Annual Report
and Accounts
Financial Statements for the year ended 31 March 2004 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 10
Five Year Review 12
Directors 13
Report of the Directors 14
Corporate Governance 18
Corporate Social Responsibility 21
Remuneration Report 22
Statement of Directors’ Responsibilities 27
Report of the Independent Auditors 28
Consolidated Profit and Loss Account 30
Consolidated Statement of Total Recognised Gains and Losses 31
Consolidated Balance Sheet 32
Company Balance Sheet 33
Consolidated Cash Flow Statement 34
Notes to the Financial Statements 35
Notice of Annual General Meeting 49
Financial Calendar 52
Useful information sources for shareholders 53 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
A R Patel
K V Patel
A M Patel
R V Patel
M J Reardon
K O Pelton
R J Race 
Secretary:
J Farley
Principal bankers:
The Royal Bank of Scotland plc
280 Bishopsgate
London EC2M 4RB
Solicitors:
Jones Day
Solicitors
21 Tudor Street
London EC4Y 0DJ
Auditors:
Grant Thornton
Registered Auditors
Chartered Accountants
Grant Thornton House
Melton Street
Euston Square
London NW1 2EP
Brokers:
Panmure Gordon
A division of Lazard & Co., Limited
50 Stratton Street
London W1J 8LL
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
2004 2003
£000 £000
Trading results
Turnover 87,063 104,920
Profit on ordinary activities before taxation 3,315 3,528
(Loss) for the financial year (582) (1,452)
Proﬁt before tax is stated after charging the following items
Research and development expenditure 613 969
Amortisation costs 8,734 9,828
Impairment losses – 4,864
Professional costs in connection with Serious Fraud Ofﬁce investigation, 
Department of Health claim and Irish operations 1,154 951
Balance sheet
Fixed assets 50,089 60,622
Net current (liabilities) (6,055) (2,005)
Shareholders’ funds 43,339 47,565
Shareholder returns
Earnings per share – basic (pence) (1.6) (3.9)
Dividend per share (pence) 3.5 2.9
Business Highlights Your Company is recovering from a very difﬁcult twenty four months. We have successfully moved
virtually all support operations to Mumbai in India, reorganised the sales units in Europe and
America and intend soon to be selling products in India.
Your executive team has signiﬁcantly improved cashﬂow with the result that we have reduced our
borrowings by £8.2 million.
Despite the fact that operating proﬁts have fallen, current trading is as expected.
Under the leadership of Ajit Patel the Company is moving towards a focused style of
entrepreneurial business units that is already bringing beneﬁts to shareholders. On your behalf 
I would like to thank directors, executives and all our staff for their hard and effective work over
the last year. 
Russell Race who has served you as an independent director since July 1998 is retiring from the
board at the AGM as his other business responsibilities have increased. We are actively recruiting
a new Independent Director to ﬁll this vacancy.
Full details of the Company’s activities are contained in the Chief Executive’s review and the
Finance Director’s report and I hope you will be pleased that your Board feel conﬁdent in
recommending a ﬁnal dividend of 2.5 pence which, with the 1 pence already paid, represents an
increase of 21% over the previous year.
Finally, you will be pleased to know that your company has donated surplus drugs, worth 
over £200,000, to the Bulgarian Red Cross and, for Jordan and surrounding territories, to the
Jordanian Red Crescent for immediate distribution to families in these countries.
Peter M Brown
Chairman
14 June 2004
4
Chairman’s Overview 5
Overview
A year ago Goldshield embarked on a radical restructuring of its business. During many years of
rapid growth, group infrastructure played catch-up as we recruited and adapted to try to cope with
ever greater business demands. This ad hoc approach had to stop and we needed to rethink our
structure and systems.
Our Interims in December were also the occasion for the ﬁrst statement from our non-executive
Chairman, Peter Brown, another very important step in the development of Goldshield.
Another top priority during the year was the reduction in our debt. I am pleased to report that 
our total bank debt and deferred acquisition costs have been reduced to £5.6 million at 31 March
from £21.6 million a year ago. In order to achieve this we reduced marginal activities, drove
operational efﬁciencies and concentrated on better cash management. Financially, the group is
now in a much better position to build for the future. 
I am pleased to announce our results for the year ended March 2004. Overall sales are 
£87.1 million (2003: £104.9 million). They are a touch better than previously anticipated. 
Pre-exceptional earnings before interest, tax and amortisation (EBITA) were £13.8 million 
(2003: £19.9 million). The exceptional costs for the year were £1.2 million (2003: £1.0 million).
I am pleased to announce that the board is recommending a ﬁnal dividend of 2.5 pence (2003:
1.45 pence) bringing the total for the year to 3.5 pence (2003: 2.9 pence).
As part of our ongoing efforts to integrate businesses and provide them with focus, we have
reorganised them into smaller Strategic Units with a clearly deﬁned cost structure and grouped by
Channels of Distribution. The channels through which we distribute our products and services are:
Direct to Consumer, Retail, Hospital, Country Distributors and the yet to be established Out-
Licensing. We have also rescaled our operation in the USA giving us a better platform to build a
proﬁtable business in this lucrative market.
All units, whether they are product or service led, are now proﬁt centres. All support units are
working with a clear understanding of generating revenues over and above servicing internal
clients and contributing to the group bottom line.
The Group is introducing new performance pay systems based on parameters that are 
scientiﬁcally measurable in terms of quality and quantity deliverable. The focus is on lifetime
learning teams of entrepreneurs with the purpose of recruiting, retaining and enhancing the
customer base. This coupled with a new system of proﬁt accountability will have a signiﬁcant
impact on staff motivation.
Plans for developing a Goldshield Academy to enhance technical and management skills at all
levels have started. We are committed to recruit and develop people for both our immediate and
our future business competencies and as such this initiative is very high on our strategic agenda.
Our Indian operation, initially set up to handle outsourced processes from our operations in both
the US and Europe, has created a number of new opportunities. Our operations here have seen a
substantial expansion with over 500 staff located in Mumbai. We have been able to access high
quality staff at much lower cost than in the UK and US, taking advantage of the large numbers 
of well educated people, experienced in business and ﬂuent in English. We have recruited people
with many competencies other than call centres. These include medicine, commerce, IT and
inventory control. A signiﬁcant effort is being made to train these new staff, making sure they are
well versed in corporate goals, capable of operating with a focus on proﬁt and able to adapt to a
system that rewards well those staff able to achieve internal targets.
Our focus is to build a successful call centre business to serve Goldshield customers in Europe
and the USA and leverage this knowledge by assisting in the expansion of call centres owned 
by other companies. The total space available there will provide over 400 call centre, 250
managerial and over 160 training seats. In addition Goldshield is accessing the increasing
numbers of FDA and MHRA approved pharmaceutical plants in India. We will leverage these low
cost manufacturing capabilities by contract manufacturing our products for sale in India, Europe,
United States and other international markets which include the Middle East, South Africa 
and Australasia.
Chief Executive Officer’s Operating Review 6
Marketing and Sales Review
Direct to Consumer – Europe
Sales declined to £18.0 million (£22.1million 2003). Much of the decline is attributed to a
maturing of the market and a shortage of new customers. However we have made good progress
in the last six months in this important channel of distribution. Sales here have stabilised and the
decline halted. 
A new telemarketing Centre was established in India in May 2003. Since this time we have
enhanced our customer relationship approach, resulting in increased customer values and loyalty.
We have now undertaken a strategic review of the business and as a result have become more
customer orientated. We have also established a more focused customer recruitment group to
enhance our database.
The Internet business continues to grow and now represents over 10% of all orders processed.
More initiatives are being developed to maximise the returns from the Internet. The French
business continues to grow and during this period doubled its income through mailing and
advertising activity. At the end of this year we moved our French Call Centre to France in order to
move closer to our customers and optimise service levels.
During the year, gross margins have increased through improved purchasing on key lines, selective
introduction of price increases and the introduction of premium high margin products.
Retail Generic – Europe
The UK generics market has became increasing competitive. We are still primarily UK led in 
this distribution channel, however our European options are being evaluated. Despite tough
competition, our generic business grew 11% over the previous year with sales of £8.8 million
(2003: £7.9 million).
Inventory management issues and lower selling prices limited growth. Better focus on the 
product mix, coverage and customer loyalty plan helped increase sales. New product launches,
improvement in customer service levels and better management of cost will drive this business in
the future.
Hospital – Europe 
The hospital business in Europe has achieved sales of £12.7 million (2003: £11.1 million), an
increase of 14% over the previous year. 
The core of this business remains the Antigen injectables product range in the UK and Ireland
accounting for some 80% of its turnover. This element of our business was up 8% on the previous
year with growth mainly due to extension of some existing NHS contracts and award of some 
new ones.
Remodulin, prescribed for pulmonary arterial hypertension on a ‘named patient’ basis (due to not
having completed registration in the UK), was subject to pricing negotiations with the NHS,
resulting in a doubling of patients treated.
Following the recent granting of European marketing rights to Goldshield by Indigo Orb Inc. USA
of their spring loaded Autodetect Syringe for Epidural Procedures, a pilot study is planned in the
UK prior to an autumn launch. This is the ﬁrst step in developing a total hospital service provision
extending beyond just injectable pharmaceutical products. 
The European business has seen the biggest growth with sales up 91% to £0.9 million. The
supply problems with controlled drugs, particularly Pethidine, has impacted similarly on this
business with delays of orders which would have pushed the sales up further. Whilst many of
these issues have now been resolved, we are focused on putting safeguards in place to prevent a
reoccurrence in the future. 
