Shiloh PLC Report and Accounts 2003/2004 Our aim is to develop innovative, long term mutually-
beneficial partnerships with healthcare providers in the
supply of continence care, mobility and rehabilitation,
prevention of infection and wound management.
Partnerships that will add value through the supply,
distribution and brand development of the products
and services we provide.
1 Highlights
2 Shiloh Overview
4 Chairman’s Statement 
6 Chief Executive’s Review 
8 Board of Directors and Advisers
9 Report of the Directors
11 Corporate Governance and Directors’ Responsibilities
13 Directors’ Remuneration Report
14 Report of the Independent Auditors
15 Consolidated Profit and Loss Account
16 Balance Sheets
17 Consolidated Cash Flow Statement
18 Consolidated Statement of Total Recognised Gains and Losses
19 Notes to the Accounts
32 Financial Record
33 Notice of Meeting
Medical  
•
Active Care  
•
Sterilisation Services
Contents Highlights
• Short-listed for contracts in the first
wave of the NHS decontamination
programme 
• NHS national wipes contract 
renewed for 4 years
• Investment of £400k in new wipes
machine to generate significant savings
• Over £900k sales from the higher
margin Comfi bandage and Clinisan 
skin cleansing ranges
• Major cost savings in home delivery
achieved following strategic review
• Net new business of over £500k for
wheelchair service and repair contracts
• Three surplus properties sold at profit 
of £367k
• Closure of five poorly performing
Active Care sites 
• Net borrowings reduced by £796k 
to £1.54m
Full Year Full Year
2004 2003
Turnover £45.12m £45.44m
Operating profit £0.43m £1.23m
Profit before tax £0.31m £0.49m
Earnings per share 3.03p 4.62p
Dividend per share
– final 3.85p 3.85p
– total 5.35p 5.35p
1
† Excluding discontinued activities and before exceptional items and amortisation
† Shiloh has three distinct, 
inter-related divisions
Overview
Medical
The Medical division focuses primarily on disposable products for use within the NHS acute and primary care sectors
and also the private healthcare sector.  It provides product and service solutions for continence care, infection
prevention and wound management.
Shiloh is best known as a leading manufacturer and supplier to both the NHS and private sector of the Conti range of
patient cleansing wipes. As the only manufacturer of shaped pads in the UK, branded Contisure, Shiloh has over 20
home delivery contracts throughout the UK delivering the company’s products direct to patients’ homes. Product
delivery is supported by a modern IT system enabling products to be delivered to
patients’ homes, direct to the NHS, to the private healthcare sector or to ward
level in Scotland through Shiloh’s own distribution business Fast-Aid.
Within the infection prevention portfolio, the Clinisan range of skin cleansing
products has been strengthened with the addition of smaller can sizes and
complements the continence care system whilst at the same time helping to
control MRSA in the fight against infection.
The Comfi range of tubular bandages marked Shiloh’s first move into the wound management arena and Comfi is
now on NHS contract in England, Scotland and Wales. With a dedicated team targeting the community market Comfi
is now listed on many Primary Care Trust formularies. Both Comfi and ROHO pressure care products complement our
offering to tissue viability nurses. Vacutex, a capillary-action primary dressing, has recently been added to the range.
Other healthcare products include alcohol wipes, disposable gowns, facemasks, protective clothing for the workplace
and cotton wool. Our Simply Gentle Organic cotton wool brand is manufactured and supplied to some of the major
retail outlets throughout the country and is fully compliant with The Soil Association Organic Standard.
2 Active Care
The re-branding and consolidation of the mobility and rehabilitation businesses
acquired and built since 2000 continues. Shiloh Active Care is committed to
helping people lead more active lives – whatever their age or situation. It does
this through the provision of high quality mobility and rehabilitation
products, services and after-care support.
The division operates a number of assessment centres across the UK – many
of which are attached to service centres for NHS contracts. The division has
been successful in being awarded new NHS wheelchair services contracts in
Lancashire and Northern Ireland with dedicated service and assessment centres 
being established in Preston and Belfast to support these.
Shiloh Active Care’s product range is now a common offering throughout the UK and includes wheelchairs, scooters,
hoists, beds, pressure relief products, specialist seating and aids for daily living. The division works in partnership with
key suppliers including Sunrise Medical and has exclusive distribution agreements with Sumed and Roho for seating
and pressure relief products.
Most of Shiloh Active Care’s sales are to the NHS or Social Services through a combination of product and service
contracts. These products and services are also available to individual customers through our network of assessment
centres and a specialist mail order catalogue.
Shiloh Active Care is well positioned to provide a competitive, high quality service in a traditionally fragmented market
and help make life a little easier for the elderly and disabled.
Sterilisation Services
Shiloh’s Sterilisation Services Division was established seven years ago as a new concept for the decontamination of
surgical instruments in the private sector. It operates from custom-built sterilisation facilities at Strathclyde Business
Park, Lanarkshire, supporting hospitals across central Scotland.
The Department of Health has publicly acknowledged that in the years ahead the need for fully-compliant
decontamination facilities across the U.K. will increase and that private sector companies are expected to provide a
significant number of those facilities. Accordingly, in June 2003 it published a strategy for modernising the provision of
decontamination services and has since embarked on the NHS Decontamination Programme for England.
Using its experience of operating a modern off-site facility that is strictly compliant with European regulations, the
division is committed to further expansion of this successful area of activity to take full advantage of the opportunities
arising from the decontamination programme. 
3 Overview
The result for the year is disappointing and does not
reflect the tremendous energy and effort involved in re-
positioning the Group as a leading supplier of products
and services to the National Health Service and the private
healthcare market. 
The cost and time taken to make the necessary changes
to re-position the Group have been much greater than
expected.  In particular, the re-structuring of our four
mobility acquisitions into one division, Shiloh Active Care,
has proved a costly exercise and has had a significant
negative impact on operating profit.
The Medical Division has had a year of mixed fortunes.
Our Glasgow based distribution operation, Fast-Aid
Products, has again turned in an excellent performance,
but the main Oldham-based operation has been adversely
affected by the costs involved in re-structuring and
changing the product mix.  We have withdrawn from
some low margin business and started to build up a range
of higher margin products, most notably our Comfi
bandage range of woundcare products and the Clinisan
brand of emollient cleansing foam. These two products
have resulted in new sales of over £900,000, which have
replaced nearly £2 million of low margin business, mainly
in workwear.
Under these circumstances, the Group has done well to
maintain sales at a similar level to last year at £45.12
million.  
A priority during the year has been the development of
our Sterilisation Services Division where we can clearly see
good prospects for profitable expansion in the future. Our
unique purpose-built sterilisation unit at Bellshill, servicing
hospitals in the Glasgow and Lanarkshire region, has now
had three years of profitable operation. We plan to build
on this success by using our skills and the experience
gained in this field to develop more units on the back of
the NHS programme for outsourcing sterilisation services
on a national basis.
Details of this programme have now been announced and
the NHS is in the process of issuing tender documents for
the first wave of contracts.   I am very pleased to report
that Shiloh Sterilisation Services has been short-listed for
some of these contracts and we are hopeful that we will
win one or more in the first wave.
The contracts will be awarded for a ten to fifteen year
term and would require us to raise additional finance.
The Directors are currently considering the best means of
securing this finance as they believe that the successful
growth of the Sterilisation Services Division is an important
way forward for the Group.
Chairman’s
“We must maximise the opportunities that the growth
in the national healthcare budget presents”
Statement
4 5
A review of the operation of the three divisions is contained in the
Chief Executive’s report. 
Results
Profit for the year before tax, exceptional items, amortisation and
interest is £428,000 (2003: £1.23 million).
Sales are £45.12 million (2003: £45.44 million).
Group profit before tax is £310,000 (2003: £490,000) after charging
amortisation of intangible assets of £290,000 and crediting an
exceptional profit on property sales of £367,000.
Earnings per share before amortisation of intangible assets and
exceptional items are 2.66p per share (2003: 12.13p)
Dividend
As a reflection of our confidence in the future, the Directors believe
they are justified in maintaining the dividend at the same level as last
year and therefore recommend a final dividend of 3.85p per share
making the total dividend for the year 5.35p (2003: 5.35p).
Property
We were successful in completing the sale of our three surplus
properties during the year, namely Park Mill and the previous Head
Office in Holden Fold, both in Royton, and Swan Lane Mill in Bolton.
These properties realised £1.84 million and resulted in an exceptional
profit of £367,000.
Finance
Cash flow has been favourable during the year and net borrowings
have been reduced by £796,000 to £1.54 million.
£681,000 has been spent on new plant and equipment, mainly on
upgrading the Shiloh Connect and other IT systems, and on additional
manufacturing plant. In addition, there is a commitment of over
£400,000 to purchase a new wipes manufacturing machine which will
result in greater efficiency and significant cost savings.
It is pleasing to note that the FRS 17 valuation of our defined benefit
pension scheme has risen by £672,000 during the year due to an
increase in the value of the scheme’s investments.
Directors
The Director retiring by rotation under the Company’s Articles of
Association is Mr Dieno George. Mr George has decided not to offer
himself for re-election and will retire at the conclusion of the Annual
General Meeting on 18
th
June.
I would like to thank Dieno for the contribution he has made as a non-
executive Director since he joined the Board in 2001. His knowledge of
the healthcare industry and his contribution to the Board’s strategic
thinking has been invaluable.
Employees 
As always, we rely on the dedication and professionalism of our
employees which has been clearly demonstrated in what has been a
tough year.  My Board colleagues and I greatly appreciate the support
and commitment they have shown, particularly in accepting the
changes that have been necessary to move the Group forward.
