GOLDSHIELD
Group plc  
Annual Report
and Accounts
Financial Statements for the year ended 31 March 2006 1
Contents
Page
Directors, Secretary and Advisors 2
Business Highlights 3
Chairman’s Overview 4
Chief Executive Officer’s Operating Review 5
Report of the Finance Director 8
Five Year Review 10
Directors 11
Report of the Directors 12
Corporate Governance Report 16
Corporate Social Responsibility 20
Directors’ Remuneration Report 21
Statement of Directors’ Responsibilities 26
Report of the Independent Auditor on the Consolidated Financial Statements 27
Consolidated Income Statement 29
Consolidated Balance Sheet 30
Consolidated Cash Flow Statement 31
Consolidated Statement of Changes in Equity 32
Notes to the Financial Statements 33
Report of the Independent Auditor - Company 54
Company Balance Sheet 56
Company Statement of Total Recognised Gains and Losses 57
Notes to Company’s Financial Statements 58
Notice of Annual General Meeting 63
Financial Calendar 66
Useful Information Sources for Shareholders 67 2
Company registration number: 2330913
Directors, Secretary and Advisors
Principal business address:
NLA Tower
12-16 Addiscombe Road
Croydon
Surrey CR0 0XT
Registered office:
Bensham House
324 Bensham Lane
Thornton Heath
Surrey CR7 7EQ
Directors:
P M Brown
Dr. K Hellawell (w.e.f. 15 May 2006)
A R Patel
K V Patel
A M Patel
R V Patel
M J Reardon
K O Pelton
Secretary:
S Venkateswaran
Principal bankers:
The Royal Bank of Scotland plc
280 Bishopsgate
London EC2M 4RB
Solicitors:
Jones Day
Solicitors
21 Tudor Street
London EC4Y 0DJ
Auditor:
Grant Thornton UK LLP
Registered Auditors
Chartered Accountants
Grant Thornton House
Melton Street
Euston Square
London NW1 2EP
Brokers:
Panmure Gordon & Co Limited
155 Moorgate
London EC2M 6XB
Numis Securities Limited
Cheapside House
138 Cheapside
London EC2V 6LH
Registrars:
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU 3
31 March 31 March
2006 2005
£’000 £’000
Trading results
Revenue 80,025 80,767
Profit before tax 6,807 4,503
Profit after tax 3,880 471
Proﬁt before tax is stated after charging the following items
Research and development expenditure 237 537
Amortisation costs 5,880 6,185
Impairment losses 2,992 4,623
Professional costs in connection with Serious Fraud Ofﬁce investigation and
Department of Health claim 1,651 1,004
Balance sheet
Non-current assets 32,321 40,056
Current assets 38,065 29,385
Total assets 70,386 69,441
Non-current liabilities 1,649 2,639
Current liabilities 23,265 23,513
Total liabilities 24,914 26,152
Equity 45,472 43,289
Total equity and liabilities 70,386 69,441
Shareholder returns
Earnings per share
Basic (pence) 10.5 1.3
Diluted (pence) 10.4 1.3
Dividends
Proposed dividend per share (pence) 5.1 4.5
Dividends paid during the period (pence) 6.2 4.0
Business Highlights In a demanding year Goldshield continues its development. As the Chief Executive reports in
detail, your Company has focused upon delivering a number of key near term business objectives
during the year. In this way Goldshield has created a platform for future growth. This success has
been achieved at a time when a considerable amount of management time has been absorbed by
the Department of Health case against the Company and the SFO case against both the Company
and two of its leading executives including the CEO.
Within the business we set a number of key objectives for the year; to maintain sales, to build our
cash reserves and to develop our strategy in India. All three have been achieved. As a result, our
prospects for the future look strong.
The SFO case has, ﬁnally, moved forward. While we continue to deny vigorously the SFO’s
allegations, Ajit Patel, Kirti Patel and the Company have now been charged. The next step is the
service of the prosecution case in mid-July 2006. This will be the ﬁrst opportunity that we have
had, to get a more detailed insight into the case put forward by the SFO. The legal costs
associated with both the SFO action and Department of Health claims are signiﬁcant and are
disclosed separately as exceptional items in the Income Statement and provided for where
appropriate. 
We have taken these allegations very seriously and have established an independent Board
subcommittee whose function is to consider the Company’s strategy and formal response at each
stage of the proceedings.
The Board is delighted to welcome Keith Hellawell as a Non-Executive Director and Chairman
designate. Keith’s impressive public sector experience as Chief Constable of Yorkshire and the
‘National Drugs Coordinator’ is supplemented by signiﬁcant main Board experience in large private
businesses. We look forward to beneﬁting from his experience on the main Board and Board
committees.
Peter M Brown
Chairman
26 June 2006
4
Chairman’s Overview 5
Introduction
It is my pleasure to report on the year ended 31 March 2006. I am delighted with the ﬁnancial
achievements during the year as well as progress made in operations and the future strategic
direction of the Group.
Our overall aims for the year were to maintain the current business, to build cash reserves and 
to develop new strategies to support future growth. This is the ﬁrst year that the company is
reporting in accordance with the new IFRS’s standards. For that reason, the sales and Proﬁt and
Loss accounts for previous years have been adjusted. In line with our aim for the year, I am
pleased to report that sales have been maintained at the same level as last year at £80.0 million.
Proﬁt before tax was ahead of last year at £6.8 million (2005: £4.5 million). Pre-exceptional
earnings before tax, amortisation and impairment losses (EBTA) were ahead of last year at £17.3
million (2005: £16.3 million). The exceptional costs for the year were £1.7 million (2005: £1.0
million). The net cash at the end of the year was £15.9 million (2005: £6.2 million).
Based on the results, I am pleased to announce that the Board is recommending a dividend of 5.1
pence (2005: 4.5 pence). The dividend paid during the year was 6.2 pence (2005: 4.0 pence).
In addition to maintaining and developing the current business, to be known as “Wellbeing
Products” and building cash reserves, a comprehensive review of strategic options for the future
has been completed. We have decided to extend the sphere of our activity and focus on the
market for Wellbeing services to include Wellbeing Clinics, Wellbeing Resorts and Wellbeing
Villages. These services are explained in more detail below.
The Indian economy is growing rapidly, attracting foreign direct investments at unprecedented
levels. India has been predicted to become the World’s third largest economy. Signiﬁcantly, for a
provider of healthcare services, the Indian population has a much younger age proﬁle than those of
the other large economies. With our managerial infrastructure now established in India, it makes
sense for us to concentrate our energies in this region over the next ﬁve years. Accordingly, the
overall strategy for the short to medium term will be to maintain the current Wellbeing Products
business. The initial wellbeing centres will be ﬁnanced from the Group’s existing cash ﬂows.
The last four years have been the most turbulent in our Group’s history. However, we are focusing
our resources on the business areas of the future. The Company still faces a number of
challenges; in particular we have to clear ourselves of the charges brought against the Company,
myself and Kirti Patel, by the Serious Fraud Ofﬁce. In relation to this matter, I am grateful for the
continuing support and conﬁdence shown by many shareholders as well as the Group Board
Directors. Despite these challenges, we remain conﬁdent that over the next few years the Group
will deliver signiﬁcant progress.
Operations
The emphasis during the year has been on maintaining the current business, building cash reserves
and evaluating our future options for growth. During the year we experienced failed transfers on
products earlier acquired from Wyeth. This resulted in a revenue loss in excess of £1.5 million. 
In our UK NHS business, we suffered an enforced price reduction of 7% from the Department of
Health (DoH). Despite these difﬁculties the overall sales for the year were similar to last year at
£80.0 million. Proﬁt before tax was ahead of last year at £6.8 million (2005: £4.5 million). Pre-
exceptional EBTA for the year was ahead of last year at £17.3 million (2005: £16.3 million).
The sales for our Hospitals business in Europe were £11.1 million (2005: £12.0 million), despite
loss of revenue resulting from product transfer failures. New product development has been slow
although three new products were launched during the period. One of which the Ranitidine
injection received immediate adoption via the tender system. On the other hand Autodetect and
Noseeze, two new medical devices will require more marketing and sales support to grow. Our
range of differentiated Bupivacaine epidural infusions have received DoH and NPSA endorsement
resulting in a large number of NHS trusts preparing to switch to our infusions. This should lead to
increased sales over the next few months.
The Retail Generics business recorded sales of £9.5 million as against £9.7 million last year. This
was achieved despite increased competition. Whilst volumes increased, the value and proﬁtability
declined. Going forward we will put less emphasis on volumes and greater emphasis on margins
which will result a reduction in sales revenue.
Chief Executive Officer’s Operating Review 6
Our European Retail Brands business, despite an enforced price reduction of 7% in the UK by the
DoH, has continued to deliver the expected results with sales of £32.3 million (2005: £30.9
million). Codipar, a key product has shown a steady rise in sales from £0.5 million to £1.8
million as a result of increased promotion throughout the year. Fenbid Gel range, Nitrofurantoin
Suspension, Fersamal Syrup and the Cytacon range have shown a positive growth. The launch of
Ostex, a high dose Glucosamine product in the second half of the year enhanced sales. The
Dispensing Doctor team has had another good year with sales increasing by 18%. 
Opportunities have been identiﬁed to bring some of the health food supplements into Retail
Pharmacy starting with Lubramine and Lubramine G in June 2006. Line extensions to the Mother
and Baby range are planned in the ﬁrst half of next year including our ﬁrst “device” product, the
Kamillosan baby soother thermometer, and Kamillosan nappy cream.
The North American Direct to Consumer businesses continue to be fairly ﬂat, however proﬁtability
has improved. We did marginally improve on the new customer recruitment front which has
helped stabilize the overall sales and proﬁtability. The market has become more generic in nature
and hence in the coming year we will spend time evaluating options for more branded products.
In India, where we are currently test marketing, the results have been mixed and it is too early to
comment.
Both the Country Distributor and the Third Party Services businesses continue to perform on
target. With increased resource allocation and new management teams in place, both these
businesses will see better performance during the next year or so. 
Our back ofﬁce operations in Mumbai, India are now well established. Going forward we will
maintain our regional head ofﬁce in Mumbai, which is the main commercial hub of India.
However to counteract rising inﬂation and costs that are occurring throughout India, we have
acquired more ofﬁce space in Goa for future expansion.
Future Developments
Our new initiative of building “Wellbeing Villages” across India is well under way. These villages
will cater for the Wellbeing of active people over the age of 50. Each village will have facilities
including a hospital, nursing home, restaurants, shops, along with sports and leisure amenities. 
It will also include a hotel for short stay visitors, residents’ friends and relatives. Various levels of
assistance, including domestic and nursing care will be available not just to residents of the village
but the wider community at large. Our target customers will include people from various
demographics both Indian and overseas. 
The land for the ﬁrst project, measuring over 1,000,000 square feet, has been acquired in South
Goa. The total project size, to be built in phases and subject to milestones, will be in excess of
750,000 square feet of built up area. The ﬁrst phase of over 250,000 square feet is expected to
complete before the end December 2007. 
Our aim is to build several of these Wellbeing Villages in various locations in India over the coming
years. Therefore we will commence a land acquisition programme during the next 12 months. 
The second initiative of building Wellbeing Centres across India has also commenced. The larger
Wellbeing Centres will be located in major population areas and will provide facilities to include
Health and Beauty, Homeopathic, Ayurvedic, Dental, Opthalmic, Skin, Diet, and Fitness related
services. Smaller clinics providing basic diagnostic services will strategically be located in smaller
towns and villages. 
The ﬁrst Wellbeing Centre is on target to open in Mumbai in the autumn of 2006. Based on
milestones, we expect to open a total of 24 centres and clinics in the next 36 months. The main
customer groups being targeted are corporate clients for their employees, families and local
communities and insurance companies for their clients. 
The last of the initiatives, Wellbeing Resorts, will target a new breed of medical tourist. Tourists
who are looking to combine holidays with medical services to save both time and cost. The land,
measuring about 810,000 square feet, to build the ﬁrst dedicated resort of its kind in India, has
been acquired in South Goa. This project is due to commence building by December 2006 and
the ﬁrst phase is expected to be completed by December 2007. It will house a Medical Centre,
Spa, a Hotel and Leisure Facilities. 
Chief Executive Officer’s Operating Review
(continued) 7
The ﬁrst phase of this project will provide 100 rooms with a total built up area of 150,000 square
feet with the capacity to build up to 500,000 square feet if required. The main target customers
will be European as well as wealthy Indians. Whilst wishing to take full advantage of the
opportunities within the rapidly growing Indian market your management is very conscious of the
risks of over expansion and will adopt a conservative ﬁnancing strategy. We will also seek to ensure
that the individual business models are established and viable before rolling out other sites.
As reported in my last review, we have undertaken a review of our product development. Whilst
this process is not entirely complete, we have reorganized the Group so that it is more marketing
driven. To that extent we are building a more marketing focused management team. We expect
this to be in place during 2006. Our aim is to develop more branded products with more “Fast
Moving Consumer Products” approach.
I would like to thank Peter Brown for his support and sound advice during his Chairmanship and
am pleased that he is able to continue to serve in a Non-Executive capacity. 
Current Trading and Prospects
The current business redeﬁned as, Wellbeing Products, is expected to perform at similar levels
during the next 12 months, with renewed focus on building brands. Signiﬁcant resources are now
being directed at the new initiatives whilst continuing to keep the cash ﬂow from current
business healthy.
The year ahead is very exciting and challenging. We have done extensive preliminary legal work
on both the SFO and the DoH cases in the last four years. The expected date of the hearing has
been delayed until 2008 and so we can now concentrate all our energies on building the Group’s
future and developing the new initiatives. 
Despite the difﬁculties of the past four years, all the members of the Board of your Company are
very excited about our new initiatives and their signiﬁcant prospects for growth.
Ajit Patel
Chief Executive Ofﬁcer
26 June 2006
Chief Executive Officer’s Operating Review
(continued) 8
Transition to International Financial Reporting Standards
The Group financial statements have been prepared under IFRS to the extent applicable for both,
its interim and annual results. Application of IFRS’s has necessitated restatement of certain key
parameters in the Income statement, Balance sheet and Cash flow statement and certain new
accounting policies have also been adopted.
Turnover
As expected the turnover for the year came in at £80.0 million (2005: £80.8 million).
Revenues in the UK and Western Europe were marginally lower at £71.0 million (2005: £72.5
million) primarily due to decrease in sales of healthcare products. 
Revenues in North America have remained consistent at £7.0 million (2005: £6.9 million). 
Service revenue in India has increased by 58% to £2.0 million (2005: £1.3 million) due to
increased billing from existing customers and the addition of new customers during the year.
Gross proﬁt
The Group’s gross profit for the year was £51.6 million (2005: £51.8 million). The gross margin
achieved was 64.5% (2005: 64.2%.)
Earnings and operating results
The Group Earnings Before Tax, Amortisation, Impairment and Exceptional costs was at £17.3
million (2005: £16.3 million). The reconciliation to the Group’s operating profit is given below:
2006 2005
£’million £’million
Operating profit 6.5 4.8
Amortisation 5.8 6.2
Impairment losses 3.0 4.6
Exceptional legal and professional costs 1.7 1.0
Finance income/(costs) 0.3(0.3 )
EBTA 17.316.3
The Group operating profit was £6.5 million (2005: £4.8 million) representing a margin of 8.2%
(2005: 6.0%). The operating profit is stated after charging: 
• Exceptional legal and professional fees in connection with the SFO and DOH claims aggregating
to £1.7 million. (2005: £1.0 million)
• Impairment of the carrying value of goodwill of the US, Regina business and of pharmaceutical
licences amounting to £3.0 million (2005: £4.6 million)
Research and development expenditure
Research and development expenditure incurred and written off directly to the profit and loss
account was £0.2 million (2005: £0.5 million). As at 31 March 2006 the Group does not have
any capitalised development expenditure (2005: £nil).
Report of the Finance Director 9
Taxation 
The taxation charge of £2.9 million (2005: £4.0 million) represents an effective tax rate of
43.0% (2005: 89.5%). The effective tax rate is slightly higher than the standard rate as a result
of tax losses due to impairment losses and certain non deductible expenses.
Deferred tax credit included in the tax charge was £0.5 million (2005: Deferred tax charge of
£1.3 million).
Earnings and dividend
Basic earnings per share is 10.5 pence (2005: 1.3 pence) and the diluted earnings per share is
10.4 pence (2005: 1.3 pence)
The Directors propose a dividend of 5.1 pence per share (2005: 4.5 pence). 
The dividend paid during the year was 6.2 pence (2005: 4.0 pence). The proposed dividend will
be subject to approval at the Annual General Meeting, to be held on 9 August 2006, and is
expected to be paid on 18 August 2006 to Ordinary Shareholders on the register at the close of
business on 28 July 2006.