The Goldshield oncology business was up 9% to £1.6 million. This growth was due to
Methotrexate contract awards for both injectable and solid dose presentations. As reported in the
Interim Statement, this year also saw the ﬁrst award for an in-house developed oncology product
Chief Executive Ofﬁcer’s Review
(continued) 7
complementing the products acquired from Wyeth. Within the coming year we will launch two
further in house developed oncology products into the UK market, with introductions into other
markets outside the UK planned.
Direct to Consumer – North America
During the period, we have reorganised our business in North America into two business units,
Goldshield Elite which focuses on multilevel marketing and Goldshield Direct which carries out
mailing and telemarketing activities. As reported earlier, we undertook considerable consolidation
here and our total operations here have been trimmed down signiﬁcantly. We had earlier in the
year sold our  products containing Ephedra, which together with rationalisation of other peripheral
activities had a marked impact on our sales which closed at £10.9 million. (2003: £26.8
million). The sales are now stable in the last 3 months and we have started the recovery process.
We are determined to build our presence here.
Since inception in June 2003, Goldshield Elite’s membership crossover from Changes
International, Golden Pride International/W.T . Rawleigh and Achievers Unlimited was slower than
anticipated. However, it increased during the ﬁrst quarter of 2004 due to various enrolment
campaigns offered to current members. Elite is in the process of consolidating all companies into
one. We expect to complete this by the end of June 2004.
Elite has adopted a new Corporate Customer Creation campaign to enrol new members. An
outbound sales campaign originating from India and a mini-web page email campaign originating
from the US will form the basis of this recruitment drive which aims to enrol 500,000 new
Members by 2010. Both campaigns were released on 1 June 2004.
Goldshield Direct, which was formed after merging PR Nutrition and Advanced Nutritional
Products, has started on recruiting new customers through outbound telemarketing campaigns
from India. This business is about a third of the size of Goldshield Elite.
Retail Brands – Europe
Sales in Retail Brands Europe reached £32.6 million this year, almost level with the previous 
year at £32.9 million. Sales in the UK increased from £22.2 million to £22.4 million, whilst in
Europe, sales declined from £10.7 million to £10.2 million.The majority of this decline is due 
to a combination of delays in technical transfers and out-of-stock situations.
In the UK, the Dispensing Doctor sales operation grew by 15% over the previous year. In January,
the Representatives started promoting Flexeze, a Glucosamine/Chondroitin product to General
Practitioners. The changes in the NHS resulted in more work focusing on Nurses, now an
important source of inﬂuence, who prescribe several Goldshield products. The Own Label business
has shown an increase in sales of 62% from £1.6 million to £2.6 million. In Ireland, traditional
Goldshield products have shown a 9% growth. 
In Europe, we have obtained a registration for Flexeze Capsules in Hungary and sales are expected
shortly. In Poland, we have submitted a registration for Flexeze Gel and in Kosovo, 8 registrations
were submitted for a variety of pharmaceutical products. As a result of Malta joining the EU, we
have had to register our products and we submitted 26 registrations. During the year, we have
identiﬁed many opportunities in the retail sector throughout Europe, which we will capitalise on.
Over the last year, the major change in the business has been the move away from a purely
prescription product business to one which markets a wider range of the Group’s products actively
through the retail channel and secondly to focus the unit on being a European wide business
ready for the expansion of the EU.
Country Distributors – Rest of World
This part of our portfolio saw a 3% decline in sales at £3.8million (2003: £3.9 million). Whilst
the Smith Kline Beecham (SKB) acquired products, which still account for more than 50% of this
Channel’s sales, grew by 11% it did not compensate for the downward sales trend in the Antigen
and Regina product sales. 8
South Africa was a source of excellent growth of over 63% over last year with Ecotrin (enteric
coated aspirin) remaining the leading product in its class for preventative use post-myocardial
infarction, coupled with the launch into the GP sector of various Flexeze (glucosamine)
formulations. Sales in Pakistan were up 34% fuelled by local sales growth across the SKB product
range. Australia/New Zealand saw a 15% growth attributable to the Goldshield product range 
and the last quarter saw preparations being ﬁnalized for the re-launch of Ecotrin in the New Year.
Thailand, which last year saw sales restricted due to product availability, recovered as soon as
supplies recommenced.
Regina business, which is mostly dependent on Duty Free Sales in the Far East, was down 18%
despite increased sales resulting from product inclusion with Thai Airways. The sales continued to
be hit by lower passenger air trafﬁc post the SARS epidemic and compounded during the year by
world-wide shortages in supply of raw material. 
Services – Global
This is a very new area of business for us. During the last 18 months of consolidation,
management restructure and the move of some of our back ofﬁce functions to India, we have
developed many competencies in the service sector. Most of these are simply an extension of what
is required for better functioning of our internal operations. Since all our service functions have
been broken down into smaller proﬁt centre units, it makes sense to offer these services externally
from our low cost base in India. In addition to incremental revenues, it will bring in better learning
and provide benchmarking against standards of others.
Whilst this is not our core business, we expect revenues to increase in the coming months.
Product Development
As part of the overall reorganisation, we have taken a fresh look at how Product Development
functions within the group. In order to fully maximise the potential of our acquired and own
developed products, we have created two product groups. Both of these are focused on their core
competencies which centre around the ability to get product registered and approved for sale. 
The unlicensed product group focuses on products that require minimum registrations and are 
a lot quicker to market, whilst the licensed product group manages the traditional prescription
product portfolio.
Both these groups will not only aim to maximize sales through all the internal Business Units but
also form relationships with external customers and promote out-licensing and sales of Goldshield
products under ‘own label’ supply. These groups are responsible for researching and developing
new products, increasing existing product leverage and developing marketing plans for all new and
selected existing products to be implemented by the internal Business Units. 
Within the unlicensed product group, we already have several exciting products in the pipeline,
focusing less on ‘me too’ and more on innovative and unique formulations, several of which will
be selected to undergo clinical evaluation in the coming months.
The focus for the Group with respect to Product Development for Licensed products over the 
last 12 months has been to consolidate the large number of product acquisitions made prior 
to March 2002. Effort has largely been concerned with transferring production into new
manufacturing sites to ensure long term continuity of supplies. This has involved the co-ordination
of Technical and Regulatory activity for these transfers especially on the signiﬁcant number of
injectable licenses acquired through the purchase of Antigen Pharmaceuticals. Despite the focus
on product transfers, the licensed product group has over the last 12 months, submitted product
license applications for 12 new molecules each representing a number of different presentations.
A number of new product licences have also been granted within European and some
International markets. The number of approvals achieved was less than our target, mainly as a
result of internal problems within the authorities.
Chief Executive Ofﬁcer’s Review
(continued) 9
Current Trading and Future Prospects
This year we will conclude the restructuring of the Group. We can then return to organic growth
and acquisitions. We now have a high-quality, highly-motivated team whose remuneration is
closely linked to their performance. Each business unit is tightly focused on its products and
markets. Our goal still remains that of better cash management. We expect to be debt free during
the current year. There is a great temptation to focus on immediate and short term results.
Nevertheless it is right to continue with the process of change started last year. I am conﬁdent
that with a better balance sheet, a more organised and efﬁcient infrastructure and a better quality
and motivated team, sales growth will resume during 2005/06 ﬁnancial year.
There is nothing new to report on either the SFO investigation or the DoH litigation. An update 
on the changes in the legal matters arising from our Irish acquisitions is set out in note 26 to the
ﬁnancial statements. We expect to continue defending our position until a proper and satisfactory
resolution has been achieved.
Ajit Patel
Chief Executive Ofﬁcer
14 June 2004 10
Turnover
Turnover for the year was lower at £87.1 million (2003: £104.9 miilion).
Sales in the UK & Western Europe were marginally lower at £70.3 million (2003: £72.5 million)
primarily due to lower sales of healthcare products.
Sales in the US were £10.9 million (2003: £26.8 million). The reduction was due to closure of
the Portland Call Centre and our ceasing to sell Ephedra products.
Sales in the Rest of the World registered an increase of 6% at £5.9 million (2003: £5.5 million)
which was primarily due to income from our India Ofﬁce which commenced call centre services
from the current year.
Gross proﬁt
The Group’s gross proﬁt for the year was £52.2 million (2003: £74.0 million). The gross margin
achieved was 60.1% (2003: 70.6%). This reduction was a result of a change in product mix.
Operating results
The Group operating proﬁt was £3.9 million (2003: £4.3 million) representing 4.4% of Turnover
(2003: 4.1%) The operating margin remains suppressed due to the impact of:-
• Exceptional legal and professional fees in connection with the SFO, Department of Health
claim and issues arising out of the Irish operations – see note 26 to the Financial Statements.
• Additional costs in setting up the India Ofﬁce with costs in the UK and USA running parallel
for part of the year
• Higher overhead costs in running the Goldshield Vitality TV Channel, which has since been
discontinued, effective 1 January 2004
Research and Development expenditure
Research and Development expenditure incurred and written off direct to the proﬁt and loss
account was £0.6 million (2003: £1.0 million). As at 31 March 2004 the Group does not have
any capitalised development expenditure (2003: nil).
Taxation
The taxation charge of £3.9 million (2003: £5.0 million) represents an effective tax rate of
118.1% (2003: 141.8%). The tax rate is high as a result of tax losses in the United States,
where deferred tax assets are not currently being recognised and other items which do not qualify
for tax relief. Deferred tax credit included in the tax charge was £2.6 million (2003: deferred tax
charge of £0.7 million)
Report of the Finance Director 11
Earnings and dividend
Basic earnings per share is (1.6) pence (2003: (3.9) pence). There are no diluted earnings per
share.
The Directors propose a ﬁnal dividend of 2.5 pence per share representing a total dividend for the
year of 3.5 pence (2003: 2.9 pence). The ﬁnal dividend will be subject to approval at the Annual
General Meeting, to be held on 28 July 2004, and is expected to be paid on 15 October 2004 
to Ordinary Shareholders on the register at the close of business on 24 September 2004.