Outlook
We expect the demand for the Group’s products and services to
continue to grow in line with the growth in the national healthcare
budget.  It is up to us to maximise the opportunities that this presents.
I believe that we can gain advantage from an environment that places
healthcare at the top of the list of national priorities and that, with the
work that has been done to re-shape the Group over the last two years,
we will move forward in the coming year.
Edmund T Gartside Chairman A key focus for the year has been on higher margin
activity. Gross profit as a percentage of sales increased
from 27.4% to 29.2%, reflecting the improving margins
within the business despite the adverse impact of the
strengthening of the Euro. Currency movements had a
negative impact on profitability for the year of £325,000.
During the year, we have continued to incur significant
restructuring costs and these have impacted on the
operating profit.
The surplus properties have now all been disposed of
and are no longer a distraction to the core business.
Cash flow was another focus for the Group during the
year and the operating cash inflow of £576,000 (2003:
£1.8 million before exceptional items) was encouraging,
given the profit performance.
Medical
The division is focused primarily on disposable products
for use within the NHS and the private healthcare sector.
It provides product and service solutions in the areas of
continence care, infection prevention and wound
management.
Divisional sales were £32.1 million, down from £33.3
million in 2003. Within the division, we saw another
strong performance from our Scottish distribution
business, Fast-Aid Products, whilst Macdonald & Taylor,
our cotton wool business, delivered a sound set of results
in difficult market conditions. Sales of Simply Gentle
Organic cotton wool again grew strongly, albeit from a
modest base.
Shiloh Healthcare, comprising the continence care,
infection prevention and wound management businesses
had a difficult year, facing fierce price competition as a
result of changes in purchasing strategies within the NHS.
At the half year, we said that we were reviewing strategy
as regards Home Delivery activities for continence care
products because this part of the business made losses 
in the early part of the year. We have now refined
warehousing and distribution systems to improve
profitability while maintaining service levels.
Overall, sales of continence care products were flat year
on year, although sales of product through the Home
Delivery service, where margins are lowest, increased by
more than 8%. Most of the negative currency
movements in Shiloh Healthcare were as a result of a
long-term supply agreement for sub-contracted
continence care products sold through the Home Delivery
service. We have negotiated a new arrangement with
The Group is in the process of transforming itself 
from operating in commodity healthcare sectors, which
demand high levels of overhead expenditure due to high
service levels expected by our key customers, to higher
margin branded products and services. 
Last year, I explained the restructuring of the business
into three divisions – Medical, Active Care and
Sterilisation Services. When we announced the half 
year results in October, we gave an update on trading
conditions and initiated a detailed review of costs and
sales given the poor performance in the first half of the
year, particularly in the Active Care division. As a result,
changes were implemented without delay and the cost
base reduced to reflect the sales which were lower than
we had anticipated. Although the result for the year is
disappointing, it is encouraging that it was slightly ahead
of our re-forecast following the detailed review.
Chief Executive’s
Review
6
“Our stategy remains on
course. Actions taken
during the second half of
the year have placed us in
a much stronger position
to deliver the strategy” substantially lower prices and no risk from currency movements. 
This arrangement started in the new financial year.
Sales of infection prevention products fell, as planned, by more than
25% year on year. This is consistent with our strategy allowing us to
concentrate on our own brand, Primeguard. 
Following the renewal of the NHS dry wipes contract, which we
announced at the half year, we have taken the decision to invest 
in state of the art manufacturing plant for this key product area. 
This equipment is currently being installed and we expect it to be 
in operation during the month of May. 
Sales of our new wound management products grew strongly during
the year both in the primary care (community) sector and in the acute
care (hospital) sector, where we now hold more than 12% of the
market. Following the year end, we have signed an agreement with
Pro-Tex Capillary Dressings Ltd who have appointed us as their exclusive
UK distributor for Vacutex, a novel primary wound dressing for use on
all kinds of chronic wounds. We see this as a major step in us further
developing this key market area.
Active Care
This division supplies and maintains a comprehensive range of mobility
and rehabilitation equipment across the UK. The range includes
wheelchairs, scooters, hoists, slings, stair lifts, ramps, chairs, beds and
general aids.
Division sales were £10.8 million, an increase of 8.4%. At the half year,
we said that two units had been closed and that further rationalisation
was planned. Since then we have closed three small and poorly
performing sites. Although we have lost some contract business in
Merseyside, we have been awarded two large wheelchair service and
repair contracts in Northern Ireland and Preston and accordingly have
opened two new sites. The result of this additional contract activity
means that our annual contract-oriented business has grown by more
than £0.5 million, further reducing our reliance on private sales. In line
with our stated aims, the proportion of institutional sales has increased
from 54% to 59%.
The re-branding exercise, introducing the “Shiloh Active Care” brand
across the Group, continues to progress according to our plans and we
expect the exercise to be complete early in the current financial year.
We have received a very positive response from both customers and
employees. The restructuring of our Active Care Division has been more
complex than anticipated and consolidation of computer systems in the
new financial year will enhance our ability to derive benefit from our
purchasing strength.
Our relationship with Sumed International UK Ltd and Roho Inc for
pressure care products remains very strong and much of the sales
increase in the year was as a result of these new arrangements. During
the current financial year, we will be changing the sales force structure
to ensure that even more emphasis is placed on this key area.
The new Mail Order catalogue has been well received and is already
making a good contribution to sales. We intend that private sales will
increasingly be made through this route with less dependency on the
traditional retail channel.
At the half year, we said that costs would be reduced in the second
half. This exercise was completed quickly with most of the savings
coming from the Active Care Division.
Sterilisation Services
This division was established as a new concept for the decontamination
of surgical instruments in the private sector. It operates from custom-
built sterilisation facilities at Bellshill, Lanarkshire.
The business performed well during the year with sales in line with the
previous year but with improved levels of gross profit as a result of an
increase in the focus on higher margin reprocessing work. The unit has
now established itself as a sound business with capacity to grow as new
opportunities arise.
In June 2003, the NHS announced its plans to upgrade
decontamination facilities throughout England. We have been very
active in this project and see this as a significant opportunity to expand
our division by building new facilities south of the border.
Management
It has been a difficult year for the business. The management team and
employees have worked hard in implementing the changes necessary to
rebase the business. 
During the year, Paul Davies was appointed Managing Director of Shiloh
Active Care. Paul has nearly twenty years experience of the mobility
industry having joined us in 2000 when we acquired ICR Mobility.
We also strengthened the finance team with the appointment of Marie
Greenwood as Financial Controller. Marie is a Chartered Accountant
and joined us from Northern Foods Plc.
Strategy
Our aim is to develop innovative, long-term, mutually-beneficial
partnerships with healthcare providers in the supply of continence care,
mobility and rehabilitation, prevention of infection and wound
management. These partnerships will add value through the supply,
distribution and brand development of the products and services we
provide.
Our intention is to:
 consolidate the four mobility acquisitions under the Shiloh
Active Care brand and create a market-leading company in a
fragmented market by focusing on our core strength in
contract rather than retail sales
 grow the medical business by adding complementary products
in the continence care, infection prevention and wound
management markets, either through acquisition or through
distribution arrangements
 establish new sterilisation facilities in England using experience
derived from our Bellshill unit
Our strategy remains on course although we recognise that the
transformation process has taken longer than we envisaged. We believe
that actions taken in the second half of the year have placed us in a
much stronger position to deliver the strategy.
7
Graham J Collyer Chief Executive Edmund T. Gartside*#
TD DL MA CCMI
Chairman 
Appointed 1960
Managing Director 1965 – 2000
Chairman since 1966
Dieno George
MSc BSc BA 
Appointed 2001
Director, SSL International plc 1986 – 2001
Chief Executive, Thornton & Ross Ltd
Non-Executive Director, Altrix Healthcare plc
J.Roger B. Gould *#
MA FCA CCMI
Chairman Audit Committee
Appointed 1998 Deputy Chairman, Seton
Healthcare Group plc 1984 – 1998
Robert E. Hough*#
DL LLB
Senior Independent Director
Appointed 2003 
Solicitor and Partner, Slater Heelis 1974 – 1989
Deputy Chairman, Peel Holdings plc 
since 1989
Non Executive Director, Alfred McAlpine plc
and the Cheshire Building Society
High Sheriff of the County of Greater
Manchester
Company Secretary
David R.Stubbins
MA FCA
Appointed 1990
Finance Director, J.B.Battye & Co Ltd 
1984 – 1989
Registered Office: Shiloh House, Fitton Street,
Royton, Oldham OL2 5JX 
Telephone 0161 624 5641
Bankers: Barclays Bank PLC, Oldham
Auditors: Waterworths, Chartered
Accountants, Blackburn
Stockbrokers: W.H. Ireland Ltd., Manchester
Registrars: Capita Registrars, Northern House,
Woodsome Park, Fenay Bridge, Huddersfield
HD8 0LA 
Telephone: 0870 162 3131
Shareholder.Services@capitaregistrars.com
* Remuneration Committee   # Audit Committee
Graham J.Collyer
BSc CTEXT ATI  MBIRA
Chief Executive
Appointed 2001 
Technical Director, SSL International plc 
1995 – 2001
Chairman, British Healthcare Trades Association 
Non-Executive Director, Altrix Healthcare plc
John Edwards
BSc FCMA
Finance Director
Appointed 2000
Finance Director, Kingsley Cards Ltd  
1997 – 2000
Deputy Managing Director, Spring Ram
Bathrooms  1991 – 1997
Eric Robinson
BSc MBA
Managing Director- Fast Aid Products Ltd
Appointed 2000
Consultant, Scottish Agricultural Industries (ICI)
1979 – 1991
8
Executive Directors
Company Details & Advisers
Non-Executive Directors
Board of Directors Report of the Directors
The Directors present their Annual Report and the Accounts of the Group for the year ended 31st March 2004.