Cash ﬂow and liquidity
During the year the Group generated £12.9 million from operating activities (2005: £13.7
million). The primary use of the operating cash was towards the payment of corporation tax and
dividends to shareholders. In addition the Group has paid £0.7 million for land and building
acquisitions in India (March 2005: £nil million).
As at 31 March 2006 the Group had liabilities in respect of deferred consideration payments due
on acquisitions of £0.2 million (2005: £0.04 million).
During the year the Group continued to consolidate its cash position and ended the year with a
cash balance of £15.9 million (2005: £6.2 million). The Group deployed it’s cash surpluses in
money market instruments, earning interest income for the year. The average rate of interest
earned was 3.8%.
Rakesh Patel
Finance Director
26 June 2006
Report of the Finance Director
(continued) 10
IFRS IFRS UK GAAP UK GAAP UK GAAP
2006 2005 2004 2003 2002
£’000 £’000 £’000 £’000 £’000
Trading results
Revenue 80,025 80,767 87,063104,920100,43 3
Operating profit 6,532 4,821 3,876 4,272 16,228
Profit before tax 6,807 4,503 3,315 3,528 15,856
Profit/(loss) after tax 3,880 471 (582) (1,452) 10,490
Balance sheet
Non-current assets 32,321 40,056 50,089 60,622 72,967
Current assets 38,065 29,385 27,603 34,765 36,391
Total assets 70,386 69,441 77,692 95,387 109,358
Non-current liabilities 1,649 2,639 589 10,926 22,424
Current liabilities 23,265 23,513 33,658 36,770 35,610
Total liabilities 24,914 26,152 34,247 47,696 58,034
Net current assets/(liabilities) 14,800 5,872 (6,055) (2,005) 781
Cash and cash equivalents 15,855 6,168 186 2,433 9,320
Equity 45,472 43,289 43,445 47,691 51,324
Shareholder returns
Earnings per share
Basic (pence) 10.5 1.3(1.6) (3 .9) 28.6
Diluted (pence) 10.4 1.3– – 28.1
Dividends
Proposed dividend per share (pence) 5.1 4.5 2.5 1.45 2.9
Dividends paid during the period (pence) 6.2 4.0 2.45 4.35 3.8
Employee numbers
Average number of employees in the year 870 831 648 407 335 
Five Year Review 11
Directors
The Directors of the Company, none of whom are related to each other, are: 
PETER BROWN FCA, FRSA, FID, FCIM, MILT , Non-Executive Chairman, joined the Board in
August 2003. He has over 20 years experience as a Company Director and is Chairman of County
Contact Centres plc, Independent Remuneration Solutions Limited and Synergy Holdings Limited
and also a director of a number of private companies.
AJIT R PATEL Bpharm, MRPharmS, Chief Executive Ofﬁcer, co-founded Goldshield in 1989.
Having qualiﬁed as a pharmacist in 1982, he opened his own retail pharmacy business in 1984,
where he gained considerable experience in sales, marketing and outsourcing.
KIRTI V PATEL Bpharm, MRPharmS, Chief Operating Ofﬁcer, co-founded Goldshield in 1989.
Having qualiﬁed as a pharmacist in 1983, with interests in the areas of bio-pharmaceutics and
clinical pharmacology, he established his own pharmacy business in 1984. He is also a member
of the Institute of Pharmacy Management International, British Institute of Regulatory Affairs and
a fellow of the Royal Society of Medicine. 
RAKESH V PATEL FCCA, Finance Director, joined Goldshield from Mercers Bryant in 1992 and
was admitted for membership of the Association of Chartered Certiﬁed Accountants in 1996. He
was appointed Finance Director of the Group in January 1998. 
AJAY M PATEL BA (Hons) MIDM, DipCIM, DipMRS, Executive Director, joined Goldshield in
1993. Prior to this he was Group Sales and Marketing Manager at Colorama Processing
Laboratories. He was appointed Executive Director in January 1998.
MIKE REARDON MBA, BSc (Hons) Executive Director, joined Goldshield in January 2000. He
has over twenty years experience with SmithKline Beecham and Gruenenthal, where he was Area
Director for Asia Paciﬁc, Middle East and Africa. More recently he has had world-wide
responsibility as Sales and Marketing Director of Porvair International. He was appointed to the
Board in June 2003.
KEN O PELTON FCMA, Independent Non-Executive Director, joined Goldshield in 1992. He has
been a Director of Rizome Limited, IPID.COM Limited, Murray Johnstone Developments Limited,
Beamtech Limited, Integrated Micro Products plc and Pharmagene plc.
DR. KEITH HELLAWELL QPM,LLB,MSc, LLD, Independent Non-Executive Director (Chairman
Designate), joined the board on 15 May 2006. He has over forty years experience in public sector
management being a former Chief Constable of two British police forces. Between 1998 and
2002, working directly to the Prime Minister, he wrote and co-ordinated the United Kingdom
national and international anti drugs policy. During this time he also advised a number of other
Governments and international bodies on drugs policies. In addition he has over eight years
experience in private sector management serving as a non-executive chairman or director of a
number of  diverse companies including:- 1998/99 Evans of Leeds (property), 2003/06 Dalkia
plc (energy) and 2004/06 Sterience Limited (sterilisation plants) both subsidiaries of the French
company Veolia Env. He is an executive consultant to a Swedish H.R. group and runs his own
small communications company. 12
The Directors present their report together with the ﬁnancial statements for the year ended 
31 March 2006.
Principal activities
The quoted company is the parent undertaking of the Group and is engaged in the development,
marketing and distribution of pharmaceutical and healthcare products. The quoted Company itself
did not trade with third parties during the year.
Results and dividends
The proﬁt before tax on ordinary activities of the Group was £6,806,956. The Directors propose 
a dividend of 5.1 pence per Ordinary Share expected to be paid on 18 August 2006 to those
members on the register at the close of business on 28 July 2006. The dividend payments during
2006 amounted to 6.2 pence per Ordinary Share comprising of an interim dividend of 1.7 pence
per Ordinary Share for 2006 paid on 13 January 2006 and a dividend of 4.5 pence per Ordinary
Share for 2005, paid on 3 August 2005.
Business review and future developments
Revenue for the year was £80.0 million compared to £80.8 million in the previous year. Proﬁt
before tax improved from £4.5 million in the previous year to £6.8 million in the current year
representing 9% of revenue. A review of the Group’s activities during the year and prospects for its
future development are detailed in the Chief Executive Ofﬁcer’s Operating Review on pages 5 to 7
and the Report of the Finance Director from pages 8 to 9, both of which form part of this report.
Financial risk management objectives and policies 
Please refer to Note 20 in the Notes to Financial Statements explaining the details on risk
management of ﬁnancial instruments.
Directors
The Directors who served during the year are set out below.
The beneﬁcial interests of the Directors and their families in the shares of the Company at 1 April
2005 and 31 March 2006, as recorded in the register maintained by the Company in accordance
with the provisions of the Companies Act 1985, were as follows:
5p Ordinary shares
31 March 2006 1 April 2005
Executive Directors
A R Patel 3,300,000 3,800,000
K V Patel 1,388,868 1,739,791
R V Patel 549,791 689,791
A M Patel 360,000 476,500
M J Reardon 1,000 1,000
Non-Executive Directors
P M Brown (Note 1) 100,000 100,000
K O Pelton 105,816 118,800
Keith Hellawell (joined on 15 May 2006) ––
Note: 1. Twenty thousand of P M Brown’s shares are owned by Synergy Holdings Limited, a company controlled by him.
As at 22 June 2006 there had been no change in Directors’ shareholdings since 31 March 2006. 
Details of Directors’ share options are set out in the Remuneration Report on page 24.
A R Patel, K V Patel and M J Reardon retire by rotation, and being eligible, offer themselves for re-
election at the Annual General Meeting.
Report of the Directors 13
P M Brown, who is over 70 years old, retires and, being eligible, offers himself for re-election at the
Annual General Meeting.
K O Pelton who joined the Board in 1992, and being eligible, offers himself for annual re-election in
accordance with Corporate Governance best practice in relation to long standing non-executive
directors.
In accordance with the Articles of Association, Dr Keith Hellawell, who was appointed by the Board
on 15 May 2006, retires, and being eligible, offers himself for re-election at the Annual General
Meeting.
Employees
At 31 March 2006 the Group employed 859 personnel of whom 120 are based in the UK, 38 in
North America, 4 in Ireland and 697 in India. The Group is an equal opportunities employer and
does not discriminate between employees on the grounds of race, ethnic origin, sex, age or disability. 
The success of the Group is dependent upon the quality and performance of its employees and the
Group continues to ensure this through continuous training and development, facilitated by Investors
in People. 
The Board acknowledges that its staff are its most important asset. It places a strong emphasis on
the training and development of its employees through ‘on the job’ training and through staff
attending courses. This is a continuous process of training and all staff regularly attend courses on
communication, planning, decision making and problem solving. In addition managers attend
courses and ‘on the job’ training on staff development, motivation, recruitment, appraisals and team
building. The Group also encourages staff to take vocational courses. 
The Group encourages all of its employees to participate in its growth and welcomes staff input at
all levels. The Group is also operating a well deﬁned performance pay scheme which is fair,
equitable, transparent and acts as a strong motivation to its staff.
Information about the Group’s activities is regularly communicated through notices and staff
meetings.
Employee sharesave scheme
An employee sharesave scheme is open to all eligible employees. Under the terms of the scheme
the Directors may offer options to purchase ordinary shares in the Company to employees who
enter into an Inland Revenue approved sharesave contract. The price of each share option was at a
discount of 20% from the market price at the date of granting the options. Options may normally
be exercised during the period of six months after the completion of the sharesave contract.
Share options
During the year the Directors granted share options to employees. Details of these are set out in note
12 to the ﬁnancial statements.
Details of the Directors’ Share Options are shown in the Directors’ Remuneration Report on page 24.
Charitable and political donations
Donations to charitable organisations amounted to £100,692 (2005: £28,236).
Donations to political organisations amounted to £nil (2005: £nil).
Directors’ responsibilities
The Directors’ responsibilities are contained in the statement of Directors’ Responsibilities
Report of the Directors
(continued) 14
Substantial shareholders
As at 17 May 2006 the Company has been advised of the following holdings, in addition to those of
the Directors disclosed above, of 3% or more of the nominal value of the Company’s shares:
Name Shareholding %
Schroder Investment Management Limited 9,590,475 25.8%
Halifax Share Dealing Services 3,164,005 8.5%
Hermes Assured Limited 2,778,368 7.5%
Barclays Global Investors 2,396,615 6.5%
Axa Rosenberg 1,388,429 3.7%
Legal & General 1,329,919 3.6%
Payment policy and practice
It is the Group’s policy to settle the terms of payment with suppliers when agreeing the terms of the
transaction to ensure that suppliers are aware of these terms. In general the trading terms entered
into are payment at the end of the month following the month of invoice. Trade creditors due at the
year end amount to 45 days purchases (2005: 47 days).
Research and development
Details of research and development expenditure are shown in the Report of the Finance Director on
page 8 under research and development expenditure.
Auditors
Grant Thornton UK LLP offer themselves for re-appointment as auditors in accordance with Section
385 of the Companies Act 1985.
Annual General Meeting
It is proposed that the next AGM be held on 9 August 2006, at 10.30 am, notice of which is set
out on pages 63 to 65. In addition to the proposed resolutions to receive the Report and Accounts,
declare a dividend, re-appoint Directors in accordance with the Company’s Articles of Association, to
appoint Grant Thornton UK LLP as Auditors and to authorise the Directors to ﬁx the Auditors’
remuneration; and to approve the Remuneration Report, it is proposed that the following business
be transacted:
Directors’ authority to allot securities (Resolution 11 – Ordinary resolution)
The Directors seek to renew this authority each year at the AGM. The effect of resolution 11 is to
grant to the Directors authority to allot new securities limited to a maximum amount of £619,000
representing approximately one third of the Company’s issued share capital as at 31 March 2006
(being the date of the Company’s last Annual Accounts). This renewed authority would remain in
force for 15 months from the passing of the resolution or, if earlier, the next AGM.
Disapplication of pre-emption rights (Resolution 12 – Special resolution)
The Directors seek to renew this authority each year at the AGM. Under the Companies Act 1985,
shareholders have “rights of pre-emption” in relation to the issue of equity securities. This means
that if new shares in the Company are to be offered for subscription for cash they must ﬁrst be
offered to the existing shareholders in proportion to their holdings at the time of such offer. The
Companies Act requires that the Directors seek the approval of the shareholders if they wish to
disapply these rights. The Directors are seeking authority to disapply pre-emption rights over
1,856,331 equity securities, representing approximately 5% of the issued share capital of the
Company as at 31 March 2006. This renewed authority would remain in force for 15 months from
the passing of the resolution or, if earlier, the next AGM.
Report of the Directors
(continued) 15
Company’s authority to purchase its own shares (Resolution 13 – Special resolution)
The Directors are seeking to renew the authority for the Company to purchase in the open market up
to 10% of the issued share capital of the Company. The Company undertakes that it will, if the
resolution is passed, only exercise such authority to buy back its own shares if such purchase would
have the effect of increasing the earnings per share and if they believed that to do so would be in
the best interests of the shareholders generally. If the resolution is passed the Company will be
authorised to buy in one transaction or any number of transactions an aggregate maximum of
3,712,661 shares, representing approximately 10% of the issued share capital of the Company as
at 22 June 2006 (being the latest practicable date prior to publication of the Notice of AGM). 
The maximum price the Company will be permitted to pay will be equal to 5% above the average
middle market quotations for the ﬁve business days preceding the transaction and the minimum
price will be 5 pence (being the nominal value of the shares).
The total number of options to subscribe for ordinary shares outstanding as at 22 June 2006 was
2,351,890, representing approximately 6.3% of the issued share capital of the Company at such
date. If the authority to purchase shares were to be exercised in full, the total number of options to
subscribe for ordinary shares outstanding as at 22 June 2006 would represent 2.8% of the issued
share capital (assuming no other further ordinary shares were issued after that date).
BY ORDER OF THE BOARD
S Venkateswaran
Secretary
26 June 2006
Report of the Directors
(continued) 16
Corporate Governance Report
Application of principles
The Group is committed to applying the best principles of Corporate Governance. The Group has applied
the principle of Good Governance contained in the Combined Code to the extent they are consistent with
its size. The Compliance Statement is given under the Combined Code 2003 (the FRC Code).
Compliance statement
The Company has complied throughout the year with the Code provisions set out in section 1 of the
Combined Code with the following exceptions:
During the year under review the company only had a single independent non-executive director and
two members of the audit committee and remuneration committee, one of whom is the Chairman and
was therefore in breach of provisions of A.3.2, B.2.1 and C.3.1. However, the Company has since
appointed a third non-executive director on 15 May 2006 thereby complying with the above provisions.
For the said appointment we conducted a search through an external agency. 
While the Board has introduced a scientiﬁc process of evaluating the performance of the Executive
Directors with an appropriate performance pay scheme with reference to the proﬁt and loss account of
different Business and Operation Units under their respective control, it is yet to introduce a process for
evaluating the performance of the Committees and Independent directors (provision A.6.1). It is
intending to work towards introducing an appropriate evaluation process.
Board composition
The Company is controlled through its Board of Directors. The Board comprises the non-executive
chairman and two other non-executive directors (whom the Board considers to be independent), the
chief executive and four executive directors. The Board’s main roles are to create value to shareholders,
to approve the Company’s strategic objectives and to ensure that the necessary ﬁnancial and other
resources are made available to enable them to meet those objectives. Speciﬁc responsibilities reserved
to the Board include: setting Group strategy, reviewing operational and ﬁnancial performance, approving
major acquisitions, divestments and capital expenditure; approving appointments to the Board and the
Company Secretary, approving policies relating to Director’s remuneration and the severance of
Directors’ contracts; and ensuring that a satisfactory dialogue takes place with shareholders.
The executive directors of the Board are:
Ajit R Patel
Kirti V Patel
Rakesh V Patel
Ajay M Patel
Mike Reardon
All the above executive directors submit themselves for re-election at least every three years and at the
ﬁrst AGM after appointment. 
The non-executive directors are Ken Pelton, Dr. Keith Hellawell and Peter Brown, who is also Chairman
of the Group.
Ken Pelton, the Senior independent non-executive director, has been associated with the Group for more
than 9 years and therefore submits himself for annual re-election in accordance with good corporate
governance principles. Although this length of service does not meet one of the criteria for Director
Independence under the Code, the Board considers that Ken Pelton meets all the other criteria and the
Chairman is satisﬁed that he acts as an independent and effective Director.
Peter Brown, is over 70 years old and therefore retires and, being eligible, offers himself for re-election
at the Annual General Meeting.
In accordance with the Articles of Association, Dr. Keith Hellawell, who was appointed by the Board on
15 May 2006, retires, and being eligible, offers himself for re-election at the Annual General Meeting. 
The Board met seven times during the year under review. At each meeting the Board receives reports
from the chief executive, the ﬁnance director, other directors and senior management as required.