Cash ﬂow and liquidity
At the year-end the Group had cash balances of £0.2 million (2003: £2.4 million).
As at 31 March 2004 the Group had bank loans outstanding of £5.5 million (2003: £13.7
million). The entire loan outstanding is due within one year.
During the year the Group also settled liabilities in respect of deferred consideration payments due
on acquisitions of £7.2 million.
As at 31 March 2004 the Group had liabilities in respect of deferred consideration payments due
on acquisitions of £0.1 million (2003: £7.9 million)
The Directors are conﬁdent that all current and future liabilities can be met from the Group’s
operating cash ﬂow when they fall due.
Transition to International Financial Reporting Standards
We have identiﬁed the areas of our ﬁnancial statements that will be most affected by the
transition to IFRS. The main issues identiﬁed are the non amortisation on goodwill arising on
business combinations, share based payment, the treatment of deferred tax assets and ﬁnancial
instruments.
We are currently identifying data capture issues and are taking steps to ensure that all IFRS
information is identiﬁed in our ﬁnancial reporting system. In the coming year we will calculate the
transition balance sheet, produce interim ﬁgures under IFRS and do an IFRS dry run with the
March 2005 comparative ﬁgures.
Rakesh Patel
Finance Director
14 June 2004 12
2004 2003 2002 2001 2000
£000 £000 £000 £000 £000
Trading results
Turnover 87,063 104,920 100,433 70,513 52,646
Operating profit 3,876 4,272 16,228 12,421 8,892
Profit on ordinary activities before taxation 3,315 3,528 15,856 12,558 9,366
(Loss)/profit for the financial year (582) (1,452) 10,490 7,986 5,980
(Loss)/profit retained for the year (1,877) (2,521) 8,877 6,737 5,038
Balance sheet
Fixed assets 50,089 60,622 72,967 61,706 45,003
Net current (liabilities)/assets (6,055) (2,005) 781 (4,459) (2,807)
Cash & cash deposits 186 2,433 9,320 6,707 11,353
Shareholders’ funds 43,339 47,565 51,174 42,412 35,109
Shareholder returns
Earnings per share – basic (pence) (1.6) (3.9) 28.6 22.1 17.2
Earnings per share – diluted (pence) – – 28.1 21.2 16.5
Dividend per share (pence) 3.50 2.90 4.35 3.45 2.60
Employee numbers
Average number of 
employees in the year 648 407 335 304 256
Five Year Review 13
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
Dawson Holdings plc, Independent Remuneration Solutions and County Contact Centres plc. 
He is also director of a number of private companies.
AJIT R PATEL Bpharm MRPharmS, Chief Executive, 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, Marketing Director, Direct to Consumer,
joined Goldshield in 1993. Prior to this he was Group Sales and Marketing Manager at Colorama
Processing Laboratories. He has responsibility overall for achieving growth in sales and profitability
of the Group’s healthcare products in UK and Western Europe. He was appointed Marketing
Director in January 1998.
MIKE J REARDON, MBA, BSc (Hons), Marketing Director, Pharmaceuticals, 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 is
responsible for achieving growth in sales of both pharmaceutical and healthcare products in retail,
hospital and distributor channels. 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 Ltd, Murray Johnstone Developments
Limited, Beamtech Limited, Integrated Micro Products plc and Pharmagene plc.
RUSSELL J RACE BA (Hons) JP, Independent Non-Executive Director, joined Goldshield in 
July 1998. He was formerly Corporate Finance Director with stockbrokers Hoare Govett and is
Non-Executive Chairman of T Clarke plc. 14
The Directors present their report together with the financial statements for the year ended
31 March 2004.
Principal activities
The Group is engaged in the development, marketing, and distribution of pharmaceutical and
healthcare products. The Company itself is the parent undertaking of the Group and did not trade
with third parties during the year.
Results and dividends
The profit before tax on ordinary activities of the Group was £3,315,000. The Directors
recommend the payment of a final dividend for the year of 2.5 pence per Ordinary Share expected
to be made on 15 October 2004 to those members on the register at the close of business on 
24 September 2004. Together with the interim dividend of 1.0 pence per Ordinary Share paid on
20 January 2004, this makes a total dividend payment of 3.5 pence per Ordinary Share (2003:
2.9 pence).
Business review and future developments
A review of the Group’s activities during the year and prospects for its future development are
detailed in the Chief Executive Officer’s Review on pages 5 to 9 and the Report of the Finance
Director from pages 10 to 11, both of which form part of this report.
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
2003 and 31 March 2004, 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 2004 1 April 2003
Executive Directors
A R Patel 3,783,752 3,800,000
K V Patel 1,739,791 1,734,791
R V Patel 689,791 639,791
A M Patel 506,916 506,916
M J Reardon 1,000 1,000
Non-Executive Directors
P M Brown (Note 1) 60,000 nil
K O Pelton 118,800 118,800
R J Race 1,500 1,500
Note: 1. Twenty thousand of P M Brown’s shares are owned by Synergy Holdings Limited, a company controlled by him.
AO Oades resigned on 23 June 2003 and M J Reardon was appointed to the Board on the 
same date.
As at 10 June 2004 there had been no change in Directors’ shareholdings since 31 March 2004.
Details of Directors’ share options are set out in the Remuneration Report on pages 22 to 26.
A R Patel and K V Patel retire by rotation, and being eligible, offer themselves for re-election at
the Annual General Meeting.
In accordance with the Articles of Association, P M Brown, who was appointed by the Board 
on 4 August 2003, and M J Reardon who was appointed on 23 June 2003 retire and, being
eligible, offer themselves 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.
Report of the Directors 15
Employees
At 31 March 2004 the Group employed 737 personnel of whom 151 are based in the UK, 
55 in North America, 10 in Ireland and 521 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 continual training and development, facilitated by
Investors in People. Applications for employment by disabled persons are given full and fair
consideration for all vacancies in accordance with their particular aptitudes and abilities. In the
event of employees becoming disabled every effort is made to retrain them in order that their
employment with the Group may continue.
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 communications, 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.
Information about the Group’s activities is regularly communicated through notices and
staff meetings.
Employee share save scheme
An employee share 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 share save 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 share save contract.
Share options
During the year the Directors granted share options to employees. Details of these are set out 
in note 18 to the financial statements.
Details of the Directors’ Share Options are shown in the Remuneration Report on page 25.
Charitable and political donations
Donations to charitable organisations amounted to £78,460 (2003: £3,327). In addition 
the group donated over £200,000 worth of drugs to the Bulgarian Red Cross and Jordanian 
Red Crescent.
Donations to political organisations amounted to £nil (2003: £nil). 16
Substantial shareholders
As at 25 May 2004 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 8,484,629 22.9
Halifax Share Dealing Services 2,532,500 6.8
Hermes Assurance Limited 2,521,310 6.8
Gartmore Investment Management Limited 1,396,531 3.8
Legal and General 1,242,714 3.4
Barclays Global Investors 1,271,703 3.4
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 49 days purchases (2003: 61 days).
Research and Development
Details of research and development expenditure are shown in the Report of the Finance Director
on page 10 under Research and Development expenditure.
Auditors
Grant Thornton offer themselves for reappointment as auditors in accordance with Section 385 
of the Companies Act 1985. On 1 July 2004 the Grant Thornton partnership will transfer its
business to a limited liability partnership Grant Thornton UK LLP. Under Section 26 (5)
Companies Act 1989 the directors intend to consent to extend the audit appointment to Grant
Thornton UK LLP from 1 July 2004.
Annual General Meeting
It is proposed that the next AGM be held on 28 July 2004, at 10.00 am, notice of which is 
set out on pages 49 to 51. In addition to the proposed resolutions to receive the Reports 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 10 – Ordinary Resolution)
The Directors seek to renew this authority each year at the AGM. The effect of resolution 9 is to
grant to the Directors authority to allot new securities limited to a maximum amount of £617,000
representing approximately one third of the Company’s issued share capital as at 31 March 2004
(being the date of the Company’s last Annual Accounts). This renewed authority would remain in
force for 15 months from the passing the resolution or, if earlier, the next AGM.
Disapplication of pre-emption rights (Resolution 11 – 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
Report of the Directors
(continued) 17
1,850,887 equity securities, representing approximately 5% of the issued share capital of the
Company as at 31 March 2004. This renewed authority would remain in force for 15 months
from the passing the resolution or, if earlier, the next AGM.
Company’s authority to purchase its own shares (Resolution 12 – 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
3,701,774 shares, representing approximately 10% of the issued share capital of the Company
as at 10 June 2004 (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 10 June 2004 
was 1,977,621, representing approximately 5.3% 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 10 June 2004 would represent 4.86%
of the issued share capital (assuming no other further ordinary shares were issued after that date).
BY ORDER OF THE BOARD
J Farley
Secretary
14 June 2004 18
Corporate Governance
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 (1998).
Compliance Statement
The Group complied throughout the year except in three cases. The membership of the audit
committee did not comprise three non-executive directors throughout the year (provision D.3.1)
and that the non-executives comprised less than one third of the Board (provision A.3.1). Both
were remedied by the appointment of Peter Brown in August 2003. In addition, the transfer of
many business functions to India has prevented the audit committee from conducting its annual
review of internal controls on behalf of the Board this year (provision D.2.1).
The Board has conducted a corporate governance review to identify the extent of its compliance
with the Revised Code and is moving towards compliance with the Code in all material respects
having regard to its size and the exceptions permitted under the Codes in respect of smaller listed
companies. The Board has yet to introduce a process for evaluating the performance of the Board,
Committees and Independent directors. It is intending to work towards introducing an appropriate
evaluation process.