Activities
Shiloh PLC is a holding company and through its operating subsidiary undertakings carries on the activities of the manufacture and
marketing of healthcare products and the provision of healthcare services.
Business Review
A review of the Group’s activities is contained in the Chairman’s Statement and Chief Executive’s Review on pages 4 to 7.
Group Profit and Dividends
The Group profit before taxation for the year ended 31st March 2004 amounted to  £310,000 (2003 - £490,000). An interim dividend of
1.50p per share was paid on 28th November 2003. The Directors recommend a final dividend of 3.85p per share. This makes a total dividend
for the year of 5.35p which absorbs £359,000. The final dividend will be paid on 21st June 2004 to those shareholders on the register of
members on 28th May 2004.
Directors
The Directors are listed on page 8. Mr R.E. Hough was appointed to the Board on 1st May 2003 and subsequently elected at the Annual
General Meeting held on 17th June 2003. Mr D.H. Shaw retired at the conclusion of the Annual General Meeting. Mr E.T. Gartside, having
attained the age of seventy years, retires at the conclusion of the forthcoming Annual General Meeting and offers himself for re-election.
The Director retiring by rotation is Mr D. George, who will not be seeking re-election. 
Directors’ Interests
At 31st March 2004, the interests of Directors in the ordinary shares of the Company were as follows:
Beneficial Interests 2004 2003*
E.T. Gartside 350,241
G.J. Collyer 87,954
J. Edwards 1,000
D. George 183,771
J.R.B. Gould 134,000
R.E.Hough 750
E. Robinson 11,564
Non-beneficial interest as trustee:
E.T. Gartside 67,846
*or at date of appointment
There have been no changes in these holdings since the year end.
Major Shareholdings
The Company has been notified of the following substantial interests in the issued share capital of the Company as at 5th May 2004:
Number %
Gartmore Investment Management plc. 790,732 11.79
Share Capital
At 31st March 2004 the Company had authority to acquire 750,000 of its own shares.
Employees
The Directors continue to attach great importance to the development of employee involvement. Employees are consulted whenever
necessary on matters affecting their interests. We attach considerable importance to the training and development of our staff and a number
of our subsidiaries have achieved Investors in People accreditation. This has proved beneficial in motivating employees.
It is the Group’s policy to give full and fair consideration to all applications from disabled persons, with due consideration being given to
respective aptitudes and abilities. The same policy applies in the event of employees who become disabled during employment. Appropriate
training is provided where applicable.
9
296,471
87,954
1,000
149,571
174,000
750
11,564
64,346 Executive and Savings Related Share Option Schemes
Options on 21,967 shares under the Savings Related Scheme were exercised for which a total consideration of £26,000 was received.
Options on 30,689 shares under the Executive Scheme and 36,124 shares under the Savings Related Scheme lapsed during the year.
Share options on ordinary shares granted to employees and which were outstanding at 31st March 2004 are as follows:
Periods options exercisable
Option Number of ordinary shares
Executive Share Option Scheme Price 2004 2003
August 2003 to August 2010 145.0p 79,309 99,998
November 2005 to November 2012 167.5p 77,395 87,395
156,704 187,393
Savings Related Scheme
August 2000 to February 2005 113.0p 2,277 2,967
October 2003 to April 2008 118.0p 47,728 90,573
February 2006 to August 2010 147.5p 98,343 112,899
148,348 206,439
Total Share Options Outstanding 305,052 393,832
Environment
The Group recognises its environmental responsibilities and is committed to minimising any damage which its activities may cause to the
environment. In addition, it actively pursues a number of environmental policies including those designed to conserve energy and recycle
waste materials wherever practicable.
One Group company, Macdonald & Taylor Limited, has been working closely with the Biore Tanzanian organic cotton farming project to
develop and promote the growth of organic cotton. The company contributes a small percentage of its sales of organic cotton wool to a
fund to assist the farmers and their families with this project and as a result was the first U.K. company to achieve the SA8000 social
accountability standard whilst also being certified to the ISO14001 environmental standard.
Payments to Suppliers
The Company agrees terms and conditions for its transactions with suppliers. Payment is then made, subject to the terms and conditions
being met by the supplier. The number of days’ purchases outstanding for the Group at 31st March 2004 was 63 (2003 - 69).
Political and Charitable Donations
Charitable donations during the year totalled £2,768 (2003 - £635). In addition, some Group companies have supported a number of
voluntary organisations within their local communities.
Special Business
The following special business will be proposed at the Annual General Meeting on 18th June 2004:
i) Under the Company’s Articles of Association the Directors have the power to allot shares in accordance with section 80 of the Companies
Act 1985, subject to the approval of shareholders at a general meeting. Approval will be sought to renew this authority for another year
and to authorise the Directors to allot ordinary shares of up to £322,877, which is the balance of the unissued share capital of the company
and represents 19% of the issued capital (Resolution 6).
ii) Subject to the passing of Resolution 6 the Directors are seeking authority under section 89 of the Companies Act 1985 to allot shares for
cash, other than by way of a rights issue, up to a maximum of 5% of the nominal value of the issued share capital (Resolution 7).
iii) The Directors seek shareholders’ approval to renew the authority to allow the Company to purchase its own shares in respect of up to
10% of the issued capital at prices not exceeding 5% of the average mid-market price for the five business days preceding the purchase.
The Directors have no immediate intention of using this authority and would only do so if, in their view, it was in the best interests of the
Company at the time (Resolution 8).
Resolutions to implement the above authorities are set out in the notice of the Annual General Meeting on page 33 and the authorities
would expire at the conclusion of the next Annual General Meeting or after fifteen months, whichever is the earlier.
Auditors
Waterworths have expressed their willingness to continue in office and a resolution for their re-appointment will be proposed at the
forthcoming Annual General Meeting.
By Order of the Board,
David R. Stubbins
Secretary
5th May 2004
10 Corporate Governance and Directors’ Responsibilities
Corporate Governance
Combined Code
The Board considers that the company has complied with the detailed provisions of the Combined Code of Best Practice on Corporate
Governance throughout the year, except where noted. The Board considers the level of compliance to be appropriate for an organisation of
its size and nature. 
The Board
The Board comprises the part-time Chairman, three executive and three independent non-executive directors. The full Board meets on a
monthly basis and its procedures are sufficient to ensure that the direction of the Group is firmly controlled.
The Company’s Articles of Association provide for one third (or the number nearest to but not exceeding one third) of the non-executive
directors to be subject to re-election at each Annual General Meeting. There is no such requirement for the executive directors. 
As the Board is small, the appointment of new directors is a matter reserved for the whole Board, and there is no need for a separate
nomination committee.
All directors have full and timely access to all relevant information and independent professional advice.
Audit Committee
The Company has an Audit Committee consisting of non-executive directors under the chairmanship of Mr J.R.B.Gould. The members of
the Audit Committee are disclosed on page 8. The Committee meets at least three times a year and its terms of reference follow those
recommended by the Combined Code, ensuring an objective and professional relationship is maintained with the Auditors. The Auditors are
invited to attend as required, and other Board members may attend as appropriate.
Relations with Shareholders
After the announcement of the interim and final results the Directors encourage dialogue with the major institutional shareholders. There
is an opportunity for individual private shareholders to question directors at the Annual General Meeting and the Company regularly
responds to communications from shareholders on a wide range of issues.
Directors’ Responsibilities
Internal Control
The Combined Code requires the Directors to review the effectiveness of the Group’s system of internal control.
The Directors acknowledge their responsibility for the Group’s system of internal control and that the Board has ultimate responsibility for
ensuring that the Group has in place a system of controls, financial and otherwise, that is appropriate to the business environment in which
it operates. This is intended to ensure that the Directors maintain full and effective control over all significant strategic, financial,
organisational and compliance issues. However, any system is designed to manage rather than eliminate the risk of failure to achieve business
objectives and can provide only reasonable and not absolute assurance against material misstatement or loss.
The Board confirms that it has established the procedures necessary to comply with the Turnbull Guidance.
The Board has identified the significant risks faced by the Company, its subsidiaries and divisions. The Board continues to develop procedures
to evaluate, manage and minimise such risks. The key procedures are being defined in Group manuals. The Board recognises that internal
controls must evolve, and the Board reviews them annually.
The Board has considered the need for internal audit and has developed a structure within which such a function can report to the Board.
This function began during the year and is in the early stages of development.
Going Concern
The Directors confirm that, after having made appropriate enquiries, they have a reasonable expectation that the Group and Company have
adequate resources to continue operating for the foreseeable future. Accordingly, the Directors continue to adopt the Going Concern basis
in the preparation of the accounts.
11 Directors’ Responsibilities (continued)
Accounts
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 Company and Group, 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 apply them consistently
• Make judgements and estimates that are reasonable and prudent
• State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in
the financial statements
• Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company and Group will
continue in business
The Directors are responsible for maintaining proper accounting records which disclose with reasonable accuracy at any time the financial
position of the Group, and to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for
safeguarding the assets of the Group, and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
A copy of the financial statements for the Company is placed on the Shiloh PLC website. The maintenance and integrity of this website is
the responsibility of the Directors. Legislation in the United Kingdom governing the preparation and publication of financial statements may
differ from the legislation in other jurisdictions.
