Celsis International plc 
Annual Report & Accounts 2007
Increasing
value,
delivering
results...
Celsis Contents
08 Non-Executive Chairman’s introduction
09 Chief Executive’s review
12 Financial review
15 Financial highlights
17 Directors and advisors
18 Directors report
22 Remuneration report
26 Corporate governance
31 Independent auditors’ report
32 Consolidated income statement
32 Consolidated statement of 
recognised income and expense
33 Consolidated and Company balance sheets
34 Consolidated and Company 
cash flow statement
36 Notes to the financial statements
64 Summary of accounts
65 Notice of Annual General Meeting
68 Financial calendar
Financial highlights
26.81c
Basic earnings per share up 29% 
$47.4m
Group revenues up 43.3%
$20.4m
Analytical Services revenues up 25.7%
$17.7m
Rapid Detection revenues up 4.8% 
$9.3m
In Vitro Technologies revenues 
since 20 July 2006  
Our business
67%
18%
15%
Pharmaceutical
Beauty & Home
Beverage
72%
21%
7%
Americas
Europe
ROW
Building critical mass
10
8
6
4
0
03     04    05    06    07
Profit growth
Million $
Year
Revenue growth
48
44
40
36
32
28
24
20
0 1 Celsis International plc Annual Report 2007
Celsis is a world leading
provider of innovative
products and laboratory
services to the pharmaceutical,
biopharmaceutical and
consumer products industries.
Each division of Celsis has 
the capacity to deliver
substantial cost and time
savings to its customers. Celsis International plc Annual Report 2007 2
Analytical Services
Big enough to deliver, small enough to care.
Celsis’ Analytical Services division provides cost effective outsourced
laboratory testing services to pharmaceutical and biopharmaceutical
companies.  Its comprehensive service offerings include a full spectrum 
of laboratory services from drug development and discovery to analytical
chemistry and biological sciences to stability storage and testing.  
10% pa
Pharmaceutical outsourcing 
market growth rate. 3 Celsis International plc Annual Report 2007
Analytical Services
10days
Turnaround time of results 
vs industry standard of 15 days. Celsis International plc Annual Report 2007 4
Rapid Detection
$450,000
Average five year Net Present Value (NPV)
savings per manufacturing site using 
Celsis technology. 5 Celsis International plc Annual Report 2007
Rapid Detection
Improving quality, reducing risk.
Using proprietary technology, the Celsis Rapid Detection division
provides diagnostic systems for the rapid detection of contamination.
These systems provide significant economic value by reducing the
time it takes to test and release raw materials, in process and
finished goods to market.  
24hrs
Celsis results vs 5 days
with traditional methods. Celsis International plc Annual Report 2007 6
In Vitro Technologies
Increasing discovery, advancing development.
Celsis In Vitro Technologies (Celsis IVT) supplies in vitro testing
products to the pharmaceutical and biotechnology industries.
Celsis IVT's in vitro products screen drug compounds early in 
the discovery process, thereby reducing the time and cost of 
drug development.
$800m
Estimated average cost 
of bringing a new drug 
to market. 7 Celsis International plc Annual Report 2007
In Vitro Technologies
50%
Approximate number of drug 
candidate failures due to
pharmacokinetic and 
toxicology problems. Celsis International plc Annual Report 2007 8
Non-Executive Chairman’s introduction
Dr Jack Rowell
Non-Executive Chairman
26.81c
Basic Earnings per Share (EPS) in 2007
increased by 29% to 26.81 cents per share
(2006: 20.78 cents per share).
Non-Executive Chairman’ s introduction
Celsis has delivered another year of strong profit
growth and record revenues.  The Company’s
strategy, to provide products and services which
save our customers time and money, remains
unchanged as we continue to successfully grow 
the business.  
The acquisition of In Vitro Technologies
demonstrates Celsis’ ability to develop as a 
world leading company.  Increasingly we have
an expanded, powerful products and services
portfolio, with clear cross selling opportunities.
We look forward to continued development
and strong future growth. Overview
Celsis’ products and laboratory services
provide solutions to one of the most
important issues confronting today’s
pharmaceutical and consumer product
industries - the need to continuously maximise
the efficiency of their operations and reduce
costs.  
During the year, Celsis has
consolidated its position as a world-leading
provider of innovative life science products
and laboratory services to the
pharmaceutical, biopharmaceutical, 
and consumer product industries.  
Each division (Analytical Services,
Rapid Detection and In Vitro Technologies)
aims to deliver substantial time and cost
savings to its customers, in addition to
ensuring product quality and safety for
consumers.  The markets in which we
operate are rapidly growing as companies
increasingly recognise the value of
technology and services that are able 
to save them time and money.  
The financial results being reported
for the year ended 31 March 2007 continue
Celsis’ strong track record in recent years of
growth in its original two businesses.  This
year, we added a third division to the
business with the acquisition of IVT which
provides in vitro products and drug
development services to improve efficiency 
in the drug discovery and development
process.
With leading technologies and
operating in fast growing markets, Celsis
today is well positioned to continue its track
record of strong growth both organically and
by acquisition.  
Summary of results
For the year ended 31 March 2007, we 
are pleased to announce record revenue 
and profit growth.  Total revenue increased
43.3% to $47.4 million (2006: $33.1
million) with organic revenue up 15.1% to
$38.1 million (2006: $33.1 million) and IVT
contributing $9.3 million in the 8.3 months
since acquisition on 20 July 2006.  Profit
before tax increased 20.1% to $8.7 million
(2006: $7.2 million) and EBITDA increased
34.9% to $11.00 million (2006: $8.16
million). 
We have integrated the recently
acquired IVT business into Celsis and
continue to look for future acquisition
opportunities.  We see healthy, sustainable
business growth from the new consolidated
Group and remain confident in both the
short and long-term prospects for the
Company.            
Celsis Analytical Services
Celsis’ Analytical Services division provides
outsourced laboratory testing services to
pharmaceutical companies to ensure the
safety, stability and chemical composition of
their products.  The trend by pharmaceutical
companies to outsource their analytical
testing, especially in the US, has accelerated
in recent years to an estimated market size 
of over $2 billion - now growing at
approximately 10% per year.  
The outsourcing of analytical services
saves our clients’ headcount and laboratory
space and allows them to focus their
resources on research and drug discovery
and development.  In addition to providing
these important benefits of outsourcing,
Celsis has also carved out an important
9 Celsis International plc Annual Report 2007
Chief Executive’s review
Jay LeCoque
Chief Executive Officer
Chief Executive’ s
review Celsis’ products
and laboratory services
provide solutions to one
of the most important
issues confronting
today’s pharmaceutical
and consumer product
industries - the need to
continuously maximise
the efficiency of their
operations and reduce
costs.   Celsis International plc Annual Report 2007 10
Chief Executive’s review
niche in this large market by providing faster
results to its customers.  The Company can
provide results in just 10 days, with a very
focused customer service offering, compared
to an industry standard of 15 days to 20
days, with little to no customer service.
Celsis can therefore secure a price premium
for this added value.  
Revenues from the Analytical
Services division, which represented 43% of
Group revenues, grew by 25.7% to $20.4
million (2006: $16.3 million).  This was an
exceptionally strong year driven by strong
customer growth across all segments of the
division.  
Our New Jersey chemistry business
increased revenues by 37% to $9.0 million
and benefited from investments to expand its
capacity during the year.  This operation is
working to consolidate the significant
increases seen in customer growth in the
year to come.  The St Louis chemistry
business posted a very healthy increase in
revenues of 18% to $6.2 million for the year
and has more than recovered the lost ground
from the temporary slow down experienced
last year.  Our biological sciences business
units from both sites saw healthy increases in
revenues which combined increased 19% to
$5.3 million with the addition of several new
customer contracts.
Our Business Development team
continues to concentrate on securing new
business with major customer contracts.
Over the past year, we have obtained a
number of valuable new long-term contracts
with many blue chip pharmaceutical
companies and have also been successful in
renewing our existing business agreements
with our largest pharmaceutical and
biotechnology customers. 
Celsis Rapid Detection
Celsis’ Rapid Detection division provides
testing systems to detect microbial
contamination (the presence of bacteria or
other organic contaminants in manufactured
products) more rapidly than older more
traditional technologies such as agar plates.
Traditional agar plates can take up to 7 days
to provide a confirmation of “no growth”
whereas Celsis’ systems can provide a “no
growth” confirmation in just 24 hours.
Celsis’ rapid detection systems are currently
addressing an industrial market estimated to
be approximately $200 million and growing
at 12% to 15% per year.  New applications
and technologies will expand this market
much faster by expanding the numbers of
testing procedures that can be transitioned
from traditional agar testing to rapid testing
systems.     
By reducing its customers’
manufacturing cycle times by several days,
the Celsis rapid detection system can save
valuable working capital in everything from
reduced need for raw materials and safety
stock, to lower finished product inventory
levels and a decrease in warehouse space.
These reductions in working capital
materially increase the efficiency and
productivity of facilities that use Celsis
technology, thereby delivering a measurable
financial benefit to Celsis’ customers.  In
addition, if there is a product contamination
episode, the use of Celsis technology means
that customers can be alerted that corrective
action is required in 24 hours vs multiple
days, using traditional agar methods, which
is also of significant financial and potentially
brand value to Celsis’ customers.  
Revenues from the Rapid Detection
division, which represented 37.2% of Group
revenues, increased 4.8% to $17.7 million
(2006: $16.8 million), following the slight
decrease (-1%) posted in the first half due to
a temporary slowdown in instrument sales.
This increase was driven by increased
instrument placements in the second half, as
well as by continued healthy growth in
reagents and consumables sales.  Reagents
and consumables now represent over 85%
of the Rapid Detection division’s revenues
indicating that our recurring revenue 
business model remains robust.
We continue to focus on expanding
our presence in the pharmaceutical industry
and were pleased to receive two Drug
Master File (“DMF”) acceptances during the
year from the US FDA.  The Celsis DMF
benefits Celsis’ pharmaceutical customers 
by providing specific regulatory information
which can be referenced in drug
applications making the approval process
more efficient.  We were also pleased that
Celsis’ Rapid Detection system is the first
rapid microbiological method to be
described in an approved original New
Drug Application (“NDA”) following the 
FDA approval of GSK’s Veramyst
TM
.  
We also continue to invest in R&D 
to ensure that Celsis remains the leader in its
respective fields of interest.  Our work with
new enzyme and nucleic acid technologies
has resulted in a patent application that has
been filed during the year and we look
forward to testing these new detection
systems with customers as part of our product
development activity in the coming year.
$20.4m
Analytical Services revenues up 25.7%
New Jersey chemistry revenues increased
37% to $9.0m during the financial year 
We have integrated the recently acquired IVT business
into Celsis and continue to look for future acquisition
opportunities.  We see healthy, sustainable business
growth from the new consolidated Group and remain
confident in both the short and long-term prospects 
for the Company.             $9.3m
In Vitro Technologies revenues since 20 July 2006
Integration of In Vitro Technologies proceeding 
as planned 
$17.7m
Rapid Detection revenues up 4.8% 
Second Celsis Drug Master File (DMF) accepted
by the US Food and Drug Administration for
Adenylate Kinase pharmaceutical rapid
detection system
11 Celsis International plc Annual Report 2007
Chief Executive’s review
Celsis In Vitro Technologies
The pharmaceutical industry is under
unprecedented pressure to improve its
research and development productivity.  As
such, the number of drug compounds under
development has expanded significantly over
the past years.  It is critical that companies
progress new compounds into viable drug
candidates as quickly as possible.  Days and
weeks saved early in the drug development
process can mean millions of dollars saved
in the overall cost of bringing a new drug to
market.  
Celsis In Vitro Technologies division
(IVT) helps accelerate drug development by
providing in vitro testing products and
development services to the pharmaceutical
and biotechnology industries.  Approximately
80% of IVT’s revenues come from its products
and 20% from development services.  IVT’s
primary product offering is cryo-preserved
human liver cells that allow its customers to
determine how well a particular drug
compound will be metabolised by the human
liver.  FDA guidance released in September
2006 has outlined their acceptance of cryo-
preserved cells as equivalent to fresh liver
cells and Celsis views this as an important
development in the continued evolution and
expansion of this new business.  IVT’s in vitro
products screen drug compounds early in the
drug discovery process, thereby reducing the
time and cost of drug development.  The
market for in vitro products and development
services is estimated to be approximately
$600 million and is growing at 15% per
year.  Celsis IVT is operating in an important
niche market that focuses on the ability of the
human liver to metabolise drug compounds,
which is a critical check box in the drug
discovery process.  
Revenues from the IVT division since
completion of the acquisition on 20 July
2006 were $9.3 million and represented
19.8% of Group revenues, adding
significantly to this year’s second half.  We
project that on an annualised basis, IVT will
represent approximately 30% of Group
revenues in the coming years.  Annualising
the 8.3 months of Celsis IVT revenue since
acquisition would give pro-forma annual
revenues of $13.5 million, which is well
within our expectations during the first year
of acquisition.  