Board composition
The Board comprises the non-executive chairman (whom the Board considers to be independent),
the chief executive, four executive directors and two other non-executive directors (whom the
Board also consider to be independent).
All directors submit themselves for re-election at least every three years and at the ﬁrst AGM after
appointment. Non-executive directors retire by rotation in accordance with the Company’s Articles
of Association and one third of the Directors retire each year. Ken Pelton is the senior non-
executive director and having joined the Board in 1992 submits himself for reelection at the next
Annual General Meeting.
The Board met seven times during the year under review and has a schedule of matters reserved
to it for decision. At each meeting the Board receives reports from the chief executive, the ﬁnance
director, other directors and senior management as required.
The Board has three committees as follows:-
Audit committee
Russell Race (chairman)
Peter Brown
Ken Pelton
The committee’s terms of reference are to review the ﬁnancial statements and to monitor
accounting and ﬁnancial procedures and policies, including statutory and regulatory compliance. 
Audit committee meetings are also attended by representatives of the Group’s auditors 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.The Audit
Committee also meets with the Group’s auditors in the absence of management.
The Group’s auditors, Grant Thornton, provide some non-audit services. The Board does not
regard these to be signiﬁcant or to threaten their independence. The level of non-audit fees is
reviewed on an annual basis.
The Audit committee met three times in the year under review. 19
Remuneration committee
Ken Pelton  (chairman)
Peter Brown
Russell Race
The Remuneration committee meets at least two times in each ﬁnancial year  and determines 
the Directors’ remuneration. None of the committee has 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.
Nomination committee
Peter Brown
Ajit Patel
Russell Race
Ken Pelton
The Nomination Committee meets as required to select and recommend suitable candidates to the
Board for both executive and non-executive appointments. Following a recruitment and selection
process, the Committee decided to nominate Peter Brown as Chairman due to his considerable
experience as a Company Director.
Shareholder relations
The chairman, the chief executive and the ﬁnance director hold meetings with institutional
shareholders to discuss the Group’s strategy and ﬁnancial performance.
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 and support unit is
reviewed at regular monthly meetings. The full Board also reviews business risk and control issues
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.
• 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 both business and support
units resulting in an annual budget approved by the full board and with provision for reforecasts.
• acquisitions – purchases of companies and products are approved by the full Board and are
required to meet business ﬁt and ﬁnancial return criteria.
• information systems – the group’s accounting systems are backed up and scaleable to meet
business needs.
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.  20
Additional steps taken to audit and control ﬁnancial and other risks within the year under 
review include :-
• appointment of a team of internal auditors to carry out a review of ﬁnancial controls and other
systems in the Mumbai ofﬁce; and
• appointment of an internal auditor to review compliance with medical regulatory requirements
under wholesale dealer and other licences.
The Board fully recognises the importance of adopting appropriate risk control measures and has
intentions to further enhance such controls in relation in particular to sensible business continuity
measures to enable the business to survive risks which it is likely to face in the current climate,
with particular emphasis on ensuring that IT and other key systems are robust and appropriate to
the needs of the business.
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 2004 is set out in the Report of the Finance Director.
Corporate Governance
(continued) 21
Corporate Social Responsibility
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, in the current climate of international terrorist activity.
Ethics
The Group has policies on for example, 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 730 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 has been introduced to
supplement the one to one appraisal procedures already in place.
Community involvement
Employees are encouraged to make contributions to charities and other community causes and
collections are regularly made for charitable purposes. Goldshield has made donations of surplus
drugs to the Bulgarian Red Cross and Jordanian Red Crescent for distribution to those in need in
Bulgaria and Jordan and surrounding territories. 22
Remuneration Report
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
In accordance with Section 241A of the Companies Act 1985, the Board presents the
Remuneration Report for Shareholder approval. Directors’ remuneration is determined by the
Remuneration Committee.
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, nor any day
to day involvement in the running of the business. The Committee consults the Chief Executive
Ofﬁcer about the Board’s proposals and has access to professional advice from inside and outside
the Group. The Committee carries out its policy on behalf of the Group Board. It meets at least
twice per annum.
Policy on Executive Directors’ remuneration
Executive Directors’ remuneration packages are designed to attract, motivate and retain Directors
of the calibre necessary to maintain the Group’s successful growth and to reward them for
enhancing shareholder returns. The Committee measures the performance of the Executive
Directors, paying particular attention to earnings per share growth. The Committee takes into
account remuneration levels in other companies, although comparisons are treated with caution 
to avoid an upward ratchet in remuneration levels.
There are three elements of the remuneration package:
• Basic annual salary and pension contributions
• Share option incentives
• Bonus
Each Executive Director’s basic salary is reviewed annually by the Committee. The Committee has
regard to salary levels in other emerging pharmaceutical companies as well as performance and
other internal factors. Salaries were last reviewed in March 2004 and it was decided, in the light
of the improved outlook, but recognising the continuing need to control costs tightly, to award
increases averaging 4.8%. Furthermore, some remuneration which has been waived during the
past year by some of the Directors, including the Chief Executive, Ajit Patel, has been restored for
the coming year.
Share options are seen as an effective tool for aligning Directors’ rewards with shareholder 
returns and maintaining a stable senior management team. As disclosed in the 2003 Report and
Accounts and following discussions with shareholders staff holding options with exercise prices
over £5 were offered the opportunity to exchange these for half the number of options with an
exercise set at 25% premium to the current market price. In the event holders of 481,358 options
exchanged their options with an exercise price of £1.96. Directors were ineligble. The Committee
believes that this has had a beneﬁcial impact on staff morale, motivation and retention. All
Directors’ options granted post ﬂotation are subject to performance criteria. These criteria measure
earnings per share and turnover growth against both absolute and relative targets and do not
beneﬁt from retesting if the targets are missed.
It is planned to introduce a bonus scheme covering all executive Directors, management and staff
during the current year. Awards under the bonus scheme will be based upon individual and group
performance and include an element of deferred payment. With increasing staff numbers overseas,
many of whom do not readily identify with options over shares in a UK listed company, the bonus
scheme is seen as an important component of overall remuneration policy. 23
The remuneration of Non-Executive Directors is decided by the full Board, the Non-Executive
Directors abstaining. Peter Brown, who joined as non executive chairman during the year, is being
remunerated partly in shares and Ken Pelton intends to take a proportion of the fees receivable by
the K O Pelton Partnership in shares.
The following table gives details of the contract of service for each person who has served as a
Director of the Company during the year.
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 15 May 1998 6 months 6 months Contractual only None
K V Patel 15 May 1998 6 months 6 months Contractual only None
R V Patel 15 May 1998 6 months 6 months Contractual only None
A M Patel 15 May 1998 6 months 6 months Contractual only None
K O Pelton 1 April 1992 6 months 6 months Contractual only None
R J Race 22 July 1998 None 5 weeks Contractual only None
M J Reardon 16 April 2003 6 months 6 months Contractual only None
Given the short notice periods applicable, mitigation issues are unlikely to arise.
Performance Graph
The above graph shows Goldshield’s Total Shareholders’ Return (TSR) performance 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 and as such 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.
GOLDSHIELD GROUP – TOT RETURN IND
FTSE SMALL CAP PRICE – TOT RETURN IND
1999 2000 2001 2002 2003
RELATIVE INDEX
100
150
200
250
300
350
Source: DATASTREAM
50
2004 24
Section 2: Information subject to audit
Directors’ emoluments
Salary,
Gains consultancy
Salary Shares on exercise fees
and taxable received as  Consultancy of share and taxable
beneﬁts remuneration Fees options Pension Total beneﬁts Pension Total
2004 2004 2004 2004 2004 2004 2003 2003 2003
Executive Directors £ £ £ £ £ £ £ £ £
A R Patel 350,432 – – – 7,773 358,205 346,493 31,100 377,593
K V Patel 221,723 – – – 15,100 236,823 220,866 19,600 240,466
R V Patel 193,813 – – 26,250 17,000 237,063 193,928 17,000 210,928
A M Patel 183,186 – – – 16,000 199,186 182,926 16,000 198,926
A G Oades* 34,763 – – – 3,000 37,763 141,003 12,000 153,003
M J Reardon 99,643 – – – 11,687 111,330 – – –
Non-Executive Directors
P M Brown (Note 1) 12,290 75,700 – – – 87,990 – – –
K O Pelton (Note 2) –– 27,995 – – 27,995 27,995 – 27,995
R J Race 21,500 – – – – 21,500 21,500 – 21,500
1,117,350 75,700 27,995 26,250 70,560 1,317,855 1,134,711 95,700 1,230,411
*Resigned on 23 June 2003
Notes:
(1) PM 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 £75,700.
(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.
Remuneration Report
(continued) 25
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 – – – 84,973 366 23 July 2007 22 July 2012
Share Save 6,013 – – – 6,013 275.2 1 Aug 2007 31 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
Share Save 3,452 – – – 3,452 275.2 1 Aug 2005 31 Jan 2006
293,466 – – 293,466
R V Patel
Unapproved 150,000 – – (50,000) 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
Share Save – – – – – 436 1 April 2007 30 Sep 2007
Unapproved 46,448 – – – 46,448 366 23 July 2007 22 July 2012
Share Save 6,013 – – – 6,013 275.2 1 Aug 2007 31 Jan 2008
258,230 – – (50,000) 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
Share Save – – – – – 436 1 April 2009 30 Sep 2009
Unapproved 43,716 – – – 43,716 366 23 July 2007 22 July 2012
Share Save 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 23 July 2012
Unapproved – 9,677 – – 9,677 196 4 April 2006 3 Aug 2013
Share Save – 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 – – 14,193 196 4 Aug 2008 3 Aug 2013
Share Save 3,452 – (3,452) – – 275.2 1 Aug 2005 31 Jan 2006
25,992 36,508 (3,452) – 59,048
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 2004 was 232 pence and the range during
the year ended 31 March 2004 was 137.5 pence to 245 pence. 26
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 share save scheme
The Company established an Inland Revenue approved savings related share save 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
K O Pelton
Chairman of the Remuneration Committee
14 June 2004
Remuneration Report
(continued) 27
United Kingdom 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
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. They are responsible for ensuring that the Annual Report includes information
required by the Listing Rules of the Financial Services Authority.