12 Directors’ Remuneration Report
Remuneration Committee
The committee consists of Messrs E.T.Gartside (Chairman), J.R.B.Gould and R.E.Hough, all of whom are non-executive directors.
The Committee is responsible for pay and salary policy throughout the Group and determines the remuneration package and conditions of
service of executive directors and other senior executives.
Remuneration Policy
Remuneration policy aims to ensure that the remuneration packages offered attract, motivate and retain high calibre executives and to
recognise the importance of achieving short and long term performance objectives and enhancing shareholder value, whilst at the same
time being consistent with policies applied to other employees in the Group.
Directors’ Remuneration
Details of the remuneration of all the Directors who have held office in the year are shown in note 5 to the accounts.
The emoluments of the Executive Directors consist of basic salary, performance linked bonus, pension contributions and other taxable
benefits, which include the provision of a car or car allowance, private health insurance and life assurance.
Performance Related Bonuses
The Executive  Directors, along with other senior managers, are eligible for annual bonuses based on performance targets. The performance
targets are based either on growth in earnings per share, growth in profits or on other personal targets on which the individual has a direct
influence. There is a maximum entitlement of between 15% of basic salary and 50% of basic salary dependent on the level of responsibility.
No performance related bonuses were earned by the Executive Directors during the year.
Executive Share Options
The Group operates an approved executive share option scheme, under which the Executive Directors benefit along with other senior
executives. Details of options held by the Executive Directors are shown in note 5 to the accounts. The options are issued subject to a
performance criterion of growth in earnings per share of 6% above inflation over a three-year period.
Service Agreements
Mr J. Edwards has a service agreement which provides for one year’s notice by either side.
Pensions
Messrs G.J.Collyer and J.Edwards are members of the Group’s defined contribution pension scheme. Contributions to the scheme are
disclosed in note 5 to the accounts.
Mr E.Robinson is a member of the Group’s defined benefit pension scheme, to which the company contributes 13.8% of salary.
Details of the Executive Directors’ pension entitlements are shown in note 5 to the accounts.
Performance of the Company
The  graph below charts the investment performance of the Company since 1st April 1999 against the FTSE All Share Index which is regarded
as the most direct comparator for this purpose.
Audit
The Directors’ remuneration, pensions, performance related bonuses and share options have been subject to audit.
By order of the Board
Edmund T. Gartside
Chairman of the Remuneration Committee.
13
0
50
100
150
200
250
300
1999 2000 2001 2002 2003 2004
FTSE All Share          Shiloh
Total Shareholder Return Report of the Independent Auditors
To the shareholders of Shiloh PLC
We have audited the financial statements of Shiloh PLC for the year ended 31st March 2004, which comprise the Consolidated Profit and
Loss Account, the Consolidated Balance Sheet, the Consolidated Cash Flow Statement, the Consolidated Statement of Total Recognised
Gains and Losses and the related notes. These financial statements have been prepared under the historical cost convention as modified by
the revaluation of certain fixed assets and the accounting policies set out therein. We have also audited the information in the Directors’
Remuneration Report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and the financial statements in
accordance with applicable law and United Kingdom Accounting Standards are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements and the part of the Directors’ 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 Directors’ 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 Company and other members of 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. The
other information comprises only the Chairman’s Statement, the Chief Executive’s Review, the Directors’ Report, the unaudited part of the
Directors’ Remuneration Report, the Corporate Governance Statement, the Statement of Directors’ Responsibilities, the Financial Record and
the Financial Highlights. 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 audit 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 Directors’
Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgments made by the directors in the
preparation of the financial statements, and of whether the accounting policies are appropriate in the Company’s circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide
us with sufficient evidence to give reasonable assurance that the financial statements and the part of the Directors’ 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 Directors’ Remuneration
report to be audited.
Opinion
In our opinion:
 the financial statements give a true and fair view of the state of the Group’s and the Company’s affairs as at 31st March 2004 and of
the Group’s profit for the year then ended; and
 the financial statements and the part of the Directors’ Remuneration Report to be audited have been properly prepared in accordance
with the Companies Act 1985.
Waterworths
Registered Auditors
Chartered Accountants
Blackburn
5th May 2004 
14 Consolidated Profit and Loss Account
for the year ended 31st March 2004
Turnover 3
Cost of sales 3
Gross profit 3
Net operating expenses 3
Operating profit before amortisation of intangible assets
Amortisation of intangible assets
Operating profit after amortisation of intangible assets
Profit on sale of properties 4
Profit on ordinary activities before interest
Net interest payable 8
Profit on ordinary activities before taxation 9
Taxation on profit on ordinary activities 10
Profit after taxation
Dividends 12
Retained loss for the year 25
Earnings per share before amortisation of intangible assets
and exceptional items
Basic 13
Diluted 13
Earnings per share
Basic 13
Diluted 13
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
Movements in reserves are set out in note 25 on page 28.
The accounts should be read in conjunction with the notes on pages 19 to 31.
15
45,121
(31,964
13,157
(12,729
428
-
428
-
428
(195
233
(55
178
(359
(181
)
)
)
)
)
)
£000’s
-
-
-
-
-
(290
(290
367
77
-
77
(52
25
-
25
)
)
)
£000’s
45,121
(31,964
13,157
(12,729
428
(290
138
367
505
(195
310
(107
203
(359
(156
)
)
)
)
)
)
)
£000’s
45,441
(32,997
12,444
(11,609
835
(223
612
-
612
(122
490
(182
308
(358
(50
)
)
)
)
)
)
)
£000’s
Ordinary
Activities
Amortisation
& Exceptional
Items Total
2004
Total
2003
(note 4)
2004 2003
2.66p
2.63p
3.03p
3.01p
12.13p
11.93p
4.62p
4.55p
Notes Balance Sheets
31st March 2004 Group Shiloh PLC
Notes 2004 2003 2004 2003
£000’s £000’s £000’s £000’s
Fixed Assets
Intangible assets 14 4,803 5,393 1,327 1,397
Tangible assets 15 4,530 5,509 994 164
Investments in subsidiary undertakings 16 - - 5,934 7,218
9,333 10,902 8,255 8,779
Current Assets
Stocks 17 6,316 5,754 - -
Assets held for resale 18 - 776 - 74
Debtors 19 7,293 7,842 5,614 4,202
Short term deposits - 450 - 450
Cash and bank balances 74 297 1 1
13,683 15,119 5,615 4,727
Creditors-amounts falling due within one year 20 9,876 11,847 4,943 6,277
Net current assets/(liabilities) 3,807 3,272 672 (1,550
Total assets less current liabilities 13,140 14,174 8,927 7,229
Creditors-amounts falling due after more than one year 21 687 1,592 324 700
Provision for liabilities and charges 22 284 294 65 -
Deferred credit 23 122 111 38 -
12,047 12,177 8,500 6,529
Capital and Reserves
Called up equity share capital 24 1,677 1,672 1,677 1,672
Share premium account 25 1,294 1,273 1,294 1,273
Capital redemption reserve 62 62 62 62
Revaluation reserve 25 74 802 - 73
Profit and loss account - distributable 25 8,940 8,368 5,467 3,449
Equity shareholders’ funds 12,047 12,177 8,500 6,529
Approved by the Board
E.T. Gartside
J. Edwards
5th May 2004
The accounts should be read in conjunction with the notes on pages 19 to 31.
16
Directors
}
) )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Consolidated Cash Flow Statement
for the year ended 31st March 2004 2004 2003
£000’s £000’s
Net cash inflow from operating activities (note 26) 576 1,432
Returns on investments and servicing of finance
Interest received 4 12
Interest paid (209 (95
Interest element of finance lease payments (45 (35
Net cash outflow for returns on investments and servicing of finance (250 (118
Taxation
Taxation paid (86 (299
Capital Expenditure 
Payments to acquire tangible fixed assets (649 (1,187
Payments to acquire intangible fixed assets (200 (754
Proceeds from sale of tangible fixed assets 703 40
Proceeds from sale of assets held for resale 1,176 -
Government grant received 21 -
Net cash inflow/(outflow) for capital expenditure 1,051 (1,901
Acquisitions and Disposals
Purchase of minority interests in subsidiary undertakings (100 (510
Sale of previously discontinued operations - 50
Net cash outflow for acquisitions and disposals (100 (460
Equity Dividends Paid (357 (345
Net cash inflow/(outflow) before management of liquid resources and financing 834 (1,691
Management of Liquid Resources
Cash withdrawn from short term deposit 450 -
Financing -
Issue of ordinary share capital 26 33
Capital element of finance lease payments (268 (195
Net cash outflow for financing (242 (162
Increase/(decrease) in cash 1,042 (1,853
Proceeds from sale of tangible fixed assets and assets held for resale include £1,843,000 in respect of non-operating exceptional items.
Net cash inflow from operating activities for the year ended 31st March 2003 included a cash outflow of £395,000 in respect of
operating exceptional items.
Reconciliation of cash flow to movement in net debt
Increase/(decrease) in cash 1,042 (1,853
Cash outflow for decrease in debt and lease financing 268 195
Cash inflow from decrease in liquid resources (450 -
Decrease/(increase) in net debt resulting from cash flows 860 (1,658
Inception of finance lease contracts (64 (412
Anticipated cancellation of loan notes 45- 450
Decrease/(increase) in net debt 796 (1,620
Net debt at 31st March 2003 (2,342 (722
Net debt at 31st March 2004 (note 27) (1,546 (2,342
The accounts should be read in conjunction with the notes on pages 19 to 31.