The Board has four Committees, whose terms of reference can be inspected by prior arrangement at
Goldshield’s ofﬁce in Croydon. 17
Warfarin Working Party
Ken Pelton (Chairman)
Peter Brown 
Dr. Keith Hellawell (w.e.f. 15 May 2006)
Mike Reardon (Secretary)
Rakesh Patel
Ajay Patel
The Warfarin Working Party has been formed with delegated powers from the Board to manage the
Warfarin litigation on a day to day basis and to ensure that the Company’s interests are separated
from those of the Chief Executive, A R Patel and K V Patel who are charged as individuals. The
Warfarin Working Party is responsible for the selection of legal advisers to represent the Company in
both the civil and criminal cases and these advisers cannot represent any of the Directors as
individuals.
Audit Committee
Ken Pelton (Chairman)
Peter Brown
Dr. Keith Hellawell (w.e.f. 15 May 2006)
The Audit Committee’s duties include reviewing the external audit arrangements, including the scope,
results and cost effectiveness of the audit, any changes in accounting policies and procedures, the
judgmental decisions affecting ﬁnancial reporting, compliance with accounting standards and with the
Companies Act and considering the Auditors’ comments on internal controls and management’s
response. The Audit Committee monitors the nature and extent of non-audit services provided by
the Auditors to ensure their independence and objectivity is maintained. 
Audit Committee meetings are also attended by invitation by representatives of the Group’s auditors,
the Company Secretary and the Finance Director. The Committee considers the Group’s annual and
interim ﬁnancial statements and any questions raised by the auditors on the statements and
ﬁnancial systems.
During the year, the Audit Committee met four times and reviewed the Group’s draft ﬁnancial
statements and interim results statement prior to Board approval and considered the external
auditors’ detailed reports thereon. The Committee also reviewed the performance of the in-house
internal audit function.
The Group’s auditors, Grant Thornton UK LLP , provide some non-audit services. The majority of
non-audit work are compliance services on the various taxation issues within the Group, and do not
compromise their independence as auditors. The level of non-audit fees (which are less than the
audit fees) are reviewed annually by the Committee.
Remuneration Committee
Peter Brown (Chairman)
Ken Pelton
Dr. Keith Hellawell (w.e.f. 15 May 2006)
The Remuneration Committee met twice in the ﬁnancial year and determined the Directors’
remuneration and the issue of share options. None of the Committee members have any personal
ﬁnancial interest in the matters to be decided (other than as shareholders), nor potential conﬂicts of
interest arising from cross-directorships nor any day to day involvement in the running of the
business. The Committee consults with the Board about its proposals and has access to
professional advice from inside and outside the Group.
Corporate Governance Report
(continued) Nomination Committee
Peter Brown (Chairman)
Ajit R Patel
Ken Pelton
Dr. Keith Hellawell (w.e.f. 15 May 2006)
The Nomination Committee meets as required to select and recommend suitable candidates to the
Board for both executive and non-executive appointments. The Nomination Committee
recommended Dr.Keith Hellawell for appointment as Non-Executive Director – Chairman Designate.
The number of of Non-Executive Directors now stand at 3, complying with the provision of
Combined Code 2003 (The FRC Code) 
The number of full scheduled Board meetings and committee meetings attended by each Director
during the year was as follows:
Name of the Scheduled Audit Remuneration Nomination
Director Board Meetings Committee Meetings Committee Meetings Committee Meetings
Peter Brown - Chairman 7 / (7) 4 / (4) 2 / (2) 2 / (2)
Ajit Patel - CEO 7 / (7) n/a n/a 2 / (2)
Kirti Patel 7 / (7) n/a n/a n/a
Rakesh Patel 7 / (7) n/a n/a n/a
Ajay M Patel 7 / (7) n/a n/a n/a
Mike Reardon 7 / (7) n/a n/a n/a
Ken Pelton 7 / (7) 4 / (4) 2 / (2) 2 / (2)
Dr. Keith Hellawell n/a n/a n/a n/a
Figure in brackets indicate maximum number of meetings in the period in which the individual was a board member
n/a - indicates not applicable
Shareholder relations
The Chairman, the Chief Executive and the Finance Director meet and telephone institutional
shareholders to discuss the Group’s strategy and ﬁnancial performance. Efforts are made to keep
shareholders informed through analysts’ meetings, road shows and soundings taken from individual
shareholders as and when required.
All shareholders can gain access to information about the Group, including the annual report,
through the Goldshield website www.goldshieldplc.com.
Risk management and internal controls
The Directors acknowledge their responsibility for the Group’s system of internal controls. The intent
is to manage risk rather than eliminate it and controls cannot provide an absolute assurance against
material misstatement or loss.
The key features of the Group’s systems of internal controls are as follows:
• Control environment: short and direct lines of responsibility are designed to ensure that business
risks are communicated for prompt review. The performance of each business unit is reviewed at
regular monthly meetings. The full Board also reviews the same at regular Board meetings held at
least six times each year. A period of at least ﬁve days each year is set aside for strategic planning
and assessment of risks affecting the Group attended by senior managers from all parts of the
Group. In addition, a meeting of Unit Heads is held at least two times in a year, when matters of
strategic importance are discussed with speciﬁc emphasis on training and development.
• Operating procedures: key ﬁnancial controls are documented as operating procedures setting out
responsibilities and ﬁnancial authority levels.
• Budgeting: a comprehensive budgeting procedure is followed by business units. The CEO presents
an annual forecast at Group Level for discussion and agreement by the Board.
Corporate Governance Report
(continued)
18 19
Corporate Governance Report
(continued)
• Information systems: the Group’s accounting systems are backed up and scaleable to meet
business needs. Sufﬁcient precautions are taken to retain the processed data in an off-site
location, which forms part of the disaster recovery program followed by the company.
A regular review takes place with the Company’s insurance brokers to assess the adequacy of the
Group’s insurance cover in the face of operational and other risks of the business.
The Board fully recognises the importance of adopting appropriate risk and control measures. The
Audit Committee has reviewed the annual report from the in-house internal audit function and is
satisﬁed with the scope and quality of audit work taken up in different areas of operational controls.
Some aspects of the internal audit programme are on going and these will be covered in the current
ﬁnancial year.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future. For this reason they
continue to adopt the going concern basis in preparing the ﬁnancial statements. An explanation of
the Group’s cash ﬂow position at 31 March 2006 is set out in the Report of the Finance Director. Goldshield is committed to being a socially responsible corporate citizen.
Environment
Common sense measures to save energy and ﬁnite resources are taken where practicable; in
particular relating to controlled use of energy, paper and other resources. The Board does not
consider it appropriate to implement a detailed environmental policy for its activities given that it
does not itself manufacture products. The Board does however share current concerns on
environmental issues and will where possible ensure that its activities are carried out in an
environment friendly manner.
Health and safety
The Board aims to take due and proper care of risks to the health, safety and welfare of its
employees; taking account of the differences that apply to legislative requirements in the different
countries where it operates. Particular attention is paid to ﬁre drills and other safety procedures in
establishments operated by the Group.
Ethics
The Group has policies on business practices, receipt of gifts, use of the internet and whistleblowing.
The Group realises that its reputation depends on adopting ethical and socially responsible
procedures and will encourage adoption of employment, health and safety and other appropriate
procedures to meet this objective.
Employment
The Group employs over 859 employees worldwide based in the United Kingdom, India, Ireland and
the USA. Our success depends on the skills and attitude of our employees. Our human resource
strategies are aimed at ensuring that employees are trained to be competent to fulﬁl their roles and
with an opportunity to develop to their full potential. Emphasis is placed on sharing knowledge for
the beneﬁt of employees and the Group.
The Group operates in an international market and we believe it is important for all employees to be
treated with dignity and respect. Decisions relating to recruitment, development, promotion and
training of individual employees are based on an objective assessment of skills and attitudes and job
requirements. To this end a system of 360 degree appraisals is already in place to supplement the
existing one to one appraisal procedures.
Community involvement
Employees are encouraged to make contributions to charities and other community causes and
collections are regularly made for charitable purposes. Goldshield donated drugs amounting to
£79,027 of Antigen and Goldshield Products which were supplied to the WHO in Islamabad for the
relief effort in the Kashmir earthquake zone.
20
Corporate Social Responsibility 21
Directors’ remuneration
The Group recognises that Directors’ remuneration is of legitimate concern to the shareholders 
and is committed to following current best practice. 
Section 1: Information not subject to audit
The Remuneration Committee
Main Board Directors’ remuneration is determined by the Committee, which also has an overview
of incentive payments and option issues to other members of the Company.
None of the Committee has any personal ﬁnancial interest in the matters to be decided other than
as shareholders, potential conﬂicts of interest arising from cross directorships or any day-to-day
involvement in the running of the business. The Committee invites the Chief Executive and other
Executives to attend its meetings when it is appropriate to get their advice on the issues under review.
The Remuneration Committee is chaired by Peter Brown the Chairman of the Company.
Policy on Directors’ remuneration
The Committee aims to ensure that Directors’ remuneration is fair and in line with market rates 
in somewhat similar companies. Incentive schemes are designed to provide rewards for achieving
objectives that will increase shareholder value. 
There are three elements to the remuneration package:
• Basic annual salary and pension contributions
• Share option incentives
• Cash bonuses
Executive Directors’ basic salaries are reviewed annually by the committee which takes into
account salary levels of comparable companies. Salaries were last reviewed in June 2006 when it
was decided to give average increases to executive directors of 7.1%.
It is the Committee’s general strategy to pay salaries at or slightly below median levels with
increased remuneration coming from cash bonuses and the increase in value of the options held
by each Executive Director.
Executive directors are entitled to participate in the Company’s share option scheme and options
are granted at the discretion of the Remuneration committee. Share options issued to directors are
exercisable subject to meeting performance criteria with regard to growth in EPS and Turnover.
In establishing salary and bonus levels the Company considers the average remuneration packages
paid by all the listed UK companies with similar market capitalisations in the pharmaceutical and
healthcare sectors.
During the year 50,000 additional options were granted to M J Reardon.
Non-executive directors remuneration is set by the Board as a whole. All Non-executive Directors
are subject to six month notice provision. Their remuneration is shown in the table on page 23.
We have been asked by shareholders to give specific information on the following points: 
There is no minimum shareholding requirement for any director, although we obviously encourage
directors to buy shares in addition to any option entitlements.
The performance criteria for Executive Directors’ bonuses are meeting or exceeding the profit budgets
of the units for which they are responsible under our de-centralised management style.
For the Chief Executive they are meeting or exceeding the EBITDA and profit expectations in the
Company’s business plan and the market. The Remuneration Committee have discretion to vary,
increase or decrease bonuses that are mechanistically produced by these formulas.
The cap on the total options in issue is 10% of issued equity provided the excess over 5% are
issued as Super five years before encashment options, with very demanding performance conditions,
none have been issued to date. The size of any Executive’s option holding is 4 x salary in normal
and up to 8 x salary in Super options.
If there is a change of control, share options become encashable and compensation payments for
loss of office for all main Board Directors are nine, rather than six months; significantly less than the
twelve months that is standard for most UK quoted plc groups.
Directors’ Remuneration Report 22
Directors’ Remuneration Report
(continued)
Remuneration strategy throughout the Group
As shareholders realise a very high percentage of the management team now operate out of
Mumbai. The Chief Executive’s strategy with the support of the Remuneration Committee is to
ensure that support departments and sales units operate as if they were independent entities with
performance schemes structured for the delivery of commercial targets. This strategy is beginning
to work as managers used to a more generalised incentive structure begin to realise that decisions
concerning their individual operations make a very big difference to the potential bonus available
at the end of the year.
Main Board performance payments are decided by the Committee based upon the overall
performance of the Company and the achievement of targets by units answering to that director.
The Company contributes to Executive Directors’ money-purchase pension plans and provides a
range of health insurance beneﬁts for directors. Our normal retirement age is 60. The Company’s
contracts of service or letters of appointment are for a six monthly renewable period which is
rather shorter than the one year maximum required by the Combined Code.
Compensation Other
payable provisions
Date of Unexpired Notice on early on early
Contract Term period termination termination
P M Brown 4 August 2003 6 months 6 months Contractual only None
A R Patel 5 April 2006 6 months 6 months Contractual only None
K V Patel 5 April 2006 6 months 6 months Contractual only None
R V Patel 5 April 2006 6 months 6 months Contractual only None
A M Patel 5 April 2006 6 months 6 months Contractual only None
K O Pelton 1 April 1992 6 months 6 months Contractual only None
M J Reardon 5 April 2006 6 months 6 months Contractual only None
Given the short notice periods applicable, mitigation issues are unlikely to arise.
Performance graph
We show above the performance graph comparing Goldshield’s Total Shareholders’ Return (TSR)
GOLDSHIELD GROUP - TOT RETURN IND           
FTSE SMALL CAP PRICE - TOT RETURN IND
120
140
2001 2002 2003 2004
Source: DATASTREAM
Year
Relative Index
2005 2006
100
80
60
40
20
0 23
compared to the TSR of the FTSE Small Cap Index. TSR is deﬁned as the percentage change over
the period, assuming re-investment of income and funding of liabilities.
The company is a member of the FTSE Small Cap Index; this is considered to be the most
appropriate comparator group. TSR has been calculated on a one month’s averaging basis in order
to reduce volatility associated with spot prices.
Section 2: Information subject to audit
Directors’ emoluments
Shares
Taxable Bonus received as  Consultancy
Salary beneﬁts Payable remuneration Fees Pension Total
2006 2006 2006 2006 2006 2006 2006
Executive Directors £ £ £ £ £ £ £
A R Patel 408,348 3,809 65,000 –– – 477,157
K V Patel 229,822 4,476 20,000 –– 22,982 277,280
R V Patel 210,326 3,922 20,000 –– 21,032 255,280
A M Patel 195,459 4,275 20,000 –– 19,546 239,280
M J Reardon 191,458 5,651 25,000 –– 19,146 241,255
Non-Executive Directors
P M Brown 55,500 –– – 5,500 – 61,000
K O Pelton (Note 1) –– 74,024 –– 74,024
1,290,913 22,133 150,000 74,024 5,500 82,706 1,625,276
Notes:
(1) K O Pelton received his remuneration for the financial years ended 31 March 2004 and 31 March 2005 in shares, with
27,016 ordinary shares issued to him in the year under review with a value of £74,024
Shares
Taxable Bonus received as  Consultancy
Salary beneﬁts Payable remuneration Fees Pension Total
2005 2005 2005 2005 2005 2005 2005
Executive Directors £ £ £ £ £ £ £
A R Patel 385,021 5,233 60,000 –– – 450,254
K V Patel 211,469 6,064 22,000 –– 20,747 260,280
R V Patel 197,407 5,072 18,000 –– 17,000 237,479
A M Patel 179,339 5,541 18,000 –– 19,500 222,380
M J Reardon 160,152 5,477 22,000 –– 15,497 203,126
Non-Executive Directors
P M Brown (Note 1) 12,000 –– 102,800 5,000 – 119,800
K O Pelton (Note 2) –– – 3,625 – 3,625
R J Race* 8,958 –– – – – 8,958
1,154,346 27,387 140,000 102,800 8,625 72,744 1,505,902
*Resigned during the previous year
Notes:
(1) P M Brown received part of his remuneration in shares, with 40,000 ordinary shares issued to him in the year under
review with a value of £102,800.
(2) K O Pelton received no fees for his services as a Director. The K O Pelton Partnership of which K O Pelton is a partner
receives fees for providing consultancy services.
The Company contributes to Executive Directors’ money purchase pension plans and provides a
range of health insurance and car beneﬁts. The normal retirement age is 60.