In our IVT product business unit, we
have expanded our business development
team to include scientific advisory staff to
help customers install and validate IVT's
products in their labs.  A similar strategy 
was employed to help increase reagent 
and consumable sales in our Rapid Detection
division, that has been very well received by
our customers.  In doing so, we have also
realigned the focus of our business
development team on generating new
business with larger customers, in a strategy
similar to that which we have employed in
our Analytical Services division with success.
Operationally, we are focusing on
higher margin products and ensuring that 
we have scalable product manufacturing 
that continues to meet the highest quality
standards expected by Celsis IVT’s growing
customer base.  As a pioneer in liver cell
technology, Celsis IVT will continue to lead
the industry in product quality, innovation
and superior customer and technical service.
As part of our integration, IVT’s
Development Services business unit is now
managed by our Analytical Services division,
which has started to develop considerable
cross-selling and operational synergies.  The
addition of IVT’s Development Services to our
analytical services’ offering means that Celsis
Analytical Services can offer a much more
comprehensive set of services that will allow
larger contract size and scope than was
previously available from Celsis.  Revenues
and profits from these two business units will
continue to be reported under the IVT
division for optimal financial transparency.   
Outlook
During the past year we have integrated 
a growing IVT business unit into the Group
whilst continuing to deliver strong growth 
in both revenues and profits.  
All three divisions are now 
well placed to continue to deliver healthy
increases in both revenues and profit as 
the markets for our products and services
continue to expand.  We will continue to
focus on both organic as well as acquisitive
growth in the disciplined approach that we
have demonstrated previously.  We believe
that we are well placed to deliver continuing
strong growth for shareholders in the coming
years.    
We would like to take this
opportunity to thank all of our employees 
for their many individual and combined
contributions toward making this past year 
a success.  We would also like to thank our
new and existing shareholders for their
continued support during the year and
confidence in Celsis. The financial results presented below are
prepared in accordance with the Group’s
International Financial Reporting Standards
(IFRS) accounting policies.
As in the previous year our Group’s
foreign exchange policy has continued to
mitigate currency fluctuations resulting from
the relative value of the US Dollar versus the
Euro during most of the financial year under
review.  Following the acquisition of IVT we
have reviewed the Group’s currency of
reference and concluded that the US Dollar
continues to be the functional currency to
provide the best visibility on the Group’s
overall performance, as a large component
of the enlarged Group’s revenues arise in the
Americas and Asia.
Results
Turnover and profit before tax reached
record levels this year.  Total revenues for the
year ended 31 March 2007 were up 43.3%
at $47.4 million against $33.1 million the
previous year.  IVT contributed revenues of
$9.35 million since the acquisition in July
2006.   
Underlying revenue from continuing
operations from the Rapid Detection and
Analytical Services divisions was up 15.1%
(2006: 8.9%).  Group profit before taxation
was up 20.1% to $8.65 million and
operating margins decreased slightly to
18.8% compared with a profit before tax 
of $7.20 million and operating margins 
of 19.9% the previous year, due to the
integration and restructuring cost of the 
IVT division.
Gross Margin
The Group’s gross margin for the year under
review has remained stable at 65.7%
against 65.9% last year.
Operating Expenses
Our operating costs, excluding Research and
Development, increased 46.8% from $14.86
million last year to $21.81 million this year.
The IVT acquisition contributed $4.75 million
to this increase.  Underlying costs from
continuing operations of the Rapid Detection
and Analytical Services divisions were up
14.9%, and approximately 3.5% is due to
the weakening of the US dollar.  Sales and
marketing expenses represented 35.2% of
revenues, against 33.1% the previous year.
This was due to increased expenditure on
sales, marketing and support staff
particularly in the Analytical Services division
in line with the revenue growth of this
division.  Administrative expenses decreased
to 10.7% of revenues versus 11.8% the
previous year.
Our Research and Development
efforts have been focused on the
development of the new nucleic acid
technology for the Rapid Detection division
and manufacturing process improvements 
in the IVT division.  Our overall R&D
expenditure, after adding back the
development costs capitalised under IAS38
($0.7 million against $0.9 million in 2006),
has been stable at $1.1 million this year
against $1.2 million last year.
Profitability
The Group’s operating profit was $8.93
million (2006: $6.60 million) representing
an increase of 35.3% on the prior year.  The
profit before tax increased by 20.1% to
$8.65 million against $7.20 million last
year.  The profit before tax (excluding
intangible assets amortisation) increased 
by 21.6% to $9.18 million against $7.55
million the previous year.  EBITDA increased
34.9% to $11.00 million (2006: $8.16
million).
Goodwill and Intangible Asset Amortisation
The Board reviewed the carrying value of
goodwill and separately recognised
acquired intangible assets at 31 March
2007 and confirmed that no provision for
impairment was necessary.  The amortisation
charged during the year on acquired
intangible assets amounted to $0.15 million
(2006: $nil) and the amortisation of other
intangibles amounted to $0.38 million
(2006: $0.35 million).
An independent purchase price
allocation exercise has been conducted to
calculate the fair values of the intangibles
assets of IVT as at the date of acquisition.
The intangible assets acquired amounted 
to $2.43 million and goodwill to $24.53
million.  The intangible assets are attributable
to brand, patents, know how, and customers
contracts and have been evaluated by an
independent valuation consulting firm.  The
goodwill is attributable to the workforce of
the acquired business and the significant
synergies and integration benefits of
combining the two organisations expected 
to arise after the Group’s acquisition of IVT.
Restructuring
Following the acquisition of IVT, the Group
restructured these operations, reducing the
size of the management team, from seven to
Celsis International plc Annual Report 2007 12
Financial review
Christian Madrolle
Finance Director
Financial review
Turnover and profit before
tax reached record levels
this year.  Total revenues
for the year ended 31
March 2007 were up
43.3% at $47.4 million
against $33.1 million 
the previous year. $8.7m
Group profit before taxation up 20.1% 
$47.4m
Group revenues increased 43.3%  
Turnover and profit reached record levels
for the year ended 31 March 2007
13 Celsis International plc Annual Report 2007
Financial review
four, closed down the Leipzig (Germany)
distribution centre and consolidated all IVT
European sales, logistics, invoicing,
accounting and IT functions with the existing
Celsis European Centre in Brussels.  This has
generated short-term additional expenses,
which are all recorded in the reported
operating costs, but has also been offset 
by savings, which have already started
positively impacting the IVT division results.
Financial Income and Expense
The financial expense for the year amounted
to $0.69 million (2006: $0.02 million)
reflecting the interest relating primarily to a
term loan facility of $8.0 million and a $5.5
million revolving credit facility obtained when
the Group acquired IVT.  
The financial income for the year
amounted to $0.41 million (2006: $0.63
million) mostly from the interest received from
the cash invested in short term deposits prior
to the acquisition of IVT.
Taxation
The Group’s profit after tax was $5.9 million
against a profit after tax of $4.60 million the
previous year.  
The Group’s tax charge increased 
to $2.7 million for the year (2006: $2.6
million) representing 31.6% of profit before
tax (2006: 36.1%).  The decrease in the
effective tax rate is due to receiving a tax
allowance on the goodwill arising on the 
IVT acquisition.  The favourable benefit will
be available to the Group over the useful
economic life of the goodwill of 15 years.
Celsis has accumulated during 
its initial years of operations a significant
amount of tax losses carried forward both 
in the UK and in the US.  At the start of the
year the total deferred tax asset was $3.84
million of recognised but still unutilised
deferred tax assets mainly related to tax
losses carried forward.  At the balance sheet
date the net remaining deferred tax asset
amount is $1.03 million, and comprise of
non-current deferred tax asset of $2.39
million and a non-current deferred tax
liability of $1.36 million.
Earnings per Share
Basic Earnings per Share (EPS) in 2007
increased by 29% to 26.81 cents per share
(2006: 20.78 cents per share).
Capital Expenditure
Tangible fixed asset additions (excluding 
IVT acquisition) in the year amounted to
$2.30 million (2006: $2.09 million)
reflecting the extension of the Analytical
Services laboratories capacity, particularly 
in New Jersey in response to an increase 
in demand for its services.  Intangible fixed
asset additions (excluding IVT acquisition) in
the year amounted to $0.89 million (2006:
$1.09 million) from which $0.31 million was
capitalised internally generated development
costs (2006: $0.53 million).
Cash Flow 
The operating cash flow before changes in
working capital and provisions increased
36.0% to $11.4 million (2006: $8.4
million).  The IVT acquisition and strong
revenue growth of the Analytical Services
division have required an increase of the
working capital of $3.53 million.  As a
result, the cash flow from operating activities
has decreased from $8.94 million to 
$8.38 million.   
Cash resources have decreased by
$15.3 million, from $21.2 million to $5.9
million, as $16.9 million (net of borrowings)
was utilised for the acquisition of IVT, (the
borrowings being a five year term loan of
$8 million and a five year revolving credit
facility of $5.5 million, both from Barclays
Bank plc).
The outstanding balance on the term
loan has been reduced to $4.2 million
following a payment of $3 million in the
year in addition to the required semi-annual
repayment of $0.8 million.  During the year,
the Group entered into an interest rate swap
which effectively fixes the interest rate on the
term loan and revolving credit facilities for
the period that the term loan and credit
facilities are utilised.  At the year-end, the
$5.5 million revolving credit facility was
drawn in full.  The interest rate on the un-
hedged portion of the term loan and
revolving credit facility is set at 0.9% 
above LIBOR.
Balance Sheet
The inventory value has increased to $7.39
million (2006: $2.81 million) as a result of
the integration of $3.59 million of In Vitro
Technologies inventory, an increase of the
Analytical Services division’s inventory, in
line with the increased activity, and a
temporary increase of the Rapid Detection
inventory.  The Rapid Detection inventory
increased following the decision to stock an
additional month of reagent production
pending the future relocation of this division's
manufacturing facilities planned for the end
of 2007. Celsis International plc Annual Report 2007 14
Financial review
Net trade receivables increased to
$8.11 million against $6.26 million the
previous year after the integration of IVT
trade receivables of $1.52 million.  The
trade receivables of the Analytical Services
and Rapid Detection divisions have
increased 5.3% to $6.59 million, from
$6.26 million, to be compared with the
15.1% revenue growth of the two divisions.
Other receivables and prepayments
increased from $1.16 million last year to
$1.84 million this year after integration of
$0.83 million of IVT other receivables.  
The total receivables, excluding tax,
increased from $7.43 million last year to
$9.95 million this year.  The total recognised
but unutilised deferred tax asset account
decreased from $3.84 million to a net
deferred tax asset of $1.03 million.  Current
liabilities increased to $8.05 million against
$5.51 million last year after the integration
of IVT trade and other payables of $1.62
million.
Non-current liabilities have increased
from $0.50 million last year to $10.43
million this year reflecting the term loan and
revolving credit facilities long-term portion.
Total payables have increased from
$6.01 million last year to $18.48 million this
year.  This increase in creditors is mostly due
to the banking facilities discussed above and
the integration of IVT’s trade payables.
Net shareholders’ funds have
increased 18.9% (2006: 7.2%) during the
year moving from $37.3 million to $44.3
million.
The Group’s balance sheet has been
restructured during the year under review
and a moderate amount of leverage taken of
$13.5 million.  Investment of prior year’s
cash resources in the IVT acquisition and its
successful integration have contributed to
increase shareholders’ funds through the
increased profit generated by this
acquisition.
The amount of long term debt is
decreasing faster than planned, resulting in
the strengthening of the balance sheet which
leads the Group to expect that it will be able
to finance its operating costs, together with
normal levels of capital expenditure and
other commitments including tax, from its
existing resources.  The cash position at the
year end was $5.9 million (2006: $21.2
million) following the acquisition of IVT and
comments on the movement of cash
resources are disclosed in the cash flow
section above.
The Directors believe that the
Group’s strong balance sheet and ongoing
cash generation leave it well placed to meet
its existing borrowing obligations and enable
it to fund future investment plans.
Treasury 
The Group maintains treasury control systems
and procedures to monitor foreign
exchange, interest rates, liquidity, credit and
other financial risks.  Liquid assets surplus to
the immediate operating requirements of the
Group are invested and managed centrally
by Group Head Office.
Exchange rates
Euro and Sterling-denominated transaction
exposure arising from normal trade flows,
both in respect of external and inter-company
trade, is not hedged against US Dollar
equivalents.  The Group’s policy is to
minimise the exposure of Euro and Sterling-
operating subsidiaries to transaction risk by
matching local currency income with local
currency costs.  For this purpose inter-
company trading transactions are matched
centrally and inter-company payment terms
are managed to reduce risk.  The Euro-
Sterling revenue exposure to currency
fluctuations are balanced by the Euro-Sterling
denominated costs of the Group.  
Financial position
Celsis aims to maintain a robust financial
position through focused revenue growth and
the rigorous control of costs and strong
financial management of all aspects of its
business.  This approach enables Celsis to
generate sufficient cash to make the
appropriate investments in its business and
also to take advantage of external
opportunities as and when these arise. 