Statement of Directors’ Responsibilities 28
We have audited the financial statements of Goldshield Group plc for the year ended 31 March
2004 which comprise the principal accounting policies, the consolidated profit and loss account,
the balance sheets, the consolidated cash flow statement, the consolidated statement of total
recognised gains and losses and notes 1 to 28. These financial statements have been prepared
under the accounting policies set out therein. We have also audited the information in the
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, the Remuneration Report and the
ﬁnancial statements in accordance with United Kingdom law and accounting standards are set out
in the statement of directors’ responsibilities.
Our responsibility is to audit the ﬁnancial statements and the part of the Remuneration Report 
to be audited in accordance with relevant legal and regulatory requirements and United Kingdom
auditing standards.
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and
whether the ﬁnancial statements and the part of the Remuneration Report to be audited have
been properly prepared in accordance with the Companies Act 1985. We also report to you if, in
our opinion, the Directors’ report is not consistent with the ﬁnancial statements, if the company
has not kept proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information speciﬁed by law regarding Directors’
remuneration and transactions with the group is not disclosed.
We review whether the corporate governance statement reﬂects the company’s compliance with
the seven provisions of the Combined Code speciﬁed for our review by the Listing Rules of the
Financial Services Authority, and we report if it does not. We are not required to consider whether
the 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 ﬁnancial statements. This other information comprises only Business Highlights,
Chairman’s Overview, Chief Executive Ofﬁcer’s Operating Review, Report of the Finance Director,
Five Year Review, Report of the Directors, Corporate Governance and the unaudited part of 
the Remuneration Report. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the ﬁnancial statements. Our
responsibilities do not extend to any other information.
Basis of opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant 
to the amounts and disclosures in the ﬁnancial statements and the part of the Remuneration
Report to be audited. It also includes an assessment of the signiﬁcant estimates and judgements
made by the Directors in the preparation of the ﬁnancial statements, and of whether the
accounting policies are appropriate to the Group’s circumstances, consistently applied and
adequately disclosed.
Report of the Independent Auditors to the
Members of Goldshield Group plc 29
We planned and performed our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufﬁcient evidence to give reasonable
assurance that the ﬁnancial statements and the part of the Remuneration Report to 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 ﬁnancial statements and the part of the Remuneration Report to be audited.
Opinion
In our opinion:
• the ﬁnancial statements give a true and fair view of the state of affairs of the Company and 
the Group at 31 March 2004 and of the results of the Group for the year then ended; and
• the ﬁnancial statements and the part of the Remuneration Report to be audited have been
properly prepared in accordance with the Companies Act 1985.
Grant Thornton, 
Registered Auditors, 
Chartered Accountants, 
London
14 June 2004
Note: 
The maintenance and integrity of the Goldshield website is the responsibility of the directors: the work carried out by the
auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes
that may have occurred to the ﬁnancial statements since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the ﬁnancial statements may differ from
legislation in other jurisdictions. 30
Consolidated Proﬁt and Loss Account 
for the year ended 31 March 2004
Before
Notes exceptional Exceptional Total Total
items items 2004 2003
(Note 3)
£000 £000 £000 £000
Turnover 2 87,063 – 87,063 104,920
Cost of sales (34,878) – (34,878) (30,838)
Gross profit 52,185 – 52,185 74,082
Other Operating Income 3 418 – 418 –
Distribution costs (5,253) – (5,253) (11,092)
Impairment losses – – – (4,864)
Exceptional legal and professional costs – (1,154) (1,154) (951)
Other administrative expenses (42,320) – (42,320) (52,903)
Administrative expenses (42,320) (1,154) (43,474) (58,718)
Operating profit 5,030 (1,154) 3,876 4,272
Net interest 4 (561) – (561) (744)
Profit on ordinary activities before taxation 3 4,469 (1,154) 3,315 3,528
Tax on profit on ordinary activities 6 (3,917) – (3,917) (5,004)
Profit/(Loss) on ordinary activities after taxation 552 (1,154) (602) (1,476)
Equity minority interests 20 – 20 24
Profit/(Loss) for the financial year 572 (1,154) (582) (1,452)
Equity dividends 8 (1,295) – (1,295) (1,069)
(Loss) transferred from reserves 19 (723) (1,154) (1,877) (2,521)
Earnings per share
Basic (pence) 9 (1.6) (3.9)
Diluted (pence) 9 – –
Dividend per share (pence) 8 3.5 2.9
All operations are continuing.
A statement of movement of reserves is given in note 19.
The accompanying accounting policies and notes form an integral part of these financial statements. 31
Group
2004 2003
£000 £000
(Loss) for the financial year (582) (1,452)
Currency differences on foreign currency net investments (2,513) (1,118)
Total recognised gains and losses for the year and total gains and losses 
recognised since the last financial statements (3,095) (2,570)
Consolidated Statement of Total Recognised Gains
and Losses for the year ended 31 March 2004
The accompanying accounting policies and notes form an integral part of these financial statements. 32
Consolidated Balance Sheet at 31 March 2004
Notes 2004 2003
£000 £000
Fixed assets
Goodwill 10 21,456 26,744
Other intangible assets 10 27,300 32,620
Intangible assets 10 48,756 59,364
Tangible assets 11 1,333 1,258
50,089 60,622
Current assets
Stocks 13 13,99115,444
Debtors: due within one year 14 13,426 16,648
Cash at bank and in hand 24 186 2,433
27,603 34,525
Creditors: amounts falling due
within one year 15 (33,658) (36,770)
Net current (liabilities) (6,055) (2,245)
Total assets less current liabilities 44,034 58,377
Creditors: amounts falling due
after more than one year 16 – (7,500)
Provisions for liabilities 
and charges 17 (589) (3,186)
43,445 47,691
Capital and reserves
Called up share capital 18 1,851 1,846
Share premium account 19 21,234 21,075
Profit and loss account 19 20,254 24,644
Shareholders’ funds 20 43,339 47,565
Equity minority interests 21 106 126
Total capital employed 43,445 47,691
The financial statements were approved by the Board of Directors on 14 June 2004, and signed on their behalf by:
Ajit Patel, Chief Executive Officer
R V Patel, Finance Director
The accompanying accounting policies and notes form an integral part of these ﬁnancial statements. 33
Company Balance Sheet at 31 March 2004
Notes 2004 2003
£000 £000
Fixed assets
Investments 12 7,274 5,642
Current assets
Debtors: due after more than one year 14 22,332 11,444
Debtors: due within one year 14 7,361 21,591
29,693 33,035
Creditors: amounts falling due within one year 15 (9,562) (5,183)
Net current assets 20,131 27,852
Total assets less current liabilities 27,405 33,494
Creditors: amounts falling due after more than one year 16 – (7,500)
27,405 25,994
Capital and reserves
Called up share capital 18 1,851 1,846
Share premium account 19 21,234 21,075
Profit and loss account 19 4,320 3,073
Shareholders' funds 27,405 25,994
The financial statements were approved by the Board of Directors on 14 June 2004 and signed on their behalf by:
A R Patel, Chief Executive Officer
R V Patel, Finance Director
The accompanying accounting policies and notes form an integral part of these financial statements. 34
Consolidated Cash Flow Statement 
for the year ended 31 March 2004
Notes 2004 2003
£000 £000
Net cash inﬂow from operating activities 22 18,397 11,232
Returns on investments and servicing of ﬁnance
Interest received 32 81
Interest paid (593) (825)
Net cash outﬂow from returns on investments and servicing of ﬁnance (561) (744)
Taxation
Corporation tax paid (3,098) (4,582)
Capital expenditure and ﬁnancial investment
Purchase of tangible fixed assets (703) (1,177)
Purchase of intangible fixed assets – (2,626)
Proceeds on disposal of tangible fixed assets – 106
Net cash outﬂow from capital expenditure and ﬁnancial investment (703) (3,697)
Acquisitions and disposals
Purchase of businesses and deferred consideration (7,207) (5,917)
Equity dividends paid (905) (1,605)
Net cash outﬂow before ﬁnancing 5,923 (5,313)
Financing 
New bank loan – 1,234
Bank loan payment (8,180) (2,838)
Issue of shares 10 30
Cash(outﬂow) from ﬁnancing (8,170) (1,574)
(Decrease) in cash 23 (2,247) (6,887)
The accompanying accounting policies and notes form an integral part of these financial statements. 35
Notes to the Financial Statements
1 PRINCIPAL ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with applicable United Kingdom accounting standards and under
the historic cost convention. The Directors have reviewed the principal accounting policies and consider they remain the most
appropriate for the Group. The principal accounting policies of the Group have remained unchanged from the previous year and
are set out below.
Basis of consolidation
The Group ﬁnancial statements consolidate those of the Company and of its subsidiary undertakings drawn up to 31 March
2004. Proﬁts or losses on intra-group transactions are eliminated in full. The results of the subsidiary undertakings acquired
during the year have been included from the date of acquisition. On acquisition of a subsidiary, all of the subsidiary’s assets
and liabilities which exist at the date of acquisition are recorded at the fair values reflecting their condition at that date.
Goodwill arising on consolidation, representing the excess of the fair value of the consideration given over the fair values of the
identifiable net assets acquired, is capitalised net of any provision for impairment and is amortised on a straight line basis over
its estimated useful economic life.