Directors’ Remuneration Report
(continued) 24
Directors’ share options
The interests of the Directors in options over ordinary shares during the year were as follows:
Exercise Date from
At start At end price which Expiry
Scheme of year Granted Cancelled Exercised of year (pence) exercisable Date
A R Patel
Unapproved 330,000 – – – 330,000 180 3 Jun 2001 2 Jun 2008
Unapproved 72,308 – – – 72,308 640 11 Jan 2005 10 Jan 2010
Unapproved 39,000 – – – 39,000 686 18 July 2006 17 July 2011
Unapproved 84,973– – –84,9733 6623 July 200722 July 2012
Sharesave 6,013– – – 6,013275.21 Aug 20073 1 Jan 2008
532,294 – – – 532,294
K V Patel
Unapproved 170,000 – – – 170,000 180 3 Jun 2001 2 Jun 2008
Unapproved 38,462 – – – 38,462 640 11 Jan 2005 10 Jan 2010
Unapproved 28,000 – – – 28,000 686 18 July 2006 17 July 2011
Unapproved 53,552 – – – 53,552 366 23 July 2007 22 July 2012
Sharesave 3,452 – – 3,452 – 275.2 1 Aug 2005 31 Jan 2006
293,466 –– 3,452 290,014
R V Patel
Unapproved 100,000 – – – 100,000 180 3 Jun 2001 2 Jun 2008
Unapproved 30,769 – – – 30,769 640 11 Jan 2005 10 Jan 2010
Unapproved 25,000 – – – 25,000 686 18 July 2006 17 July 2011
Unapproved 46,448 – – – 46,448 366 23 July 2007 22 July 2012
Sharesave 6,013– – – 6,013275.21 Aug 20073 1 Jan 2008
208,230 – – – 208,230
A M Patel
Unapproved 135,000 – – – 135,000 180 3 Jun 2001 2 Jun 2008
Unapproved 30,769 – – – 30,769 640 11 Jan 2005 10 Jan 2010
Unapproved 22,000 – – – 22,000 686 18 July 2006 17 July 2011
Unapproved 43,716 – – – 43,716 366 23 July 2007 22 July 2012
Sharesave 6,531 – – – 6,531 275.2 1 Aug 2009 31 Jan 2010
238,016 –– – 238,016
M J Reardon
Unapproved 11,270 – – – 11,270 366 23 July 2005 22 July 2012
Unapproved 9,677 – – – 9,677 196 4 Aug 2006 3 Aug 2013
Sharesave 12,638 – – – 12,638 126 1 Sept 2008 28 Feb 2009
Unapproved 11,270 – – – 11,270 366 23 July 2007 23 July 2012
Unapproved 14,193– – –14,1931964 Aug 20083 Aug 2013
Unapproved 33,180 – – 33,180 260.7 26 July 2007 25 July 2014
Unapproved 33,180 – – 33,180 260.7 26 July 2009 25 July 2014
Unapproved – 25,000 – 25,000 270 21 July 2008 22 July 2015
Unapproved – 25,000 – 25,000 270 21 July 2010 22 July 2015
125,408 50,000 –– 175,408
No share options have been granted to the Non-Executive Directors.
The options granted under the unapproved share scheme were allotted as part of the remuneration 
package for nil consideration.
The market price of the ordinary shares at 31 March 2006 was 290 pence and the range during
the year ended 31 March 2006 was 264 pence to 396 pence.
Directors’ Remuneration Report
(continued) 25
Equity incentives for Directors and employees
The Company has three share option schemes:
• The ‘existing scheme’
Share options granted to employees prior to the ﬂotation of the Company.
• The ‘unapproved scheme’
The ‘unapproved scheme’ was introduced at the time of listing in 1998. Under this scheme
options have been granted to Executive Directors and other employees.
• Employee sharesave scheme
The Company established an Inland Revenue approved savings related sharesave scheme 
in 1998. These options are capable of exercise after either three, five or seven years at the
employees’ choice on the date of entering the contract.
On behalf of the Board
P M Brown
Chairman of the Remuneration Committee
26 June 2006
Directors’ Remuneration Report
(continued) 26
The directors are responsible for preparing the Annual Report and the Group financial statements in
accordance with applicable law and International Financial Reporting Standards as adopted by the
European Union and the parent company financial statements in accordance with applicable law
and UK generally accepted accounting principles.
Company law requires the Directors to prepare financial statements for each financial year 
which give a true and fair view of the state of affairs of the Group and the Company and of the 
proﬁt or loss of the Group for that period. In preparing those financial statements, the Directors are 
required to:
• select suitable accounting policies and then apply them consistently
• make judgements and estimates that are reasonable and prudent
• state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the ﬁnancial statements
• prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume
that the Group will continue in the business
The Directors are responsible for keeping proper accounting records, for safeguarding the assets 
of the Group and for taking reasonable steps for the prevention and detection of fraud and other
irregularities and to ensure that the ﬁnancial statements comply with the Companies Act 1985. They
are responsible for ensuring that the Annual Report includes information required by the Listing
Rules of the Financial Services Authority.
A copy of the financial statements of the Group is placed on the Goldshield website. 
The maintenance and integrity of the website is the responsibility of the directors and the work
carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors
accept no responsibility for any changes that may have occured to the financial statements since
they were initially presented on the website.
In so far as the directors are aware:
• there is no relevant audit information of which the Company’s auditors are unaware;
and
• the directors have taken all steps that they ought to have taken to make themselves aware of
any relevant audit information and to establish that the auditors are aware of that information.
Statement of Directors’ Responsibilities 27
We have audited the Group financial statements of Goldshield Group plc for the year ended 
31 March 2006 which comprise the Consolidated Income Statement, the Consolidated Balance
Sheet, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity,
and notes 1 to 25. These Group financial statements have been prepared under the accounting
policies set out therein.
We have reported separately on the parent company financial statements of Goldshield Group plc
for the year ended 31 March 2006 and the information in the Directors’ Remuneration Report that
is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235
of the Companies Act 1985. 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 auditors’ 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
The directors’ responsibilities for preparing the Annual Report and the Group financial statements in
accordance with United Kingdom law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the Group financial statements in accordance with relevant legal and
regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the Group financial statements give a true and fair view,
whether the Group financial statements have been properly prepared in accordance with the
Companies Act 1985 and Article 4 of the IAS Regulation and whether the information given in the
Directors’ Report is consistent with the financial statements. We also report to you if, in our opinion,
the company has not kept proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law regarding directors’
remuneration and other transactions is not disclosed.
We review whether the Corporate Governance Report reflects the company’s compliance with the
nine provisions of the 2003 FRC Combined Code specified for our review by the Listing Rules of the
Financial Services Authority, and we report if it does not. We are not required to consider whether
the Board’s statements on internal control cover all risks and controls, or form an opinion on the
effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with
the audited Group financial statements. The other information comprises only the Directors,
Secretary and Advisors, the Business Highlights, Chairman’s Overview, Chief Executive Officer’s
Operating Review, Report of the Finance Director, Five Year Review, Directors, Report of the
Directors, Corporate Governance Report, Corporate Social Responsibility and the unaudited part of
the Directors’ Remuneration Report. We consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the Group financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland)
issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the Group financial statements. It also includes an
assessment of the significant estimates and judgments made by the directors in the preparation of
the Group financial statements, and of whether the accounting policies are appropriate to the
Group’s circumstances, consistently applied and adequately disclosed.
Report of the Independent Auditor on the
consolidated financial statements to the 
Members of Goldshield Group plc 28
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the Group financial statements are free from material misstatement, whether caused by fraud
or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the Group financial statements.
Opinion
In our opinion:
• the Group financial statements give a true and fair view, in accordance with IFRSs as adopted
by the European Union, of the state of the Group’s affairs as at 31 March 2006 and of its profit
for the year then ended; 
• the Group financial statements have been properly prepared in accordance with the Companies
Act 1985 and Article 4 of the IAS Regulation; and 
• the information given in the Directors’ Report is consistent with the financial statements for the
year ended 31 March 2006.
Separate opinion in relation to IFRSs
As explained in Note 1 to the Group financial statements, the Group in addition to complying with
its legal obligation to comply with IFRSs as adopted by the European Union, has also complied with
the IFRSs as issued by the International Accounting Standards Board.
In our opinion the Group financial statements give a true and fair view, in accordance with IFRSs,
of the state of the Group’s affairs as at 31 March 2006 and of its profit for the year then ended.
GRANT THORNTON UK LLP
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
LONDON
26 JUNE 2006
Report of the Independent Auditor on the consolidated
financial statements to the Members of Goldshield Group plc
(continued) 29
Consolidated Income Statement 
for the year ended 31 March 2006
Before Before
impairment impairment
and and
Notes exceptional Exceptional Total exceptional Exceptional Total
items items Impairment 2006 items items Impairment 2005
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 2 80,025 – – 80,025 80,767 – – 80,767
Cost of sales (28,429) – – (28,429) (28,947) – – (28,947)
Gross proﬁt 51,596 – – 51,596 51,820 – – 51,820
Distribution costs (4,912) – – (4,912) (3,824) – – (3,824)
Impairment losses 7 – – (2,992) (2,992) – – (4,623) (4,623)
Exceptional legal and 
professional costs – (1,651) – (1,651) – (1,004) – (1,004)
Other administrative expenses (35,509) – – (35,509) (37,548) – – (37,548)
Administrative expenses (35,509) (1,651) (2,992) (40,152) (37,548) (1,004) (4,623) (43,175)
Operating proﬁt 311,175 (1,651) (2,992) 6,532 10,448 (1,004) (4,623) 4,821
Finance costs 5 (6) – – (6) (358) – – (358)
Finance income 5 281 – – 281 40 – – 40
Proﬁt before tax 11,450 (1,651) (2,992) 6,807 10,130 (1,004) (4,623) 4,503
Income tax expense 6 (3,422) 495 – (2,927) (4,333) 301 – (4,032)
Proﬁt after tax 8,028 (1,156) (2,992) 3,880 5,797 (703) (4,623) 471
Attributable to shareholders 
of parent 8,028 (1,156) (2,992) 3,880 5,797 (703) (4,623) 471
Attributable to minority interest – – – – – – – – 
Earnings per share
Basic (pence) 14 10.5 1.3
Diluted (pence) 14 10.4 1.3
Dividends
Proposed dividend per 
share (pence) 15 5.1 4.5
Proposed dividend (£’000) 15 1,8931,668
Dividends paid during 
the period (pence) 6.2 4.0
Dividends paid during 
the period (£’000) 2,300 1,482
The accompanying accounting policies and notes form an integral part of these financial statements. 30
Notes 2006 2005
£’000 £’000
Assets
Non-current
Goodwill 7 10,237 11,308
Other intangible assets 7 19,515 26,789
Property, plant and equipment 8 1,612 1,118
Deferred tax assets 13 957 841
32,321 40,056
Current
Inventories 9 11,530 11,301
Trade and other receivables 10 10,680 11,916
Cash and cash equivalents 11 15,855 6,168
38,065 29,385
Total assets 70,386 69,441
Equity
Equity attributable to shareholders of Goldshield Group plc
Share capital 12 1,856 1,854
Share premium 21,485 21,359
Translation reserve (90) (400)
Retained earnings 22,221 20,370
45,472 43,183
Minority interest – 106
Total equity 45,472 43,289
Liabilities
Non-current
Deferred tax liabilities 13 1,649 2,639
1,649 2,639
Current
Provisions 16 1,278 918
Trade and other payables 17 15,677 16,161
Other liabilities 18 2,816 2,995
Current tax liabilities 3,494 3,439
23,265 23,513
Total liabilities 24,914 26,152
Total equity and liabilities 70,386 69,441 
The financial statements were approved by the Board of Directors on 26 June 2006 and signed on their behalf by:
Ajit Patel, Chief Executive Officer
Rakesh Patel, Finance Director
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated Balance Sheet 
as at 31 March 2006 31
Consolidated Cash Flow Statement 
for the year ended 31 March 2006
2006 2005
Note £’000 £’000
Cash ﬂows from operating activities
Result for the period before tax 6,807 4,503
Depreciation 512 651
Amortisation 5,880 6,185
Impairment losses 2,992 4,623 
Equity settled share options 121 72
Profit on disposal of tangible fixed assets – (96)
Finance costs 6358
Finance income (281) (40)
16,037 16,256
Increase/(decrease) in inventories (229) 2,690
Decrease in trade and other receivables 1,236 1,510
Decrease in provisions, trade payables and other liabilities (243) (1,097)
Taxes paid (3,921) (5,670)
Net cash from operating activities 12,880 13,689
Cash ﬂows from investing activities
Additions to property, plant and equipment (963) (639)
Additions to other intangible assets (225) –
Proceeds from disposals of property, plant and equipment – 282
Purchase of businesses and deferred consideration (35) (75)
Interest received 281 40
Net cash from investing activities (942) (392)
Cash ﬂows from ﬁnancing activities
Repayment of bank loans – (5,500)
Proceeds from share issue 55 25
Interest paid (6) (358)
Dividends paid (2,300) (1,482)
Net cash from ﬁnancing activities (2,251) (7,315)
Net increase in cash and cash equivalents 9,687 5,982
Cash and cash equivalents at beginning of period 6,168 186
Cash and cash equivalents at end of period 11 15,855 6,168
The accompanying accounting policies and notes form an integral part of these financial statements. 32
Consolidated Statement of Changes in Equity 
for the year ended 31 March 2006
Equity attributable to equity holders of Minority Total
Goldshield Group plc interest equity
Share Share Translation Retained 
capital premium reserve earnings
£’000 £’000 £’000 £’000 £’000 £’000
Balance 1 April 2004 1,851 21,234 – 21,189 106 44,380
Currency translation differences – – (400) – – (400)
Deferred tax on translation reserve – – – 120 – 120
Net gains/(losses) not recognised 
in income statement – – (400) 120 – (280)
Profit for the period – – – 471 – 471
Total recognised income and expense 
for the period –– (400) 591 – 191
Shares issued 3125 – – – 128
Employee share based compensation – – – 72 – 72
Dividends paid – – – (1,482) – (1,482)
Balance at 31 March 2005 1,854 21,359 (400) 20,370 106 43,289
Balance 1 April 2005 1,854 21,359 (400) 20,370 106 43,289 
Currency translation differences – – 310 – – 310
Deferred tax on translation reserve – – – (93) – (93)
Deferred tax on pre 7 November 
grants of share options – – – 243– 243
Disposal of minority interest –––– (106) (106)
Net gains/(losses) not recognised
in income statement – – 310 150 (106) 354
Profit for the period – – – 3,880 – 3,880
Total recognised income and expense 
for the period –– 310 4,030 (106) 4,234
Shares issued 2 126 – – – 128
Employee share based compensation – – – 121 – 121
Dividends paid – – – (2,300) – (2,300)
Balance at 31 March 2006 1,856 21,485 (90) 22,221 – 45,472
The accompanying accounting policies and notes form an integral part of these financial statements. 33
Notes to the Financial Statements
1 PRINCIPAL ACCOUNTING POLICIES
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union and as issued by the International Accounting Standards Board (IASB). These are the
Groups first IFRS consolidated financial statements and IFRS 1 - First - time Adoption of International Financial Reporting
Standards (IFRS 1) has been applied. 
The date of transition to IFRS for the Group was 1 April 2004. A summary of the accounting policies applied in the preparation
of financial statements is given below. These policies have been consistently applied to all the periods presented, unless
otherwise stated. The impact of the transition from UK GAAP to IFRS is explained in note 25 to the financial statements.
Basis of preparation
The Group has applied IFRS 1, which requires full retrospective application of all applicable accounting standards, but
exemptions are permitted in specific areas.
The Group has elected to make use of the following exemptions:
Business combinations
The Group has elected not to apply IFRS 3 - Business Combinations, retrospectively to business combinations prior to 1 April 2004.
Share - based payment transactions
The Group has applied IFRS 2 - Share Based Payment, retrospectively to equity instruments granted after 7 November 2002
and vesting on or after 1 January 2005.
Cumulative translation differences
Translation differences on the re-translation of foreign operations that arose prior to the date of transition have been deemed to
be zero. 
An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows
of the Group is provided in note 25. This note includes reconciliations of equity and profit or loss for comparative periods reported
under UK GAAP to those reported for those periods under IFRS. These consolidated financial statements have been prepared on
the basis of mandatory IFRS’s in issue at the Group’s first IFRS annual reporting date, 31 March 2006. It should be noted that
accounting estimates and assumptions are used in preparing the financial statements. Although these estimates are based on
management’s best knowledge of current events and actions, actual results may ultimately differ than those estimated.
Basis of consolidation
The Group financial statements consolidate those of the Company and of its subsidiary undertakings drawn up to 31 March
2006. Profits or losses on intra-group transactions are eliminated in full. The results of the subsidiary undertakings acquired
during the year have been included from the date of acquisition. On acquisition of a subsidiary, all of the subsidiary’s assets and
liabilities which exist at the date of acquisition are recorded at the fair values reflecting their condition at that date. Goodwill
arising on consolidation, representing the excess of the fair value of the consideration given over the fair values of the identifiable
net assets acquired, is capitalised net of any provision for impairment.
Revenue
Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have
been transferred to the buyer. Revenue is measured at the fair value of the consideration received/receivable by the Group for
goods supplied and services provided, excluding value added tax and trade discounts. Revenue from services rendered is
recognised in the income statement by reference to the stage of completion of transactions at the balance sheet date. The stage
of completion is determined by the man days spent on the project for rendering the service at the end of each billing cycle.
Intangible assets
Goodwill
All business combinations are accounted for under the purchase method and goodwill has been recognised on acquisitions of
subsidiaries. In respect of business combinations that have occurred since 1 April 2004, goodwill represents the difference
between the cost of the acquisition and the fair value of the net identifiable assets acquired. Goodwill is stated at cost less any
accumulated impairment losses. Goodwill arising on acquisitions before 1 April 2004 has been retained at the previous UK GAAP
amounts at 31 March 2004. Goodwill is allocated to cash generating units and is no longer amortised but tested for impairment
annually or more frequently if events or changes in circumstances indicate that it might be impaired.