+18.9%
Net shareholders’ funds increase  
Funds have increased from £37.3m to £44.3m
during the year
Celsis Development Services
IVT’s Development Services integrated into the
Analytical Services division to leverage cross
selling synergies  15 Celsis International plc Annual Report 2007
Financial highlights
Group Group
2007 2006
$’000 $’000
Revenue 47,441 33,104
Operating profit 8,929 6,600
Interest receivable and similar income 412 628
Interest payable and similar charges (687) (24)
Profit before taxation 8,654 7,204
Taxation (2,733) (2,601)
Profit for the year 5,921 4,603
Non-current assets 39,519 10,082
Net current assets 15,240 27,709
Non-current liabilities (10,427) (501)
Net assets 44,332 37,290
Earnings per ordinary share
Earnings per ordinary share 26.81c* 20.78c*
Diluted earnings per ordinary share 26.29c* 20.57c*
* Cents
Financial highlights Celsis International plc Annual Report 2007 16
The figures 17 Celsis International plc Annual Report 2007
Directors and advisors
Board of Directors
J Rowell, MA (Oxon), LLD, FCA, OBE
Non-Executive Chairman, 70
J LeCoque
Chief Executive, 44 
C Madrolle
Finance, 61 
Sir C T Evans, BSc, PhD, DSc, FRSC, OBE
Non-Executive, 49
D R Pearce, BSc, PhD
Non-Executive, 65
P Jensen
Non-Executive, 56
N Badman
Non-Executive, 40
Company Secretary 
Christian Madrolle
Registered Office 
Kett House, Station Road, Cambridge, 
CB1 2JY
Registered Number
Company registration number: 2829052
Stockbrokers 
Numis Securities
The London Stock Exchange Building
10 Paternoster Square, London, EC4M 7LT
Auditors 
PricewaterhouseCoopers LLP
Abacus House, Castle Park
Cambridge CB3 0AN
Bankers 
Barclays Bank PLC
28 Chesterton Road 
Cambridge CB4 3AZ
Lawyers 
Eversheds
Daedalus House, Station Road 
Cambridge CB1 2RE
Ashurst Morris Crisp
Broadwalk House, 5 Appold Street 
London EC2A 2HA
Patent agents 
Gill Jennings & Every
Broadgate House, 7 Eldon Street 
London EC2M 7LH
Registrars 
Capita Registrars
Northern House, Woodsome Park
Fenay Bridge, Huddersfield, West Yorkshire,
HD8 0LA
Directors and advisors Celsis International plc Annual Report 2007 18
Directors’ report
The Directors present their report and the
audited financial statements for the year
ended 31 March 2007.
Principal activities
The principal activities of the Group are: 
(i) the development and supply of
rapid diagnostic systems for detecting
contamination in raw materials, in process
and finished products; (ii) the provision of
analytical testing services for customers,
mainly focused on the pharmaceutical and
biopharmaceutical industries; and (iii) the
supply of in vitro testing products, to the
pharmaceutical and biotechnology industries,
to screen drug compounds early in the
development process.
Review of the business and future
developments
The Group has continued to maintain its
world leading position as a supplier of
innovative life science products and
laboratory services to the pharmaceutical,
biopharmaceutical and consumer products
industries through its three divisions; Rapid
Detection, Analytical Services and In Vitro
Technologies.
Further details of the development 
of the Group’s business during the year, 
its position at the year-end and future
developments are given in the Chief
Executive’s Review and Financial Review.
Research and development activities
Details of the research and development
expenditure during the year are given in 
the Financial Review.
Key performance indicators
Details of the key performance indicators
(KPI’s) used to monitor the business, and an
indication of future developments, are given
in the Overview of the Chief Executive’s
Review and in the Financial Review.
The KPI’s include the following 
items, which are regularly reviewed by
management in respect of changes 
between reporting periods.
Revenue (Group and Divisions)
Gross margin
Overheads expense ratios
Operating margin
Components of working capital
Capital expenditure
Financial risk management
The Group’s international operations expose
it to a number of risks that include the effect
of changes in foreign currency exchange
rates, credit, liquidity and interest rates.  
The Group has in place a risk management
programme that seeks to limit the adverse
effects on the financial performance of the
Group.  The Group does not trade in
financial instruments. 
(a) Foreign exchange risk
The Group policy has been to
finance its operations in overseas subsidiary
companies by generating cash through local
currency sales, while surplus cash balances
from overseas trading are used to finance
UK central costs.  Approximately 80% of the
Group sales are denominated in US dollars
and the remainder in Euros or Sterling.  In
respect of monetary assets and liabilities 
held in currencies other than the US dollar,
namely Sterling and Euro, the Group 
ensures that the net exposure is kept to an
acceptable level by buying or selling foreign
currencies at spot rates where necessary to
address short term imbalances.  The
principal payment liabilities of the Group 
in foreign currencies are hedged by trading
cash flows.  
The Group’s foreign exchange
exposure is continuously monitored.
(b) Interest rate risk
The Group finances its operations
through a mixture of retained cash reserves,
equity finance, debt and finance leases.  The
policy of the Group is to monitor exposure 
to interest rate risk and take into account
potential movements in interest rates when
selecting methods of financing or investing 
in short term deposits.  Due to the securing 
of bank loan and credit facilities the policy
regarding interest rate risk has been adjusted
to include the hedging of exposure to interest
rate fluctuations.
(c) Credit Risk
The Group is not dependent on 
a small number of large accounts and it 
does not believe it is exposed to major
concentration of credit risk.  In the event 
of non-performance by one of its largest
customers, the Group could be exposed 
to some credit-related losses, but does not
expect any of its largest customers to fail 
to meet their obligations.
(d) Liquidity risks
The Group maintains a positive cash
balance and has sufficient available funds
for operations and planned expansion of 
its existing activities.
(e) Price risk
The Group is not exposed to
commodity price risk.
Further information related to
financial instruments is provided in note 20.
Principal risks and uncertainties
The management of the business and the
execution of the Group’s strategy are subject
to a number of risks.  The key business risks
affecting the Group are set out below:
Management of growth
The ability of the Group and its divisions 
to implement their strategy requires effective
planning and management control systems.
The Group’s growth plan may place a
significant strain on its divisions’
management, operational, financial and
personal resources.  Therefore the divisions’
future growth and prospects will depend 
on their ability to manage growth and to
continue to expand and improve
operational, financial and management
information and quality control systems 
on a timely basis, whilst at the same time
maintaining effective cost controls.  Any
failure to expand and improve this
information and these systems in line with 
the divisions’ growth could have a material
adverse effect on the divisions’ business,
financial condition or results of operations.
Dependence on key executives 
and personnel
The Group’s success is substantially
dependent on retaining and incentivising
senior management and certain key
employees.  The loss of the services of key
personnel could have an adverse impact on
the divisions’ business.  Such key employees
could leave their division for a variety of
reasons, including to go and work for one 
of the Group’s competitors.
Directors’ report 19 Celsis International plc Annual Report 2007
Directors’ report
Competition
The Directors intend to continue to invest in
the growth opportunities that they perceive 
to exist in the markets the divisions operate
in.  However the divisions may face
competitors who have greater capital and
other resources than the divisions and who
may be able to provide better products and
services.  There is no assurance that the
divisions will be able to compete successfully
in such an environment.
Supply chain
Each division sources its products and
services independently from the Group’s
other divisions except for a few corporate
services such as IT, audit, payroll etc.  Each
division has a different level of exposure to 
supply chain disruptions, and reliance on 
a single source supplier is mitigated by
effective supplier selection, sound
procurement practices and contingency plans
as part of the Risk Management process.
Dividends
Due to the acquisition of In Vitro
Technologies and the Group’s enhanced
growth strategy going forward, the Directors
have concluded that the primary focus of
cash resources should be on managing
growth opportunities and optimising the
Group’s leverage ratios.  The payment of a
dividend has been suspended for the year
under review (2006: $nil).  The dividend 
policy will be reviewed periodically
according to the development of the 
Group’s activities.
Purchase of own shares
The Company is, until the date of the
forthcoming Annual General Meeting,
generally and unconditionally, authorised to
buy back a proportion of its own shares and
retain them as a treasury stock with a view to
re-issuing them at a further date, rather than
cancelling them.  The maximum proportion
of the Company’s issued share capital is
10%.  The Directors will seek to renew this
authority at the forthcoming Annual General
Meeting.
The nominal value of all shares is 5p
(following the share consolidation of 1 new
share of 5p against 5 old shares of 1p on
26 August 2005).
The sale of Treasury Shares has been made
to satisfy the exercise of share options by
employees.  At 31 March 2007, the Group
had 386,500 treasury shares representing
1.72% of the called up share capital.  There
have been no purchases since the year-end.
Directors
The Directors who served the Company
during the whole of the year are as follows:
Dr J Rowell, J LeCoque, C Madrolle, 
Sir C T Evans and Dr D R Pearce.
Biographical details of the Executive Directors
are given below
Mr Jay LeCoque, an American, has served
as a Board member and Chief Executive
Officer since November 2000.  Mr LeCoque
joined Celsis in April 1995 as Director of
Business Development.  He then progressed
to Vice President of Sales and Marketing 
for the Americas and finally became the
General Manager of Celsis Inc., the
Americas’ profit centre, where he helped 
Celsis International plc deliver its first year
of profitability in 1999.
Mr LeCoque came to Celsis from
Baxter International Corporation, a leading
global healthcare company, where he served
in various global marketing and product
management positions from 1991 to April 
of 1995.  Mr LeCoque worked for the
AptarGroup, a leading supplier of
pharmaceutical and personal care
dispensing and drug delivery systems from
1985 to 1989 where he held various sales
and marketing positions in the US, England
and France. 
Mr LeCoque received his MBA 
from the Kellogg Graduate School of
Management at Northwestern University 
in Evanston, Illinois in 1991 and his BS in
Marketing from Miami University in Oxford,
Ohio in 1985, both in the United States.
Mr Christian Madrolle, a Frenchman, has
served as a Board member and Finance
Director since October 2000.  Mr Madrolle
came to Celsis from Biocom, a French
biotech company specialising in filter
cytometry and scientific imaging systems,
where he served as Vice President, Finance
and later President and Chief Executive.
Prior to this Mr Madrolle worked for the
Portakabin Group, the modular building
solutions company, as Director and General
Manager of the European Division,
developing and creating profitable
subsidiaries across Europe. 
Mr Madrolle worked for Transport
International Pool Inc, part of the GE Capital
Group, in Amsterdam before this, where he
was Managing Director for southern Europe.
Mr Madrolle was previously General
Manager of Portakabin, in France.  Prior 
to this he started his career with Xerox, 
as Finance and Administration Manager. 
Mr Madrolle received a BSc in
Accounting and Finance, from the University
of Paris-XII, in 1973 and completed a MSc
in Financial Management at IFG, Paris, in
1974.  He is also a member of the OECB
(Order of Belgium Chartered Accountants).
Biographical details of the Non-Executive
Directors are given below
Dr Jack Rowell, OBE has served as a Board
member since October 1994 and was
acting Chief Executive Officer from May
1998 to November 2000.  Dr Rowell 
has acted as Chairman of a number of
companies in the public and private sector
Date Description Number Price
Balance at 1 April 2006 393,500
18 January 2007 Sale (7,000) 220.00p
Balance at 31 March 2007 386,500 Celsis International plc Annual Report 2007 20
Directors’ report
and was previously a Director on the Board
of Dalgety plc with responsibility for the
Consumer Foods Division.  Prior to this Dr
Rowell was CEO of Golden Wonder, part 
of the Dalgety Group, and Finance Director
and then CEO of Lucas (also part of the
Dalgety Group).  In parallel to his business
career he has long been involved with rugby
union, being England coach between 1994
and 1998. 
Sir Christopher Evans is regarded as 
one of Europe’s leading biotechnology
entrepreneurs with a proven track record of
establishing successful, high quality science
companies.  In 1996, Sir Christopher
Founded Merlin Biosciences.  Merlin is
currently one of the largest specialist
biomedical venture capital and advisory
firms in Europe having floated 18 companies
and  raised more than €500 million to 
invest in European biotechnology companies.
Prior to 1991, Sir Christopher held senior
research scientist positions with a number 
of North American bioscience companies.
Between 1991 and 1996, he founded
several companies, including Chiroscience
plc, one of Europe’s most successful
bioscience stocks and Celsis International
plc.  These companies went on to be 
worth in excess of €1.5 billion to their
shareholders.  Merlin’s portfolio companies
are now worth over $4 billion and have
over 200 new medical projects in
development.
Sir Christopher’s first degree (BSc)
in Microbiology from Imperial College was
followed by a PhD in Biochemistry and
Research Fellowships in Molecular Biology,
as well as nine Doctor of Science degrees
and fellowships from British universities in
recognition of his achievements as a scientist.
He is an honorary Professor of Biotechnology
at the Universities of Dundee, Exeter,
Manchester, Liverpool, Bath and Imperial
College.  In 2005 he created the Stem Cell
Foundation.
Dr Derek Pearce was Chief Executive of the
Leeds Training and Enterprise Council for
three years from 1993 to 1996.  He was
previously an Executive Director of the
Tioxide Group plc where he held a
worldwide remit for Human Resources,
Environmental Issues and Community Policy.