17
2004
£000’s
2003
£000’s Consolidated Statement of Total Recognised Gains and Losses
for the year ended 31st March 2004
Profit for the financial year
Unrealised deficit on revaluation of property
Total recognised gains and losses relating to the year
Consolidated Statement of Historical Cost Profits and Losses
for the year ended 31st March 2004
Reported profit on ordinary activities before taxation
Difference between historical cost depreciation charge and the actual
depreciation charge of the year calculated on the revalued amount
Realisation of gains arising from revaluation of properties in previous years
Historical cost profit on ordinary activities before taxation
Historical cost transfer to/(from) reserves
The accounts should be read in conjunction with the notes on pages 19 to 31.
308
158
203
-
203
308
(150
158
)
18
2004
£000’s
2003
£000’s
310
1
727
1,038
572 )
490
15
-
505
(35
2004
£000’s
2003
£000’s Notes to the Accounts
1  Accounting policies
The accounts have been prepared in accordance with the historical cost convention as modified by the revaluation of certain fixed assets,
and comply with applicable U.K. accounting standards. The principal accounting policies which the Directors have adopted within the
convention are as follows:
Basis of consolidation - The Group accounts consolidate the accounts of the Company and its subsidiary undertakings. The financial
statements are prepared for the 12 month period ended 31st March in each year. The results of companies and businesses acquired are
included from the date of acquisition.
Intangible fixed assets - Goodwill: Goodwill arising on acquisitions, being the difference between the fair value of the purchase
consideration and the fair value of the identifiable net assets of an acquired company or business, is capitalised and amortised in equal
annual instalments over its useful economic life, normally a period not exceeding 20 years. Goodwill arising on acquisitions prior to 31st
December 1997 has been set off directly against reserves. In accordance with FRS10 “Goodwill and Intangible Assets”, previously written
off goodwill has not been reinstated.
Brands: Acquired brands are only recognised on the balance sheet as intangible assets where title is clear, brand earnings are separately
identifiable, the brand could be sold separately from the rest of the business and where the brand achieves earnings in excess of those
achieved by unbranded products. Brands are amortised over their estimated useful economic lives, normally a period not exceeding 20 years.
Depreciation - Land: Depreciation is not provided on freehold and leasehold land.
Buildings: Depreciation is provided on buildings so as to write off their cost or valuation over 40 years, or, in the case of leasehold property,
over the term of the lease.
Plant and Machinery: Depreciation of plant and machinery, office equipment and vehicles is calculated to write off their cost during their
expected normal lives at rates ranging from 10% to 33%.
Investment properties - The investment property was included in the balance sheet at its open market value and was not depreciated.
Although this accounting policy is in accordance with the applicable accounting standard, SSAP 19, “Accounting for Investment Properties”,
it is a departure from the general requirement of the Companies Act 1985 for all tangible assets to be depreciated. In the opinion of the
Directors, compliance with the standard is necessary for the financial statements to give a true and fair view. Depreciation is only one of
many factors reflected in the annual valuation and the amount which might otherwise have been included cannot be separately identified
or quantified.
Stocks - Stocks are valued at the lower of cost and net realisable value, and cost includes an appropriate proportion of production overheads.
Turnover - Turnover of the Group is the invoiced sales less returns to external customers exclusive of value added tax.
Deferred taxation - Except where otherwise required by accounting standards, full provision without discounting is made for all timing
differences which have arisen but not reversed at the balance sheet date.
Pensions - The Group operates a defined benefit scheme for full time staff employees who were on the payroll on 20th October 1997.
Contributions are based on percentages of members’ pensionable remuneration as fixed by independent actuaries. The cost of contributing
to this scheme is charged to the profit and loss account over the estimated service lives of the employees. On adoption of FRS17, “Retirement
Benefits”, the Group has followed the transitional provisions at 31st March 2004 as disclosed in note 30. The Group also operates or
contributes to a number of defined contribution schemes. The costs of the contributions to the defined contribution schemes are charged
to the profit and loss account as they are incurred.
Leased assets - Fixed assets held under finance leases are capitalised and depreciated over the shorter of the lease term or their expected
useful lives. The finance charges are allocated during the lease term so that the charge for each accounting period is a constant percentage
of the remaining balance of the capital sum outstanding. The costs of operating leases are charged to the profit and loss account as they
accrue.
Government grants - Grants received in respect of tangible fixed assets are treated as a deferred credit and are released to the profit and
loss account in equal instalments over the estimated useful economic life of the assets concerned.
Foreign currency translation - Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of
exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.
All translation differences are taken to the profit and loss account.
2  Information by class of business 
The turnover, operating profit and net assets are attributable to the one principal activity of the Group.
Turnover of the Group outside the United Kingdom amounted to £274,000 (2003 - £619,000).
19 202
198
(33
367
)
45,121
(31,964
13,157
(3,294
(9,457
22
428
-
428
-
-
-
-
-
-
-
(290
(290
45,121
(31,964
13,157
(3,294
(9,457
22
428
(290
138
)
)
)
3    Analysis of turnover, cost of sales, net operating expenses and operating profit:
Turnover
Cost of sales
Gross profit
Net operating expenses
Distribution costs
Administrative expenses
Other operating income
Operating profit before amortisation
Amortisation of intangible assets
4    Exceptional items
Operating exceptional items
Aborted corporate transactions
Pension fund top up
Restructuring costs
In the year ended 31st March 2003, there were three areas of non-recurring  exceptional cost affecting operating profit identified separately
in the Profit and Loss Account. These were expenditure on aborted corporate transactions, top up payments to the Defined Benefit Pension
Scheme and restructuring costs associated with organisational changes.
Non operating exceptional items
Profit on sale of properties:
Profit on sale of Park Mill
Profit on sale of Holden Fold offices
Loss on sale of Swan Lane Mill
5    Directors’ emoluments
E.T. Gartside 30.1 6.2 36.3 39.5
G.J. Collyer 150.0 0.4 150.4 95.5
J. Edwards 85.7 5.7 91.4 92.0
D. George 20.0 - 20.0 22.2
J.R.B. Gould 14.8 - 14.8 12.0
R.E.Hough 13.7 - 13.7 -
L.C.W. Jones - - - 65.4
M.O.F. Lewis - - - 109.7
E. Robinson 57.0 6.3 63.3 64.1
D.H. Shaw 3.0 - 3.0 13.0
375374.3 318.6 392.9 513.4
In addition to the above Mr L.C.W. Jones received an ex gratia payment of £16,500 and Mr D.H. Shaw received £9,000 payment for loss
of office.
)
)
)
)
)
)
-
-
-
-
(395
-
(395
(223
(618
45,441
(32,997
12,444
(3,228
(8,456
75
835
(223
612
-
1,230
45,441
(32,997
12,444
(3,228
(8,061
75
1,230
-
-
-
-
20
2004
£000’s
2003
£000’s
Ordinary
2004
£000’s
Total
2004
£000’s
Ordinary
2003
£000’s
Amortisation &
Exceptional
items
2004
£000’s
Remuneration
£000’s
Benefits
£000’s
2004
Total
Remuneration
£000’s
2003
Total
Remuneration
£000’s
23
71
301
395
-
-
-
-
2004
£000’s
2003
£000’s
)
)
)
)
)
)
)
)
Total
2003
£000’s
Amortisation &
Exceptional
items
2003
£000’s
)
)
) 5    Directors’ emoluments (continued)
Additional disclosures in respect of the pension entitlement of Mr. E. Robinson are given below:
Defined benefit scheme
Age at 31st March 2004
Pensionable years of service
Accrued pension at 1st April 2003
Increase in accrued pension excluding inflation
Accrued pension at 31st March 2004
Transfer value of accrued pension at 1st April 2003
Directors’ contributions
Increase in transfer value over year less directors’ contributions
Transfer value of accrued pension at 31st March 2004
The pension entitlement shown is that which would be granted at age 65 on leaving service at the end of the year.
Contributions to the Scheme and benefit derived therefrom are the same for directors as for other Scheme members (see note 30).
Defined contribution scheme
The Company contributed £6,260 into a money purchase scheme for Mr J. Edwards (2003-£6,180) and £6,750 into a money purchase
scheme for Mr G.J.Collyer (2003-£1,687).
The interests of current Directors in the Executive Share Option Scheme and Savings Related Share Option Scheme were as follows:
E.T. Gartside
Savings related options 2,860 - - - 2,860 118.0
4,813 - 1,953 - 2,860
G.J. Collyer
Executive share options 17,910 - - - 17,910 167.5
Savings related options 6,874 - - - 6,874 147.5
24,784 - - - 24,784
J. Edwards
Executive share options 20,689 - - - 20,689 145.0
Savings related options 4,027 - - - 4,027 147.5
24,716 - - - 24,716
E. Robinson
Executive share options 17,241 - - - 17,241 145.0
“ 2,985 - - - 2,985 167.5
Savings related options 2,860 - - - 2,860 118.0
“ 5,532 - - - 5,532 147.5
28,618 - - - 28,618
The periods during which options are exercisable are as follows:   
Executive share options - price 145.0p August 2003 to August 2010; 167.5p November 2005 to November 2012
Savings related options - price 118.0p October 2003 to April 2008; 147.5p February 2006 to August 2010
The Directors do not benefit from any other long term incentive schemes.  
The market price of the shares at 31st March 2004 was 130p and the range during the year was 125p to 243.5p.