Other intangible assets 
Externally purchased product licenses, trademarks, brand-names, know-how and similar intangible items are capitalised at
historical cost, net of any provision for impairment and amortised on a straight line basis over their estimated useful economic
lives which range between seven and ten years. The amortisation cost has been included within administrative expenses in the
income statement.
Impairment
The Group’s goodwill and other intangible assets are tested for impairment annually or more frequently, if events or changes in
circumstances indicate that it might be impaired. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash generating units). An impairment loss is recognised for the
amount by which the asset’s or cash generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount
is based on internal discounted cash - flow evaluation. If at the balance sheet date there is any indication that an impairment
loss recognised in prior periods for an asset other than goodwill no longer exists, the recoverable amount is reassessed and the
asset is reflected at the recoverable amount. 34
Research and development expenditure
Expenditure on development activities is capitalised if the product or process is technically and commercially feasible, the costs
are separately identifiable and the Group has sufficient resources to complete development. Capitalised development costs are
stated at cost less accumulated amortisation and impairment losses. All other research and development expenditure is written
off to the income statement in the period in which it is incurred.
Property, plant and equipment
Property, plant and equipment are stated at cost less the accumulated depreciation on the same. Depreciation is charged on a
straight line basis over the estimated useful lives on the cost of the assets less their residual value. The estimated useful lives
are as follows:
Freehold buildings and
leasehold improvements - 25 Years or over the period of lease
Office equipment - 5 Years
Plant and equipment - 6 to 7 Years
Motor vehicles - 5 Years
Residual values are re-assessed annually.
Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of inventories are valued using the weighted average
price method.
Accounting for income taxes
Current income tax assets and / or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current
or prior reporting period, that are unpaid at the balance sheet date. They are calculated according to the tax rates and tax laws
applicable to the fiscal periods to which they relate, based on the taxable profit for the year. 
Deferred tax is recognised on all temporary differences. This involves comparison of the carrying amount of assets and liabilities
in the consolidated financial statements with their respective tax bases. However, deferred tax is not provided on the initial
recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business
combination or affects tax or accounting profit. Deferred tax liabilities are always provided for in full. Deferred tax assets and
liabilities are calculated, without discounting, at tax rates that are expected to apply to the period when asset is realised or the
liability is settled, based on tax rates (tax laws) that have been enacted or substantially enacted by the balance sheet date. All
changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where
they relate to items that are charged or credited directly to equity (such as translation reserve and pre 7 November 2002 grants
of share options) in which case the related deferred tax is also charged or credited directly to equity. 
Tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred
tax assets. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available
against which the asset can be recognised and are reduced to the extent that it is no longer probable that the related tax benefit
will be realised.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank overdrafts
that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash.
Employee beneﬁts
The Group operates a defined contribution pension scheme whereby contributions are made to individual employee pension plans
of certain employees. These costs are charged against profits in respect of the accounting period in which they are paid.
Indian Gratuity costs, which represent a form of long term service benefits are accrued based on actuarial valuation at the balance
sheet date, carried out by an independent actuary.
Leased assets
All leased assets are identified as operating leases if they do not transfer substantially all the risks and rewards to the lessee.
Payments made under operating leases are charged to the profit and loss account on a straight line basis over the period of 
the lease.
Foreign currencies
The reporting currency for these financial statements is GB sterling (£) which is the parent company’s functional currency.
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Foreign exchange
differences arising on translation are recognised in profit or loss. Non monetary assets and liabilities that are measured in terms
of historical cost in a foreign entity are translated using the exchange rate at the date of the transaction. 
All assets and liabilities in the financial statements of foreign subsidiaries are translated at the closing rate at the balance sheet
date. The results of foreign operations have been converted into Group’s reporting currency at the actual rates over the reporting
period and the exchange differences arising have been taken to translation reserve, a component of equity. The exchange
differences arising from re-translation of the net investments in subsidiaries are directly taken to translation reserve. All other
exchange differences are dealt with through the income statement.
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 35
Share options
For all employee share options granted after 7 November 2002 and vesting on or after 1 January 2005, an expense is recognised
in the income statement with a corresponding credit to equity. The equity share based payment is measured at the fair value at
the grant date using the binomial lattice method. If vesting periods or other vesting conditions apply, the expense is allocated
over the vesting period, based on the best available estimate of the number of share options expected to vest.
Provisions - Legal and other disputes
Provision is made where a reliable estimate can be made of the likely outcome of legal or other disputes against the Group. In
addition, provision is made for legal and other expenses arising from claims received or other disputes. No provision is made for
other possible claims or where an obligation exists but it is not possible to make a reliable estimate. Costs associated with claims
made by the Group against third party are charged to the profit and loss account as they are incurred.
Dividends
Dividends proposed or declared after the balance sheet dates are not recognised as a liability. However the amounts of such
dividends are disclosed in the financial statements.
Segmental reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business
segment) or in providing products or services within a particular economic environment (geographic segment) which is subject
to risks and rewards that are different from those of other segments.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the
contractual terms of the instrument.
- Trade receivables
Trade receivables do not carry any interest and are stated at their fair values as reduced to equal the estimated present value of
the future cash flows.
- Bank borrowings
Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges
including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis to the
profit and loss account using the effective interest method and are added to the carrying value of instrument to the extent that
they are not settled in the period in which they arise.
- Trade payables
Trade payables are not interest bearing and are stated at their fair values.
- Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
2. SEGMENTAL REPORTING
Segment information is presented in the consolidated financial statements in respect of the Group’s business segments, which
are the primary basis of segment reporting. The business segment-reporting format reflects the Group’s management and internal
reporting structure.
Primary - Business segments
The Group is organised into five major business units – Retail Brands, Retail Generics, Hospitals, Direct to Consumer Western
Europe (D2C WE) and, Direct to Consumer North America (D2C NA). Certain small business units like Country Distributors,
Global Services and Management Services constitute the other segments. These units form the basis for the Group’s reporting of
primary segment information.
Secondary - Geographical segments
The geographical segments are considered for disclosure as secondary segment. Geographical revenues are segregated based on
the location from which the revenues are generated.
Assets are identified to the segment on the basis of their place of use.
Segment results
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
All inter-segment transfers are priced and carried out at arm’s length. 
Segment assets and liabilities
Segment assets include all operating assets used by a segment and consist principally of operating cash, debtors and fixed assets,
net of allowances and provisions which are reported as direct offsets in the balance sheet. Segment liabilities include all operating
liabilities and consist principally of creditors and accrued liabilties.
Segment assets and liabilities do not include deferred income taxes.
Unallocated segment income and expenses.
Unallocated segment income comprises interest income and miscellaneous receipts not directly attributable to any particular
segment. Unallocated segment expenditure represents interest on loans and provision for income taxes, which cannot be directly
attributed to any segment.
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 36
Primary segment disclosure - Business segments
31 March 2006 Retail Retail Other 
Brands Generics Hospitals D2C WE D2C NA Segments Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue
External sales 32,255 9,456 11,067 14,109 6,957 6,181 80,025
Total revenue 32,255 9,456 11,067 14,109 6,957 6,181 80,025
Result
Segment result 4,690 (87) 2,532 691 (1,377) 83 6,532
Operating proﬁt 6,532
Finance costs (6)
Finance income 281
Income tax expense (2,927)
Proﬁt for the period 3,880
Other information
Segment assets 28,239 4,272 12,751 3,485 3,681 17,001 69,429
Unallocated corporate assets 957
Consolidated total assets 70,386
Segment liabilities 8,915 1,187 3,281 2,356 634 3,398 19,771
Unallocated corporate liabilities 5,143
Consolidated total liabilities 24,914
Capital expenditure – – 42 – 7 1,139 1,188
Depreciation and amortisation 5,177 – 91 – 59 1,065 6,392
Impairment losses 1,245––– 1,148 5992,992
Non-cash expenses other 
than depreciation ––––– 121 121
31 March 2005 Retail Retail Other 
Brands Generics Hospitals D2C WE D2C NA Segments Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue
External sales 30,898 9,653 11,984 15,929 6,938 5,365 80,767 
Total revenue 30,898 9,653 11,984 15,929 6,938 5,365 80,767
Result
Segment result 4,713 1,337 2,271 631 (5,023) 892 4,821
Operating proﬁt 4,821
Finance costs (358)
Finance income 40
Income tax expense (4,032)
Proﬁt for the period 471
Other information
Segment assets 33,832 5,955 12,456 2,080 4,323 9,954 68,600
Unallocated corporate assets 841
Consolidated total assets 69,441
Segment liabilities 8,271 1,021 3,661 3,429 796 2,896 20,074
Unallocated corporate liabilities 6,078
Consolidated total liabilities 26,152
Capital expenditure – – 64 – 5 570 639
Depreciation and amortisation 5,495 –   76 – 76 1,189 6,836
Impairment losses –––– 4,500 123 4,623
Non-cash expenses other 
than depreciation –––––  72 72
Notes to the Financial Statements
(continued) 37
Geographical segments 2006 2005
£’000 £’000
Revenue
United Kingdom 58,778 61,123
Ireland 12,255 11,422
North America 6,957 6,938
India 2,035 1,284
Total 80,025 80,767
Assets
United Kingdom 43,003 44,331
Ireland 19,711 18,797
North America 3,681 4,323
India 3,991 1,990
Total 70,386 69,441
Capital expenditure
United Kingdom 241 38
Ireland 42 64
North America 75
India 898 532
Total 1,188 639
3. OPERATING PROFIT
The operating profit is stated after charging/(crediting):
2006 2005
£’000 £’000
Auditors' remuneration:
- Audit services 143165 
- Non audit services (see below) 118 152
Depreciation and amortisation:
- Intangible assets 5,880 6,185
- Property, plant and equipment 512 651
Hire of plant and machinery 88 90
Profit on disposal of property, plant and equipment – (96)
Impairment losses 2,992 4,623
Exceptional legal and professional costs 1,651 1,004
Other operating lease rentals 1,043929
Foreign exchange losses/(gains) 205 (510)
Research and development:
- current year expenditure 237 537
Notes to the Financial Statements
(continued) 38
Auditors remuneration for non audit services principally consists of compliance work for corporation taxes and sales taxes in
jurisdictions in which the Group has a presence and are analysed below:
2006 2005
£’000 £’000
Advisory  40 42
Corporation Tax 7391
VAT 519
118 152
4. DIRECTORS AND EMPLOYEES
Employees
Staff costs during the year were as follows: 2006 2005
£’000 £’000
Wages and salaries 8,536 7,623
Social security costs 675 626
Share options 121 72
Other pension costs 25323 4
9,585 8,555
The average number of employees is analysed below: 2006 2005
Number Number
Administration 310 304
Marketing and selling 431 409
Management 98 83
Warehouse 3135
870 831
The Group contributes to employee money pension schemes at a percentage of pay (depending on grade). 
The share option charge includes an amount of £18,596 (2005: £6,695) pertaining to key management personnel.
Directors’ remuneration
The emoluments of the Directors were as follows:
2006 2005
£’000 £’000
Emoluments 1,537 1,424
Payments to third parties for consultancy services 5 9
Pension contributions to money purchase pension schemes 8373
1,625 1,506
During the year four Directors (2005: four Directors) participated in money purchase pension schemes.
Further details of the remuneration and share options of the Directors are given in the Directors’ Remuneration Report on pages
21 to 25.
Notes to the Financial Statements
(continued) 39
5. FINANCE INCOME AND FINANCE COSTS
Finance income and costs includes all interest related income and expenses. The following amounts have been included in the
income statement line for the reporting periods presented:
2006 2005
£’000 £’000
Interest income resulting from
- short term bank deposits 281 36
- corporation tax –4
Finance income 281 40
Interest expense resulting from
- bank loans – (126)
- bank overdrafts (2) (2)
- corporation tax – (213)
- others (4) (17)
Finance costs (6) (358)
6. INCOME TAX EXPENSE
2006 2005
£’000 £’000
Result for the year before tax 6,807 4,503
Tax rate 30% 30%
Expected tax expense (2,042) (1,351)
Adjustments for deferred tax 492 (1,361)
Adjustment for non-deductible expenses
- overseas losses not utilised 628 (746)
- capital allowance 6538
- other non-deductible expenses (2,412) (1,342)
Adjustment to tax charge in respect of prior periods (75) 1,065
Other short term timing difference (171) 206
Tax losses carried forward – (511)
Actual tax expense, net (2,927) (4,032)
Comprising
Current tax expense (3,419) (2,692)
Deferred tax income/(expense), resulting from the 492 (1,340)
- origination and reversal of temporary difference 492 (72)
- utilisation of unused tax losses – (1,268)
Notes to the Financial Statements
(continued) 40
7. INTANGIBLE ASSETS
Brand names
know-how
licences and
trade marks Goodwill Total
£’000 £’000 £’000
Cost
At 1 April 2004 64,342 26,049 90,391
Exchange differences 14 1 15
At 31 March 2005 64,356 26,050 90,406
At 1 April 2005 64,356 26,050 90,406
Exchange differences 5 1,299 1,304
Additions 225 – 225
At 31 March 2006 64,586 27,349 91,935
Amortisation and impairment losses
At 1 April 2004 31,368 10,267 41,635
Exchange differences 14 (148) (134)
Amortisation 6,185 – 6,185
Impairment losses – 4,6234,623
At 31 March 2005 37,567 14,742 52,309
At 1 April 2005 37,567 14,742 52,309
Exchange differences 5 987 992
Amortisation 5,880 – 5,880
Impairment losses 1,619 1,373 2,992
At 31 March 2006 45,071 17,112 62,183
Carrying amounts
At 1 April 2004 32,974 15,782 48,756
At 31 March 2005 26,789 11,308 38,097
At 31 March 2006 19,515 10,237 29,752
Subsequent to the annual impairment test for 2006, the carrying amount of goodwill is allocated to the following
cash generating units :
2006 2005
£’000 £’000
Hospitals 7,090 7,033
D2C North America 2,280 3,183
Regina 867 1,092
10,237 11,308
The recoverable amounts for the cash generating units given above are determined based on internal discounted cash-flow
evaluation. The cash flow evaluation is based on actual operating results and five year forecasts at the growth rates stated in the
key assumptions.
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 41
The key assumptions are:
Growth rates 2006 2005
Hospitals Constant Constant
D2C North America 4% 11%
Regina 7% 10%
Discount rates 2006 2005
Hospitals 8% 10%
D2C North America 8% 10%
Regina 8% 10%
The management assumes the Hospitals, D2C NA and Regina units to continue to earn the current level of profit margins and
achieve year on year sales growth as assumed in the five year forecasts. 
The growth rate assumed for the Regina business is based on the past trends and also supported by new marketing initiatives
undertaken to promote the brand. 
The US business expects to achieve its growth due the organisational restructuring undertaken, new product launches and
development of additional marketing channels. 
The growth rate for the Hospitals business is assumed to be constant based on past experiences. 
The discounting rate applied for the impairment review workings is based on the Weighted Average Cost of Capital for the Group.
Based on the current performance levels and achievement of key assumptions in the forecast of D2C NA and the Regina business
the management considers it appropriate to recognise the impairment charge.
The related goodwill impairment loss of £1,372,594 (2005: £4,623,010) is included under "Impairment losses" in the Income
statement. The amount attributed to D2C North America unit is £1,147,851 (2005: £4,499,684) and Regina unit is £224,743
(2005: £123,326).
8. PROPERTY, PLANT AND EQUIPMENT
Land & Ofﬁce Plant & Motor 
buildings equipment equipment vehicles Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 April 2004 70 1,912 588 61 2,631
Exchange differences (2) (26) 2 1 (25)
Additions 63512 64 – 63 9
Disposals (32) – (172) (52) (256)
At 31 March 2005 99 2,398 482 10 2,989
At 1 April 2005 99 2,398 482 10 2,989
Exchange differences 6 1138 1 128
Additions 686 22349 5 963
At 31 March 2006 791 2,734 539 16 4,080
Depreciation
At 1 April 2004 6 1,060 178 54 1,298
Exchange differences – (9) – 1 (8)
Depreciation 39 505 105 2 651
Disposals – – (18) (52) (70)
At 31 March 2005 45 1,556 265 5 1,871
Notes to the Financial Statements
(continued) 42
Land & Ofﬁce Plant & Motor 
buildings equipment equipment vehicles Total
£’000 £’000 £’000 £’000 £’000
At 1 April 2005 45 1,556 265 5 1,871
Exchange differences 374 8 – 85
Depreciation 39 359 112 2 512
At 31 March 2006 87 1,989 385 7 2,468
Carrying amounts
At 1 April 2004 64 852 410 7 1,333
At 31 March 2005 54 842 217 5 1,118
At 31 March 2006 704 745 154 9 1,612
Land and buildings includes £353,397 of land purchased during the year which is not being depreciated.
