation     28% 28%
Profit before tax multiplied by the effective rate of tax    58,802 74,730
Effects of:
Expenses not deductible for tax purposes and permanent differences   50,570 55,495
Transfers from previously unrecognised deferred tax asset    25,767 (16,214)
Research and development tax credits     (44,047) (35,444)
Tax over-provided in prior years     (68,183) (32,715)
Tax charge for the year     22,909 45,852
7 REVENUE AND EXPENSES
     2010 2009 
Consolidated     £ £
Revenues
Revenue – sales of goods     6,198,742 5,438,313
Finance income     437 6,157
Total revenue     6,199,179 5,444,470
No revenue was derived from exchange of goods or services in either of the two years.
     2010 2009 
Consolidated     £ £
Operating profit is stated after charging/(crediting)
Depreciation     102,925 85,484
Amortisation of intangibles     108,750 98,750
Net foreign exchange losses/(gains)     28,146 (94,652)
Research and development costs     209,747 226,068
Impairment of trade receivables     525 455
Operating lease rentals     175,242 174,556
Share-based payments     178,375 77,948
Auditors’ remuneration
– Fees payable to the company’s auditors for the audit of the annual accounts   16,000 15,000
– Fees payable to the company’s auditors for other services 
– Taxation     17,050 20,950
– Local statutory audit of subsidiaries     20,000 17,500
– Local statutory audit of the parent company    3,000 2,500
– All other services     11,500 7,500
All research and development costs were charged directly to administration costs in the income statement. 43
Financial Statements Annual Report and Accounts 2010
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7 REVENUE AND EXPENSES (continued)
Staff costs
The average monthly number of employees (including Directors) was:
     2010 2009 
Consolidated     number number
Operations     43 35
Management and administration     21 21
Employee numbers     64 56
Their aggregate remuneration comprised:
     2010 2009 
     £ £
Wages and salaries     1,751,650 1,423,073
Social security costs     168,722 140,265
Pension costs     40,962 45,355
Share-based payments     178,375 77,948
      2,139,709 1,686,641
Equity-settled share-based payments
Consolidated and Company
The share-based payment plans are described below. 
EMI Option Scheme and Unapproved Option Scheme:
The plans are equity-settled plans and the fair value is measured at the grant date. Under the above plans, share options are granted to
Directors and employees of the Company. The exercise price of the option is equal to the market price of the shares on the date of grant.
The options vest one year after the date of grant and are not subject to any performance criteria.
The fair value of the options is estimated at the grant date using the Black-Scholes pricing model taking into account the terms and
conditions upon which the instruments were granted.
The contractual life of each option granted is ten years and there is no cash settlement alternative.
Second Unapproved Option Scheme (SUOS)
The plan is an equity-settled plan and the fair value is measured at the grant date. Under the above plan, share options may be granted to 
third parties for provision of services to the company. The exercise price of the option is equal to the market price of the shares on the date 
of grant. The options vest three years after the date of grant and are not subject to any performance criteria.
The fair value of the options is estimated at the grant date using the Black-Scholes pricing model taking into account the terms and 
conditions upon which the instruments were granted.
The contractual life of each option granted is ten years and there is no cash settlement alternative.
Under the EMI Option Scheme 35,000 options lapsed during the year and a further 35,000 were granted. Under the SUOS, 70,000 options 
were granted in the year.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:
   2010 2010 2009 2009 
   No. WAEP No. WAEP
Outstanding 1 April   1,833,289 19.00p – –
Granted during the year under the EMI Option Scheme  35,000  20.29p  1,833,289  19.00p
Granted during the year under the SUOS   70,000 28.00p – –
Exercised during the year   – – – –
Lapsed during the year under the EMI Option Scheme  (35,000) 19.00p – –
Outstanding at 31 March    1,903,289  –  1,833,289  –
Exercisable at 31 March     1,798,289  19.00p – – 44
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
7 REVENUE AND EXPENSES (continued)
The following table lists the inputs to the model used for the year ended 31 March 2010 and 31 March 2009:
 EMI Option Scheme and  
 Unapproved Option Scheme 
|||||
 SUOS
   2010 2009 2010 2009
Dividend yield   0% 0% 0% –
Expected Volatility   115% 84% 115% –
Risk-free interest rate   2% 2% 2% –
Weighted average remaining contractual life  8.7  9.7  9.7 –
Weighted average share price   19p 19p 28p –
Exercise price   19p 19p 28p –
Model used   Black-Scholes Black-Scholes Black-Scholes Black-Scholes
The expected life of the options is based on management’s assumption of the options’ life due to the lack of any historical data on the 
exercise period of these options. The assumption takes into account the experience of employees and directors and is not necessarily 
indicative of exercise patterns that may occur.
The expected volatility reflects the assumption that historical volatility over a period similar to the life of the option is indicative of future trends, 
which may not necessarily be the actual outcome. 
Directors’ remuneration
     2010 2009 
Consolidated     £ £
Fees     45,000 50,462
Emoluments     281,898 215,000
      326,898 265,462
Contributions to personal pension     12,845 13,458
      339,743 278,920
Members of a defined contribution pension scheme at the year end:   3 2
     2010 2009 
Company     £ £
Fees     45,000 50,462
Emoluments     281,898 215,000
      326,898 265,462
Information in respect of individual director’s emoluments is provided in the Directors’ Remuneration Report on pages 22 and 23. 45
Financial Statements Annual Report and Accounts 2010
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8 ACQUISITION OF SUBSIDIARIES
On 28 September 2009, the Group acquired 100% of the voting shares of Co-Tek (South West) Ltd, an unlisted company in Devon, UK. 
Co-Tek is a manufacturer of stained bacterial suspensions for the diagnosis of bacterial diseases including Typhoid, Brucellosis and Rickettsia. 
The acquisition was accounted for using the purchase method of accounting and the consolidated financial statements includes the results 
for the six-month period from acquisition date. There was no trading in the two days between the acquisition date and 30 September 2009. 
The fair values of the identifiable assets and liabilities of Co-Tek as at the date of acquisition were:
    Co-Tek Fair value 
    book value adjustments Total 
    £ £ £
     
Intangible assets    – 100,000 100,000
Property, plant and equipment    50,310 – 50,310
Inventories    3,000 – 3,000
Trade and other receivables    66,895 – 66,895
Cash and cash equivalents    1,554 – 1,554
Trade and other payables    (16,079) – (16,079)
Income tax payable    (27,780) – (27,780)
Deferred tax liability    (1,908) (28,000) (29,908)
Net assets    75,992 72,000 147,992
Goodwill on acquisition      332,986
       480,978
Fair value of consideration      400,000
Acquisition costs      80,978
       480,978
     