Prior to this he was Managing Director 
of Tioxide’s UK Operating Company.  
Dr Pearce has served as a member of the
CBI’s Northern Regional Council and of its
National Education Policy Panel.  He is a
trustee of Raleigh International – a youth
charity.
Directors retiring by rotation
Jay LeCoque and Christian Madrolle retire
by rotation at the Annual General Meeting
and, being eligible, offer themselves for re-
election.
Directors retiring annually in accordance 
with the Combined Code on Corporate
Governance
In accordance with the Articles of
Association, Sir Christopher Evans and Dr
Jack Rowell, having both served more than
nine years and according to the Combined
Code, offer themselves for annual re-election. 
Dr Derek Pearce who has already
served more than nine years as an
independent Non-Executive Director, and
was re-elected at the 2006 AGM, will resign
from the Board of Directors at the
forthcoming AGM.
Board changes since year-end
On 15 May 2007, Peter Jensen and
Nicholas Badman were appointed as
independent Non-Executive Directors in
accordance with the Group’s articles of
association.  Nicholas Badman will be
Chairman of the Audit Committee.
The biographical details of the new Non-
Executive Directors are given below
Peter Jensen, 56, is a former corporate
executive with GlaxoSmithKline/ SmithKline
Beecham and was most recently President of
Worldwide Supply Chain Operations where
he was responsible for a global network of
GSK manufacturing sites.  He has acquired
experience in mergers and acquisitions, in
both large corporate and mid-cap plc’s, and
represented SmithKline Beecham on the GSK
merger Integration Planning Committee.
Peter Jensen is a director of Genetix, Domino
Printing Sciences, Inion and the Newmarket
Racecourses Trust Limited.
In accordance with the Group’s
articles of association, Peter Jensen offers
himself for election at the forthcoming 
Annual General Meeting.
Nicholas Badman, 40, is the 
Chief Financial Officer of Evolutec Group
plc, a biopharmaceutical company
developing drugs for allergy, inflammation
and autoimmune disease.  Mr Badman
joined Evolutec prior to its IPO and was
instrumental in its fundraising strategy.  He
has acquired financial experience following
his previous position in investment banking
with Citigroup (European Healthcare
Investment Banking Team) and prior to this 
at HBSC Investment Bank.  He qualified as a
Chartered Accountant with Arthur Andersen.
In accordance with the Group’s
articles of association, Nicholas Badman
offers himself for election at the forthcoming
Annual General Meeting.
Directors’ interests
The interests of Directors in the shares of the
Company at 31 March 2006, 31 March
2007 and 25 June 2007 are disclosed in
the report of the Remuneration Committee 
on pages 22 to 25.
Creditor payment policy
Wherever possible, the Group’s policy is to:
(a) settle the terms of payment with 
suppliers when agreeing the terms of each
transaction;
(b) ensure that suppliers are made
aware of the terms of payment by inclusion
of the relevant terms in contracts; and
(c) pay in accordance with its
contractual and other legal obligations.
The Company has no trade creditors.  
The Group’s payment period for the
year ended 31 March 2007 was 57 days
(2006: 52 days), based on amounts
invoiced by suppliers in the year and
amounts owed at the year-end.
Substantial shareholdings
Interests in the ordinary shares of the
Company at 21 June 2007 required to be
recorded in the register under section 211 
of the Companies Act 1985 were as follows:
Directors’ report 21 Celsis International plc Annual Report 2007
Directors’ report
Save for the above, the Company has not
been notified, as at 25 June 2007, of any
material interest of 3% or more or any 
non-material interest exceeding 10% of 
the issued share capital of the Company.
Corporate social responsibility
Environment
The Group’s operations have, by their 
nature, minimal impact on the environment;
nevertheless Celsis believes in protecting the
environment.  When developing products 
and manufacturing processes, every effort is
made to minimise any adverse effect on the
environment.  Celsis’ policy seeks to:
- Comply with applicable
environmental laws and regulations 
wherever it operates.
- Understand, identify and evaluate
environmental issues during any decision
making process. 
- Reduce the potential impact on the
environment of Celsis products and processes.
- Minimise and eliminate potentially
harmful waste.
This policy is continuously updated 
to ensure its relevance to the changing
environment in which the Group operates.
Health and safety
It is the responsibility of the Company to
implement a health and safety management
system.  The Company recognises the need 
to provide a safe and healthy workplace with
the aims of preventing hazards and ensuring
employees are adequately trained to carry
out their jobs.    
Celsis is committed to complying 
with applicable health and safety laws 
and regulations wherever it operates.
Employees
The Company’s policy is to consult and
discuss with employees, through regular
Company meetings, matters likely to affect
employees’ interests.  The meetings seek to
achieve a common awareness on the part of
all employees of the financial and economic
factors affecting the Group’s performance.
The Group has a policy of providing equal
employment opportunities irrespective of
colour, national or ethnic origin, religion, sex
or marital status and to disabled individuals,
where practicable.  Opportunities also exist
for employees of the Group who become
disabled to continue in their employment or 
to be trained for other positions within the
Group.
Business ethics and social responsibility 
The Group is committed to and expects its
employees to maintain at all times high
standards of business and personal integrity
in all aspect of its activities and to ensure
compliance with local laws in the various
countries where the Group operates.  It is 
also committed to conducting all aspects of its
business in a socially responsible way.  We
adopt an ethical approach in all interactions
with our key stakeholders - customers,
shareholders, employees, business partners
and communities in which we operate.
Post balance sheet events
On 21 March 2007, the UK government
announced a decrease of 2% in the UK
corporation tax rate for large companies 
from 30% to 28%, which will have effect 
from 1 April 2008.  A reduction in plant 
and machinery capital allowances from 
25% to 20% will also have effect from the
same date.  Although not material, to the
financial statements, a future adjustment to the
Group’s deferred tax assets will be required in
respect of the year ending 31 March 2008.
Audit information 
As required under Companies Act 1985,
section 234ZA(2), the Directors confirm that,
to their knowledge, there is no relevant audit
information of which the company’s auditors
are unaware.  
The Directors have taken all the steps
that ought to have been taken as a Director 
to make themselves aware of any relevant
audit information and to establish that the
Company’s auditors are aware of that
information.  
Auditors 
The auditors, PricewaterhouseCoopers LLP
have indicated their willingness to continue 
in office and a resolution that they be re-
appointed will be proposed at the Annual
General Meeting, notice of which is set 
out on page 65 of the report.
Approval of Remuneration Report
The Directors’ Remuneration Report
Regulations 2002 require companies 
to ask shareholders to vote on the report on
Directors’ remuneration.  A copy of the report
is included within the report and financial
statements of the Company for the year
ended 31 March 2007.
By order of the Board
Christian Madrolle 
Company Secretary
25 June 2007
Number of Percentage of issued
Shareholder ordinary shares share capital
The Bank of New York (Nominees) Limited 2,064,922 9.18%
HSBC Global Custody Nominee (UK) Limited 947021 Acct 1,500,000 6.67%
Chase Nominees Limited BGILIFEL Acct 1,296,305 5.77%
Barclayshare Nominees Limited 1,243,716 5.53%
Nortrust Nominees Limited HLIFE Acct 1,127,709 5.02%
HSBC Global Custody Nominee (UK) Limited 947033 Acct 1,100,000 4.89%
Prudential Client HSBC GIS Nominee (UK) Limited PAC Acct 839,999 3.74%
L R Nominees Limited Nominee Acct 765,141 3.40%
BNY SG Nominees Limited 696,687 3.10% Celsis International plc Annual Report 2007 22
Remuneration report
1 Introduction
This report has been prepared in compliance
with the Listing Rules of the Financial Services
Authority and the disclosure provisions under
Schedule 7A of the Companies Act 1985.
In accordance with these provisions, a
resolution to approve the report will be
proposed at the Company’s Annual General
Meeting in July.  Details of the resolution can
be found in the notice set out on page 65 
of this report.  
As identified in the headings, 
certain of the following information has 
been audited by the Company’s auditors,
PricewaterhouseCoopers LLP , as required by
Schedule 7A to the Companies Act 1985.
2 Remuneration Committee (unaudited)
During the year, the Remuneration Committee
comprised of Non-Executive Directors and
includes the Non-Executive Chairman.  They
are as follows: Dr J Rowell, Sir C T Evans
and Dr D R Pearce.  In June 2007, the
Remuneration Committee was restructured 
to comprise two independent Non-Executive
Directors.  They are Peter Jensen, Chairman
of the Remuneration Committee, and
Nicholas Badman.  The Company Secretary
is the secretary of the Committee.  The
Committee met three times during the year
and seeks independent advice, where
appropriate, for the purpose of determining
all aspects of the remuneration of Executive
Directors.  No Director is directly involved 
in determining his or her own level of
remuneration. 
The Company’s Remuneration
Committee decides the remuneration policy
that applies to all Executive Directors
(including the award of annual bonuses 
and share options) and the terms of their
service agreements.  The Committee also
recommends to the Board the fees paid 
to the Non-Executive Chairman.
3 Remuneration policy (unaudited)
3.1 Remuneration of Non-Executive Directors
The Non-Executive Chairman and Non-
Executive Directors have letters of
appointment with the Company, which are
reviewed on an annual basis with no fixed
term.  The remuneration of the Non-Executive
Directors is set by the Remuneration
Committee by reference to fees paid by other 
companies of similar size and complexity.  
The Non-Executive Chairman’s fee 
is £40,000 per annum ($76,380) and the
Non-Executive Directors’ fees are £22,000
per annum ($42,009) plus £3,000 per
annum ($5,728) as a supplement when a
Non-Executive Director chairs a Board sub-
committee.  Non-Executive Directors are not
eligible to participate in bonus or share
incentive arrangements and their service
does not qualify for pension purposes or
other benefits.  No element of their fees 
is performance-related.
3.2 Remuneration policy for Executive
Directors (unaudited)
The Remuneration Committee in its
deliberations on the remuneration policy for
the Group’s Directors gives full consideration
to the Combined Code including the
provisions set out in Schedule A to that code.
The Committee also monitors developments
in the accounting for equity-based
remuneration on an ongoing basis.
In setting the remuneration policy 
the Committee considers a number of factors
including:
(a) the basic salaries and benefits
available to Executive Directors of
comparable companies;
(b) the need to attract and retain
Executive Directors of an appropriate calibre;
and
(c) the need to ensure Executive
Directors’ commitment to the continued
success of the Company by means of
incentive schemes.
Consequently, the Company’s
remuneration policy for Executive Directors
is:
(a) having regard to the Directors’
experience and the nature and complexity 
of their work, to pay a competitive salary
that attracts and retains management of 
the highest quality;
(b) to link individual remuneration
packages to the Company’s long-term
performance through the award of share
options and establishment of incentive
schemes;
(c) to provide post-retirement benefits;
(d) to provide employment related
benefits, including the provision of a
company car and life assurance.
3.3 Salary and benefits (unaudited)
The Remuneration Committee considers 
and sets the annual salaries for Executive
Directors.  The nature of the Group’s
development has meant that there has 
been a good deal of focus on the attainment
of short-term objectives with a certain level 
of variable remuneration.  Currently, the
variable remuneration consists of two
fundamental elements: annual cash bonus
and discretionary share options.  Both 
these incentives are performance-related.
3.4 Annual cash bonus (unaudited)
For payments to be earned by Executive
Directors under the performance-related 
cash incentive plan, specific objectives
relating to Company performance must be
met.  The maximum amount payable on
target performance is 50% of annual salary.
During the year payments were made under
the scheme which comprise an overall 43%
of annual salary (2006: 33.75% of annual
salary).  The objectives are primarily focused
on profitability measures and are decided 
for each individual on a case by case basis.
3.5 Share options (unaudited)
Share options are granted by the
Remuneration Committee to employees and
Directors of the Company in order to provide
appropriate incentives and to promote
employee ownership in the Company.
Specific details of individual Directors’ 
share options are detailed on page 23.
3.5.1 Long term incentive plan (unaudited)
The 2005 Performance Share Plan (PSP) 
was approved by shareholders in July 2005.
Vesting of awards will be triggered if, over
the first three years following the date of
award, earnings per share (EPS) and total
shareholder return (TSR) performance targets
are met.
2005 Performance shares (unaudited)
Each year the Executive Directors or 
any Senior Manager selected by the
Remuneration Committee are eligible to
receive an award worth up to 100% of their
annual base salary.  Under exceptional
circumstances the Remuneration Committee
may award up to a maximum of 200% of
any eligible director’s or employee’s annual
base salary.
Remuneration report 23 Celsis International plc Annual Report 2007
Remuneration report
Performance targets (unaudited)
EPS Target
50% of the initial award will be subject to
EPS growth target measured over the three
financial years ending within three years of
the award date.  30% of this part of the
award will vest where growth in EPS is equal
to RPIX+5% per annum (where RPIX is the
retail price index excluding mortgage interest
payments), and 100% of this part of the
award will vest where growth in EPS is equal
to or greater than RPIX+12.5% per annum.