21
L.C.W. Jones
£000’s
8.8
1.3
10.4
70.9
3.0
11.8
85.7
47
11
At
31st March
2003 Granted Exercised Lapsed
At
31st March
2004
Exercise
Price (p) 7    Other operating income
Income from property 22                    75
8    Net interest payable
Bank interest payable 150 109
Loan note interest - adjustment to amount previously provided 2-
Finance lease and hire purchase interest payable 45 34
195 122
9   Profit before taxation
2003 2002
Profit before taxation is arrived at after charging/(crediting): £000’s £000’s
Amortisation of intangible fixed assets 290 223
Depreciation of owned assets 767 709
Depreciation of assets held under finance leases and hire purchase contracts 151 169
Operating lease rentals - land and buildings 780 706
- other 467 353
Loss/(profit) on sale of fixed assets 6 (3
Auditors’ remuneration (Company: £4,000; 2003 - £3,000) 56 49
Grant release (10 (6
Non-audit fees paid to Waterworths comprised tax compliance and general advisory fees and amounted to £59,000 (2003 - £22,000)
(Company £59,000; 2003 - £3,000), of which £59,000 (2003 - £20,000) is charged in arriving at the operating result. The balance of £nil
(2003-£2,000) has been capitalised.
10  Taxation
Taxation is based on the profit for the year and comprises: 2003 2002
Current tax: £000’s £000’s
UK corporation tax on profits for the year
Adjustment in respect of previous years 8  ) (28
Total current tax 121 121
Deferred tax:
Deferred tax in respect of the current year 58 58
Adjustment in respect of previous years 3 3
Total deferred tax 61 61
Total tax charge 182 182
18
130
(18
(5
(23
107
)
22
)
)
)
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
6    Employees 2004 2003
Number Number
The average number employed by the Group, including Directors, was: 532 543
The costs incurred in respect of these employees were: £000’s £000’s
Wages and salaries 8,730 8,261
Social security costs 857 769
Pension and other costs 252 382
9,839 9,412
(21)
148 149
(    )
)
)
) 11  Profit attributable to the parent company
Net profit/(loss) before dividend received 134 (297
Dividend received from subsidiary undertaking 2,170 600
Profit for the financial year dealt with in the accounts of the parent company 2,304 303
The company has taken advantage of Section 230 of the Companies Act 1985 and consequently a profit and loss account for the parent
company alone is not presented.
12  Dividends 2004 2003
£000’s £000’s
Interim dividend paid 28th November 2003 of 1.5p per share (2003 - 1.5p) 100 100
Proposed final dividend of 3.85p per share (2003 - 3.85p) 259 258
359 358
13  Earnings per share
The basic earnings per share figures have been calculated by reference to the weighted average of 6,694,575 shares in issue during the year
(2003-6,655,137) and, in respect of the full earnings per share figures, the Group profit for the financial year of £203,000 (2003-£308,000).
A reconciliation of this figure to the alternative figure in the profit and loss account is as follows:
Full earnings 203 3.03 308 4.62
Amortisation of intangible assets 290 4.34 223 3.35
Exceptional items 367 5.49 395 5.94
Taxation in respect of exceptional items 52 0.78 (119 (1.78
Earnings before amortisation and exceptional items 178 2.66 807 12.13
The Directors present the alternative earnings per share figures in order to give an additional indication of the Group’s underlying
performance.
The diluted earnings per share figure, on both bases above, has been calculated using the same earnings numerators as set out above, by
reference to an adjusted average number of shares, as follows:
2004 2003
Weighted average per basic calculation 6,694,575 6,655,137
Adjustment to reflect dilutive shares under option 54,157 111,722
6,748,732 6,766,859
23
2004
£000’s
2004
Pence Per
Share
2003
£000’s
2003
Pence Per
Share
(      ) (       )
))
Current tax reconciliation:
Profit before taxation 4310 490
Notional current tax based on the UK standard rate of 30% 1493 147
Expenses not deductible for tax purposes (principally amortisation of intangible fixed assets) 111 83
Capital allowances for the year in excess of depreciation (10 (51
Other short term timing differences 3 (3
Utilisation of tax losses 6 (96
Chargeable gains in excess of accounting profit 64
Small companies relief (17 (21
Adjustment in respect of prior years (18 (28
Current tax charge for the year 130 121
)
)
)
)
)
)
(6)
-
)
)
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
10  Taxation (continued)
) 14   Intangible assets
Cost 31st March 2003 4,372 1,409 5,781 1,409
Reduction in contingent consideration (300 - (300 -
Cost 31st March 2004 4,072 1,409 5,481 1,409
Amortisation 31st March 2003 376 12 388 12
Amount provided 220 70 290 70
Amortisation 31st March 2004 596 82 678 82
Net book value 31st March 2004 3,476 1,327 4,803 1,327
Net book value 31st March 2003 3,996 1,397 5,393 1,397
The reduction in goodwill relates to the expected non-payment of contingent consideration in respect of the acquisition of
Care & Mobility Limited.
15  Tangible assets
Group
Cost or valuation 31st March 2003 857 424 700 7,919 9,900
Additions - 73 - 608 681
Disposals - - (700 (239 (939
Cost or valuation 31st March 2004 857 497 - 8,288 9,642
Depreciation 31st March 2003 133 131 - 4,127 4,391
Amount provided 14 26 - 878 918
Disposals - - - (197 (197
Depreciation 31st March 2004 147 157 - 4,808 5,112
Net Book Value 31st March 2004 710 340 - 3,480 4,530
Net Book Value 31st March 2003 724 293 700 3,792 5,509
Shiloh PLC
Cost or valuation 31st March 2003 - - - 286 286
Additions - 5 - 160 165
Group transfers in 857 49 - - 906
Disposals ---(62)(62)
Cost or valuation 31st March 2004 857 54 - 384 1,295
Depreciation 31st March 2003 - - - 122 122
Amount provided - 1 - 81 82
Group transfers in 147 4 - - 151
Disposals - - - (54) (54)
Depreciation 31st March 2004 147 5 - 149 301
Net Book Value 31st March 2004 710 49 - 235 994
Net Book Value 31st March 2003 - - - 164 164
24
Freehold Land
and Buildings
£000’s
Leasehold 
Land and
Buildings
£000’s
Investment
Properties
£000’s
Plant and
Machinery
£000’s
Total
£000’s
) )
)
)
)
Goodwill
£000’s
Group
Brands
£000’s
Total
£000’s
Shiloh PLC
Brands
£000’s
) ) 15  Tangible assets (continued)
Land and buildings at cost or valuation are stated:
Land-not depreciated:
at open market value in 1995 155 155 155 -
Buildings:
at open market value in 1995 668 668 668 -
at cost 531 458 88 -
Investment properties:
at open market value - 700 - -
1,354 1,981 911 -
The Group has taken advantage of the transitional provisions of FRS 15, “Tangible Fixed Assets”, and has continued to include land and
buildings at a combination of cost and valuations undertaken before the implementation of the Reporting Standard.
If stated under historical cost principles the comparable amounts for the total of land and buildings and investment properties would be:
Cost 21,300 2,236 911 -
Accumulated depreciation (324 (333 (152 -
Historical cost value 976 1,903 759 -
Net book value of assets held under finance leases 882 1,075 18 -
Capital commitments - contracted but not provided for 328 - - -
16  Investments in subsidiary undertakings Shares Loans Total
£000’s £000’s £000’s
At 31st March 2003 6,118 1,100 7,218
Reclassified as current assets - (1,100 (1,100
Dormant subsidiary undertakings : return of pre-acquisition profits 6,1((184 - (184
At 31st March 2004 5,934 - 5,934
Shiloh PLC owned the whole of the issued share capital of the following principal subsidiary undertakings, all of which operate in the
United Kingdom:
Company Activity
Shiloh Healthcare Ltd. Healthcare products and services
Trust Sterile Services Ltd. Sterilisation and decontamination services
Shiloh Mobility Ltd. Mobility products and services
Fast-Aid Products Ltd. Healthcare product distribution  
Macdonald & Taylor Ltd. Cotton wool products
During the year the assets of Shiloh Properties Limited were sold or transferred to other Group undertakings. On 31st March 2004, the
trade and assets of ICR Mobility Limited were transferred to Shiloh Mobility Limited.
25
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
) ) )
)
))
) 17  Stocks
Raw materials 11,302 1,191 - -
Work in progress 90 83 - -
Finished products including goods for resale 4,924 4,480 - -
6,316 5,754 - -
18  Assets held for resale
Land and Buildings - 776 - 74
19  Debtors
Trade debtors 76,728 7,246 16 2
Amounts due from subsidiary undertakings - - 5,333 3,995
Prepayments 477 512 156 150
Advance Corporation Tax recoverable - - 40 53
Other debtors 88 84 69 2
7,293 7,842 5,614 4,202
20  Creditors-amounts falling due within one year
Trade creditors 6,456 6,749 152 114
Contingent consideration 300 - 300 -
Deferred consideration 100 100 100 100
Bank overdraft 986 2,251 3,2,345 3,115
Amounts due to subsidiary undertakings - - 1,588 2,350
Other creditors 84 208 14 41
Accruals 630 1,114 177 180
Finance lease and hire purchase obligations 247 246 11 -
Dividend 259 257 259 257
Corporation Tax payable 124 93 57 8
Other taxation and social security 690 829 140 112
19,876 11,847 4,943 6,277
The bank overdraft is secured by fixed and floating charges over the assets of group undertakings together with cross guarantees
between those companies.