Cost of the acquisition     
The total acquisition cost of £480,978 for Co-Tek comprised a cash payment of £400,000 and acquisition costs amounting to £80,978.
Funding
To fund the cost of the acquisition, the Group raised £1,000,000 (before expenses of £80,807) via the placing of 5,000,000 new ordinary 
shares at a price of 20p per share. 
Cash outflow on acquisition
     2010 2009 
     £ £
Net cash acquired with Co-Tek     1,554 –
Acquisition costs     (80,978) –
Cash paid     (400,000) –
Deferred cash payment     – (61,634)
Contingent consideration payments     (101,275) (105,837)
Net cash outflow     (580,699) (167,471) 46
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
8 ACQUISITION OF SUBSIDIARIES (continued)
Goodwill
The acquisition of Co-Tek resulted in goodwill of £332,986. This goodwill represents the advantages and synergies which are expected  
to be derived from combining the Co-Tek business with the following elements of the Omega business:
the additional economic benefit that is expected to be derived from additional revenues of Omega-branded products from its existing •	
distribution network.
the Omega customer relationships which already exist for its Micropath range. •	
Strength of existing Omega management team in diagnostic-related acquisitions. •	
Existing sales & marketing personnel within Omega. •	
From the date of acquisition, Co-Tek has contributed a loss of £1,183 to the Group profit for the year. Following the acquisition, negotiations 
with Co-Tek’s one main customer continued for a period of time which eventually resulted in securing a three-year supply agreement in May 
2010. During the period from acquisition to 31 March 2010, supplies to the customer were lower than normal during the negotiation phase 
but the signed agreement now guarantees minimum revenue over the full three-year period of not less than £480,000. The loss of £1,183 is 
before internal management charges which are reallocated to subsidiaries to reflect their share of Group Costs and management time spent 
on specific projects. The combined revenue and profit before tax for the Group, assuming Co-Tek had been acquired at the start of the 
period would have been £6,303,993 and £242,026 respectively.
The contingent consideration payment amounting to £101,275 (2009: £105,837) was the final earn-out payment with respect to the 
acquisition of Genesis-CNS. The earn-out accrued at 7% of sales of relevant products over a three-year period from 1 November 2006  
to 31 October 2009.
9 INTANGIBLES
    Technology Customer 
   Goodwill assets relationship Total 
Consolidated   £ £ £ £
Cost  
At 31 March 2008   3,194,351 1,975,000 – 5,169,351
Adjustment related to contingent consideration  (133,297) – – (133,297)
At 31 March 2009   3,061,054 1,975,000 – 5,036,054
On acquisition   332,986 – 100,000 432,986
Adjustment related to contingent consideration  (44,162) – – (44,162)
At 31 March 2010   3,349,878 1,975,000 100,000 5,424,878
Accumulated amortisation and impairment
At 31 March 2008   – 57,604 – 57,604
Amortisation charge in the year   – 98,750 – 98,750
At 31 March 2009   – 156,354 – 156,354
Amortisation charge in the year   – 98,750 10,000 108,750
At 31 March 2010   – 255,104 10,000 265,104
Net book value   
31 March 2010   3,349,878 1,719,896 90,000 5,159,774
31 March 2009   3,061,054 1,818,646 – 4,879,700
31 March 2008   3,194,351 1,917,396 – 5,111,747
Impairment testing of goodwill     
The Group tests goodwill annually for impairment, or more frequently if there are indicators of impairment. The carrying amount of goodwill  
is indicated in the table above. The net book value of goodwill above for Genesis-CNS amounts to £3,016,892 (2009: £3,061,054) and for 
Co-Tek to £332,986 (2009: £nil).
The recoverable amount of Genesis-CNS and Co-Tek has been determined based on a value in use calculation using cash flow projections 
based on the financial budget approved by the Board covering the period to 31 March 2011. The key assumptions used in the budget for 
Genesis-CNS are the sales projections which are predicated on the continued success of the Genarrayt™ and Food Detective™ assays  47
Financial Statements Annual Report and Accounts 2010
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9 INTANGIBLES (continued)
being commercialised on an international basis and the gross margins which can be achieved from the sales of these products. The key 
assumption used in the budget for Co-Tek is the growth in sales of the Company’s Micropath™ range of products where increased volumes 
are dependent upon having accessed a lower manufacturing cost through the acquisition of Co-Tek itself.  In both cases, the Company also 
makes assumptions in regard to having sufficient production personnel to cope with increased volumes. The discount rate applied to cash 
flows is 11% reflecting the pre-tax weighted average cost of capital (WACC) for the group which takes account of other risks specific to the 
business such as currency risk and price risk. The WACC is the weighted average cost of pre-tax cost of debt financing and the pre-tax cost 
of equity financing. Cash flows beyond the budget period are extrapolated for Genesis-CNS over the next 4 years and Co-Tek over the next 
6 years using a growth rate of 7% that equates to the current growth rate in the IVD industry. Thereafter, a nil growth rate has been assumed 
for prudence. As a result, there has been no impairment to the carrying value of goodwill.
Sensitivity analysis
Base forecasts show headroom of £1.16m above carrying value for Genesis-CNS and headroom of £48,000 above carrying value for 
Co-Tek. Sensitivity analysis has been undertaken to assess the impact of any reasonably possible change in key assumptions. If the growth 
rate were to drop from 7% to 6% this would have the effect of reducing the headroom in Genesis-CNS by £105,000 over 5 years and in 
Co-Tek by £15,000 over 7 years.
For Genesis-CNS, the WACC would have to increase to 19.9% or the growth rate would have to be a decline of 5.3% for the headroom to 
reduce to nil.
For Co-Tek, the WACC would have to increase to 15.9% or the growth rate would have to reduce to 3.8% for the headroom to reduce to nil.
The adjustment relating to the contingent consideration amounting to £44,162 results from a reassessment of the Genesis/CNS earnout. 
This is further analysed in note 20. Other than the adjustment above there has been no impairment to the carrying value of goodwill.
10 PROPERTY, PLANT AND EQUIPMENT
   Leasehold Plant and Motor 
   improvements machinery vehicles Total 
Consolidated   £ £ £ £
Cost
At 1 April 2008   130,200 1,329,319 28,647 1,488,166
Additions   – 134,433 – 134,433
Disposals   – (398) (10,479) (10,877)
At 31 March 2009   130,200 1,463,354 18,168 1,611,722
Additions   20,244 70,241 – 90,485
Acquisitions   – 50,310 – 50,310
Disposals   – (16,292) (18,168) (34,460)
At 31 March 2010   150,444 1,567,613 – 1,718,057
 