Between these levels the proportion
of the award that vests will be calculated on
a straight line basis.  EPS growth will be
measured on an average basis, taking into
account each year the relevant measurement
period.
TSR Target
50% of the initial awards will be subject 
to TSR targets measured over a three year
period.  If the Company’s TSR at the end of 
the measurement period is ranked within the
upper quartile of the companies which form
the techMARK Mediscience Index at the start
of the measurement period then the whole of
this part of the award will vest. 
If the Company’s TSR is at or above
the median of the comparator companies,
30% of this part of the award will vest.
Between these levels the award will vest 
on a straight line basis.
EPS and TSR are the chosen
performance measures as the Committee 
has considered that it provides a clear link 
to the growth of the Group’s activities and
the creation of shareholder value.
The techMARK Mediscience
comparator index has been chosen as it 
is a large enough group to give meaning 
to a quartile-analysis and comprises a fair
balance of companies with a greater and
smaller market capitalisation to that of the
Company.
3.5.2 1996 Unapproved Share Option Plan
(unaudited)
Options granted prior to July 2005 to the
Executive Directors were under the 1996
Unapproved Share Option Plan.  Options
granted under this plan can only be
exercised if the growth in pre-tax earnings
per share exceeds RPIX by 12.5% per
annum.
3.5.3 2006 Unapproved Share Option Plan
(unaudited)
The 2006 Share Option Plan Performance
Share Plan (PSP) was approved by
shareholders on 26 July 2006 for Executive
Directors and other senior employees to
replace the 1996 Unapproved Share Option
Scheme, which expired in 2006.  Vesting 
of awards will be triggered if, over the first
three years following the date of award,
performance targets are met.
All options granted at 1 April 2005 were
granted under the 1996 Unapproved
Scheme (see note 23).
All options granted after 1 April
2005 were granted under the Performance
Share Plan adopted on 26 July 2005.
All options initially granted for shares
of 1p have been converted into 5p shares
and their original number divided by 5 on
31 August 2005.
The market price of the Company’s
shares at the end of the financial year was
222p and the range of market prices during
the year was between 158p and 233p.
None of the terms and conditions of
the share options was varied during the year.
Both Executive Directors beneficially own, 
or have options over, 1% or more of the
outstanding shares under the Performance
Share Plan and the Approved and
Unapproved Celsis share options schemes,
but they do not have different voting rights 
to other shareholders.
5 Pension schemes (unaudited)
J LeCoque and C Madrolle are currently
members of the Group’s defined contribution
pension scheme.  The cost of the Company’s
contributions to this scheme in relation to J
LeCoque and C Madrolle is disclosed on
page 25.
4 Interests in share options (audited)
The interests of the Directors in options over the ordinary shares of the Company at 31 March 2007 were:
Number at Number at Exercise Earliest                 
1 April Granted Lapsed 31 March price Date of exercise
2006 in the year in the year 2007 (pence) grant date Expiry date
J LeCoque 115,942 - - 115,942 86.25p 26 Jan 01 26 Jan 04 25 Jan 11
40,000 - - 40,000 75.00p 12 Jul 02 12 Jul 05 11 Jul 12
240,000 - - 240,000 163.75p 7 Jul 04 7 Jul 07 6 Jul 14
105,515 - 105,515 5.00p 26 Jul 05 26 Jul 08 25 Jul 15
- 113,398 - 113,398 5.00p 26 Jul 06 26 Jul 09 25 Jul 16
C Madrolle 40,000 - - 40,000 86.25p 26 Jan 01 26 Jan 04 25 Jan 11
30,000 - - 30,000 75.00p 12 Jul 02 12 Jul 05 11 Jul 12
160,000 - - 160,000 163.75p 7 Jul 04 7 Jul 07 6 Jul 14
81,120 - 81,120 5.00p 26 Jul 05 26 Jul 08 25 Jul 15
-   87,478 - 87,478 5.00p 26 Jul 06 26 Jul 09 25 Jul 16 Celsis International plc Annual Report 2007 24
Remuneration report
6 Service contracts (unaudited)
For both Executive Directors their contracts
are terminable at any time by the Company
giving 12 months’ notice or by the Director
giving six months’ notice.  The calculation of
early termination payments are based on
these contractual provisions.  These service
contracts provide for each of the Directors to 
provide services to the Group on a full-time
basis. 
The agreements contain restrictive
covenants for a period of 12 months
following termination of employment relating
to non-competition and non-solicitation of 
the Group’s employees.  In addition, each
service contract contains an express
obligation of confidentiality in respect of 
the Group’s trade secrets and confidential
information and provides for the Group to
own any intellectual property rights created
by the Directors in the course of their
employment.
The dates of the service contracts 
of each person who served as an Executive
Director during the financial year are as
follows:
The Directors’ beneficial interests in the
Group’s ordinary shares of 5p exclude
interests under the Group’s share options
schemes. 
The Company’s Register of Directors’
Interests contains full details of Directors’
shareholdings and options to subscribe for
shares.
8 Performance graph (unaudited)
A performance graph showing 
the Group’s total shareholder return (TSR)
together with the FTSE All Share Index from
11 June 2002 is shown below.  The TSR 
is being calculated in accordance with the
Directors’ Remuneration Report Regulations 
2002.  The TSR for the Group’s shares was
252% over this period with 66% for the FTSE
All Share Index for the same period.
The Directors consider the FTSE All
Share Index to be an appropriate choice as
the index contains companies of comparable
market capitalisation.
Total Shareholder Return (unaudited)
Celsis International plc and FTSE All Share since June 2002 (rebased)
250
225
200
175
150
125
100
75
0
2003 2004 2005 2006 2007
Remuneration report
Date
Jay LeCoque, Chief Executive Officer 13 November 2000
Christian Madrolle, Finance Director 22 December 2000 
7 Directors’ interests in shares (unaudited)
The interests of the Directors (all of which were beneficial) in the ordinary shares of the Company at 31 March 2007 were:  
31 March 31 March
2007 2006
Number Number
5p shares 5p shares
Sir C T Evans Nil 495,947
J LeCoque 113,380 113,380
C Madrolle 82,500 82,500
Dr J Rowell 20,000 20,000
Celsis International plc
FTSE All Share Index 25 Celsis International plc Annual Report 2007
Remuneration report
9 Directors’ emoluments (audited)
Details of Directors’ emoluments for the year are as follows:
Basic salary Incentive Pension 2007 2006
and fees payments Benefits Sub total costs Total Total
Executive $$$$$$ $
J LeCoque 394,167 166,264 12,901 573,332 69,513 642,845 543,536
C Madrolle 316,713 139,522 24,000 480,235 45,566 525,801 421,526
Non-Executive
Sir C T Evans 42,009 - - 42,009 - 42,009 45,152
Dr D R Pearce 47,737 - - 47,737 - 47,737 54,494
Dr J Rowell * 76,380 - - 76,380 - 76,380 84,522
877,006 305,786 36,901 1,219,693 115,079 1,334,772 1,149,230
During the year, bonus payments were made under the incentive scheme, which comprise an overall 43% of basic annual salary 
(2006: 33.75% of basic annual salary).  The objectives are primarily focused on profitability measures and are decided for each individual
on a case by case basis.
Benefits in kind for both Executive Directors include the provision of a company car and life insurance.
* Fees paid to Dr J Rowell are paid to a third party on his behalf.
10 Consultancy agreements (audited)
The Group made the following payments for consultancy services to related parties during the year:
2007 2006
$’000 $’000
Merlin Scientific Services Limited* 57 53
*Merlin Scientific Services Limited is a company under the control of Sir C T Evans.
On behalf of the Board
Peter Jensen
Chairman of the Remuneration Committee Celsis International plc Annual Report 2007 26
Corporate governance
Statement by the Directors on compliance
with the Combined Code
The Board supports the highest standards 
in corporate governance and has sought
throughout the year to 31 March 2007, to
comply with the provisions of the Combined
Code on Corporate Governance published
in July 2003 and appended to the Listing
Rules of the Financial Services Authority, 
with due regard to the size and needs of 
the Company and with reference to best
practice.  As defined in the Combined Code,
the Company would be classed as a ‘smaller
company’ as it is outside the FTSE 350.
Statement of compliance
The Listing Rules of the Financial Services
Authority require the Board to report on
compliance with the provisions contained 
in section 1 of the Combined Code on
Corporate Governance issued by the
Financial Reporting Council in July 2003.
The Board considers that the
Company complies, and has complied
throughout the financial year, with these
provisions save for the following exceptions:
1. A majority of members of the
Nomination Committee should be
independent Non-Executive Directors.  The
membership of the Nomination Committee
did not comprise a majority of independent
Non-Executive Directors.  
2. The Board should establish 
an Audit Committee and Remuneration
Committee of at least two independent Non-
Executive Directors in the case of smaller
companies.  Two of the three Non-Executive
Directors forming the Audit Committee and
Remuneration Committee during the year
ended 31 March 2007 were not
independent Non-Executive Directors.  The
Chairman of the Remuneration Committee
has been Dr Derek Pearce who has served
more than nine years on the Board of
Directors.  Dr Derek Pearce is considered by
the Board to be independent of management
and free from any business or other
relationship which could materially interfere
with the exercise of his independent
judgement, or his ability to act in the best
interests of the Company.
3. The Board should ensure that at
least one member of the Audit Committee
has recent and relevant financial experience.
Whilst the Audit Committee did not have
during the year ended 31 March 2007 
a member with a recognised accounting
qualification, the Board has reviewed the
membership and performance of the
Committee and is of the opinion that the
experience of the Non-Executive Directors
and the Non-Executive Chairman, combined
with independent external support has
continued to be appropriate for the Group.
To ensure future compliance with the
Combined Code, from June 2007, the 
Audit Committee consists of two independent
Non-Executive Directors; Peter Jensen and
Nicholas Badman.  Nicholas Badman has
recent and relevant financial experience 
and will chair the Audit Committee.
4. As the Board and its Committees
did not complete their recomposition process,
no formal evaluation has been made of the
Board’s effectiveness during the year ended
31 March 2007.
Board composition and role
The Board has ultimate responsibility and
accountability for the Company’s operations.
The Board comprised during the year ended
31 March 2007 two Executive and three
Non-Executive Directors.  It is chaired by Dr J
Rowell.  The Executive Directors are the Chief
Executive Officer and the Finance Director.
The Non-Executive Directors have a breadth
of successful commercial and professional
experience.  Dr J Rowell and Sir C Evans are
non-independent Non-Executive Directors,
and Dr D Pearce is considered by the Board
to be an independent Non-Executive
Director.
The Board is satisfied that the
Executive and Non-Executive Directors of the
Board are well balanced, that no individual
or group of individuals is or has been in a
position to dominate the Board’s decision-
making and that there is a substantial degree
of independence and diversity.  The Board
has a formal schedule of matters reserved to
it, including overall strategy and objectives,
acquisition and divestment policy, major
capital expenditure, exposure to key business
risks, approval of annual and interim reports,
accounts and budgets, changes to the
structure, size and composition of the Board,
establishing Board Committees, setting terms
of reference, appointing new directors,
determination of the remuneration policy of
Directors and senior management, corporate
social responsibility, appointment of auditors,
disclosure of directors’ interests, approval of
directors’ dealing in Group shares,
establishment of medium and long term
incentive plans and self-assessment of its own
performance.  The Board is accountable to
shareholders for the creation and delivery of
strong sustainable financial performance and
long-term shareholder value.
There is a clear division of the roles
and responsibilities of the Non-Executive
Chairman and the Chief Executive.
The Non-Executive Chairman is
responsible for leading the Board and
ensuring its effectiveness, setting the agenda
for and conducting Board meetings, ensuring
that all Directors receive sufficient, accurate
and relevant information on financial,
business and corporate issues and
maintaining effective communication 
with shareholders.
The Chief Executive is responsible for
the executive management and performance
of the Company’s business, the development,
recommendation and implementation of the
Company’s strategy and budget and setting
the overall policy and direction of all
business operations.
The Company Secretary is
responsible for advising the Non-Executive
Chairman and the Board on all matters
concerning corporate governance.  He
supports the Non-Executive Chairman in
ensuring the provision of sufficient, accurate
and relevant information to the Board and 
its Committees.  The Board has adopted
guidelines for individual Directors to obtain
independent professional advice at the
Group’s expense in appropriate
circumstances in addition to access to 
the advice of the Company Secretary.
The Board held five Board meetings
during the year.  The Non-Executive
Chairman held two meetings in the year 
with the Non-Executive Directors without 
the Executive Directors present.
The table opposite shows the
attendance of Directors at the Board and
Committee meetings held during the year
under review:
Corporate governance 27 Celsis International plc Annual Report 2007
Corporate governance
The Company has put in place an
organisational structure with clearly defined
lines of responsibility and delegation of
authority.  Executive management meet
monthly to monitor and discuss all major
issues affecting the Company which do not
require Board discussion or approval by
other Board Committees. 
Independence of Non-Executive Directors
The Group recognises and understands the
Combined Code recommendations over long
serving Non-Executive Directors, and has
considered a number of factors in
determining the status of the Directors, 
which were in this situation.