Investments
Investments in subsidiary undertakings in the balance sheet of the Company are included at the cost of the shares held less
amounts written off.
Turnover
Turnover is the total amount receivable by the Group for goods supplied and services provided, excluding value added tax 
and trade discounts. Turnover is recognised on the delivery of goods and services to customers.
Intangible ﬁxed assets
Brand names, know-how, licences, trademarks and similar intangible items are capitalised at historical cost net of any 
provision for impairment and amortised on a straight line basis over their estimated useful economic lives, which range 
between seven and ten years.
Depreciation
Depreciation is calculated to write down the cost, less estimated residual value, of all tangible ﬁxed assets other than freehold
land over their expected useful economic lives.
The rates generally applicable are:
Freehold buildings 4% p.a. straight line
Office equipment 20% p.a. straight line
Plant and equipment 15% p.a. straight line
Motor vehicles 20% p.a. straight line
Depreciation commences in the month of purchase and is calculated on a pro rata basis in the year of acquisition.
Stocks
Stocks are stated at the lower of cost and net realisable value.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the Group an obligation to pay
more tax in the future, or a right to pay less tax in the future have occurred by the balance sheet date. Deferred tax assets are
recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have
been enacted or substantially enacted by the balance sheet date.
Pensions
The Group operates a deﬁned contribution pension scheme whereby contributions are made to individual employee pension
plans of certain employees. These costs are charged against proﬁts in respect of the accounting period in which they are paid.
Leased assets
Payments made under operating leases are charged to the proﬁt and loss account on a straight line basis over the period 
of the lease. 36
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. The financial statements
of foreign subsidiaries are translated at the rate of exchange ruling at the balance sheet date. The exchange differences arising
from the re-translation of the opening net investment in subsidiaries are taken directly to reserves. Where exchange differences
result from the translation of foreign currency borrowings raised to acquire foreign assets (including equity investments) they are
taken to reserves and offset against the differences arising from the translation of those assets. All other exchange differences
are dealt with through the profit and loss account. This accounting policy is as prescribed by Statement of Standard Accounting
Practice 20.
Research and development expenditure
All research and development expenditure is written off to the proﬁt and loss account in the period in which it is incurred. 
Financial instruments
Financial assets are recognised in the balance sheet at the lower of cost or net realisable value. Provision is made for
diminution in value where appropriate.
Interest receivable is accrued and credited to the profit and loss account in the period to which it relates.
Share options
The estimated cost of share options granted (being the difference between exercise price and market value at the date of grant)
are accrued over the period to which the benefit relates.
2 SEGMENTAL REPORTING 
Turnover and profit on ordinary activities before taxation are attributable to the principal activity of the Group.
2004 2003
£000 £000
Turnover by destination:
United Kingdom 59,294 61,440
Western Europe Excluding the United Kingdom 11,062 11,108
North America 10,851 26,845
Rest of the World 5,856 5,527
87,063 104,920
Turnover by origin:
United Kingdom 62,798 65,802
North America 10,851 26,844
Ireland 12,598 12,274
India 816 –
87,063 104,920
Operating profit:
United Kingdom 1,758 7,513
North America (3,191) (6,123)
Ireland 4,679 2,882
India 630 –
3,876 4,272
Net assets:
United Kingdom 35,917 59,216
North America (3,778) (1,022)
Ireland 16,654 3,177
India 152 –
Unallocated (5,500) (13,680)
43,445 47,691
Notes to the Financial Statements
(continued) 37
3 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The profit on ordinary activities is stated after charging/(crediting):
2004 2003
£000 £000
Auditors' remuneration:
– Audit services 133 147
– Non audit services (see below) 109 74
Depreciation and amortisation:
– Intangible fixed assets 8,734 9,828
– Tangible fixed assets 514 477
Hire of plant and machinery 76 60
Loss on disposal of tangible fixed assets: – 40
Impairment losses –4,864
Exceptional legal and professional costs 1,154 951
Operating lease rentals 706 894
Other operating Income 418 –
Foreign exchange gains (52) (61)
Research and development:
– current year expenditure 613 969
Auditors remuneration for non audit services principally consists of the review and reporting on the Group’s interim results,
compliance work for corporation taxes and sales taxes in jurisdictions in which the Group has a presence.
Exceptional legal and professional costs relate to fees in connection with the Serious Fraud Office investigation, Department of
Health claim and issues arising out of the Irish operations, detailed in note 26.
Other operating Income relates to income arising from the disposal of assets in respect of the rights to the sale of products
containing Ephedra.
4 NET INTEREST
2004 2003
£000 £000
Interest payable on bank loans and overdrafts (593) (825)
Interest receivable and similar income 32 81
(561) (744)
5 DIRECTORS AND EMPLOYEES
Employees
Staff costs during the year were as follows:
2004 2003
£000 £000
Wages and salaries 7,907 11,060
Social security costs 677 1,056
Other pension costs 100 340
8,684 12,456
The average number of employees is analysed below:
2004 2003
Administration 161 121
Marketing and Selling 418 227
Management 25 24
Warehouse 44 35
648 407
The Group contributes to employee money pension schemes at a precentage of pay (depending on grade) 38
Directors’ Remuneration
The emoluments of the Directors were as follows:
2004 2003
£000 £000
Emoluments 1,193 1,107
Payments to third parties for consultancy services 28 28
Gain on exercise of share options 26 –
Pension contributions to money purchase pension schemes 71 95
1,318 1,230
During the year five Directors (2003: five Directors) participated in money purchase pension schemes.
The amounts set out above include remuneration in respect of the highest paid Director as follows:
2004 2003
£000 £000
Emoluments 350 347
Pension contributions to money purchase pension schemes 8 31
358 378
Further details of the remuneration and share options of the Directors are given in the Remuneration Report on 
pages 24 to 25.
6 TAX ON PROFIT ON ORDINARY ACTIVITIES
2004 2003
£000 £000
United Kingdom corporation tax at 30% (2003: 30%) 6,033 3,624
Adjustment in respect of prior periods 447 (393)
Overseas taxation 34 1,098
Total current tax 6,514 4,329
Origination and reversal of timing differences (2,597) 239
Adjustment to estimated recoverable amount of deferred tax assets – 436
Total deferred tax (2,597) 675
Tax on profit on ordinary activities 3,917 5,004
Notes to the Financial Statements
(continued) 39
The tax assessed for the year is higher than the standard rate of corporation tax in the United Kingdom at 30% (2003: 30%).
The differences are explained as follows:-
2004 2003
£000 £000 
Proﬁt on ordinary activities before tax 3,315 3,528
Proﬁt on ordinary activities multiplied by the standard rate of 
corporation tax in the United Kingdom of 30% (2003: 30%) 994 1,058
Effect of
Expenses not deductible for tax purposes 2,260 1,175
Impairment provision not qualifying for tax relief – 1,459
Capital allowances for the year in excess of depreciation (81) (209)
Utilisation of tax losses – (3)
Tax losses carried forward 1,139 1,242
Other short term timing differences 1,755 –
Adjustments to tax charge in respect of prior periods 447 (393)
Total current tax 6,514 4,329
7 PROFIT FOR THE FINANCIAL YEAR
The Parent Company has taken advantage of Section 230 of the Companies Act 1985 and has not included 
its own profit and loss account in these financial statements. The profit after tax for the year of the Company 
was £1,247,000 (2003: £1,128,000) which is dealt with in the financial statements of the Company.
8 EQUITY DIVIDENDS
2004 2003
£000 £000
Ordinary shares – interim dividend of 1.00p per share paid 20 January 2004 
(2003: 1.45p paid 20 January 2003) 370 534
Ordinary shares – proposed final dividend of 2.50p per share payable on 
15 October 2004 (2003: 1.45p paid 17 October 2003) 925 535
1,295 1,069
9 EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided 
by the weighted average number of shares in issue during the year.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of 
shares and the post tax effect of dividends, on the assumed conversion of all dilutive options. There is no diluted earnings 
per share as share options would not have a dilutive effect on the loss for the year.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
2004 2003
Weighted Weighted
average average
number Per share number Per share
Earnings of shares amount Earnings of shares amount
£000 000 pence £000 000 pence
(Loss) attributable to shareholders (582) 36,936 (1,452) 36,879
Basic earnings per share (1.6) (3.9) 40
10 INTANGIBLE FIXED ASSETS
Group Brand names
know-how 
licences and
trade marks Goodwill Total   
£000 £000 £000  
Cost
At 1 April 2003 50,299 43,059 93,358
Exchange differences (14) (2,406) (2,420)
Additions 3 – 3 
Adjustment to purchase consideration (550) – (550) 
At 31 March 2004 49,738 40,653 90,391
Amortisation
At 1 April 2003 17,679 16,314 33,993
Exchange differences (12) (1,080) (1,092)
Provided in the year 4,771 3,963 8,734
At 31 March 2004 22,438 19,197 41,635
Net book amount
At 31 March 2004 27,300 21,456 48,756
Net book amount
At 31 March 2003 32,620 26,744 59,365
The Board has reviewed the value of all of the intangible assets and is of the view that there is no need to provide for
impairment losses against the intangible assets.
In considering the value of goodwill attached to the US business, a future growth rate of 15% has been assumed, which
exceeds the average growth rate for that territory. The Board considers this appropriate in view of their future plans for the
recently restructured business.
The Board has considered the useful economic life for significant acquisitions and concluded in each case that the useful
economic life ranges between 8 and 10 years.