Accumulated amortisation and impairment     
At 1 April 2008   52,610 824,402 18,507 895,519
Charge in the year   13,020 69,810 2,654 85,484
Disposals   – (391) (8,336) (8,727)
At 31 March 2009   65,630 893,821 12,825 972,276
Charge in the year   14,295 86,563 2,067 102,925
Disposals   – (15,155) (14,892) (30,047)
At 31 March 2010   79,925 965,229 – 1,045,154
Net book value
31 March 2010   70,519 602,384 – 672,903
31 March 2009   64,570 569,533 5,343 639,446
31 March 2008   77,590 504,917 10,140 592,647
The net book value of plant and machinery held under finance leases at 31 March 2010 is £225,565 (2009: £280,671). 48
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
11 INVENTORIES
     2010 2009 
     £ £
Raw materials     539,685 527,509
Work in progress     151,810 121,135
Finished goods and goods for resale     122,849 113,736
      814,344 762,380
12 TRADE AND OTHER RECEIVABLES
     2010 2009 
Consolidated     £ £
Trade receivables     1,527,928 1,070,348
Prepayments and other receivables     154,335 184,615
      1,682,263 1,254,963
The Directors consider that the carrying amount of trade receivables and other receivables approximates their fair value.
     2010 2009 
Company     £ £
Prepayments and other receivables     39,449 42,852
Due from subsidiary companies     1,338,548 743,419
      1,377,997 786,271
Analysis of trade receivables
     2010 2009 
Consolidated     £ £
Neither impaired nor past due     1,076,588 838,042
Past due but not impaired     451,340 232,306
     2010 2009 
Company     £ £
Neither impaired nor past due     1,338,548 743,419
Ageing of past due but not impaired trade receivables
     2010 2009 
Consolidated     £ £
Up to 3 months     377,461 202,732
Between 3 and 6 months     51,808 23,935
More than 6 months     22,071 5,639
The Directors consider that the carrying amount of trade receivables and other receivables approximates their fair value.
The credit quality of trade receivables that are neither past due nor impaired is assessed internally with reference to historical information 
relating to counterparty default rates. 49
Financial Statements Annual Report and Accounts 2010
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13 INTEREST-BEARING LOANS AND BORROWINGS AND FINANCIAL INSTRUMENTS
     2010 2009 
Consolidated     £ £
Current
Bank loans     280,890 290,710
Obligations under finance leases     62,795 81,594
      343,685 372,304
Non-current
Bank loans     421,335 726,776
Obligations under finance leases     73,391 136,322
Other loans     1,098,765 1,012,165
      1,593,491 1,875,263
Bank loans comprise the following:
£702,225 variable rate loan 2012 (base rate + 2.0%: 2009 base rate +2.0%)   702,225 1,017,486
      702,225 1,017,486
Less current instalments     (280,890) (290,710)
      421,335 726,776
The Group uses finance leases and hire purchase contracts to acquire plant and machinery. These leases have terms of renewal but no 
purchase options and escalation clauses. Renewals are at the option of the lessee. Future minimum payments under finance leases and hire 
purchase contracts are as follows:
     2010 2009 
     £ £
Future minimum payments due:
    
Not later than one year     70,113 93,807
After one year but not more than five years    76,909 147,223
      147,022 241,030
Less finance charges allocated to future periods    10,836 23,114
Present value of minimum lease payments    136,186 217,916
The present value of minimum lease payments is analysed as follows:
Not later than one year     62,795 81,594
After one year but not more than five years    73,391 136,322
      136,186 217,916
     2010 2009 
Consolidated     £ £
Other loans comprise the following:
Vendor loan – 2014 (base rate)     1,098,765 1,012,165
      1,098,765 1,012,165
The term loans are secured by a floating charge over the assets of the Group. Cross guarantees between Omega Diagnostics Group PLC, 
Omega Diagnostics Limited, Genesis Diagnostics Limited and Cambridge Nutritional Sciences Limited are in place, and Omega Diagnostics 
Group PLC has given the Bank of Scotland a debenture secured over the assets of the Company. Two Directors have also provided personal 
guarantees of £100,000 in support of the term loan. 50
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
13 INTEREST-BEARING LOANS AND BORROWINGS AND FINANCIAL INSTRUMENTS (continued)
There are two Bank of Scotland term loans of £300,000 (2009: £420,000) and US$611,100 (2009: US$855,540) repayable in equal monthly 
instalments of £10,000 and US$20,370, both with a maturity date of 4 September 2012. 
     2010 2009 
Company     £ £
Current
Bank loans     280,890 290,710
      280,890 290,710
Non-current
Bank loans     421,335 726,776
Other loans     1,098,765 1,012,165
      1,520,100 1,738,941
Bank loans comprise the following:
£702,225 variable rate loan 2012 (base rate + 2.0%: 2009 base rate +2.0%)   702,225 1,017,486
      702,225 1,017,486
Less current instalments     (280,890) (290,710)
      421,335 726,776
     2010 2009 
Company     £ £
Other loans comprise the following:
Vendor loan – 2014 (base rate)     1,098,765 1,012,165
      1,098,765 1,012,165
14 TRADE AND OTHER PAYABLES
     2010 2009 
Consolidated     £ £
Trade payables     608,136 667,967
Social security costs     52,737 42,582
Accruals and other payables     202,005 161,176
      862,878 871,725
Trade payables and other payables comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the 
carrying amount of trade payables approximates their fair value.
     2010 2009 
Company     £ £
Trade payables     38,748 91,885
Accruals and other payables     63,331 67,718
Due to subsidiary companies     337,086 396,875
      439,165 556,478
Trade payables and other payables comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the 
carrying amount of trade payables approximates their fair value. 51
Financial Statements Annual Report and Accounts 2010
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15 DEFERRED TAXATION
The deferred tax asset is made up as follows:
     2010 2009 
Consolidated     £ £
Decelerated capital allowances     14,009 18,228
Temporary differences     7,483 23,061
Tax losses carried forward     74,582 66,241
      96,074 107,530
     2010 2009 
Company     £ £
Tax losses carried forward     – –
Temporary differences     – 16,214
      – 16,214
A deferred tax asset has been recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable 
profits will be available against which the unused tax losses can be utilised.
The deferred tax liability is made up as follows:
     2010 2009 
Consolidated     £ £
Fair value adjustments on acquisition     571,332 564,481
Accelerated capital allowances     11,917 10,584
      583,249 575,065
16 SHARE CAPITAL
     2010 2009 
Company     number number
Authorised share capital     
Ordinary shares of 4 pence each     77,500,000 77,500,000
Deferred shares of 0.9 pence each     600,000,000 600,000,000
Issued and fully paid share capital 
At the beginning of the year     15,632,907 14,875,694
     