Sir Christopher T Evans was a
shareholder but sold all his interests in the
shares of the Company on 16 November
2006.
He has remained fully supportive of
Celsis and this allowed him to contribute in a
more independent capacity, whilst continuing
to bring individual judgement and his
extensive knowledge and experience.
Dr Jack Rowell, who has already
served more than nine years as Director and
was re-elected at the 2006 AGM for one
year, will retire and submit himself for re-
election at the forthcoming AGM for a further
year.
The Board has undertaken a
performance review and has concluded that
Dr Jack Rowell continues to be effective and
demonstrates independence and commitment
to the role of Non-Executive Chairman.
Neither Sir Christopher T Evans nor
Dr Jack Rowell are nevertheless considered
as independent Non-Executive Directors
according to the Combined Code.
Dr Derek Pearce who has already
served more than nine years as independent
Non-Executive Director and was re-elected at
the 2006 AGM will resign from the Board 
of Directors at the forthcoming AGM.
Mr Peter Jensen and Mr Nicholas
Badman were appointed on 15 May 2007
as independent Non-Executive Directors.
A company of Celsis’ size must have
at least two independent Non-Executive
Directors and the Board composition will
comply with the Combined Code after the
resignation of Dr Derek Pearce, with two
independent Non-Executive Directors, two
non-independent Non-Executive Directors
and two Executive Directors.
Availability of information
Executive management has a responsibility 
to provide the Board with any information 
of which it is aware that is relevant to the
discharge of the Board’s responsibilities.  
The Board receives timely advice on material
information regarding the Company.  
Board Committees
The Board has established an Audit,
Remuneration and Nomination Committee.
All are formally constituted with written terms
of reference.  The terms of reference are
available on request from the Company
Secretary.
Audit Committee
The Audit Committee comprises not less than
three Non-Executive Directors.  The
Company Secretary is the secretary of the
Committee.  At the year end the Audit
Committee members were Dr J Rowell, Sir C
T Evans and Dr D R Pearce.  It meets at least
twice annually and assists the Board in
ensuring that the Company’s published
financial statements give a true and fair view
and that reliable internal financial
information is produced for decision-making,
in compliance with legal requirements,
accounting standards, and the Listing Rules
of the Financial Services Authority.  In
addition to considering and making
recommendations to the Board in respect of
the appointment, remuneration or dismissal
of the Group’s auditors, the Committee also
keeps under review the independence and
objectivity of the Group’s external auditors
and value for money of the audit and the
nature, extent and cost-effectiveness of the
non-audit services provided by the auditors.
The Committee has discussed with the
external auditors their independence, and
has received and reviewed written
disclosures from the external auditors, as
required by the Auditing Practices Board’s
International Standards on Auditing (UK 
and Ireland) 260 ‘Communication of 
audit matters with those charged with
governance’.  In order to avoid the
possibility that the auditors’ objectivity and
independence could be compromised, the
Group’s tax consulting work is only carried
out by the auditors in cases where they are
best suited to perform the work, for example,
tax compliance and advisory work relating
to the audit. 
The Committee also reviews the
suitability and effectiveness of the Company’s
internal controls and meets twice a year to
review the half year interim results, and
before the release of the preliminary
announcement of the annual results to review
the previous year’s results and audit findings.
The Chief Executive Officer and the Finance
Director attend all meetings in order to
ensure that all of the information required 
by the Audit Committee is available for it 
to operate effectively.
The Code requires that the Annual
Report separately describes the work of the
Audit Committee and how it discharges its
responsibilities.
Board AuditRemuneration 
meetings Committee Committee
Number of meetings 513
J Rowell 5 1 3
C Evans 4 0 1
D Pearce 5 1 3
J LeCoque 5 1 N/A
C Madrolle 5 1 N/A Celsis International plc Annual Report 2007 28
Corporate governance
The Audit Committee focuses
particularly on compliance with legal
requirements, accounting standards and 
the Combined Code, and on ensuring that
an effective system of internal financial
controls is maintained.
During the year the Committee 
met on one occasion with the Company’s
external auditors. 
The principal issues addressed by 
the Committee during the year were:
- the external auditors’ year-end
report for the financial year ended 31 March
2006, 
- the approval of the Company’s
preliminary results for recommendation to 
the Board and approval of its Annual Report
disclosures;
- the effectiveness of internal controls,
including consideration of the external 
auditors’ findings and recommendations;
- the review of the need for a formal
internal audit function for appropriate
recommendation to the Board;
- the Company’s implementation of
International Financial Reporting Standards;
- the re-appointment of
PricewaterhouseCoopers LLP as independent
auditors; and
- the risk management process.
The Audit Committee has reviewed
the need for a formal internal audit function.
As the Group finance staff continually
reviews the finances and controls operating
in subsidiary companies, the Audit
Committee has concluded that a separate
internal audit department is not required at
this stage in the Group’s development.
The Board confirms that it has not
taken a different position to that of the Audit
Committee in relation to the appointment of
the external auditors.
The effectiveness of the Audit
Committee is reviewed by the Board
annually.
The Audit Committee reviews the
financial integrity of the Group’s financial
statements, including relevant corporate
governance statements prior to Board
submission.
The Board is required by the
Combined Code to present a balanced and
understandable assessment of the Company’s
position and prospects.  In relation to this
requirement reference is made to the
Statement of Directors’ Responsibilities for
preparing the financial statements set out on
page 30.  The independent Auditors’ Report
on page 31 includes a statement about their
reporting responsibilities.
To ensure future compliance with the
Combined Code, from June 2007, the Audit
Committee now consists of two independent
Non-Executive Directors; Peter Jensen and
Nicholas Badman.  The Combined Code
requires that, in the case of a company of
Celsis’ size, the Audit Committee consists of
at least two independent Non-Executive
Directors.
Nomination Committee
The Nomination Committee comprises five
members; the Non-Executive Chairman, Dr
Jack Rowell; Non-Executive Directors, Sir CT
Evans and Dr D Pearce; and Executive
Directors, Jay LeCoque and Christian
Madrolle.  The Committee meets as required
and its main role is to:
- Regularly review the structure, size
and composition of the Board and make
recommendations to the Board with regard
to any adjustment it deems necessary;
- Prepare a description of the role
and capabilities required for a particular
appointment; 
- Identify and nominate for the
approval of the Board suitable candidates 
to fill Board vacancies;
- Ensure that there is a formal,
rigorous, transparent procedure for the
appointment of new Directors to the Board;
- Recommend to the Board whether
or not Directors retiring by rotation should be
put forward for re-appointment at the next
Annual General Meeting.
To ensure compliance with the
Combined Code, the Nomination
Committee‘s composition and its terms of
reference will need to be reviewed.
Remuneration Committee
The Remuneration Committee comprises 
of two Non-Executive Directors; Peter Jensen
and Nicholas Badman to ensure compliance
with the Combined Code.  The Revised
Combined Code requires that, in the case of
a company of Celsis’ size, the Remuneration
Committee consists of at least two
independent Non-Executive Directors.
Details of the role and responsibilities of the
Remuneration Committee and the Company’s
Remuneration Policy are given in the
Directors’ Remuneration Report on pages 
22 to 25.
Board effectiveness
Under the Combined Code, the Board is
required each year to carry out a formal and
rigorous evaluation of its own performance
and that of its Committees and individual
Directors.  As the Board and its Committees
did not complete their recomposition process,
no formal evaluation has been made of the
Board’s effectiveness during the year ended
31 March 2007.
The evaluation of the Non-Executive
Chairman’s performance must be undertaken
by the Non-Executive Directors, led by the
senior independent Non-Executive Director.
The Board has undertaken this performance
review and has concluded that Dr Jack
Rowell continues to be effective and
demonstrates independence and commitment
to the role of Non-Executive Chairman.
Going concern
After making appropriate enquiries, the
Directors have a reasonable expectation that
the Group and the Company have 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 Company’s financial
statements.
Investor relations
The Executive Directors regularly meet 
with institutional shareholders and analysts
throughout the year to discuss the progress 
of the Group.  The Annual General Meeting
of shareholders is used as an opportunity 
to communicate with private investors.  In
addition, other means of communication
include Company presentations, press
releases and interim and annual reports.
The Group publishes its Company Overview
and Interim Report on its website, providing
information on the Group to a wider
audience of shareholders.  The Executive
Corporate governance 29 Celsis International plc Annual Report 2007
Corporate governance
Directors provide feedback to the Board at
least twice a year on issues raised with them
in meetings with shareholders.  The Board is
responsible for ensuring that dialogue with
shareholders takes place and is based on 
a mutual understanding of objectives.
Derek Pearce is the senior
independent Non-Executive Director who 
can meet with major shareholders if they
have concerns which contact through the
normal channel of Non-Executive Chairman,
Chief Executive or Finance Director has
failed to resolve.
All shareholders are sent copies 
of the Interim and Annual Reports and are
given notice to enable them to attend the
Company’s Annual General Meeting and
any Extraordinary General Meetings.
In accordance with the Combined
Code (2006), a resolution will be proposed
at the forthcoming AGM to allow the
Company to communicate with shareholders
in electronic form and by means of the
Company’s website.
Internal control
The Board of Directors has overall
responsibility for ensuring that the Group
maintains an adequate system of risk
management and internal control and for
reviewing its effectiveness.  Such systems are
designed to manage rather than eliminate
the risk of failure to achieve business
objectives inherent in a fast-moving high
technology business and can, therefore, 
only provide reasonable and not absolute
assurance against material misstatement 
or loss.
The Board confirms that ongoing
processes for identifying, evaluating 
and managing the significant business,
operational, financial, compliance and other
risks facing the Group have been in place
for the year under review and up to the 
date of approval of the annual report 
and financial statements.
These ongoing processes accord
with the Guidance for Directors on the
Combined Code (The Turnbull guidance
(2005)).  The Board confirms that there is no
change since the last annual assessment in
the nature and extent of significant risks and
the Group’s ability to respond to changes 
in its business and the external environment.
A risk review team made up of
senior managers and chaired by the Finance
Director discuss on a regular basis the most
significant areas of risk and the key control
objectives.
The Company has established 
an integrated risk management framework 
with the aim of continuing to ensure that the
business understands the key risks it faces,
and has an ongoing approach to further
embed internal controls and risk
management into the operations of the
business and to deal with areas for
improvement which are brought to the
Board’s attention on a quarterly basis,
allowing it to build up a cumulative
assessment of the state of control in the
Group, and the effectiveness with which 
risk is being managed.
The Board has put in place a
documented organisational structure which
clearly defines lines of responsibility and
delegation of authority from the Board to
operating units.
The Company’s control environment
is ultimately the responsibility of the Directors
and managers at all levels.  Financial control
procedures operate throughout the Company
to ensure the integrity of the Company’s
financial statements.
Through the Audit Committee the
Board has reviewed the effectiveness of
internal controls.  The Company’s
organisational structure has established clear
responsibilities and lines of accountability.
Employees are required to follow clearly laid
out internal procedures and policies
appropriate to the business and their position
within the organisation.  These internal
procedures and policies include
arrangements by which staff may, in
confidence, raise concerns about possible
improprieties in matters of financial reporting
or other matters.
The Board has evaluated the
performance of the Audit Committee and
confirms that there are arrangements in 
place for considering financial reporting 
and internal control principles and for
maintaining an appropriate relationship 
with the Group’s auditors.
The Board has examined the
Group’s public reporting process succinctly
described above under Investor Relations
and is satisfied with its effectiveness.
Compliance controls 
Documented quality procedures are in 
place to ensure the maintenance of global
regulatory compliance.  These are subject to
periodic review to ensure current standards
of quality compliance are maintained.
Quality Groups monitor compliance with
Good Laboratory Practice (GLP) and ISO
standards through the implementation of
internal compliance programmes.
Financial reporting
The Board recognises that an essential 
part of its responsibility is the effective
safeguarding of assets, the proper
recognition of liabilities and the accurate
reporting of profits.  Detailed policy and
procedures manuals have been established
for operating units.  Accounting policies,
capital expenditure authorisation, general
authorisation levels and treasury procedures
allow the Executive Directors to monitor
controls and restrict the unauthorised use 
of assets.
Experienced and suitably qualified
staff take responsibility for key business
functions.  Annual appraisal procedures are
established which ensure that high standards
of performance are maintained.  The Group
operates a budgeting system with an annual
operating budget approved by the Board of
Directors.  A comprehensive financial
reporting system, as a matter of routine,
compares actual results to budget and
previous year.  Full management accounts
are issued within 10 working days following
the month-end.  Variations from budget are
thoroughly investigated with corrective action
taken by the Directors as appropriate.  
The Group has a comprehensive
system for regular reporting to the Board.
Full financial forecast updates are produced
on a quarterly basis and are approved by
the Board.  The Company reports to
shareholders twice a year. Celsis International plc Annual Report 2007 30
Corporate governance
Internal audit
The Board has reviewed the need for an
internal financial audit function and has
concluded that the Group is not large
enough to warrant an internal auditor.  The
Group does however have an operational
internal audit function that audits the Rapid
Detection, Analytical Services and In Vitro
Technologies core business processes, which
are documented and continuously improved,
for both effectiveness and efficiency.  In
addition these processes are audited
externally by independent auditors for
compliance with ISO 9000, and by the FDA,
DEA and EPA.  As the Group finance staff
continually reviews the finances and controls
operating in subsidiary companies, the Audit
Committee has concluded that a separate
internal audit department is not required 
at this stage in the Group’s development. 