11 TANGIBLE FIXED ASSETS
Group Freehold land Ofﬁce Plant & Motor
& buildings equipment  equipment vehicles Total
£000 £000  £000  £000  £000
Cost
At 1 April 2003 32 1,586 408 63 2,089
Exchange differences (7) (145) (7) (2) (161)
Additions 45 471 187 – 703
At 31 March 2004 70 1,912 588 61 2,631
Depreciation
At 1 April 2003 – 661 144 28 832
Exchange differences – (56) 10 (2) (48)
Charge for the year 6 456 24 28 514
At 31 March 2004 6 1,060 178 54 1,298
Net book amount
At 31 March 2004 64 852 410 7 1,333
Net book amount
At 31 March 2003 32 926 264 35 1,258
12 FIXED ASSET INVESTMENTS
Company
2004 2003
£000 £000
Investments in Group undertakings at cost 7,274 5,642
Company
2004
£000
Cost
At 1 April 2003 5,642
Additions 1,632
At 31 March 2004 7,274
Amounts written off in year ended 31 March 2004 –
Net book amount at 31 March 2004 7,274
Notes to the Financial Statements
(continued) 41
Shares in Subsidiary undertakings
At 31 March 2004 the Group held more than 20% of the allotted share capital of the following significant undertakings:
Name Country of Class of share Proportion Nature of
registration or capital held held business
incorporation
Goldshield Pharmaceuticals 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
Achievers Unlimited, Inc USA Ordinary shares 100% Marketing and distribution
of vitamins and 
health supplements
Changes International, Inc USA Ordinary shares 100% Marketing and distribution
of vitamins and 
health supplements
PR Nutritional, Inc USA Ordinary shares 100% Marketing and distribution
of vitamins and 
health supplements
Advance Nutritional Products, Inc USA Ordinary shares 100% Marketing and distribution
of vitamins and 
health supplements
Vitamins Direct, Inc USA Ordinary shares 100% Marketing and distribution
of vitamins and 
health supplements
Goldshield Services Pvt Limited India Ordinary shares 100% Management Services
Goldshield Teleservices Inc USA Ordinary shares 100% Telemarketing
Management Services
Health & Beauty Direct Limited England and Wales £1 ordinary shares 70% Marketing and distribution
by mail order
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 (Australia) (Pty) Limited Australia Ordinary shares 100% Marketing and
distribution of
pharmaceutical products
Goldshield (Hong Kong) Limited Hong Kong Ordinary shares 100% Marketing and
distribution of
pharmaceutical products 42
13 STOCKS
Group
2004 2003
£000 £000
Finished goods and goods for resale 13,991 15,444
14 DEBTORS
Debtors due after more than one year Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Amounts owing by subsidiary undertakings – – 22,332 11,444
Debtors due within one year Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Trade debtors 12,755 14,499 – –
Amounts owing by subsidiary undertakings – – 7,308 21,538
Prepayments and accrued income 671 2,149 53 53
13,426 16,648 7,361 21,591
15 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Bank overdraft – – 1,159 600
Bank loan 5,500 6,180 5,500 4,000
Trade creditors 7,374 7,642 – –
Deferred purchase consideration 110 7,898 – –
Current taxation 6,093 2,618 1,596 –
Social security and other taxes 1,302 1,383 – –
Other creditors 1,878 1,429 – –
Accruals 10,474 9,085 382 48
Dividends payable 925 535 925 535
33,658 36,770 9,562 5,183
16 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Bank loan – 7,500 – 7,500
Bank borrowings are secured by a ﬁxed and ﬂoating charge over current and future assets of the Group. Interest is charged at
up to 2.4% above the Royal Bank of Scotland plc base rate on bank loans and overdraft borrowings.
Notes to the Financial Statements
(continued) 43
17 PROVISIONS FOR LIABILITIES AND CHARGES
Group
2004 2003
£000 £000
Deferred taxation 589 3,186
Deferred taxation provided for in the financial statements is set out below.
Group
2004 2003
£000 £000
Accelerated capital allowances 3,079 3,426
Other short term timing differences (2,250) –
Tax losses (240) (240)
Total 589 3,186
Group
2004 2003
£000 £000
At 1 April 2003 3,186 3,426
Movement in the year (2,597) (240)
At 31 March 2004 589 3,186
The Group has not recognised deferred tax assets amounting to £5,200,000 (2003: £2,286,000) in respect of tax losses
available for offset against future profits.
18 CALLED UP SHARE CAPITAL
Group
2004 2003
£000 £000
Authorised
100,000,000 ordinary shares of 5 pence each (2003: 100,000,000) 5,000 5,000
Group
2004 2003
£000 £000
Allotted, called up and fully paid
37,017,738 ordinary shares of 5 pence each (2003: 36,921,989) 1,851 1,846
During the year 95,749 shares were issued under the unapproved employee share option scheme and the employee share
save scheme. The difference between the total consideration of £163,348 and the nominal value of £4,787 has been
credited to the share premium account.
Share options
Details of Directors’ share options are set out in the Remuneration Report on page 25.
The market price at 31 March 2004 was 232 pence and the range during the year ended 31 March 2004 was 137.5 pence 
to 245 pence. 44
The following share options which have been granted by the Company were outstanding at the year end:
Earliest Latest
Date of date of date of 2004 2003 
grant exercise exercise Number Number
The ‘existing scheme’
5p Ordinary shares at 13.75 pence 1 Apr 1998 1 Apr 2001 31 Mar 2005 – 39,176
The ‘unapproved scheme’
5p Ordinary Shares at 180 pence 3 Jun 1998 3 Jun 2001 2 Jun 2008 735,000 785,000
5p Ordinary Shares at 480.5 pence 11 Aug 1999 11 Aug 2002 10 Aug 2009 37,982 60,893
5p Ordinary Shares at 640 pence 11 Jan 2000 11 Jan 2003 10 Jan 2010 181,183 267,213
5p Ordinary Shares at 871 pence 10 July 2000 10 Jul 2003 9 Jul 2010 18,179 161,517
5p Ordinary Shares at 775 pence 18 Dec 2000 18 Dec 2003 17 Dec 2010 6,751 47,629
5p Ordinary Shares at 686 pence 18 Jul 2001 18 Jul 2004 17 Jul 2011 145,394 344,511
5p Ordinary Shares at 586.5 pence 3 Dec 2001 3 Dec 2004 2 Dec 2011 17,094 173,792
5p Ordinary Shares at 366 pence 23 Jul 2002 3 Jul 2005 22 Jul 2012 426,320 506,303
5p Ordinary Shares at 196 pence 04 Aug 2003 04 Aug 2006 04 Aug 2013 209,462 –
INDIA
The ‘unapproved scheme’
5p Ordinary Shares at 157.5 pence 04 Aug 2003 04 Aug 2006 04 Aug 2013 188,298 –
The employee share save scheme
5p Ordinary Shares at 180 pence 9 Oct 1998 1 Dec 2005 31 May 2006 17,766 23,515
5p Ordinary Shares at 375 pence 24 Aug 1999 1 Oct 2004 31 Mar 2005 1,800 10,113
5p Ordinary Shares at 696 pence 23 Aug 2000 1 Oct 2007 31 Mar 2008 1,056 1,667
5p Ordinary Shares at 620 pence 15 Feb 2001 1 Apr 2004 30 Sep 2006 482 4,538
5p Ordinary Shares at 555 pence 10 Aug 2001 1 Oct 2004 31 Mar 2007 2,308 5,662
5p Ordinary Shares at 436 pence 7 Feb 2002 1 Apr 2005 30 Sep 2005 1,307 4,339
5p Ordinary Shares at 275.2 pence 2 July 2002 1 Aug 2005 31 Jan 2010 45,327 125,902
5p Ordinary Shares at 266 pence 10 Jan 2003 1 Feb 2006 31 Jul 2008 6,940 13,333
5p Ordinary Shares at 126 pence 15 Aug 2003 1 Sep 2006 28 Feb 2009 94,443 –
5p Ordinary Shares at 174 pence 2 Feb 2004 1 Mar 2007 31 Aug 2009 28,827 –
The Directors' interests (including beneficial and family interests) in the above share options are set out in the Remuneration
Report on page 25.
19 SHARE PREMIUM ACCOUNT AND RESERVES
Group &
Group Company Company
Proﬁt Proﬁt Share
& loss & loss premium
account account account
£000 £000 £000
At 1 April 2003 24,644 3,073 21,075
Retained (loss)/profit for the year (1,877) 1,247 –
Premium on allotment during the year – – 159
Currency difference on foreign currency net investments (2,513) – –
At 31 March 2004 20,254 4,320 21,234
20 RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS
Group
2004 2003
£000 £000
(Loss) for the financial year after taxation (582) (1,452)
Dividends (1,295) (1,069)
Issue of shares 164 30
Currency difference on foreign currency net investments (2,513) (1,118)
Net (decrease) in Shareholders' funds (4,226) (3,609)
Shareholders' funds at 1 April 2003 47,565 51,174
Shareholders' funds at 31 March 2004 43,339 47,565
21 EQUITY MINORITY INTERESTS
Equity minority interests represent a holding of 30% in Health and Beauty Direct Limited and the holders of these shares 
have no other rights against any other Group undertaking.