26
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
21  Creditors-amounts falling due after more than one year
Contingent consideration 200 800 200 500
Deferred consideration 100 200 100 200
Finance lease and hire purchase obligations 387 592 24 -
687 1,592 324 700
Finance lease and hire purchase obligations are repayable as follows:
Within one year 247 246 11 -
Between one and two years 210 235 11 -
Between two and five years 177 357 13 -
634 838 35 -
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC 22  Provision for liabilities and charges
Deferred taxation provided in the accounts, and the amounts for which no provision has been made, are as follows:
Group 
Capital allowances in excess of depreciation 324 347 - -
Surplus on revaluation of investment properties - - 1- 160
Capital losses - - - (95
324 347 - 65
Advance Corporation Tax (40 (53 - -
284 294 - 65
The potential tax liabilities which might arise in the event of disposal of revalued land and buildings are not quantified as the Directors do
not consider them to constitute timing differences after taking account of expected rollover relief.
Shiloh PLC
Capital allowances in excess of depreciation 65 - - -
The movement on the provision for deferred taxation is as follows: Group Shiloh PLC
£000’s £000’s
At 31st March 2003 347 -
Group Transfer 6-63
Profit and loss account - (credit)/charge for the year (23 2
324 65
Recoverable Advance Corporation Tax (40 -
At 31st March 2004 284 65
23  Deferred credit
Grants received
At 31st March 2003 111 117 - -
Grant received 21 - - -
Group transfer in - - 38 -
Released to profit and loss account (10 (6 - -
At 31st March 2004 122 111 38 -
27
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Provided Unprovided
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
) )
)
2004
£000’s
2003
£000’s
2004
£000’s
2003
£000’s
Group Shiloh PLC
24  Share capital
2004 2003
Authorised: £000’s £000’s
8,000,000 Ordinary shares of 25p each 2,000 2,000
Allotted, called up and fully paid:
At 31st March 2003 6,686,524 6,606,632 1,672 1,652
Allotted during the year 21,967 79,892 5 20
At 31st March 2004 6,708,491 6,686,524 1,677 1,672
At 31st March 2004 there were share options on 305,052 (2003 - 393,832) ordinary shares which are exercisable between August 2000
and November 2012 at prices between 113p and 167.5p.
2004
Number
2003
Number
2004
£000’s
2003
£000’s
)
)
) ) 25  Reserves
Group
At 31st March 2003 1,273 802 8,368
Added on allotment of shares 121 - -
Released on depreciation -(1 1
Released on disposal of properties - (727 727
Retained loss for the year - - (156
At 31st March 2004 1,271,294 74 8,940
Shiloh PLC
At 31st March 2003 1,273 73 3,449
Added on allotment of shares 121 - -
Released on disposal of properties - (73 73
Retained profit for the year - - 1,945
At 31st March 2004 1,294 7- 5,467
The Group revaluation reserve includes £nil (2003 - £41,000) in respect of the Group’s investment properties. Commencing at 1st April 1986,
the cumulative amount of goodwill arising on acquisitions which has been taken to reserves at the balance sheet date is £535,000.
26  Reconciliation of operating profit to operating cash flows 2004 2003
£000’s £000’s
Operating profit 6138 612
Depreciation 8918 878
Loss/(profit) on sale of tangible fixed assets 6 3
Government grant released to profit and loss account (10 6
Amortisation of intangible fixed assets 290 223
(Increase) in stocks (562 787
Decrease/(increase) in debtors 522 (560
(Decrease)/increase in creditors 1,(726 1,075
Net cash inflow from operating activities 1,43576 1,432
27  Analysis of changes in net debt
Cash at bank and in hand 297 (223 - 74
Bank overdraft (2,251 1,265 - (986
(1,954 1,042 - (912
Hire purchase obligations (838 268 (64 (634
Short term deposits 450 (450 - 4-
(2,342 860 (64 (1,546
28  Contingent liabilities
The Company has guaranteed bank loans and overdrafts of certain subsidiary undertakings which at 31st March 2004 were £nil (2003 -
£49,000).
28
Share Premium
Account
£000’s
Revaluation
Reserve
£000’s
Profit and
Loss Account
£000’s
)
)
)
( )
( )
(      )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
At 31st
March 2003
£000’s
Cash
Flow
£000’s
Other Non Cash
Changes
£000’s
At 31st
March 2004
£000’s 29  Financial commitments
At 31st March 2004 the Group had annual commitments under operating leases as follows:
2004 2003
Land and buildings: £000’s £000’s
Expiring within one year 183 141
Expiring between two and five years 170 91
Expiring in over five years 397 414
750 646
Other operating leases:
Expiring within one year 113 87
Expiring between two and five years 333 348
446 435
30  Pensions
The Group operates a defined benefit pension scheme, providing benefits based on the final pensionable salary, and defined contribution
pension schemes for eligible employees.
The assets of the defined benefit pension scheme are held in separate trustee administered funds and the Group’s contributions to the
scheme are determined by the Directors based on triennial valuations by a qualified actuary using the age attained method. The defined
benefit scheme is now closed to new members and the salary level by which benefits are calculated is now capped at £50,000.
The most recent valuation was dated 20th October 2001. The assumptions which have the most significant effect on the results of the
valuation are those relating to the rate of return on investments and the rate of increases in salaries. It was assumed the investment return
would be 7% per annum and that salary increases would average 5% per annum. The most recent actuarial valuation showed that the
market value of the scheme’s assets was £6.8 million and that the actuarial value of those assets represented 100% of the benefits that had
accrued to members after allowing for expected future increases in earnings.
The Pensions Act 1995 introduced the Minimum Funding Requirement for defined benefit pension schemes. Calculations have been carried
out to assess the scheme’s funding position against the Minimum Funding Requirement and on the prescribed basis the value of the scheme’s
assets represented 106% of the value of the benefits as at 20th October 2001.
The contributions of the Group are currently 13.8% of basic earnings. Scheme members contribute 6% of basic earnings. In addition, the
Group makes contributions to provide death in service benefits, which are a refund of contributions and a lump sum equal to three times
Scheme salary. One half of the accrued pension shown is also payable should there be a surviving spouse.
The pension cost of this scheme to the Group was £130,000 (2003 - £271,000). The reduction in cost has arisen partly because of the top
up to the scheme in the previous year and partly because of the departure of several employees who were members of the Scheme.
The Group also paid £113,000 (2003 - £111,000) into the separate defined contribution schemes.
Whilst the Group continues to account for pensions in accordance with SSAP 24, “Accounting for Pension Costs”, as above, under FRS 17,
“Retirement Benefits”, the following transitional disclosures are required:
The valuations were updated by the actuary on an FRS 17 basis as at 31st March 2004.
The major assumptions used by the actuary were:
Rate of increase in salaries
Rate of increase in pensions in payment pre October 1999
post October 1999
Discount rate
Inflation
29
3.2%
5.0%
2.7%
5.0%
2.7%
3.2%
5.0%
2.7%
5.0%
2.7%
2004
3.8%
5.0%
2.8%
5.8%
2.8%
2002 2003 The assets and liabilities in the scheme and the expected rate of return on investments were:
Equities
Bonds and fixed interest
Cash
Market value of assets
Present value of scheme liabilities
Deficit
Deferred tax asset
Net deficit in scheme at 31st March 2004
Movement in deficit during year:
Deficit in scheme at 31st March 2003
Current service cost
Other finance costs
Contributions paid
Actuarial gain/(loss)
Deficit in scheme at 31st March 2004
Deferred tax asset
Net deficit in scheme at 31st March 2004
If FRS 17 had been fully adopted in these financial statements the pension costs for the defined benefit scheme would have been:
Analysis of other pension costs which would have been charged in arriving at operating profit
Current service cost
Analysis of other finance costs
Expected return on pension scheme assets
Interest on pension scheme liabilities
Net return
Analysis of the amounts which would have been recognised in the Consolidated Statement of Total Recognised Gains and Losses
Actual return less expected return on scheme assets
Experience gains and losses arising on scheme liabilities
Changes in assumptions underlying the present value of scheme liabilities
Actuarial gain/(loss) recognised in the Consolidated Statement of Total Recognised Gains and Losses
As a percentage of scheme assets
As a percentage of scheme liabilities
31  Reconciliation of movement in equity shareholders’ funds 2004 2003
£000’s £000’s
Profit attributable to ordinary shareholders 203 308
Dividends (359 (358
(156 (50
New share capital issued 26 153
Revaluation deficit - (150
Net depletion in shareholders’ funds (130 (47
Opening shareholders’ funds 12,177 12,224
Closing shareholders’ funds 12,047 12,177
7.0%
5.5%
5.0%
Rate of
Return
5,270
1,710
754
7,734
(10,549
(2,815
845
(1,970
£000’s
(3,774
(85
(100
122
1,022
(2,815
845
(1,970
)
)
)
)
)
)
)
)
£000’s
2004
30
7.0%
5.5%
5.0%
Rate of
Return
3,903
1,839
807
6,549
(10,323
(3,774
1,132
(2,642
£000’s
(1,235
(176
(22
176
(2,517
(3,774
1,132
(2,642
)
)
)
)
)
)
)
)
)
£000’s
2003
7.0%
5.5%
5.0%
Rate of
Return
5,171
2,085
899
8,155
(9,390
(1,235
370
(865
)
)
)
£000’s
2002
85
412
(512
(100
)
)
(2,111
1,048
(1,454
(2,517
)
)
)
£000’s
2004
176
524
(546
(22
)
)
£000’s
2003
2003
)
)
)
)
)
)
)
30  Pensions (continued)
% £000’s
(32
(10
24
)
)
850
172
-
1,022
2004
% £000’s
11
(2
(10
)
)
✝
✝
✝
✝
* *
✝
* )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
32  Related party transactions
No director of the Company had any material interest in any contract to which the Company or any subsidiary undertaking was a party
during the financial year.
33  Financial instruments
Set out below are the disclosures required by FRS 13 “Derivatives and other financial instruments”. Disclosures exclude short term debtors
and creditors where permitted.