Treasury management
The Group has a detailed Treasury Policy
which specifies the need to identify, monitor
and manage funds and financial risks.
Regular reporting requirements to the Board
are laid down, together with authorised
financial instruments, authorised dealing
personnel and performance measurement.
Monthly reports are reviewed and
discussions held to monitor the performance
against other yardsticks.  Cash balances are
monitored on a daily basis and regular cash
flow forecasts are prepared.
Investment appraisal
The Group has a formal policy for
authorisation of all capital expenditure.
Major capital purchases, including
acquisitions, are subject to Board approval. 
Research and development
Key controls are in place to ensure that the
Group controls and directs its research and
development.  The Group employs qualified
staff to manage patent, legal, environmental
and regulatory issues.  Any major new
initiative is submitted for the Board’s
approval.
Statement of Directors’ responsibilities in
respect of the Annual Report, the Directors’
Remuneration Report and the financial
statements
The Directors are responsible for preparing
the Annual Report, the Directors’
Remuneration Report and the financial
statements in accordance with applicable
law and International Financial Reporting
Standards (IFRSs) as adopted by the
European Union.
The Directors are responsible for
preparing financial statements for each
financial year which give a true and fair
view, in accordance with IFRSs as adopted
by the European Union, of the state of affairs
of the company and the 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 then apply them consistently;
- make judgements and estimates
that are reasonable and prudent;
- state whether the financial
statements comply with IFRSs as adopted 
by the European Union; and
- prepare the financial statements 
on the going concern basis unless it is
inappropriate to presume that the group 
will continue in business.  
The Directors confirm that they have
complied with the above requirements in
preparing the financial statements.
The Directors are responsible for
keeping proper accounting records that
disclose with reasonable accuracy at any
time the financial position of the company
and the Group and enable them to 
ensure that the financial statements and the
Directors’ Remuneration Report comply with
the Companies Act 1985 and Article 4 
of the IAS Regulation.  They are also
responsible for safeguarding the assets of 
the company and the group and hence for
taking reasonable steps for the prevention
and detection of fraud and other
irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
company’s website.  Legislation in the United
Kingdom governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
By order of the Board
Christian Madrolle
Company Secretary 
25 June 2007
Corporate governance 31 Celsis International plc Annual Report 2007
Independent auditors’ report
We have audited the group and parent
company financial statements (the ‘‘financial
statements’’) of Celsis International plc for the
year ended 31 March 2007 which comprise
the Consolidated Income Statement, the
Consolidated Statement of Recognised
Income and Expense, the Consolidated and
Company Balance Sheets, the Consolidated
and Company Cash Flow Statements and the
related notes.  These financial statements
have been prepared under the accounting
policies set out therein.  We have also
audited the information in the Directors’
Remuneration Report that is described as
having been audited.
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 International Financial Reporting
Standards (IFRSs) as adopted by the
European Union are set out in the Statement
of Directors’ Responsibilities.
Our responsibility is to audit the
financial statements and the part of the
Directors’ Remuneration Report to be audited
in accordance with relevant legal and
regulatory requirements and International
Standards on Auditing (UK and Ireland).  
This report, including the opinion, has been
prepared for and only for the company’s
members as a body in accordance with
Section 235 of the Companies Act 1985
and for no other purpose.  We do not, in
giving this opinion, accept or assume
responsibility for any other purpose or to 
any other person to whom this report is
shown or into whose hands it may come
save where expressly agreed by our prior
consent in writing.
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 and, as regards
the group financial statements, Article 4 of
the IAS Regulation.  We also report to you
whether in our opinion the information given
in the Directors' Report is consistent with the
financial statements.  The information given
in the Directors’ Report includes that specific
information presented in the Chief Executive’s
Review and in the Financial Review that is
cross referred from the Review of the
Business and Future Developments, the
Research and Development Activities and 
the Key Performance Indicators sections of
the Directors’ Report.  In addition we report 
to you if, in our opinion, the company has
not kept proper accounting records, if we
have not received all the information and
explanations we require for our audit, or 
if information specified by law regarding
directors’ remuneration and other
transactions is not disclosed.
We review whether the Corporate
Governance Statement reflects the company’s
compliance with the nine provisions of the
Combined Code (2003) 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 Non-Executive Chairman’s
introduction, the Chief Executive’s review, 
the Financial review, the Financial highlights,
the Directors’ Report, the unaudited part of
the Remuneration Report, and the Corporate
Governance statement.  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 International Standards on Auditing (UK
and Ireland) issued by the Auditing Practices
Board.  An audit includes examination, on 
a test basis, of evidence relevant to the
amounts and disclosures in the 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 to the group’s and
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 group financial statements give
a true and fair view, in accordance with
IFRSs as adopted by the European Union, 
of the state of the group’s affairs as at 31
March 2007 and of its profit and cash 
flows for the year then ended;
- the parent company financial
statements give a true and fair view, in
accordance with IFRSs as adopted by the
European Union as applied in accordance
with the provisions of the Companies Act
1985, of the state of the parent company’s
affairs as at 31 March 2007 and cash flows
for the year then ended;
- 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 and, as regards the group financial
statements, Article 4 of the IAS Regulation;
and
- the information given in the
Directors' Report is consistent with the
financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered
Auditors, Cambridge
25 June 2007
Independent auditors’ report 
to the members of Celsis International plc Celsis International plc Annual Report 2007 32
Consolidated income statement
Group Group
2007 2006
Notes $’000 $’000
Continuing operations
Revenue 2 47,441 33,104
Cost of sales (16,285) (11,305)
Gross profit 31,156 21,799
Sales & marketing expenses (16,719) (10,972)
Administrative expenses (5,089) (3,892)
Research & development expenditure (419) (335)
Total operating expenses (22,227) (15,199)
Operating profit 8,929 6,600
Analysed as
EBITDA 11,002 8,158
Depreciation of property, plant and equipment 12 (1,544) (1,209)
Amortisation of intangible assets 11 (529) (349)
Operating profit 8,929 6,600
Interest receivable and similar income 412 628
Interest payable and similar charges 6 (687) (24)
Profit before taxation 3 8,654 7,204
Taxation 8(2,733) (2,601)
Profit for the year 22 5,921 4,603
Dividends
Final 2005 paid at 5.13 cents per share 9 - 1,150
Earnings per Ordinary Share
Basic earnings per ordinary share 10 26.81c* 20.78c*
Diluted earnings per ordinary share 10 26.29c* 20.57c*
* Cents
Group Group
2007 2006
Consolidated statement of recognised income and expense $’000 $’000
Profit for the financial year 5,921 4,603
Currency exchange adjustment 635 (377)
Deferred tax on share options 44 -
Total recognised income for the year 6,600 4,226
Consolidated income statement
for the year ended 31 March 2007 33 Celsis International plc Annual Report 2007
Consolidated and Company balance sheets
Group Group Company Company
2007 2006 2007 2006
Notes $’000 $’000 $’000 $’000
Assets
Non-current assets
Intangible assets 11 30,795 3,357 852 492
Property, plant and equipment 12 6,268 4,652 - -
Investments 13 - - 32,066 16,066
Other receivables and prepayments 15 69 23 13,743 -
Deferred tax asset 21 2,387 2,050 - -
39,519 10,082 46,661 16,558
Current assets
Inventory 14 7,394 2,813 - -
Trade and other receivables 15 9,952 7,444 766 901
Current tax assets 15 - 1,792 - -
Cash and cash equivalents 5,946 21,174 1,239 17,880
23,292 33,223 2,005 18,781
Liabilities
Current liabilities
Borrowings 17 (1,604) - (1,596) -
Trade and other payables 16 (6,448) (5,514) (183) (146)
(8,052) (5,514) (1,779) (146)
Net current assets 15,240 27,709 226 18,635
Non-current liabilities
Borrowings 17 (7,964) - (7,964) -
Other non-current liabilities 18 (1,108) (501) (5,285) (2,522)
Deferred tax liability 21 (1,355) - - -
(10,427) (501) (13,249) (2,522)
Net assets 44,332 37,290 33,638 32,671
Shareholders’ equity
Called up share capital 22, 24 1,611 1,611 1,611 1,611
Share premium account 22 13,120 13,120 13,120 13,120
Merger reserves 22 - - 5,320 5,320
Treasury shares 22 (1,201) (1,224) (1,201) (1,224)
Currency translation reserve 22 438 (197) - -
Retained earnings 22 28,882 22,498 14,788 13,844
Reserve arising on consolidation 22 1,482 1,482 - -
Total equity 44,332 37,290 33,638 32,671
The financial statements, comprising the consolidated income statement, consolidated statement of recognised income and expense,
consolidated and company balance sheets, consolidated and company cash flow statement and related notes, were approved by the Board
of Directors on 25 June 2007 and were signed on its behalf by:
Jay LeCoque
Chief Executive Officer
Consolidated and Company balance sheets
at 31 March 2007 Celsis International plc Annual Report 2007 34
Consolidated and Company cash flow statement
Group Group Company Company
2007 2006 2007 2006
$’000 $’000 $’000 $’000
Cash flows from operating activities 8,384 8,939 874 6,555 
Tax paid (420) (647) - -
Interest paid (515) (24) (697) (736) 
Interest received 480 590 1,111 503
Net cash generated by/(used in) operating activities 7,929 8,858 1,288 6,322
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired (30,408) - - -
Purchase of property, plant and equipment (1,603) (1,595) - -
Expenditure on intangible fixed assets (862) (1,000) (360) (492)
Amounts owed by subsidiary undertakings - - (13,743) -
Amounts owed to subsidiary undertakings - - 2,763 -
Increase in investment subsidiary undertakings - - (16,000) -
Net cash used in investing activities (32,873) (2,595) (27,340) (492)
Cash flows from financing activities
Equity dividends paid - (1,150) - (1,150)
Sale/(purchase) of treasury shares 23 (804) 23 (804)
Receipt of new bank loan 13,188 - 13,188 -
Repayment of principal under finance leases (60) (115) - -
Repayment of loan principal (3,964) - (3,800) -
Net cash generated by/(used) in financing activities 9,187 (2,069) 9,411 (1,954) 
Effects of exchange rate changes 529 (383) - -
Net (decrease)/increase in cash and cash equivalents in the year (15,228) 3,811 (16,641) 3,876
Cash and cash equivalents at the beginning of the year 21,174 17,363 17,880 14,004
Cash and cash equivalents at the end of the year 5,946 21,174 1,239 17,880 
Consolidated and Company cash flow statement
for the year ended 31 March 2007 35 Celsis International plc Annual Report 2007
Consolidated and Company cash flow statement
Group Group Company Company
2007 2006 2007 2006
$’000 $’000 $’000 $’000
Reconciliation of profit before taxation to cash generated by/(used in) operations
Profit before taxation 8,654 7,204 525 4,855 
Depreciation of property, plant and equipment 1,544 1,209 - - 
Amortisation of intangible assets 529 349 - - 
Loss on disposal of property, plant and equipment 14 10 - - 
Share option compensation charge 419 239 419 239 
Net finance expense/(income) 275 (604) (174) 195 
Operating cash flow before changes in working capital and provisions 11,435 8,407 770 5,289 
(Increase)/decrease in receivables (712) (759) 67 1,177
(Increase)/decrease in inventory (1,173) 31 - - 
(Decrease)/increase in payables (1,166) 1,270 37 89 
(Decrease) in provisions - (10) - -
Cash flow from operating activities 8,384 8,939 874 6,555  Celsis International plc Annual Report 2007 36
Notes to the financial statements
1 Accounting policies
The principal accounting policies adopted in
the preparation of these financial statements
are set out below.  These policies have been
consistently applied to the years presented
unless otherwise stated.
Basis of preparation
These financial statements have been
prepared in accordance with International
Financial Reporting Standards and IFRIC
interpretations endorsed by the European
Union and with those parts of the
Companies Act 1985 applicable to
companies reporting under IFRS.  The
financial statements have been prepared
under the historical cost convention.  A
summary of the more important group
accounting policies is set out below.
The preparation of financial
statements in conformity with generally
accepted accounting principles requires the
use of estimates and assumptions that affect
the reported amounts of assets and liabilities
at the date of the financial statements and
the reported amounts of revenues and
expenses during the reporting period.
Although these estimates are based on
management’s best knowledge of the
amount, event or actions, actual results
ultimately may differ from those estimates.
Functional currency 
The Group regards the US dollar 
(US$) to be the functional currency of its
subsidiaries.  The US$ is the currency of the
primary economic environment in which the
Group operates, and it is also the currency
in which the majority of cash is generated
and expended by the Rapid Detection,
Analytical Services and In Vitro Technologies
businesses.
The exchange rate used as 
at 31 March 2007 was $1.9685/£ 
(2006: $1.7393/£).