Notes to the Financial Statements
(continued) 45
22 NET CASH INFLOW FROM OPERATING ACTIVITIES
Group
2004 2003
£000 £000
Operating profit 3,876 4,272
Depreciation 514 477
Amortisation 8,734 9,828
Impairment losses –4,864
Decrease/(increase) in stocks 1,453 (3,214)
Loss on disposal of tangible fixed assets: – 40
Decrease/(increase) in debtors 3,221 (2,794)
Increase/(decrease) in creditors 599 (2,241)
Net cash inflow from operating activities 18,397 11,232
23 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
Group
2004 2003
£000 £000
(Decrease) in cash for the year (2,247) (6,887)
Cash outflow from debt financing 8,180 1,604
Change in net debt arising from cash flows 5,933 (5,283)
Net debt at 1 April 2003 (11,247) (5,964)
Net debt at 31 March 2004 (5,314) (11,247)
24 ANALYSIS OF CHANGES IN NET DEBT
Group
2004 Cash ﬂow 2003
£000 £000 £000
Cash in hand and at bank 186 (2,247) 2,433
Bank loan (5,500) 8,180 (13,680)
(5,314) 5,933 (11,247) 46
25 LEASING COMMITMENTS
Operating lease payments amounting to £909,000 (2003: £1,186,000) are due within one year. The leases to which these
amounts relate expire as follows:
Group Group
2004 2003
Land & Land &
buildings Other buildings Other
£000 £000 £000 £000
In one year or less 195 1 252 38
Between one and five years 553 102 712 126
In five years or more 58 – 58 –
806 103 1,022 164
The Company did not have any operating leases at 31 March 2004 (31 March 2003: nil).
26 CONTINGENT LIABILITIES
Indemnities and guarantees
At 31 March 2004, the Company had undertaken to provide support to certain subsidiary undertakings.
There is a contingent liability in respect of bank borrowings of all companies within the Group which are secured by 
an inter company cross guarantee. The aggregate Group liability at 31 March 2004 amounted to £5,500,000 
(2003: £13,680,000).
The Group has given indemnities in respect of advance payments, deferred purchase consideration and import duty 
guarantees issued on its behalf in the normal course of business. The indemnities given at 31 March 2004 were 
£331,540 (2003: £535,156).
Irish Operations
On 28 November 2001 the Group acquired the sales, marketing and distribution rights for the Antigen brand from Antigen
Holdings Limited. The companies and assets were acquired at an estimated cost of £9.4 million. The estimated consideration
was to be settled in two parts, firstly by the payment of £5.2 million and secondly by an obligation to discharge the wider
scheme of arrangement covering all Antigen companies (including those not acquired by the Group). The directors obtained
legal opinion that the Group’s exposure to the debts covered by the scheme was restricted to the debts borne by the
companies it acquired.
On 29 October 2002, Miza Ireland Limited and each of its Irish subsidiaries, parties to the wider scheme of arrangement,
were placed into examinership. During the current year the liquidator of Miza Ireland Limited claimed the sum of C =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.
Serious Fraud Ofﬁce (SFO) Investigation
On 10 April 2002 the Group’s premises and those of the Chief Executive were visited by the SFO and certain documentation
taken away. A press statement issued by the SFO stated that its operations formed part of an investigation into suspected
conspiracy to defraud the National Health Service (NHS) concerning the prices charged for penicillin based antibiotics and
Warfarin between 1 January 1996 and 31 December 2000.
The Directors do not believe the Group has acted in an unlawful or improper manner, nor has it at any time conspired to
defraud the NHS and no provision has been made accordingly. Until any formal charges are made against the Group, its
maximum potential exposure under relevant legislation for the alleged offences cannot be quantified. Legal and professional
costs in this matter are expensed as incurred.
Department of Health (DoH) claim
On 20 December 2002, the DoH issued a legal claim against the Group and three other companies (Norton Healthcare
Limited, Norton Pharmaceuticals Limited and Regent – GM Laboratories Limited) amounting to £28.6 million for alleged 
anti-competitive practices involving the fixing of selling prices and controlling the market and production of Warfarin between
January 1997 and September 2000.
The Directors believe the Group is free from wrong-doing in respect of these allegations. A defence has been filed and no
provision has been made for amounts potentially due under this claim. The expected legal and professional costs for this
action have been accrued.
Notes to the Financial Statements
(continued) 47
US operations
Changes Inc, which was acquired by Goldshield from Twinlabs Inc, has been named in a legal action brought by the estate of 
a deceased customer of Twinlabs Inc for a sum of around $ 8 milllion. The action relates to a period prior to the acquisition 
of Changes. Goldshield only acquired the assets of Changes Inc. The Directors have received US legal advice to the effect that
the prospects of success against Changes are remote. 
There were no other material contingent liabilities at 31 March 2004 or 31 March 2003.
27 FINANCIAL INSTRUMENTS
The Group uses financial instruments, comprising cash, short term borrowings, trade debtors and trade creditors, which arise
directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations.
Short term debtors and creditors
Short term debtors and creditors have been excluded from the following disclosures except those relating to currency risk.
Interest rate risk
The Group finances its operations through a mixture of retained profits and bank facilities. Bank borrowings are made using
variable interest rates.
Liquidity risk
The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest
cash assets safely and profitably.
Short-term flexibility is achieved through overdraft facilities and short/medium term borrowings.
Maturity of ﬁnancial liabilities
The Group financial liabilities analysis at 31 March 2004 was as follows:
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
In less than one year or on demand
Bank and other borrowings payable by instalments 5,500 6,180 5,500 4,600
Deferred purchase consideration 110 7,898 – –
In more than two years but less than five years
Bank and other borrowings – 7,500 – 7,500
5,610 21,578 5,500 12,100
Borrowing facilities
The Group has undrawn facilities available of £250,000 expiring within one year (2003: £500,000).
Currency risk
The Group is exposed to translation and transaction foreign exchange risk. In relation to translation risk the proportion of
assets held in the foreign currency are matched to an appropriate level of borrowings in the same currency. Transaction
exposures are hedged when known, mainly using the forward exchange hedge market.
The Group seeks to hedge its exposure using a variety of financial instruments, with the objective of minimising the impact of
fluctuations in exchange rates on future transactions and cash flows.
The Group has overseas subsidiaries operating in Ireland where reserves and expenses are denominated in Euros. The Group
has funded the acquisition cost and working capital by a Euro loan. As the Group receives net cash inflows in Euros this loan
is being reduced and replaced, as necessary, by funding denominated in Sterling.
£16.9 million (2003: £16.6 million) of the sales of the Group’s business is to customers in continental Europe/foreign
markets excluding North American operations. The majority of these sales are invoiced in the currencies of the customers
involved. The Group policy is to minimise all currency exposures on any balance not expected to mature within 30 days of its
arising through the use of forward currency contracts. All other sales of UK business are denominated in sterling. 48
The tables below show the extent to which Group companies have monetary assets and liabilities in currencies other than
their local currency.
Functional currency of operation Net foreign currency monetary assets/(liabilities)
Other
US Dollar Euro currencies Total
£000 £000 £000 £000
2004 
Sterling 1,611 2,619 901 5,131
Dollar 1,134 – 298 1,432
Euro (94) 11,950 178 12,034
2,651 14,569 1,377 18,597
2003 
Sterling (227) (3,992) 692 (3,527)
Dollar 1,477 – 22 1,499
Euro 334 974 (132) 1,176
1,584 (3,018) 582 (852)
Fair values
The fair values of the Group’s financial instruments are considered equal to the book value.
28 RELATED PARTY TRANSACTIONS
Golden Pride, Inc. occupy a building owned by First Sunrise LLC (previously Hersey Family Limited Partnership), in which
Harry Hersey Jr, a member of the group senior management team, has a beneficial interest. In the year ended 31 March
2004 net payments of £136,000 (2003: £127,000) were paid to the related parties.
Notes to the Financial Statements
(continued) 49
Notice is hereby given that the Annual General Meeting of Goldshield Group plc will be held 
at Numis Securities Limited, Cheapside House, 138 Cheapside, London EC2V 6LH on 28 July
2004 at 10am when the following business will be transacted:-
Report and accounts
1. To receive the report and accounts of the Directors and Auditors for the year ended 
31 March 2004.
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 R V Patel, retiring by rotation, in accordance with the Company’s Articles 
of Association, as a Director of the Company.
4. To re-appoint K O Pelton, who was 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.
5. To re-appoint P M Brown who was appointed to the Board on 4 August 2003, 
as a non-executive director of the Company.
6. To re-appoint M J Reardon who was appointed to the Board on 23 June 2003, 
as Director of the Company.
Auditors 
7. To re-appoint Grant Thornton as Auditors to the Company and to authorise the Directors 
to ﬁx their remuneration and to extend the appointment to Grant Thornton UK LLP under
section 26(5) Companies Act 1989 with effect from 1 July 2004
Dividend
8. To declare a ﬁnal dividend of 2.50 pence per Ordinary Share in respect of the ﬁnancial
year ended 31 March 2004.
Remuneration Report
9. To receive and approve the Remuneration Report for the year ended 31 March 2004.
Ordinary resolution
10. 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 £617,000 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 2005 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 50
Special resolution
11. To consider and, if thought fit, to pass the following resolution, as a special resolution:-
That, subject to Resolution set out at item 8 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 £92,544.
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 2005 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
12. 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 3,701,774 (representing approximately 10 per cent of the Company’s issued Ordinary
share capital as at 10 June 2004;
(b) the minimum price which may be paid for such Ordinary Shares is 5p 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;
Notice of Annual General Meeting
(continued) 51
(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 2004
or within 15 months from the date of passing of this resolution, whichever shall be the
earlier; and
(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
J Farley
Secretary, 14 June 2004.
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.
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, 50 Stratton Street, London W1J 8LL, 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 10.00 am
on 27 July 2004, 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. 52
15 June 2004 Announcement of results and proposed final dividend for 2003/04
28 July 2004 2004 Annual General Meeting
22 September 2004 Shares become ex-dividend
24 September 2004 Record date for proposed final dividend for 2003/04
15 October 2004 Expected date of payment of final dividend for the year 2003/04
November 2004 Announcement of interim results and interim dividend for the 
six months ended 30 September 2004
November 2004 Shares become ex-dividend
January 2005 Payment of interim dividend for 2004/05
June 2005 Announcement of results and proposed final dividend for 2004/05
September 2005 Shares become ex-dividend
Financial Calendar 53
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.
Useful information sources for shareholders