Issued during the year     5,000,000 757,213
At the end of the year     20,632,907 15,632,907 52
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
16 SHARE CAPITAL (continued)
     2010 2009 
     £ £
Shares allotted for cash     
Aggregate nominal value     200,000 –
Share premium     800,000 –
Expense of issue     (80,807) –
Consideration received     919,193 –
Shares allotted for non-cash consideration     
Aggregate nominal value     – 30,289
Share premium     – 575,482
Increase in issued capital     – 605,771
     2010 2009 
Consolidated     number number
     
Issued and fully paid share capital     
At the beginning of the year     15,632,907 14,875,694
     
Issued during the year     5,000,000 757,213
At the end of the year     20,632,907 15,632,907
     2010 2009 
     £ £
Shares allotted for cash     
Aggregate nominal value     200,000 –
Share premium     800,000 –
Expense of issue     (80,807) –
Consideration received     919,193 –
     
Shares allotted for non-cash consideration     
Aggregate nominal value     – 30,289
Share premium     – 575,482
Increase in issued capital     – 605,771
On 28 September 2009, the Company issued 5,000,000 ordinary shares of 4p each at a price of 20p per share. The costs involved in the 
share issue were £80,807.
The Company granted warrants to those shareholders in Quintessentially English plc, on the register just prior to the reverse transaction  
in 2006. These warrants entitled those shareholders to subscribe for a total of 139,710 new ordinary shares. The warrants had an exercise 
price of 80p per share and an expiry date of 19 September 2009. None of the warrants were exercised.
During the year to 31 March 2009, the Company granted options over 1,833,289 ordinary shares at an exercise price of 19p per share.  
The options will expire if not exercised within ten years of the date of grant.
Additional shares were issued in the financial year 2009 to the original shareholders of Omega Diagnostics Limited in settlement of the 
earn-out of £605,771. The number of new ordinary shares issued was 757,213. 53
Financial Statements Annual Report and Accounts 2010
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17 COMMITMENTS AND CONTINGENCIES
Operating lease commitments
Future minimum rentals payable under non-cancellable operating leases are as follows:
     2010 2009 
Consolidated     £ £
Land and buildings:
Within 1 year     163,374 163,374
Within 2 to 5 years     211,186 374,559
Other:
Within 1 year     11,869 10,599
Within 2 to 5 years     26,265 22,311
After 5 years     – –
Land and buildings leases in force for Omega Diagnostics Ltd premises extend to June 2011, at which point they may be re-negotiated.  
The land and buildings leases in force for the premises of Genesis Diagnostics Ltd and Cambridge Nutritional Sciences extend to  
March 2013, at which point they may be re-negotiated.
Other leases are in force for office equipment items and extend to time periods ranging from June 2011 to May 2014. The leases may be 
extended at the expiry of their term.
Performance bonds
The Group has performance bonds and guarantees in place amounting to £30,000 at 31 March 2010 (2009: £30,000). 
18 RELATED PARTY TRANSACTIONS
Remuneration of key personnel
The remuneration of the Directors, who are the key management personnel of Omega Diagnostics Group PLC, is set out below in aggregate 
for each of the categories specified in IAS 24 Related Party Disclosures:
     2010 2009 
     £ £
Short-term employee benefits     326,898 265,462
Share-based payments     153,002 66,468
Post-employment benefits     12,845 13,458
      492,745 345,388
Included within short-term employee benefits are amounts paid to MBA Consultancy of £25,000 (2009: £25,000), a company controlled by 
David Evans and £15,000 (2009: £16,250) to Alberdale Catalyst Ltd and £5,000 (2009: £nil) to Holdmer Associates Ltd, two companies 
controlled by Michael Gurner.
Other related party transactions
During the year there have been transactions between the parent Company, Omega Diagnostics Limited, Genesis Diagnostics Limited,  
Cambridge Nutritional Sciences and Co-Tek (South West) Limited, largely relating to payment of fees. The amounts outstanding at the year 
end are as follows:
  ODG ODL Genesis CNS Co-Tek 
At 31 March 2010  £ £ £ £ £
Omega Diagnostics Group PLC (Entity)  – (1,016,639) (309,690) 337,086 (12,219)
Omega Diagnostics Limited  1,016,639 – 77,639 889 9,458
Genesis Diagnostics Limited  309,690 (77,639) – (462,581) –
Cambridge Nutritional Sciences Limited  (337,086) (889) 462,581 – –
Co-Tek (South West) Limited  12,219 (9,458) – – – 54
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
18 RELATED PARTY TRANSACTIONS (continued)
  ODG ODL Genesis CNS Co-Tek 
At 31 March 2009  £ £ £ £ £
Omega Diagnostics Group PLC (Entity)  – (743,419) 187,660 209,215 –
Omega Diagnostics Limited  743,419 – 59,394 (7,163) –
Genesis Diagnostics Limited  (187,660) (59,394) – (96,035) –
Cambridge Nutritional Sciences Limited  (209,215) 7,163 96,035 – –
Co-Tek (South West) Limited  – – – – –
During the year there were transactions between the Company and its subsidiaries as follows:    
     2010 2009 
     £ £
    