Financial instruments
The Group’s financial instruments, other than derivatives, comprise borrowings, cash and liquid resources, and various items such as trade
debtors and creditors, etc. that arise directly from its operations.
Interest rate risk
The Group finances its operations through a mixture of retained profits, bank overdrafts and finance lease and hire purchase arrangements.
The Group mainly borrows at floating rates of interest.
Liquidity risk
As disclosed in note 27, at 31st March 2004 the Group had net debt of £1,546,000 (2003 - £2,342,000) and, in addition, had overdraft
facilities of £3,000,000 (2003 - £4,500,000), of which £2,014,000 (2003 - £2,249,000) was unutilised.
Currency risk
The functional currency of the Group is Sterling. The Group has transactional currency exposures, principally on purchases by operating units
in other currencies. The Group regularly reviews its exposure and the need to hedge through forward contracts.
Currency and interest profile of net debt
Currency
Sterling (1,803 57 (1,504 (356 (2,506 249 (2,346 (409
Euros 330 - 330 - 307 - 307 -
Other (73 - (73 - (143 - (143 -
Net debt (1,546 57 (1,247 (356 (2,342 249 (2,182 (409
In addition, there were short term creditors denominated in foreign currency, principally in Euros, of £1,264,000 (2003 - £1,253,000) and
debtors similarly denominated of £16,000 (2003 - nil).
Floating rate assets and liabilities bear interest at market rates based on U.K. bank base rate.
Maturity of net debt
In one year or less, or on demand (1,159 74 (1,233 (1,750 747 (2,497
In more than one year but not more than two years (210 - (210 (235 - (235
In more than two years but not more than five years (177 - (177 (357 - (357
Net debt (1,546 74 (1,620 (2,342 747 (3,089
Fair values
In the opinion of the Directors, there is no material difference between the fair values and book values of the Group’s financial assets and
liabilities.
31
Total
£000’s
Non-interest
Bearing
£000’s
Floating 
Rate
£000’s
Fixed
Rate
£000’s
Total
£000’s
Non-interest
Bearing
£000’s
Floating 
Rate
£000’s
Fixed
Rate
£000’s
2004 2003
)
)
Total
£000’s
2004
Assets
£000’s
Liabilities
£000’s
Total
£000’s
2003
Assets
£000’s
Liabilities
£000’s
2004 2003 Financial Record
2000 2001 2002 2003 2004
£000’s £000’s £000’s £000’s £000’s
Turnover 41,833 28,906 39,927 45,441 45,121
Operating profit/(loss) before amortisation of intangible assets (60 1,055 1,349 1,230 428
Exceptional items (including amortisation of intangible assets) (3,332 (31 (472 (618 77
Profit/(loss) on ordinary activities (3,392 1,024 877 612 505
Net interest (payable)/receivable (23 109 (60 (122 (195)
Profit/(loss) on ordinary activities before taxation (3,415 1,133 817 490 310
Taxation 1,087 (251 (227 (182 (107)
Profit/(loss) after taxation (2,328 882 590 308 203
Minority interests 47 14 (71 - -
Attributable to ordinary shareholders (2,281 896 519 308 203
Dividend (1,199 (316 (342 (358 (359)
Retained (loss)/profit (3,480 580 177 (50 (156)
Earnings before interest, tax, depreciation and
amortisation of intangible assets (EBITDA)
Before exceptional items 855 1,636 2,064 2,108 1,346
After exceptional items (2,477 1,636 1,726 1,713 1,713
Ordinary capital at year end 1,545 1,631 1,652 1,672 1,677
Earnings/(loss) per ordinary share of 25p
Basic (37.31p 14.15p 7.92p 4.62p 3.03p
Before amortisation of intangible 
assets and exceptional items (1.17p 14.64p 15.13p 12.13p 2.66p
Dividends per 25p share - ordinary 4.40p 4.85p 5.20p 5.35p 5.35p
- special 15.00p - - - -
To assist in the computation of United Kingdom capital gains tax the market value of the 25p ordinary shares of the Company after adjustment for the 1 for 1 capitalisation issue
was as follows:-
6th April 1965 10.00p
31st March 1982 9.25p
32
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
) Notice is hereby given that the fifty first Annual General Meeting of the Company will be held at Royton Cricket, Bowling and Tennis
Club, The Paddock, Bransdale Avenue, Royton, OL2 5TX on Friday, 18th June 2004 at 11.30 a.m. for the following purposes:
Ordinary Business
1 To receive and consider the Statement of Accounts, together with the Directors’ and Auditors’ Reports for the year
ended 31st March 2004.
2 To approve a final dividend.
3 To approve the Directors’ Remuneration Report for the year ended 31st March 2004.
4 To re-elect as a Director Mr E.T. Gartside who attained the age of 70 years on 11th November 2003. Special notice of the
intention to propose a resolution for his re-election has been received by the Company.
5 To re-appoint Waterworths as auditors for the ensuing year and to authorise the Directors to fix their remuneration.
Special Business
To consider and, if thought fit, pass the following Resolutions, of which Resolution number 6 will be proposed as an Ordinary
Resolution and Resolutions numbers 7 and 8 as Special Resolutions:
6 That the Directors be generally and unconditionally authorised pursuant to Section 80 of the Companies Act 1985 (“The Act”)
to exercise all the powers of the Company to allot relevant securities (as defined in Section 80) up to an aggregate nominal
value of £322,877, such authority to expire on the earlier of the conclusion of the next Annual General Meeting of the
Company or the date falling 15 months after the date of the passing of this resolution 6 unless varied, revoked or renewed by
the Company in general meeting save that the Company may at any time before such expiry make an offer or agreement
which would or might require the allotment of securities after such expiry and the Directors may allot relevant securities in
pursuance of such offer or agreement as if the authority conferred by this resolution 6 had not expired. This authority shall
replace all existing authorities conferred on the Directors in respect of the allotment of relevant securities to the extent that
the same have not been previously allotted.
7 That, subject to the passing of resolution 6 above the Directors be and are hereby empowered pursuant to Section 95 of the
Act to allot equity securities (within the meaning of Section 94 of the Act) for cash pursuant to the authority conferred by
resolution 6 above as if sub-section (1) of Section 89 of the Act did not apply to any such allotment provided that this power
shall be limited:
(i) to the allotment of equity securities in connection with an offer of such securities by way of rights to holders of
ordinary shares in proportion (as nearly as may be practical) to their respective holdings of such shares, but subject to
such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional
entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory
body or stock exchange; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities to an aggregate amount of
5% of the nominal value of the ordinary shares in issue at the date of the passing of this resolution;
and shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company or fifteen months after
the passing of this resolution save that the company may before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an
offer or agreement as if the power conferred hereby had not expired.
8 That the Company is hereby generally and unconditionally authorised for the purpose of section 166 of the Act to make
one or more market purchases (within the meaning of section 163 (3) of the Act) of fully paid ordinary shares of 25 pence
each in the capital of the Company (“ordinary shares”) provided that:
(i) the maximum aggregate number of ordinary shares authorised to be purchased is 670,849, being 10% of the ordinary
shares in issue at the date of passing of this resolution;
(ii) the maximum price (exclusive of any expenses) which may be paid for an ordinary share shall not be more than 5%
above the average of the middle market quotations for an ordinary share as derived from the Daily Official List of The
London Stock Exchange Limited for the 5 business days immediately preceding the day on which the ordinary share is
purchased;
(iii) the minimum price which may be paid for each ordinary share is 25 pence (exclusive of any expenses);
(iv) unless previously revoked or varied, the authority hereby conferred shall expire at the conclusion of the next Annual
General Meeting of the Company or 15 months from the date, if earlier, of passing this resolution; and;
(v) the Company may make a contract or contracts to purchase its 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 the Company may make a purchase of its ordinary shares in pursuance of such contract as if the authority hereby
conferred had not expired.
30 Sept End of first half 
of financial year
Nov Interim results announced
Dec Interim dividend paid
31 March Year end
May Preliminary Results 
2004/05
Financial Calendar
Notice of Meeting
By Order of the Board,
David R. Stubbins
Secretary
18th May 2004
33
Notes:
(i) A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her place. A proxy need
not be a member of the Company. A form of Proxy accompanies this document for your use. To be valid, Forms of Proxy together with the power of Attorney
or other authority (if any) under which it is signed, or notarially certified copy of such Power of Attorney, must be deposited at the registered office of the
Company not later than forty eight hours before the time of the meeting. Deposit of a Form of Proxy will not prevent a member from attending and voting in person
should he/she so wish. 
(ii) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders registered in the Register
of Members of the Company as at 6.00p.m. on 16th June 2004 shall  be entitled to attend or vote at the aforesaid Meeting in respect of the number of shares
registered in their name at that time. Changes to entries on the Register of Members after 6.00p.m. on 16th June 2004 shall be disregarded in determining
the rights of any person to attend or vote at the Meeting.
(iii) A copy of the Executive Director’s service contract and the Register of Directors’ Interests in the share capital of the Company are available for inspection at the
registered office of the Company during normal business hours and at the place of the Annual General Meeting for 15 minutes prior to the start of the Meeting and
during the Meeting. Our aim is to develop innovative, long term mutually-beneficial
partnerships with healthcare providers in the supply of continence
care, mobility and rehabilitation, prevention of infection and
wound management.
Partnerships that will add value through the supply, distribution
and brand development of the products and services we provide.
Shiloh House • Fitton Street • Royton • Oldham OL2 5JX 
Telephone 0161 624 5641
www.shiloh.co.uk