9. INVENTORIES
2006 2005
£’000 £’000
Finished goods and goods for resale 14,124 13,439
Write down on inventories (2,594) (2,138)
11,530 11,301
In 2006, a total of £28,429,312 of inventories was included in profit and loss as an expense (2005: £28,946,953).
An amount of £1,359,306 for write down of inventories (2005: £803,075) has been included within administrative expenses
in the income statement.
No reversal of previous write-downs was recognised as a reduction of expense in 2005 or 2006. None of the inventories are
pledged as securities for liabilities.
10. TRADE AND OTHER RECEIVABLES
2006 2005
£’000 £’000
Trade receivables 11,825 13,320
Allowance for doubtful debts (1,879) (2,022)
Trade receivables, net 9,946 11,298
Prepayments and accrued income 734 618
Total 10,680 11,916
Trade receivables are usually due within 48 days and do not bear any effective interest rate. All trade receivables except the
factored portion of the Retail Generics segment are subject to credit risk exposure. However the Group does not identify specific
concentration of credit risk with regards to trade receivables, as the amount recognised resemble a large number of receivables
from various customers.
The fair value of these short term financial assets is not individually determined as the carrying amounts is a reasonable
approximation of fair value.
11. CASH AND CASH EQUIVALENTS
2006 2005
£’000 £’000
Cash at bank and in hand 9,351 6,168
Short-term bank deposits 6,504 –
Total 15,855 6,168
The effective interest rate on short-term bank deposits was 3.8% (2005: Nil); these deposits have an average maturity of 
9 days.
Notes to the Financial Statements
(continued) 43
12. SHARE CAPITAL AND SHARE OPTIONS
2006 2005
£’000 £’000
Authorised
100,000,000 ordinary shares of 5 pence each (2005: 100,000,000) 5,000 5,000 
2006 2005
£’000 £’000
Allotted, called up and fully paid
37,126,611 ordinary shares of 5 pence each (2005: 37,070,778) 1,856 1,854
2006 2005
Share issued and fully paid, Number Number
- beginning of the year 37,070,778 37,017,738
- issued during the year 55,833 53,040
Share issued and fully paid 37,126,611 37,070,778
During the year 55,833 shares were issued under the unapproved employee share option scheme and the employee share save
scheme. The difference between the total consideration of £128,962 and the nominal value of £2,792 has been credited to the
share premium account.
Share options
Details of Directors’ share options are set out in the Directors Remuneration Report on page 24.
The market price at 31 March 2006 was 290 pence and the range during the year ended 31 March 2006 was 264 pence to
396 pence.
The following share options which have been granted by the Company were outstanding at the year end:
Date of grant Earliest Latest 2006 2005
date of date of Number Number
exercise exercise
The ‘unapproved scheme’
5p Ordinary shares at 180 pence 3-Jun-98 3-Jun-01 2-Jun-08 735,000 735,000 
5p Ordinary shares at 480.5 pence 11-Aug-99 11-Aug-02 10-Aug-09 31,580 32,662 
5p Ordinary shares at 640 pence 11-Jan-00 11-Jan-03 10-Jan-10 1,923 1,923 
5p Ordinary shares at 640 pence 11-Jan-00 11-Jan-05 10-Jan-10 177,260 179,260 
5p Ordinary shares at 871 pence 10-Jul-00 10-Jul-039-Jul-10 8,118 10,586 
5p Ordinary shares at 871 pence 10-Jul-00 10-Jul-05 9-Jul-10 1,805 3,814 
5p Ordinary shares at 775 pence 18-Dec-00 18-Dec-0317-Dec-10 924 924 
5p Ordinary shares at 775 pence 18-Dec-00 18-Dec-05 17-Dec-10 924 5,827 
5p Ordinary shares at 686 pence 18-Jul-01 18-Jul-04 17-Jul-11 7,686 11,943 
5p Ordinary shares at 686 pence 18-Jul-01 18-Jul-06 17-Jul-11 124,499 128,756 
5p Ordinary shares at 586.5 pence 3-Dec-01 3-Dec-04 2-Dec-11 3,783 8,336 
5p Ordinary shares at 586.5 pence 3-Dec-01 3-Dec-06 2-Dec-11 3,783 8,336 
5p Ordinary shares at 366 pence 23-Jul-02 23-Jul-05 22-Jul-12 11,270 11,270 
5p Ordinary shares at 366 pence 23-Jul-02 23-Jul-05 22-Jul-12 321,979 337,006 
5p Ordinary shares at 196 pence 4-Aug-03 4-Aug-06 4-Aug-13 56,939 56,939 
5p Ordinary shares at 196 pence 4-Aug-034-Aug-08 3 -Aug-1372,805 72,805 
5p Ordinary shares at 157.5 pence 4-Aug-034-Aug-06 4-Aug-133 8,549 44,919 
5p Ordinary shares at 157.5 pence 4-Aug-034-Aug-08 4-Aug-1353 ,767 59,842 
5p Ordinary shares at 260.7 pence 26-Jul-04 26-Jul-07 25-Jul-14 180,044 225,338 
5p Ordinary shares at 260.7 pence 26-Jul-04 26-Jul-09 25-Jul-14 180,044 225,338 
5p Ordinary shares at 270 pence 21-Jul-05 21-Jul-08 20-Jul-15 124,347 –
5p Ordinary shares at 270 pence 21-Jul-05 21-Jul-10 20-Jul-15 122,314 –
The employee ‘sharesave scheme’
5p Ordinary shares at 180 pence 9-Oct-98 1-Dec-05 31-May-06 – 17,766
5p Ordinary shares at 375 pence 24-Aug-99 1-Oct-04 31-Mar-05 – 900 
5p Ordinary shares at 696 pence 23-Aug-00 1-Oct-07 31-Mar-08 1,056 1,056
Notes to the Financial Statements
(continued) 44
Date of grant Earliest date Latest date 2006 2005
of exercise of exercise Number Number
The employee ‘sharesave scheme’
5p Ordinary shares at 555 pence 10-Aug-01 1-Oct-04 31-Mar-07 304 1,047 
5p Ordinary shares at 555 pence 10-Aug-01 1-Oct-06 31-Mar-07 – 912
5p Ordinary shares at 436 pence 07-Feb-02 1-Apr-05 30-Sep-05 – 1,307
5p Ordinary shares at 275.2 pence 2-Jul-02 1-Aug-05 31-Jan-06 – 13,460
5p Ordinary shares at 275.2 pence 2-Jul-02 1-Aug-07 31-Jan-08 14,431 14,431
5p Ordinary shares at 275.2 pence 2-Jul-02 1-Aug-09 31-Jan-10 6,531 6,531
5p Ordinary shares at 266 pence 10-Jan-031-Feb-06 3 1-Jul-08 1,421 1,989
5p Ordinary shares at 266 pence 10-Jan-031-Feb-08 3 1-Jul-10 2,469 2,469
5p Ordinary shares at 126 pence 15-Aug-03 1-Sep-06 28-Feb-07 39,933 51,677
5p Ordinary shares at 126 pence 15-Aug-031-Sep-08 28-Feb-09 15,165 15,165
5p Ordinary shares at 174 pence 2-Feb-04 1-Mar-07 31-Aug-07 11,237 13,357
The Directors’ interests (including beneficial and family interests) in the above share options are set out in the Directors
Remuneration Report on page 24.
2006 2006 2005 2005
Weighted average Number Weighted average Number 
exerciseprice of exerciseprice of options
Pence options Pence options
Outstanding at the beginning of the period 304.94 2,302,891 305.68 2,165,919
Forfeited during the period 325.62 (204,988) 251.54 (391,376)
Exercised during the period 190.65 (28,817) 193.58 (13,040)
Granted during the period 270.00 282,804 260.70 541,388
Outstanding at the end of the period 300.34 2,351,890 304.94 2,302,891
Exercisable at the end of the period 289.60 981,998 292.99 982,581
As at 31 March 2006, the Group maintained two share- based payment schemes: 
Goldshield Group plc unapproved scheme
The unapproved share options scheme is administered by the Group. Options are granted to employees during their tenure of
service and these can be exercised until expiry of 10 years from the date of grant, provided the employee continues to remain
in service at the earliest exercise date. The options are exercisable based on the achievement of performance criteria with regards
to growth in Earnings per share and Turnover. The Remuneration Committee has the discretion to consider any exception in
meeting the performance criteria when the options are exercised.
Goldshield Group plc sharesave scheme
The scheme allows all eligible employees to benefit from the growth of the Company through savings deducted directly from pay,
tax-free bonuses and a right to purchase Goldshield Group plc shares in the future but at a fixed price, which does not exceed
the middle market value of a share over the three dealing days immediately preceding the issue of this invitation. The approved
sharesave scheme has option exercise terms of 3,5 or 7 years. The sharesave scheme can be exercised for 6 months only after
the 3,5 or 7 year maturity dates.
The options outstanding at 31 March 2006 have an exercise price in the range of 126 pence to 871 pence and a weighted
average contractual life of 5.26 years.
282,804 additional options were granted during 2005. The fair values of options granted during 2005 were determined using
the Binomial Lattice valuation model. The weighted average fair value of share options granted during the year was 107 pence.
Significant inputs into the calculation include a weighted average share price of 270 pence and exercise prices as illustrated above.
Furthermore, the calculation takes into account future dividends of 6 pence and a volatility rate of 45%, based on expected share
price. It is assumed that 3 and 5 year share save options are held for 3 and 5 years respectively ie. the durations of the savings
contracts, because the bonus is paid then and the employee has cash tied up. For employee stock options it is assumed that 3 year
options will be held for 5 years and that 5 year options will be held for 6 years. Both could be held for longer before expiry, but on
average employees are likely to seek liquidity or leave the company before the full term. Risk-free interest rate was determined at
5%. The underlying expected volatility was based upon calculation of historic volatility during the period 2002-2004.
13. DEFERRED TAX ASSETS AND LIABILITIES
Defered tax assets and liabilities are attributable to the following:
2006 Deferred 2006 Deferred 2005 Deferred 2005 Deferred 
tax assets tax liabilities tax assets tax liabilities
Non-current assets £’000 £’000 £’000 £’000
Other intangible assets – 1,894 – 2,836
Property, plant and equipment – (77) – –
Share options 310 – 32 –
Translation reserve 27 – 120 –
Total carried forward 337 1,817 152 2,836
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 45
2006 2006 2005 2005
Deferred Deferred Deferred Deferred 
tax tax tax tax
assets liabilities assets liabilities
£’000 £’000 £’000 £’000
Total brought forward 337 1,817 152 2,836
Current liabilities
Other liabilities – (168) (197)
Unused Tax Losses 620 – 689 –
Total 957 1,649 841 2,639
Equity
Translation reserve (93) – 120 –
Share options 243– – –
Total 150 – 120 –
Please also refer to note 6 for information on the Group’s tax expense.
14. EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares
and the post tax effect of dividends, on the assumed conversion of all dilutive options.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
2006 2005
Weighted Weighted
average Per share average Per share
Earnings number of amount Earnings number of amount
£’000 shares’000 pence £’000 shares ’000 pence
Profit attributable to shareholders 3,880 37,098 471 37,043
Basic earnings per share 10.5 1.3
Diluted earnings per share 37,427 10.4 37,239 1.3
Weighted average number of ordinary shares 2006 2005
000’s
000’s
Issued ordinary share at 1 April 37,071 37,018
Effect of share issued in July 2004 –7
Effect of share issued in August 2004 –1
Effect of share issued in September 2004 – 13
Effect of share issued in November 2004 – 1
Effect of share issued in February 2005 – 3
Effect of share issued in July 2005 20 –
Effect of share issued in September 2005 3–
Effect of share issued in December 2005 1 –
Effect of share issued in January 2006 2 –
Effect of share issued in March 2006 1–
Weighted average number of ordinary share at 31 March 37,098 37,043
Weighted average number of ordinary shares (diluted) 2006 2005
000’s 000’s
Weighted average number of ordinary share at 31 March 37,098 37,043
Effect of share options on issue 329 196
Weighted average number of ordinary shares (diluted) at 31 March 37,427 37,239
Notes to the Financial Statements
(continued) 46
15. EQUITY DIVIDENDS
2006 2005
£’000 £’000
Ordinary shares – dividend for 2004 of 2.5 pence 
per share paid 15 October 2004 – 925 
Ordinary shares – dividend for 2005 of 1.5 pence 
per share paid 17 January 2005 – 557
Ordinary shares – dividend for 2005 of 4.5 pence 
per share paid 3 August 2005 1,669 –
Ordinary shares – dividend for 2006 of 1.7 pence 
per share paid 13 January 2006 631 –
2,300 1,482 
2006 2005
Pence Pence
Proposed dividend per share 5.1 4.5 
2006 2005
£’000 £’000
Proposed dividend 1,8931,668 
16. PROVISIONS
£’000
Carrying amount 1 April 2005 918
Additional provisions 1,333
Used provisions (973)
Carrying amount 31 March 2006 1,278
Provisions are considered current and they represent legal fees being an estimate of the ongoing costs for defending legal claims
against the Group. It is anticipated that the provisions will be used within one year from the date of initiation based on the actual
legal costs as and when incurred.
17. TRADE AND OTHER PAYABLES
2006 2005
£’000 £’000
Trade payables 5,219 5,023
Capital creditors 150 35
Accruals 10,308 11,103
15,677 16,161
18. OTHER LIABILITIES
2006 2005
£’000 £’000
Other creditors 2,242 1,958
Social security and other taxes 574 1,037
2,816 2,995
19. OPERATING LEASES
The Group’s minimum operating lease payments are as follows:
2006 2005
Land & 2006 Land & 2005
buildings Other buildings Other
£’000 £’000 £’000 £’000
Within one year 952 5375372
Between one to five years 1,264 8 611 60
More than five years 367 – 425 –
2,58361 1,789 13 2
Notes to the Financial Statements
(continued) 47
Lease payments recognised as an expense during the period amount to £1,064,700 (2005: £946,452). No sublease income 
is expected as all assets held under lease agreements are used exclusively by the Group.
All operating lease agreements do not contain any contingent rent clauses.
The office buliding in India has a renewal option and escalation clause for lease rentals. Apart from the India office building,
none of the operating lease agreements contain renewal options or escalation clauses.
The Company did not have any financial leases at 31 March 2006 (31 March 2005: nil).
20. FINANCIAL INSTRUMENTS
The Group uses financial instruments, comprising cash, short term borrowings, trade debtors and trade creditors, which arise
directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations.
Short term debtors and creditors
Short term debtors and creditors have been excluded from the following disclosures except those relating to currency risk. The
Group’s trade and other receivables are actively monitored to avoid significant concentrations of credit risk.
Interest rate risk
The Group finances its operations through a mixture of retained profits and bank facilities. Bank borrowings are made using
variable interest rates.
Liquidity risk
The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably.
Short-term flexibility is achieved through overdraft facilities and short/medium term borrowings.
Borrowing facilities
The Group has undrawn facilities available of £500,000 expiring within one year (2005: £250,000).
Currency risk
The Group is exposed to translation and transaction foreign exchange risk. In relation to translation risk the proportion of assets
held in the foreign currency are matched to an appropriate level of borrowings in the same currency. Transaction exposures are
hedged when known, mainly using the forward exchange hedge market.
The Group seeks to hedge its exposures using a variety of financial instruments, with the objective of minimising the impact of
fluctuations in exchange rates on future transactions and cash flows.
The Group has overseas subsidiaries operating in Ireland where reserves and expenses are denominated in Euros. The Group has
funded the acquisition cost and working capital by a Euro loan. As the Group receives net cash inflows in Euros this loan is being
reduced and replaced, as necessary, by funding denominated in Sterling.
£20.1 million (2005: £19.1 million) of the sales of the Group’s business is to customers in continental Europe/foreign markets
excluding North American operations. The majority of these sales are invoiced in the currencies of the customers involved. The
Group policy is to minimise all currency exposures on any balance not expected to mature within 30 days of its arising through
the use of forward currency contracts. All other sales of UK business are denominated in sterling. 
The tables below show the extent to which Group companies have monetary assets and liabilities in currencies other than their
local currency.
Functional currency of operation Net foreign currency monetary assets/(liabilities)
Indian Other 
US Dollars Euro Rupees currencies Total
£’000 £’000 £’000 £’000 £’000
2006
Sterling 252 1,766 1,058 – 3,076  
Dollar 361 – 382 – 743
Euro 398 78 – – 476
Indian Rupees 42 – – 1,734 1,776
1,0531,844 1,440 1,73 4 6,071
2005
Sterling 734 2,624 – 910 4,268  
Dollar (1) – – 204 202
Euro 459 (602) – (12) (155)
Indian Rupees 8 – 359 – 367
1,200 2,022 359 1,102 4,682
Fair values
The fair values of the Group’s financial instruments are considered equal to the book value. As these financial instruments are
not publicly traded, the fair values presented are determined by calculating present values of the cash flows anticipated until
maturity of these financial assets.