Balance at 1 April     346,544 560,515 
    
Charges to subsidiary companies     1,190,833 959,658 
Charges from subsidiary companies     (511,886) (290,286)
Transfers of cash to subsidiary companies    821,000 802,509 
Transfers of cash from subsidiary companies    (845,030) (1,685,851)
Balance at 31 March 2010     1,001,461 346,544
Related party transactions in connection with the aborted transaction are disclosed in Note 19 below. There were no balances outstanding 
at the year end. Note 13 discloses personal guarantees made by two of the Directors in support of the bank term loan. Under the Omega 
earn-out (see Note 16), two of the Directors were issued with 420,567 ordinary shares in the Company with a market value of £127,222 at  
the time of issue.
19 EXCEPTIONAL ITEMS
Exceptional administration costs
During the year to 31 March 2010, there were no exceptional administration costs. During the year to 31 March 2009, the Company  
was involved in the planned acquisition of another company which required the Company to raise new funds to complete the acquisition.  
The funding environment deteriorated throughout the process, due to the turmoil in worldwide financial markets and, in early November,  
the Company concluded that due to these challenging circumstances it was not possible to raise sufficient funds to complete the transaction. 
The Company incurred costs of £265,920 in connection with the aborted transaction but it was able to significantly reduce the impact of these 
costs to 30% of the total by obtaining indemnities from third parties for 70% of these costs. Among these third parties were Dr Mike Walker and 
David Evans who agreed to cover 30% and 10% of the costs respectively under an agreement entered into on 3 September 2008. As a result 
the financial impact of the aborted transaction to the Company was limited to £80,301. Due to the one-off nature and value of these costs, they 
are separately disclosed and treated as an exceptional item in the income statement so that they do not impact on the results from normal 
trading operations. 55
Financial Statements Annual Report and Accounts 2010
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20 OTHER FINANCIAL LIABILITIES
 
Consolidated and Company      £
As at 1 April 2008       935,312
Fair value adjustment to Genesis-CNS earn-out through finance costs     41,173
Fair value adjustment to Genesis-CNS earn-out through goodwill     (133,296)
Genesis-CNS earn-out paid in year       (105,837)
Shares allotted for non-cash consideration to settle Omega earn-out    (605,772)
As at 31 March 2009       131,580
     
As at 1 April 2009      131,580
Fair value adjustment to Genesis-CNS earn-out through finance costs    13,857
Fair value adjustment to Genesis-CNS earn-out through goodwill    (44,162)
Genesis-CNS earn-out paid in year      (101,275)
As at 31 March 2010      –
The earn-out relating to Genesis/CNS amounting to £131,580 in 2009 was contained within current financial liabilities.
21 INVESTMENTS
Company
The Company’s investments in subsidiaries which are all 100% owned are comprised of the following:
     2010 2009 
     £ £
Investment in Omega Diagnostics Limited    1,752,884 1,752,884
Investment in Genesis Diagnostics Limited    1,815,623 1,845,065
Investment in Cambridge Nutritional Sciences Limited    4,063,553 4,078,274
Investment in Co-Tek (South West) Limited    480,978 –
Investment in Bealaw (692) Limited     1 1
Investment in Bealaw (693) Limited     1 1
      8,113,040 7,676,225
The movement in the cost of the investment in Genesis Diagnostics Ltd of £29,442 reflects the change to the earn-out calculation under IFRS 3.
The movement in the cost of the investment in Cambridge Nutritional Sciences Ltd of £14,721 reflects the change to the earn-out calculation 
under IFRS 3. Bealaw (692) Limited and Bealaw (693) Limited are both dormant companies which have never traded. 56
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
22 EARNINGS PER SHARE
Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the Group by the weighted 
average number of ordinary shares outstanding during the year.
Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the Group by the weighted 
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued 
on the conversion of all the dilutive potential ordinary shares into ordinary shares. Diluting events are excluded from the calculation when the 
average market price of ordinary shares is lower than the exercise price. 
     2010 2009 
     £ £
Net profit attributable to equity holders of the Group    187,099 221,041
     2010 2009 
     Number Number
Basic average number of shares     18,153,455 15,356,991
Share options     471,581 –
Diluted weighted average number of shares    18,625,036 15,356,991
Earnings per share before exceptional items
The Group presents as exceptional items on the face of the income statement, those material items of income and expense which, because 
of the nature and the expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand 
better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in 
financial performance.
To this end, basic and diluted earnings per share are also presented on this basis using both the basic and diluted weighted average number 
of ordinary shares.
Net profit before exceptional items attributable to equity holders of the Group is derived as follows:
     2010 2009 
     £ £
Net profit attributable to equity holders of the Group    187,099 221,041
Exceptional items     – 80,301
Profit before exceptional items attributable to equity holders of the Group   187,099 301,342
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise loans, finance leases and cash. The main purpose of these financial instruments is  
to manage the Group’s funding and liquidity requirements. The Group has other financial instruments, such as trade receivables and trade 
payables, which arise directly from its operations. The principal financial risks to which the Group is exposed are those relating to foreign 
currency, credit, liquidity and interest rate. These risks are managed in accordance with Board-approved policies.
Foreign currency risk
The Group buys and sells goods and services in currencies other than the functional currency of its operations. The Group has US dollar 
and euro denominated bank accounts. Where possible, the Group will offset currency exposure where purchases and sales can be made 
from these foreign currency bank accounts. The Group’s non-sterling revenues, profits, assets, liabilities and cash flows can be affected by 
movements in exchange rates. It is Group policy not to engage in any speculative transaction of any kind. At 31 March 2010 (and 31 March 
2009) the Group has not entered into any hedge transactions. 57
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23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
The following table demonstrates the sensitivity to a possible change in currency rates on the Group’s profit before tax through the impact  
of sterling weakening against the US dollar, the euro and the Canadian dollar.
      Effect on 
      profit before tax 
     Decrease in and equity 
     currency rate £
2010
Trade and other receivables     5% 33,635
Trade and other payables     5% (8,593)
Cash and cash equivalents     5% 10,519
Bank loans     5% (21,170)
2009     
Trade and other receivables     5% 15,626
Trade and other payables     5% (7,510)
Cash and cash equivalents     5% 16,452
Bank loans     5% (31,447)
An increase in currency rate of 5% would have a similar opposite effect. The sensitivity around bank loans above represents the entire impact 
on the Company’s profit before tax and equity.
Credit risk
The Group’s credit risk is primarily attributable to its trade receivables. The Group conducts its operations in many countries, so there is no 
concentration of risk in any one area. In most cases, the Group grants credit without security to its customers. Credit worthiness checks  
are undertaken before entering into contracts with new customers, and credit limits are set as appropriate. The amounts presented in the 
balance sheet are net of allowance for doubtful receivables. An allowance for impairment is made where there is an identifiable loss event 
which, based on previous experience, is evidence of a reduction in the recoverability of cash flows.
Capital management
An explanation of the Group’s capital management process and objectives is set out in the Capital management section on page 17 of the 
Financial Review.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility of working capital arrangements through the use 
of bank loans. The Group also maintains its available financial assets to ensure continued liquidity. 58
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
The table below summarises the maturity profile of the Group’s financial liabilities at 31 March 2010 based on the undiscounted cash flows of 
liabilities based on the earliest date on which the group can be required to pay. 
  Less than 3 to 12 1 to 5 More than 
  3 months months years 5 years Total 
Consolidated  £ £ £ £ £
2010     
Trade and other payables  616,258 – – – 616,258
Obligations under finance leases  20,242 49,871 76,909 – 147,022
Bank loans  74,101 219,864 428,514 – 722,479
Vendor loan  – – 1,200,168 – 1,200,168
   710,601 269,735 1,705,591 – 2,685,927
2009 
Trade and other payables  691,078 – – – 691,078
Obligations under finance leases  24,468 69,339 147,223 – 241,030
Bank loans  78,784 233,686 749,135 – 1,061,605
Vendor loan  – – 733,334 478,337 1,211,671
   794,330 303,025 1,629,692 478,337 3,205,384
The table below summarises the maturity profile of the Company’s financial liabilities at 31 March 2010 based on the undiscounted cash 
flows of liabilities based on the earliest date on which the Company can be required to pay.     
      