Notes to the Financial Statements
(continued) 48
21. CAPITAL COMMITMENTS
During the year ended 31 March 2006, the Group entered into a contract to purchase property, plant and equipment for
£171,750 (2005: £nil). These commitments are expected to be settled in the following financial year.
22. SUBSIDIARY UNDERTAKINGS
At 31 March 2006 the Company held more than 20% of the allotted share capital of the following significant undertakings:
Name Country of Class of share Proportion Nature of
registration or capital held held business
incorporation
Goldshield Pharmaceuticals Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
pharmaceutical products
Goldshield Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Goldshield Management Services Limited England and Wales £1 ordinary shares 100% Management services
Vitamins Direct Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Regina Health Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
B&S House of Health Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Natural Essentials Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
One World Supplements Limited Jersey £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Forley Generics Limited England and Wales £1 ordinary shares 100% Marketing of pharmaceutical 
products
Goldshield USA, Inc USA Ordinary shares 100% Intermediate holding company
Golden Pride, Inc USA Ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
WT Rawleigh, Co Canada Ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Goldshield Services Pvt Limited India Ordinary shares 100% Management services
Antigen Pharmaceuticals Limited Ireland Ordinary shares 100% Intermediate holding company
Antigen International Limited Ireland Ordinary shares 100% Marketing and distribution of
pharmaceutical products
Antigen Overseas Limited Ireland Ordinary shares 100% Marketing and distribution of
pharmaceutical products
Anpharm Limited Ireland Ordinary shares 100% Marketing and distribution of
pharmaceutical products
Goldshield Healthcare Pvt Limited India Ordinary shares 100% Marketing and distribution of
vitamins and health supplements 
and telemarketing services
Goldshield Direct,Inc. USA Ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Goldshield Management Services, Inc. USA Ordinary shares 100% Management services
Goldshield Business Solutions Limited England & Wales Ordinary shares 100% Accounting and 
Taxation Services
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 49
23. CONTINGENT LIABILITIES
Indemnities and guarantees
The Group has given indemnities in respect of advance payments, deferred purchase consideration and import duty 
guarantees issued on its behalf in the normal course of business. The indemnities given at 31 March 2006 were £329,198 
(2005: £331,540).
Irish operations
On 28 November 2001 the Group acquired the sales, marketing and distribution rights for the Antigen brand from Antigen
Holdings Limited. The companies and assets were acquired at an estimated cost of £9.4 million. The estimated consideration
was to be settled in two parts, firstly by the payment of £5.2 million and secondly by an obligation to discharge the scheme of
arrangement liabilities of the acquired Antigen companies. The Directors obtained legal opinion that the Group’s exposure to the
debts covered by the scheme was restricted to the debts borne by the companies it acquired.
On 29 October 2002, Miza Ireland Limited and each of its Irish subsidiaries, parties to the wider scheme of arrangement, were
placed into examinership. During the prior year the liquidator of Miza Ireland Limited claimed the sum of ∆ 20.8 million although
no grounds for the claim have been specified in detail. Liability for the claim has been denied. The Directors have received legal
opinion that no basis for claim has been presented by the liquidator which could result in a liability on the part of the company
and that the subsidiaries concerned have grounds for defending the claim.
On the 2 November 2005, the liquidator of Miza Ireland Limited served High Court proceedings against the Group (and other
defendants) for the above-said claim and the claim is being defended with the help of our solicitors.
Serious Fraud Ofﬁce (SFO) Investigation
On 10 April 2002 the Group's premises and those of the Chief Executive were visited by the SFO and certain documentation
taken away. A press statement issued by the SFO stated that its operations formed part of an investigation into suspected
conspiracy to defraud the National Health Service (NHS) concerning the prices charged for penicillin based antibiotics and
Warfarin between 1 January 1996 and 31 December 2000.
The Directors do not believe the Group has acted in an unlawful or improper manner, nor has it at any time conspired to defraud
the NHS and no provision has been made accordingly. Two of the Company Directors - Ajit Patel and Kirti Patel were interviewed
by the SFO in March and April 2005 and the company continues to provide co-operation in the conduct of the enquiry.
In April 2006, the SFO framed formal charges against the company and two of the Company Directors which are being defended.
Legal and professional costs in this matter have been expensed as incurred.
Department of Health (DoH) and related claims
On 20 December 2002, the DoH issued a legal claim against the Group and three other companies (Norton Healthcare Limited,
Norton Pharmaceuticals Limited and Regent GM Laboratories Limited) amounting to £28.6 million for alleged anti-competitive
practices involving the fixing of selling prices and controlling the market and production of Warfarin between January 1997 and
September 2000.
The Directors believe the Group is free from wrong-doing in respect of these allegations. A defence has been filed. 
Similar claims has been received from the Scottish Health Authorities and the Department of Health and Social Services and
Public Safety for Northern Ireland claiming damages of around £3.3 million and £1.0 million respectively. The Group vigorously
denies any liability for this claim.
The information required by IAS 37 is not disclosed on the grounds that it can be expected to prejudice the outcome of the
litigation. The Directors are of the opinion that the claim can be successfully resisted and the expected legal and professional
costs for this action have been provided for.
24. ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant 
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are 
discussed below.
Impairment of goodwill and other intangibles
The Group test annually the carrying values of goodwill and other intangibles for any possible impairment in accordance with the
accounting policy statement in Note 1. The achievement of the growth and profitability by the individual cash generating units
is critical in substantiating the carrying value of goodwill and intangibles.
Legal and other disputes
The Group faces ongoing litigation issues for claims against it, the same detailed in Note 23 on contingent liabilities. The Group
continues to vigorously deny any liabilities from these claims but the outcome of these legal issues and any resulting financial
implications could have a material impact on the Group’s financial statements.
Notes to the Financial Statements
(continued) 50
25. EXPLANATION OF TRANSITION OF IFRSs
As stated in note 1, these are the Group’s first consolidated financial statements prepared in accordance with IFRSs.
The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March
2006, the comparative information presented in these financial statements for the year ended 31 March 2005 and in preparation
of an opening IFRS balance sheet at 1 April 2004 (the Group’s date of transition). 
IFRS 1 requires full retrospective application of all applicable accounting standards, but exemptions are permitted in specific
areas. The Group has elected to avail of the exemptions pertaining to business combinations, share-based payment transactions
and recognition of cumulative translation differences.
An explanation of how the the transition from UK GAAP to IFRS has affected the Group’s financial position, financial performance
and cash flows is set out in the accompying notes:
Notes to the Financial Statements
(continued) 51
Reconciliation of equity for the year ended 31 March 2005
Note 1 April 2004 31 March 2005
Effect of Effect of
Previous transition Previous transition
GAAP to IFRS IFRS GAAP to IFRS IFRS
£’000 £’000 £’000 £’000 £’000 £’000
Assets
Goodwill a,b 21,456 (5,674) 15,782 14,155 (2,847) 11,308
Other intangible assets b 27,300 5,674 32,974 22,597 4,192 26,789
Property, plant and 
equipment 1,333 – 1,333 1,118 – 1,118 
Deferred tax assets f 240 10 250 689 152 841
Total non-current assets 50,329 10 50,339 38,559 1,497 40,056 
Inventories 13,991 – 13,991 11,301 – 11,301
Trade and other receivables 13,426 – 13,426 11,916 – 11,916
Cash and cash equivalents 186 – 186 6,168 – 6,168 
Total current assets 27,603 – 27,603 29,385 –  29,385
Total assets 77,932 10 77,942 67,944 1,497 69,441 
Equity
Share capital 1,851 – 1,851 1,854 – 1,854 
Share premium 21,234 – 21,234 21,359 – 21,359 
Translation reserve e –   – – – (400) (400)
Retained earnings 20,254 935 21,189 16,805 3,565 20,370
Total equity attributable
to equity of parent 43,339 935 44,274 40,018 3,165 43,183
Minority interest 106 – 106 106 – 106 
Total equity 43,445 935 44,380 40,124 3,165 43,289
Liabilities
Deferred tax liabilities 829 – 829 2,639 – 2,639 
Total non-current liabilities 829 – 829 2,639 – 2,639 
Bank loan 5,500 – 5,500 – – –
Trade, other payables and provisions 17,959 – 17,959 17,079 – 17,079
Other liabilities d 4,106 (925) 3,181 4,663 (1,668) 2,995
Current tax liabilities 6,093 – 6,093 3,439 – 3,439 
Total current liabilities 33,658 (925) 32,733 25,181 (1,668) 23,513
Total liabilities 34,487 (925) 33,562 27,820 (1,668) 26,152 
Total equity and liabilities 77,932 10 77,942 67,944 1,497 69,441
Notes to the Financial Statements
(continued) 52
The reconciliation of the Group’s equity reported under previous GAAP to its equity under IFRS as at 1 April 2004 and 31 March
2005 may be summarised as follows:
1 April 31 March
Note 2004 2005
£’000 £’000
Translation reserve  - Previous GAAP ––
- reclassification of currency translation difference – 400
Translation reserve  - IFRS – 400
Retained earnings - Previous GAAP (20,254) (16,805)
- elimination of goodwill amortisation – (1,468)
- impairment of goodwill – 123
- reversal of dividend accrual d (925) (1,668)
- recognition of deferred tax asset f (10) (152)
- reclassification of currency translation difference – (400)
Retained earnings - IFRS (21,189) (20,370)
Profit and loss report under previous GAAP for the year ending 31 March 2005 is reconciled to IFRS as follows:
31March 2005
Note Effect of 
Previous transition
GAAP to IFRS IFRS
£’000 £’000 £’000
Reconciliation of Proﬁt & Loss
Revenue 80,807 (40) 80,767
Cost of sales (28,959) 12 (28,947)
Gross proﬁt 51,848 (28) 51,820
Distribution expenses (3,824) – (3,824)
Impairment losses a (3,830) (793) (4,623)
Exceptional legal and professional costs (1,004) – (1,004)
Other administrative expenses (39,524) 1,976 (37,548)
Operating proﬁt 3,666 1,155 4,821
Finance costs (362) 4 (358)
Finance income 42 (2) 40
Proﬁt before tax 3,346 1,157 4,503
Income tax expense (4,057) 25 (4,032)
Proﬁt after tax (711) 1,182 471
Attributable to shareholders of parent (711) – 471
Notes to the Financial Statements
(continued) 53
Notes to the Financial Statements
(continued)
a) Under UK GAAP goodwill arising on business combinations was amortised on a straight - line basis over its estimated
economic life which ranged between seven and ten years. Under IFRS Goodwill is tested for impairment annually or more
frequently if events or changes in circumstances indicate that it might be impaired, and not amortised. The Group has elected
not to apply IFRS 3 - Business Combinations retrospectively to business combinations prior to IFRS adoption. The effect of the
above adjustments is to add back the amortisation charge (administrative expenses) by £1,342,329 as on 31 March 2005. As
a result of the above the carrying value of Goodwill is increased by £1,344,004 as on 31 March 2005. The difference is because
of conversion of results at the average exchange rate and balance sheet items at closing rate.
b) Licenses related to acquired pharmaceutical products categorised as Goodwill under UK GAAP have been reclassified and
transferred to Brand Names, Know-How, Licenses and Trademarks (Other intangibles) there-by increasing the carrying value of
Brand Names, Licenses and Trademarks by and correspondingly reducing the carrying value of Goodwill by £5,675,274 as on
1 April 2004. The effect for 31 March 2005 is reclassification of amortisation by £740,444 respectively. This will have no effect
on retained earnings.
c) The Group applied IFRS 2- Share Based Payment, to all share options granted after 7 November 2002 and vesting on or after
1 January 2005. Under UK GAAP, the Group followed a policy of valuing the options at the difference between exercise price
and the market value at the date of grant and accruing the same over the period to which the benefit relates. Under IFRS 2 
the fair value is estimated by employing the binomial model. The resultant charges to the profit and loss account of the respective
periods under administrative expenses is £71,587 as on 31 March 2005 and correspondingly an increase in equity by the 
same amount.
d) Under UK GAAP, proposed dividends were accrued in the accounting period to which they related. Under IAS 10 - Events
after Balance Sheet Date, dividends are recognised in the accounting period in which they are declared or approved by
shareholders. Under UK GAAP a provision for the dividend made was £1,668,185 as on 31 March 2005 and £925,443 as on
1 April 2004. The dividends as on respective closing dates were not declared or approved by the shareholders and as a result
the accrual for dividend is reversed in each respective periods.
e) Under UK GAAP, the results of foreign operations were translated at the closing rate of the reporting currency i.e. Sterling
Pound. Under IFRS the same is translated at the average rate over the reporting period. The exchange difference arising on
translation is shown in translation reserve £112,751 (loss) as on 31 March 2005.
f) The above changes increased the deferred tax asset as follows:
1 April
2004
£
Translation reserve –
Share options 9,827 
Total 9,827
31 March
2005
£
Share options - 1 April 2004 9,827 
Translation reserve 120,048 
Share options 21,477 
Total 151,352 
Explanation of material adjustments to the cash ﬂow statement for the year ended 31 March 2005
There are no material differences between the cash flow statement presented under IFRS and the cash flow statement presented
under previous GAAP. The changes are in the headings in the cash flow statement and reclassification of certain items. 54
We have audited the parent Company financial statements of Goldshield Group plc for the year
ended 31 March 2006 which comprise the balance sheet, statement of total recognised gains and
losses, and notes 1 to 14. These parent company financial statements have been prepared under
the accounting policies set out therein. We have also audited the information in the Directors’
Remuneration Report that is described as having been audited.
We have reported separately on the Group financial statements of Goldshield Group plc for the year
ended 31 March 2006.
This report is made solely to the Company’s members, as a body, in accordance with Section 235
of the Companies Act 1985. 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 auditors’ 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
The directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report
and the parent Company financial statements in accordance with United Kingdom law and
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the
Statement of Directors’ Responsibilities.
Our responsibility is to audit the parent Company financial statements and the part of the Directors’
Remuneration Report to be audited in accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the parent Company financial statements give a true and
fair view, whether the parent Company financial statements and the part of the Directors'
Remuneration Report to be audited have been properly prepared in accordance with the Companies
Act 1985 and whether the information given in the Directors' Report is consistent with the financial
statements.  We also report to you if, in our opinion, the Company has not kept proper accounting
records, if we have not received all the information and explanations we require for our audit, or if
information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with
the audited parent company financial statements. The other information comprises only the Directors,
Secretary and Advisors, Business Highlights, Chairman’s Overview, Chief Executive Officer’s
Operating Review, Report of the Finance Director, Five Year Review, Directors, Report of the
Directors, Corporate Governance Report, Corporate Social Responsibility and the unaudited part of
the Directors’ Remuneration Report. We consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the parent Company financial
statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland)
issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the parent Company financial statements and the part of
the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant
estimates and judgments made by the directors in the preparation of the parent Company financial
statements, and of whether the accounting policies are appropriate to the Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the parent Company financial statements and the part of the Directors’ Remuneration Report to
Report of the Independent Auditor to the
Members of Goldshield Group plc 55
be audited are free from material misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the parent Company financial statements and the part of the Directors’ Remuneration
Report to be audited.
Opinion
In our opinion:
• the parent Company financial statements give a true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of the Company’s affairs as at 31
March 2006; and 
•
the parent Company financial statements and the part of the Directors’ Remuneration Report to
be audited have been properly prepared in accordance with the Companies Act 1985; and 
•
the information given in the Directors’ Report is consistent with the financial statements for the
year ended 31 March 2006.
GRANT THORNTON UK LLP
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
LONDON
26 JUNE 2006
Report of the Independent Auditor to the 
Members of Goldshield Group plc
(continued) 56
Notes 2006 2005
£’000 £’000
Restated
Fixed assets
Goodwill 6 2,127 4,194 
Other intangible assets 6 17,383 22,585
Investments 7 6,871 7,275
26,381 34,054 
Current assets
Debtors: due after more than one year 8 9,919 21,018 
Debtors: due within one year 8 7–
Cash at bank and in hand 7,829 453
17,755 21,471
Creditors: amounts falling due within one year 9 (13,160) (20,069)
Net current assets 4,595 1,402 
Total assets less current liabilities 30,976 35,456 
Provisions for liabilities 10 (1,894) (2,913)
29,082 32,543
Capital and reserves
Called up share capital 11 1,856 1,854
Share premium account 12 21,485 21,359
Profit and loss account 12 5,741 9,330
Shareholders’ funds 13 29,082 32,543
The financial statements were approved by the Board of Directors on 26 June 2006 and signed on their behalf by:
Ajit Patel, Chief Executive Officer
Rakesh Patel, Finance Director
The accompanying accounting policies and notes form an integral part of these financial statements.