  Less than 3 to 12 1 to 5 More than 
  3 months months years 5 years Total 
Company  £ £ £ £ £
     
2010      
Trade and other payables  375,835 – – – 375,835
Bank loans  74,101 219,864 428,514 – 722,479
Vendor loan  – – 1,200,168 – 1,200,168
   449,936 219,864 1,628,682 – 2,298,482
 
2009      
Trade and other payables  488,760 – – – 488,760
Bank loans  78,784 233,686 749,135 – 1,061,605
Vendor loan  – – 733,334 478,337 1,211,671
   567,544 233,686 1,482,469 478,337 2,762,036
Interest rate risk
All of the Group’s borrowings are at variable rates of interest. The Group has an exposure to interest rate risk on changes in US dollar and 
sterling interest rates. To manage the interest rate risk, the Group has taken out interest rate hedge instruments relative to the two bank loans 
which will be repaid by September 2012. The change in fair value of these interest rate hedge instruments has been taken to the income 
statement in full. 59
Financial Statements Annual Report and Accounts 2010
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23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
The following table demonstrates the sensitivity to a possible change in interest rates on the Group’s profit before tax through the impact  
on floating rate borrowings and cash balances.
      Effect on 
      profit before tax 
     Increase in and equity 
Consolidated     basis points £
2010     
Cash and cash equivalents     25 1,614
Bank loans     25 (2,150)
Vendor loan     25 (2,750)
2009     
Cash and cash equivalents     25 1,406
Bank loans     25 (2,639)
Vendor loan     25 (2,750)
The following table demonstrates the sensitivity to a possible change in interest rates on the Company’s profit before tax through the impact 
on floating rate borrowings and cash balances.      
      Effect on 
      profit before tax 
     Increase in and equity 
Company     basis points £
2010     
Cash and cash equivalents     25 159
Bank loans     25 (2,150)
Vendor loan     25 (2,750)
2009     
Cash and cash equivalents     25 240
Bank loans     25 (2,639)
Vendor loan     25 (2,750)
      