Company Balance Sheet at 31 March 2006 57
Company Statement of Total Recognised Gains
and Losses for the year ended 31 March 2006
2006 2005
£’000 £’000
Loss for the financial year (1,289) 5,567 
Total recognised gains and losses for the year (1,289) 5,567
Prior period adjustment (as explained in note 4) 1,668
Total recognised gains and losses recognised since the last financial statements 379
The accompanying accounting policies and notes form an integral part of these financial statements. 58
1. PRINCIPAL ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with applicable United Kingdom accounting standards and under
the historic cost convention. The Directors have reviewed the principal accounting policies and consider they remain the most
appropriate for the Company. The principal accounting policies of the Company have remained unchanged from the previous
year apart from adoption of the following standards:
• FRS 20 ‘(IFRS 2) Share Based Payment’ 
• FRS 21 ‘(IAS 19) Events After the Balance Sheet Date’
• FRS 23 ‘Borrowing Costs’ 
• FRS 24 ‘Related Party Disclosures’ 
• FRS 25 ‘Accounting for Investments’ 
• FRS 26 ‘Accounting and Reporting by Retirement Benefit Plans’ 
The application of most of these standards has had no financial effect, those which have effected the results are explained below.
Changes in accounting policies
In preparing the financial statements for the current year, the Company has adopted the following Financial Reporing Standards
that are relevant to the Company. 
FRS 21 ‘(IAS 10) Events After the Balance Sheet Date’
The adoption of FRS 21 has resulted in a change in accounting policy in respect of proposed equity dividends. If the Company
declares dividends to the holders of equity instruments after the balance sheet date, the Company does not recognise those
dividends as a liability at the balance sheet date. Previously where these equity dividends were proposed after the balance sheet
date but before authorisation of the financial statements they were recorded as liabilities at the balance sheet date. The aggregate
amount of equity dividends proposed before approval of the financial statements, which have not been shown as liabilities at the
balance sheet date, are disclosed in the notes to the financial statements. The financial effect of this change in accounting policy
is set out in note 4.
Investments
Investments in subsidiary undertakings in the balance sheet of the Company are included at the cost of the shares held less
amounts written off.
Intangible ﬁxed assets
Goodwill, brand names, know-how, licences, trademarks and similar intangible items are capitalised at historical cost net of any
provision for impairment and amortised on a straight line basis over their estimated useful economic lives, which range between
seven and ten years.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the Group an obligation to pay
more tax in the future, or a right to pay less tax in the future have occurred by the balance sheet date. Deferred tax assets are
recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been
enacted or substantially enacted by the balance sheet date. Defered taxes are not discounted.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. All other exchange differences
are dealt with through the profit and loss account.
Financial instruments
Financial assets and financial liabilities are recognised on the Company’s balance sheet when the Company becomes a party
to the contractual terms of the instrument.
• Trade receivables
Trade receivables do not carry any interest and are stated at their nominal amounts as reduced to equal the estimated present
value of the future cash flows.
• Bank borrowings
Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges
including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis to the
profit and loss account using the effective interest method and are added to the carrying value of instrument to the extent that
they are not settled in the period in which they arise.
• Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
• Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Notes to the Company’s Financial Statements 59
2. RESULT FOR THE FINANCIAL YEAR
The Company has taken advantage of Section 230 of the Companies Act 1985 and has not included its own profit and loss
account in these financial statements. The loss after tax for the year of the Company was £1,289,380 (2005: Profit
£5,566,973) which is dealt with in the financial statements of the Company.
Auditors remuneration
The audit fees for the company was £nil (2005: £nil). The audit fees of the company is recorded and paid from other subsidiaries
of Goldshield Group plc.
3. DIRECTOR AND EMPLOYEES 
There were no employees in the Company as at 31 March 2006 and 31 March 2005.
Details in respect of Directors’ emoluments are included within the Directors’ Remuneration Report on page 23.
4. PRIOR PERIOD ADJUSTMENT
FRS 21 Events after the Balance Sheet Date.
Under the terms of FRS 21 dividends which have been declared after the balance sheet date are not recognised as a liability at
that date.
The effect of changes in accounting policy on financial information of prior period is as follows:-
Dividends 2005
£’000
Dividends previously charged to profit and loss in the period 2,225
Dividends charged to profit and loss under FRS 21 557
Net increase to retained profit in the period 1,668
Retained proﬁt for the year:
As previously reported 3,342
FRS 21 1,668
As restated 5,010
Creditors: amounts falling due within one year:
As previously reported (21,737)
FRS 21 1,668
As restated (20,069)
Reserves proﬁt and loss account:
As previously reported 7,662
FRS 21 1,668
As restated 9,330
5. EQUITY DIVIDENDS
2006 2005
£’000 £’000
Ordinary shares – dividend for 2004 of 2.5 pence per share paid 15 October 2004 – 925
Ordinary shares – dividend for 2005 of 1.5 pence per share paid 17 January 2005 – 557
Ordinary shares – dividend for 2005 of 4.5pence per share paid 3August 2005 1,669 –
Ordinary shares – dividend for 2006 of 1.7pence per share paid on13January 2006 631 –
2,300 1,482
2006 2005
Pence Pence
Proposed dividend per share 5.1 4.5
2006 2005
£’000 £’000
Proposed dividend 1,8931,668
Notes to the Company’s Financial Statements 
(continued) 60
6. INTANGIBLE FIXED ASSETS
Brand names
know-how
licences and
trade marks Goodwill Total
£’000 £’000 £’000
Cost
At 1 April 2005 48,669 14,605 63,274 
Additions 225 – 225
At 31 March 2006 48,894 14,605 63,499 
Amortisation and impairment losses
At 1 April 2005 26,084 10,411 36,495 
Amortisation 4,544 1,331 5,875
Impairment losses 88373 6 1,619
At 31 March 2006 31,511 12,478 43,989
Carrying amounts
At 31 March 2006 17,383 2,127 19,510 
At 31 March 2005 22,585 4,194 26,779
The Board has considered the useful economic life for significant acquisitions and concluded in each case that the useful economic
life ranges between seven and ten years.
7. FIXED ASSET INVESTMENTS
2006 2005
£’000 £’000
Investments in Group undertakings at cost 6,871 7,275 
2006
Cost £’000
At 1 April 2005 7,275
Additions 10,467
At 31 March 2006 17,742
Amounts written off in year ended 31 March 2006 (10,871)
Net book amount at 31 March 2006 6,871
Shares in subsidiary undertakings
Refer Note 22 of Consolidated IFRS Financial Statements on Page 48.
Notes to the Company’s Financial Statements
(continued) 61
8. DEBTORS
Debtors due after more than one year 2006 2005
£’000 £’000
Amounts owing by subsidiary undertakings 9,919 21,018
Debtors due within one year
2006 2005
£’000 £’000
Prepayments and accrued income 7 –
9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2006 2005
£’000 £’000
Amounts owing to subsidiary undertakings 11,346 17,958
Capital creditors 150 –
Current taxation 1,104 1,925
Social security and other taxes 224 186
Other creditors 336 –
13,160 20,069
10. PROVISIONS FOR LIABILITIES
2006 2005
£’000 £’000
Deferred taxation 1,894 2,913
Deferred taxation provided for in the financial statements is set out below:
2006 2005
£’000 £’000
Accelerated capital allowances 1,894 2,913 
Total 1,894 2,913
2006 2005
£’000 £’000
At 1 April 2005 2,913–
Movement in the year (1,019) 2,913
At 31 March 2006 1,894 2,913
Notes to the Company’s Financial Statements
(continued) 62
Notes to the Company’s Financial Statements
(continued)
11. CALLED UP SHARE CAPITAL
2006 2005
£’000 £’000
Authorised
100,000,000 ordinary shares of 5 pence each (2005: 100,000,000) 5,000 5,000
2006 2005
£’000 £’000
Allotted, called up and fully paid
37,126,611 ordinary shares of 5 pence each (2005: 37,070,778) 1,856 1,854 
During the year 55,833 shares were issued under the unapproved employee share option scheme and the employee share save
scheme. The difference between the total consideration of £128,962 and the nominal value of £2,792 has been credited to the
share premium account
Share options
Refer Note 12 of Consolidated IFRS Financial Statements on pages 43 to 44.
12. SHARE PREMIUM ACCOUNT AND RESERVES
Proﬁt Share
& loss premium
account account
£’000 £’000
At 1 April 2005 (as restated) 9,330 21,359
Equity dividends paid (2,300) – 
Premium on allotment during the year – 126
Retained loss for the year (1,289) –
At 31 March 2006 5,741 21,485
13. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
2006 2005
£’000 £’000
Restated
Loss for the financial year after taxation (1,289) 5,567
Equity dividends paid (2,300) (1,482)
Issue of shares 128 128
Net (decrease)/increase in shareholders’ funds (3,461) 4,213
Shareholders’ funds at 1 April 2005 32,543 28,330
Shareholders’ funds at 31 March 2006 29,082 32,543
14. CONTINGENT LIABILITIES
Refer to note 23 of Consolidated IFRS Financial Statements on page 49. 63
Notice is hereby given that the Annual General Meeting of Goldshield Group plc will be held at
Panmure Gordon, 155 Moorgate, London EC2M 6XB on 9 August 2006 at 10.30am when the
following business will be transacted:-
Report and accounts
1. To receive the accounts and report of the Directors and auditors for the year ended 
31 March 2006.
Appointment of Directors
2. To re-appoint A R Patel, retiring by rotation, in accordance with the Company’s Articles of
Association, as a Director of the Company.
3. To re-appoint K V Patel, retiring by rotation, in accordance with the Company’s Articles of
Association, as a Director of the Company.
4. To re-appoint M J Reardon, retiring by rotation, in accordance with the Company’s Articles of
Association, as a Director of the Company
5. To re-appoint K O Pelton, who joined the Board in 1992, as a non-executive director of the
Company, in accordance with the Code on Corporate Governance in relation to long standing
non-executive directors.
6. To re-appoint P M Brown, who on account of reaching 70 years of age, retires and, being
eligible, offers himself for re-election at the Annual General Meeting.
7. To re-appoint Dr Keith Hellawell, who was appointed by the Board on15 May 2006, as a non-
executive director and Chairman Designate of the Company.
Auditors 
8. To re-appoint Grant Thornton UK LLP as auditors to the Company and to authorise the Directors
to fix their remuneration. 
Dividend
9. To declare a dividend of 5.1 pence per Ordinary Share.
Directors’ Remuneration Report
10. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2006.
Ordinary resolution
11. To consider and, if thought fit, to pass the following resolution, as an ordinary resolution:
That the Directors be and are generally and unconditionally authorised in connection with Section 80
of the Companies Act 1985 (the “Act”) to allot relevant securities (as defined in Section 80(2) of the
Act) (in substitution for and to the exclusion of any other power previously granted to the Directors of
the Company pursuant to Section 80 of the Act) to an aggregate nominal amount of £619,000 such
authority to expire at the conclusion of 15 months from the date of the passing of the Resolution or, if
earlier, the Annual General Meeting of the Company to be held in 2007 save that the Company may
before such expiry make an offer or agreement which would or might require relevant securities to be
allotted after such expiry and the Directors may allot relevant securities pursuant to such an offer or
agreement as if the authority granted by this Resolution had not expired provided that nothing in this
Resolution shall render unauthorised any act done or allotment of any relevant securities, or any offer
or agreement which would or might require relevant securities to be allotted and made prior to the
passing of this Resolution pursuant to any prior authority.
Notice of Annual General Meeting 64
Special resolution
12. To consider and, if thought fit, to pass the following resolution, as a special resolution:-
That, subject to Resolution set out at item 11 in this notice being duly passed, the
Directors be and are hereby empowered pursuant to Section 95 of the Companies Act
1985 ("the Act") to allot equity securities (as defined in Section 94(2) of the Act), which
are to be paid up in cash, as if Section 89(1) of the Act did not apply to such allotment,
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer by way of rights or other pre-
emptive offer in favour of the holders of Ordinary Shares and others entitled to participate
in such offer where the equity securities respectively attributable to the interests of ordinary
shareholders and others so entitled are proportionate (as nearly as may be) to the
respective number of Ordinary Shares held or deemed to be held by them, subject only to
such exclusions or other arrangements as the Directors deem necessary or expedient to
deal with fractional entitlements, legal or practical problems arising in any overseas
territory or the equipment of any regulatory body or stock exchange, or any other matter
whatsoever; and
(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to
an aggregate nominal amount of £92,817. Such power to be in substitution for and to the
exclusion of any other power previously granted to the Directors of the Company pursuant
to Section 95 of the Act, provided that nothing in this Resolution shall render unauthorised
or otherwise affect any act done or allotment of equity securities or any offer or agreement
which would or might require equity securities to be allotted, made prior to the passing of
this Resolution pursuant to any prior power (and any such prior power shall remain in full
force and effect in relation to any allotment pursuant to or arising out of any offer or
agreement as aforesaid) and the power conferred by this Resolution (unless previously
varied or revoked by a Special Resolution of the Company) shall expire at the conclusion
of the Annual General Meeting of the Company to be held in 2007 or 15 months after the
passing of this Resolution whichever is earlier but so that the power conferred by this
Resolution shall allow the Company to make before expiry of this power offers or
agreements which would or might require equity securities to be allotted after such expiry
and notwithstanding such expiry the Directors may allot equity securities in pursuance of
such offers or agreements.
Special resolution
13. To consider and, if thought fit, to pass the following resolution, as a special resolution:
That the Company be and is hereby generally and unconditionally authorised for the
purpose of Section 166 of the Companies Act 1985 ("the Act") to make one or more market
purchases (within the meaning of Section 163(3) of the Act) on the Official List of the UK
Listing Authority of Ordinary Shares of 5 pence each in the capital of the Company
("Ordinary Shares") provided that:
(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is
3,712,661 (representing approximately 10 per cent of the Company’s issued Ordinary
share capital as at 22 June 2006;
(b) the minimum price which may be paid for such Ordinary Shares is 5 pence per share
(exclusive of expenses);
(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall
be not more than 5 per cent above the average of the market values for an Ordinary Share
as derived from the London Stock Exchange Daily Official List for the five business days
immediately preceding the date on which the Ordinary Share is purchased;
(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire
at the conclusion of the next Annual General Meeting of the Company to be held in 2007
or within 15 months from the date of passing of this resolution, whichever shall be the
earlier; and
Notice of Annual General Meeting
(continued) 65
Notice of Annual General Meeting
(continued)
(e) the Company may make a contract or contracts to purchase Ordinary Shares under the
authority hereby conferred prior to the expiry of such authority which will or may be
executed wholly or partly after the expiry of such authority and may make a purchase of
Ordinary Shares in pursuance of any such contract or contracts.
By Order of the Board
S Venkateswaran
Secretary, 26 June 2006.
Registered Office: Bensham House, 324 Bensham Lane, Thornton Heath, Surrey CR7 7EQ
Registered in England & Wales under Company Number 2330913
NOTES
1. Only holders of Ordinary Shares or their duly appointed representatives are entitled to attend and vote
at the meeting. Members so entitled may appoint one or more persons to attend and (on a poll) vote on
their behalf. A proxy need not be a member of the Company.
2. A form of proxy is enclosed for use in connection with the business set out above. To be valid, the form
of proxy and any power of attorney or other authority under which it is signed must be lodged with the
Company’s Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU, not less than forty-eight hours before the time appointed for holding the General Meeting or
adjournment as the case may be.
3. Completion and return of a form of proxy does not preclude a member from attending and voting at the
meeting.
4. Copies of all Directors’ service contracts will be available for inspection at the principal business address,
NLA Tower, 12-16 Addiscombe Road, Croydon, Surrey CR0 0XT, of the Company during normal
business hours on each business day (Saturdays, Sundays and public holidays excluded) and at
Panmure Gordon, 155 Moorgate, London EC2M 6XB, fifteen minutes prior to and during the above
Annual General Meeting.
5. Pursuant to Regulation 34 of the Uncertificated Securities Regulations 1995, the Company specifies
that only those shareholders registered in the Register of Members of the Company as at 10.30am on
9 August 2006, shall be entitled to attend or vote at the above Annual General Meeting in respect of
the number of shares registered in their name at that time. Changes in the Register of Members after
that time will be disregarded in determining the rights of any person to attend or vote at the meeting. 66
Financial Calendar
27 June 2006 Announcement of results and proposal of dividend
26 July 2006 Shares become ex-dividend
28 July 2006 Record date for proposed dividend
9 August 2006 2006 Annual General Meeting
18 August 2006 Expected date of payment of proposed dividend
December 2006 Announcement of interim results and interim dividend for the six months
ended 30 September 2006
December 2006 Shares become ex-dividend
January 2007 Payment of interim dividend for 2006/07
June 2007 Announcement of results and proposal of dividend
September 2007 Shares become ex-dividend 67
Useful Information Sources for Shareholders
Internet
Information about the Group can be found on the internet at www.goldshieldplc.com
Share price information
Shareholders are able to keep track of the share price through the financial press and at the
Group’s internet site in the Investor Relations Section.
Changes in shareholder details
Shareholders should advise any changes in their personal details to the registrar, Capita
Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. 68
Notes