Fair values 
The carrying amount for all categories of financial assets and liabilities disclosed on the balance sheet and in the related notes to the 
accounts is equal to the fair value of such assets and liabilities as at both 31 March 2010 and 31 March 2009. The monetary value 
attributable to these financial assets and liabilities is the same value that has been disclosed in the related notes to the accounts.
The valuation methods used to fair value the financial assets and liabilities have been disclosed in Note 3 of the Notes to the Financial 
Statements under the heading of Financial instruments.
The carrying amount recorded in the balance sheet of each financial asset as at 31 March 2010 and 31 March 2009, including derivative 
financial instruments, represent the Group’s maximum exposure to credit risk. 60
Financial Statements Annual Report and Accounts 2010
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Notes to the Financial Statements
(continued)
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Derivative financial instruments
The Group uses the following hierarchy for determining and disclosing the fair value of instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2:  other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly  
or indirectly, and
Level 3:  techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable 
market data.
The fair value of the financial derivatives, detailed below, have been valued using the hierarchy above and have been categorised as level 2.
     2010 2009 
Consolidated and Company     £ £
Included in non-current assets
Interest rate instruments     196 599
Included in non-current liabilities
Interest rate instruments     7,717 10,700
The derivative financial instruments comprise:
a) an interest rate cap of 5.5%, the floating rate option being Bank of England daily base rate.
b) an interest cap and floor of 5.0% and 2.25% respectively, the floating option rate being USD-Libor.
The Group does not hold or issue derivatives for speculative or trading purposes. 61
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Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of the Company, Omega House,  
Hillfoots Business Village, Alva, FK12 5DQ on 19 August 2010 at 11am for the following purposes:
Ordinary business
1. To receive the reports of the Directors and the Auditors and the audited accounts for the year ended 31 March 2010.
2.  To reappoint Ernst & Young LLP as Auditors of the Company to hold office until the conclusion of the next general meeting at which 
accounts are laid before the Company and that their remuneration be fixed by the Directors.
3. To re-elect Mr Andrew Shepherd as a Director of the Company.
4. To elect Mr Geoff Gower as a Director of the Company.
5. That in accordance with section 551 of the Companies Act 2006 the Directors be generally and unconditionally authorised to allot shares 
in the Company or grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to an aggregate 
nominal amount of £412,658.12 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the 
conclusion of the next annual general meeting of the Company save that the Company may, before such expiry, make an offer or 
agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights  
in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. This authority is in 
substitution for all previous authorities conferred on the directors in accordance with section 80 of the Companies Act 1985 or section 
551 of the Companies Act 2006, but without prejudice to any allotment already made or to be made pursuant to such authority.
Special business
Resolutions 6 and 7 are proposed as special resolutions.
6. That, conditional on the passing of resolution 5 above, and in accordance with section 570 of the Companies Act 2006, the Directors be 
generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) pursuant to the authority conferred by 
resolution 5, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:
6.1 the allotment of equity securities in connection with an issue in favour of the holders of ordinary shares where the equity 
securities respectively attributable to the interests of all holders of ordinary shares are proportionate (as nearly as may be) to the 
respective number of ordinary shares held by them but subject to such exclusions or arrangements as the Directors may deem 
necessary or expedient to deal with fractional entitlements arising or any legal or practical problems under the laws of any 
overseas territory or the requirements of any regulatory body or stock exchange; and
6.2 the allotment of equity securities otherwise than pursuant to sub paragraph 6.1 above up to an aggregate nominal amount  
of £163,797.44;
 and provided that this power shall expire on conclusion of the next annual general meeting of the Company save that the Company may, 
before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the 
Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this 
resolution has expired.
7 . That the draft regulations produced to the meeting and, for the purposes of identification, initialled by the Chairman be adopted as the 
articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association including the relevant 
provisions of the memorandum of association that would otherwise be treated as provisions of the Articles under section 28 of the 
Companies Act 2006.
By order of the Board
Kieron Harbinson
Company Secretary
15 July 2010 62
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Notice of Annual General Meeting
(continued)
Notes:
1.  A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to exercise all  
or any of your rights to attend, speak and vote at the meeting. You may appoint more than one proxy provided each proxy is 
appointed to exercise rights attached to different shares. A proxy need not be a member of the Company.
2.  A form of proxy is enclosed. To be effective, it must be deposited at the office of the Company’s Registrars, Share Registrars Limited, 
Suite E, First Floor, 9 Lion and Lamb Yard, West Street, Farnham, Surrey GU9 7LL, so as to be received not later than 48 hours before  
the time appointed for holding the Annual General Meeting. Completion of the proxy does not preclude a member from subsequently 
attending and voting at the meeting in person if he or she so wishes.
3.  Copies of contracts of service of directors with the company or with any of its subsidiary undertakings, will be available for inspection 
at the registered office of the Company during normal business hours (Saturdays and public holidays excepted) from the date of this 
notice until the conclusion of the AGM.
4.  In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s 
register of members not later than 17 August 2010 or, if the meeting is adjourned, shareholders entered on the Company’s register of 
members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.
Registered in England and Wales number 5017761
www.omegadiagnostics.com
Omega Diagnostics Group PLC
Omega House
Hillfoots Business Village
Alva FK12 5DQ
Scotland
United Kingdom
Tel: +44 (0)1259 763030 
Fax: +44 (0)1259 761853 63
Financial Statements Annual Report and Accounts 2010
www.omegadiagnostics.com
Explanatory note to the Companies Act 2006 aspects of the changes to the 
proposed new articles of association 
1 Resolution 7 is a special resolution to adopt amended articles of association of the Company (“Articles”). A copy of the proposed 
amended Articles, showing all the changes to the current Articles, is available on request from the Company Secretary and will be 
available at the meeting.
2 Background to the changes
2.1 Company law has recently been overhauled by the Companies Act 2006 (“the 2006 Act”).  The 2006 Act has been coming into 
force in stages and the final provisions came into force on 1 October 2009. A number of provisions of the current Articles are 
inconsistent with the 2006 Act or are redundant because of the changes made by the 2006 Act.  The board is recommending 
that the opportunity is taken for a resolution to be put to the AGM to adopt amended Articles to bring them into line with the 
2006 Act and to update statutory references. 
2.2 The principal changes proposed to be introduced by the amended Articles are summarised in paragraphs 3 to 15 below.   
Minor changes which merely reflect changes made by the 2006 Act have not been noted. 
3 Authorised share capital 
3.1 The 2006 Act abolishes the requirement for a company to have an authorised share capital.  Directors will still be limited as  
to the number of shares they can at any time allot because allotment authority continues to be required under the 2006 Act, 
save in respect of employee share schemes. 
3.2 The effect of this resolution will be to remove the Company’s authorised share capital and the proposed amended Articles 
reflect this.  
4 Redeemable shares 
 Under the Companies Act 1985, if a company wished to issue redeemable shares, it had to include in its Articles the terms and 
manner of redemption. The 2006 Act enables directors to determine such matters instead provided they are so authorised by the 
Articles. The proposed new article 5 contains such an authorisation. The Company has no plans to issue redeemable shares but,  
if it did so, the directors would need shareholders’ authority to issue new shares in the usual way. 
5 Suspension of registration of share transfers 
 The current Articles permit the directors to suspend the registration of transfers. Under the 2006 Act, share transfers must be 
registered as soon as practicable. The power in the Articles to suspend the registration of transfers is inconsistent with this 
requirement. Accordingly, this power does not appear in the proposed amended Articles. 
6 Authority to purchase own shares, consolidate and sub-divide shares, and reduce share capital 
 Under the Companies Act 1985, a company required specific enabling provisions in its Articles to purchase its own shares, to 
consolidate or sub-divide its shares and to reduce its share capital or other undistributable reserves as well as shareholder authority  
to undertake the relevant action. The Articles in their current form include these enabling provisions. Under the 2006 Act, a company 
will only require shareholder authority to do any of these things and it will no longer be necessary for Articles to contain enabling 
provisions. Accordingly, the proposed amended Articles do not contain the relevant enabling provisions. 
7 Meetings and resolutions
7.1 Meetings other than annual general meetings are termed “general meetings” under the 2006 Act rather than extraordinary 
general meetings. The 2006 Act does not provide for extraordinary resolutions or elective resolutions.  
7.2 The proposed amended Articles contain updated references accordingly and, where applicable, will replace references to 
extraordinary resolutions with references to special resolutions.
8 Voting by proxies on a show of hands 
 The Companies (Shareholders’ Rights) Regulations 2009 amended the 2006 Act so that it now provides that each proxy appointed by 
a member has one vote on a show of hands unless the proxy is appointed by more than one member in which case the proxy has one 
vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more 
members to vote against the resolution. The proposed amended Articles reflect these changes.
9 Voting by corporate representatives 
 The Companies (Shareholders’ Rights) Regulations 2009 amended the 2006 Act to enable multiple representatives appointed by the 
same corporate member to vote in different ways on a show of hands and on a poll. The proposed amended Articles reflect this position.
10 Memorandum of association
10.1 The 2006 Act significantly reduces the constitutional significance of a company’s memorandum. It provides that a memorandum 
will record only the names of subscribers and the number of shares each subscriber has agreed to take in the company.  
Under the 2006 Act, the objects clause and all other provisions which are contained in a company’s memorandum, for existing 
companies at 1 October 2009, are deemed to be contained in the company’s articles of association.
10.2 The effect of this resolution will be to remove all the provisions of the Company’s memorandum of association which are 
deemed to be contained in the Articles.  References to the Company’s memorandum of association have been removed from 
the proposed amended Articles where appropriate. 64
Financial Statements Annual Report and Accounts 2010
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Explanatory note to the Companies Act 2006 aspects of the changes to the 
proposed new articles of association (continued)
11 Vacation of office by directors 
11.1  There is no longer a requirement for a director of a public company to retire when reaching the age of 70.  The proposed 
amended Articles do not contain a reference to retirement by reason of age. 
11.2  The Articles specify the circumstances in which a director must vacate office. The changes in the proposed amended Articles 
update these provisions to reflect the approach taken on mental and physical incapacity in the model Articles for public 
companies produced by the Department for Business, Innovation and Skills. 
12 Directors’ conflicts of interest
12.1 The proposed amended Articles contain updated provisions dealing with directors’ conflicts of interest in line with the 2006 Act.
12.2  The 2006 Act distinguishes between the interest of a director in a transaction or arrangement with the company (“Transactional 
Conflict”) and an interest or duty of the director which conflicts, or possibly may conflict, with his duty to the company 
(“Situational Conflict”).
12.3 Transactional Conflicts
12.3.1 The 2006 Act requires the director to declare the nature and extent of his interest to the rest of the board.  Whether or 
not the director can count towards the quorum and vote on the transaction or arrangement depends on the company’s 
articles of association.
12.3.2 The current Articles provide that a director with a Transactional Conflict – if the director’s interest is “material” – cannot 
count towards the quorum or vote on the matter except in certain limited circumstances.  
12.3.3 The proposed amended Articles update the 2006 Act’s requirement to declare the nature and extent of the interest but 
continue to exclude the director from the quorum and voting on the relevant resolution except in specified circumstances.
12.4 Situational Conflicts
 Directors are under a duty to avoid Situational Conflicts.  The 2006 Act provides that the board of directors can authorise 
Situational Conflicts provided certain conditions and safeguards are met.  For example, the director seeking authorisation of  
the conflict cannot count towards the quorum or vote when the board decides whether or not to authorise it. The proposed 
amended Articles expressly provide that the board of the Company will have the power under the 2006 Act to authorise 
directors’ situational conflicts.
13 Use of seals 
 The 2006 Act includes a more flexible regime for execution of documents. Companies are no longer required to have a common seal 
and share certificates can be executed other than under seal.  The proposed amended Articles reflect this.   
14 Electronic communications
 The 2006 Act makes it easier for companies and their shareholders to communicate with each other by electronic communication. 
The proposed amendments to the Articles would enable the Company to send notices and other communications by e-mail to 
shareholders who have agreed to receive such communications in this manner. 
15  Indemnity
 The 2006 Act does not provide for auditors to be indemnified out of the Company’s assets.  The proposed amended Articles reflect this. Overview 
1 The Highlights of 2010
2 Our Markets
9 Our Strategy
10 Chairman’s Statement
 
Business Review 
12 Chief Executive’s Review
16 Financial Review
18 Board of Directors
 
Governance 
20 Directors’ Report
22 Directors’ Remuneration Report
24 Corporate Governance Report
26 Statement of Directors’ Responsibilities
 
Audit Report 
27 Independent Auditor’s Report to the members 
 of Omega Diagnostics Group PLC
 
Financial Statements 
28 Consolidated Statement of Comprehensive Income
29 Consolidated Balance Sheet
30  Consolidated Statement of Changes in Equity
31 Consolidated Cash Flow Statement
32 Company Balance Sheet
33 Company Statement of Changes in Equity 
34 Company Cash Flow Statement
35 Notes to the Financial Statements
61 Notice of Annual General Meeting
63 Explanatory note to the Companies Act 2006
IBC Advisers
Omega Diagnostics 
Group PLC is an AIM-
quoted public company 
on the London Stock 
Exchange. Omega 
sells a wide range of 
products, primarily  
in the immunoassay,  
in-vitro diagnostics 
(IVD) market, through  
a strong distribution 
network in over 100 
countries.
Our business
Omega is one of the UK’s leading companies in the fast growing 
area of food intolerance testing and also specialises in tests for 
autoimmune diseases (including anaemia, connective tissue disease 
and renal disease), and infectious diseases (including Syphilis, TB, 
Dengue Fever, Chagas disease and Malaria). Omega has a strong 
distribution network, exporting to over 100 countries. 
Food intolerance P2
Food intolerance is an adverse reaction to some sort of food or 
ingredient that occurs every time the food is eaten, but particularly  
if larger quantities are consumed. Common offenders include milk 
products, wheat and other grains that contain gluten.
Autoimmune disease P4
Autoimmune diseases arise from an overactive immune response  
of the body against substances and tissues normally present in  
the body – i.e. the body attacks its own cells. 
Infectious disease P6
Infectious diseases are clinically evident diseases that result  
from the presence of infectious agents such as microbial agents, 
including viruses, bacteria, fungi, protozoa, multicellular parasites, 
and aberrant proteins known as prions. 
Advisers
Nominated Adviser and Broker
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London EC2R 7AS
Auditors
Ernst & Young LLP
Ten George Street
Edinburgh EH2 2DZ
Solicitors
Brodies LLP
15 Atholl Crescent
Edinburgh EH3 8HA
Share Registrar
Share Registrars Limited
Suite E
First Floor, 9 Lion and Lamb Yard
Farnham
Surrey GU9 7LL
PR
Walbrook PR Ltd
4 Lombard Street
London EC3V 9HD
Country of Incorporation 
Omega Diagnostics Group PLC
England & Wales
Registered No. 5017761 GENESI S
In Good Health
Omega Diagnostics Group PLC
Annual Report and Accounts 2010
www.omegadiagnostics.com
Omega Diagnostics Ltd
Formed in 1987, ODL specialises  
in infectious diseases, particularly  
Syphilis, TB and Dengue Fever.
www.omegadiagnostics.com
Cambridge Nutritional Sciences Ltd 
Formed in 2001, CNS provides clinical  
analysis to the general public, clinics and  
health professionals as well as supplying  
the consumer Food Detective™ test.
www.cambridge-nutritional.com
Genesis Diagnostics Ltd
Formed in 1994, Genesis is one of the  
UK’s leading manufacturers of high quality  
ELISA based diagnostic kits. The Company 
specialises in the research, development  
and production of kits to aid the diagnosis  
of autoimmune and infectious diseases, and  
for the detection of immune reactions to food.
www.elisa.co.uk 
Omega Diagnostics Group PLC
Omega House
Hillfoots Business Village
Alva FK12 5DQ
Scotland
United Kingdom
Tel: +44 (0)1259 763030 
Fax: +44 (0)1259 761853
Email: odl@omegadiagnostics.co.uk
Omega Diagnostics Group PLC Annual Report and Accounts 2010