Basis of consolidation 
The consolidated financial statements
include the financial statements of Celsis
International plc (the Company) and its
subsidiary undertakings (together the Group)
drawn up to 31 March 2007.  Intra-group
sales and profits are eliminated fully on
consolidation.  The results of subsidiaries 
acquired are included in the consolidated
income statement from the date control
passes.
On acquisition of a subsidiary, all of
the subsidiary’s assets and liabilities that exist
at the date of acquisition are recorded at
their fair values reflecting their condition at
that date.  All changes to those assets and
liabilities, and the resulting gains and losses,
that arise after the Company has gained
control of the subsidiary, are charged to the
post-acquisition income statement of the
subsidiary.
Goodwill
Goodwill arising on consolidation 
represents the excess of the fair value of the
consideration given over the fair value of the
identifiable net assets acquired.  Goodwill 
is not amortised, but is reviewed annually 
for impairment and carried at cost less any
accumulated impairment losses.  The annual
impairment review involves comparing the
carrying amount to the estimated recoverable
amount on a cash generating unit basis; any
impairment loss arising is recognised through
the income statement.
Negative goodwill arising on an
acquisition is recognised directly through 
the income statement.
Revenue
Revenue, which excludes value added tax,
sales between group companies and trade
discounts, represents the invoiced value of
goods and services supplied.  The group
recognises revenue when the amount of
revenue can be reliably measured and it 
is probable that future economic benefits 
will flow to the entity.
Sale of goods
Revenue is recognised when goods 
are dispatched and invoiced to external
customers and when risk of loss passes
to the customer or the carrier.
Sale of services
The group provides outsourced
laboratory testing services to
pharmaceutical companies to ascertain
the safety, stability and chemical
composition of their products and 
in vitro development services to the
pharmaceutical and biotechnology
industries.  These services are provided
as a fixed-price contract with contract
terms generally of a duration of less than
one year.
Revenue from fixed-price contracts
for testing and development services is
recognised under the percentage-of-
completion method.  Under this method,
revenue is generally recognised based
on the services performed to date as a
percentage of the total services to be
performed.
Revenue from time and materials
contracts, typically from delivering testing
and development services, is recognised 
at the contractual rates as labour hours
are delivered and direct expenses are
incurred.
Deferred income
Income received in relation to instrument
service contracts is recognised as
revenue on a straight-line basis over the
period of the contract.  Amounts invoiced
for which the revenue recognition criteria
have yet to be satisfied are included
within deferred income.
Property, plant and equipment
The cost of property, plant and equipment 
is the purchase cost, together with any
incidental costs of acquisition.  Depreciation
is calculated so as to write off the cost of
property, plant and equipment less the
estimated residual values, on a straight line
basis over the expected useful economic lives
of the assets concerned.  The principal useful
economic lives used for this purpose are:
Years
Plant and machinery 3 to 10
Leasehold improvements Period of lease
Intangible fixed assets
Intangible fixed assets are stated at their
original costs, together with any incidental
costs of acquisition, and net of accumulated
amortisation.
Expenditure on patents is written 
off to the income statement in the period.
Expenditure on licence fees and trade marks
are capitalised and amortised on a straight
Notes to the financial statements
for the year ended 31 March 2007 37 Celsis International plc Annual Report 2007
Notes to the financial statements
line basis over the expected useful life of the
licence/trademark which does not exceed
20 years.
Internally generated assets such as
product development expenditure resulting 
in new products or substantially improved
products and processes are capitalised if 
the product or process meet the criteria for
capitalisation under IAS 38 (see further
details below).  Amortisation of these assets
commences when the asset is brought into
use and is calculated on a straight line 
basis over the asset’s useful economic life.
The Group considers at each
reporting date whether there is any
indication that non-current assets are
impaired.  If there is such an indication, 
the Group carries out an impairment test by
measuring each asset’s recoverable amount,
which is the higher of the asset’s fair value
less costs to sell and its value in use.  If the
recoverable amount is less than the carrying
amount an impairment loss is recognised,
and the asset is written down to its
recoverable amount.
Internally generated intangible assets-
product research and development
Development expenditure on new 
or substantially improved products is
capitalised as an intangible asset and
amortised on a straight line basis over
the expected useful life of the product
concerned.  Capitalisation commences
from the point at which the technical
feasibility and commercial viability of the
product can be demonstrated and the
Group is satisfied that it is probable that
future economic benefit will result from
the product once completed.
Expenditure on research and
development activities which do not meet
the above criteria is charged to the
income statement when it occurs.
Purchased intangibles
Intangibles are recognised when they
have been acquired separately for cash
or other monetary assets or as part of a
business combination and are amortised
over their estimated useful lives from the
time they are available for use.
Finance and operating leases
Assets held under leases which confer 
rights and obligations, as well as risks and
rewards, similar to those attached to owned
assets, are classified as finance leases.
Assets held under finance leases are
recognised as assets of the Group at their
fair value at the inception of the lease, or if
lower, at the present value of the minimum
lease payments, and depreciated over the
shorter of the lease period or their expected
economic useful lives.
The corresponding liability to the
lessor is included in the balance sheet as a
finance lease obligation.  Lease payments
are apportioned between finance charges
and a reduction in the lease obligation so as
to achieve a constant rate of interest on the
remaining balance of the liability.  Finance
charges are charged to the income
statement.
Assets held under leases in 
which a significant portion of the rights 
and obligations as well as risks and rewards
are retained by the lessor, are classified as
operating leases.  Rentals under operating
leases are charged to the income statement
on a straight line basis over the term of the
lease.
Inventory
Inventory is stated at the lower of cost 
and net realisable value.  In general, cost 
is determined on a first in first out basis and
includes transport and handling costs.  In the
case of manufactured products, cost includes
all direct expenditure and production
overheads based on the normal level of
activity.  Where necessary, provision is made
for obsolete, slow moving and defective
stocks.
Net realisable value is the estimated
selling price in the ordinary course of
business, less the estimated selling costs.
Cash and cash equivalents
Short-term investments relate to bank deposits
which are not repayable on demand. 
Cash and cash equivalents are
invested in short term bank deposits with an
original maturity date of 3 months or less.
Movement in such investments is included
under cash and cash equivalents for the
purpose of the statement of cash flows.
Employee benefits
All employee benefit costs, notably holiday
pay and contributions to the Group or
personal defined contribution plans, are
charged to the income statement on an
accruals basis.
Pension costs
The Company operates a number of defined
contribution schemes for the benefit of the
employees of the Group.  Pension benefits
are provided to overseas employees in
accordance with appropriate local practice.
For defined contribution schemes, the amount
charged to the income statement represents
the contributions payable in the period.
Differences between contributions payable
during the period and contributions actually
paid are shown as either payables or
receivables in the balance sheet.
Deferred taxation
Deferred tax is recognised on differences
between the carrying amounts of assets 
and liabilities in the financial statements 
and the corresponding tax bases used in 
the computation of taxable profit and is
accounted for using the balance sheet
liability method.
Deferred tax liabilities are generally
recognised for all taxable temporary
differences.  Deferred tax assets are
generally recognised for all deductible
temporary differences to the extent that 
it is probable that taxable profits will be
available against which such differences 
can be utilised.
The carrying amount of deferred 
tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no
longer probable that sufficient taxable profits
will be available to allow all or part of the
asset to be recoverable in the foreseeable
future.
Deferred tax is measured at the
average rates that are expected to apply 
in the periods in which the temporary
differences are expected to reverse, based
on tax rates and laws that have been
enacted, or substantially enacted, by the
balance sheet date.
The Group has taken advantage of
the exemption for deferred tax arising from
the initial recognition of goodwill. Celsis International plc Annual Report 2007 38
Notes to the financial statements
Fixed asset investments
Investments in subsidiaries are held in the
Company financial statements at cost less
provision for impairment.
Treasury shares
The cost of ordinary shares in Celsis
International plc which have been acquired
by the Company as treasury shares are
shown as a deduction from shareholders’
equity and the number of shares is deducted
from the weighted average number of shares
in the calculation of earnings per share.
Dividends receivable on treasury shares 
are eliminated on consolidation.
ESOT 
The Group operates a share option scheme
for certain employees under an employee
share options trust.  Other than costs 
incurred in administering the trust, which are
expensed as incurred, the scheme does not
result in any expense to the Group.  Shares
in the ESOT are shown as a deduction from
equity. 
Financial instruments
The Group purchases and issues financial
instruments in order to finance its operations.
It does not trade in financial instruments.
Group policy has been to finance its
operations in overseas subsidiary companies
by generating cash through local currency
sales, while surplus cash balances from
overseas trading are used to finance UK
central costs.  The Group has finance lease
arrangements in a United States subsidiary
company.  In respect of monetary assets and
liabilities held in currencies other than the US
dollar, the Group ensures that the net
exposure is kept to an acceptable level by
buying or selling foreign currencies at spot
rates where necessary to address short term
imbalances.  The principal payment liabilities
of the Group in foreign currencies are
naturally hedged by trading cash flows and
the Group does not take any additional
hedge to mitigate its exposure to foreign
currency fluctuations.
The only derivative financial
instruments used by the Group are interest
rate swaps.  Derivative financial instruments
are initially recognised at fair value on the
date a derivative contract is entered into and
are subsequently measured at their fair
value.  Hedging derivatives are classified 
on inception as fair value hedges, cash flow
hedges or net investment hedges.
Changes in the fair value of
derivatives designated and qualifying as fair
value hedges are recorded in the income
statement, together with the changes in the
fair value of the hedged asset or liability that
are attributable to the hedged risk.  The
effective portion of changes in the fair value
of derivatives that are designated and qualify
as cash flow hedges are recognised in
equity.  The gain or loss relating to the
ineffective portion is recognised immediately
in the income statement.  Hedges of net
investments in foreign operations are
accounted for similarly to cash flow hedges.
Certain derivative instruments do not
qualify for hedge accounting.  Changes in
the fair value of such derivative instruments
are recognised immediately in the income
statement.
The main risks arising from the
Group’s financial instruments are interest rate
risk, liquidity risk and foreign currency risk.  
The Board reviews and agrees
policies for managing each of these risks
and these are summarised in the Directors’
Report.  These policies have remained
unchanged throughout the year ended 
31 March 2007.
Foreign currencies
The individual financial statements of each
group entity are prepared in the currency of
the primary economic environment in which
the entity operates.  The consolidated
financial statements are presented in US
dollars as this is the currency of the primary
economic environment in which Celsis
operates.   
In preparing financial statements,
transactions in currencies other than the US
dollar are recorded at the standard internal
rate of exchange prevailing on the dates of
the transactions.  At each balance sheet
date, assets and liabilities of all non-US
dollar functional currency companies are
translated in to US dollar at the rates
prevailing on the balance sheet date, and
the results of all non-US dollar functional
currency companies are translated at the
average rates of exchange for the year.
Differences on exchange arising 
from the retranslation of the opening net
investment in subsidiary companies and 
from the translation of the results of those
companies at average rates are taken to
reserves and are reported in the statement 
of recognised income and expense.  All
other foreign exchange differences are taken
to the income statement in the year in which
they arise.
Share-based payments
Share options are awarded annually to
selected executives and employees on a
discretionary basis.  The options are subject
to three year service vesting conditions, and
their fair value (which is measured at grant
date using the Black Scholes model) is
spread over the vesting period.
The amount is recognised as 
an employee benefits expense with a
corresponding increase in the retained
earnings reserve.  The proceeds received,
net of any direct transaction costs, are
credited to share capital (nominal value) 
and share premium account when the
options are exercised.
The Group has applied IFRS 2 
only to equity-settled awards granted after 
7 November 2002, and which had not
vested at 1 April 2005.
Allowance for doubtful debts
Trade receivables are first assessed
individually for impairment or collectively
where the receivables are not individually
significant.  Where there is no objective
evidence of impairment for an individual
receivable, it is included in a group of
receivables with similar credit risk
characteristics and these are collectively
assessed for impairment.  Movements in 
the provision for doubtful debts are recorded
in the income statement.
Use of estimates
The preparation of these financial statements
has required management to make estimates
and assumptions that affect the amounts
reported.  Actual results could differ from
these estimates.  Significant estimates in these
financial statements include, but are not
limited to, accounting for investments,
provision for income taxes, allowance for
Notes to the financial statements
for the year ended 31 March 2007 39 Celsis International plc Annual Report 2007
Notes to the financial statements
doubtful debts, impairment of non-current
assets, goodwill and purchased intangible
assets and contingencies and legal
settlements.
Critical accounting estimates,
assumptions and judgements are made
particularly upon the acquisition of a 
new business and are detailed below;
- The value of goodwill arising on
acquisition is calculated with the assistance
of an independent valuation firm conducting
a purchase price allocation exercise to
define the identifiable intangible assets, 
and calculate their values at the date of
acquisition.
The useful life of the acquired assets,
the projected growth rates and the weighted
average cost of capital used to calculate the
valuation are accounting estimates and
assumptions based on the independent
valuation firm’s and the Group’s
management’s industry knowledge.
- The fair value of receivables 
and other receivables is assessed and the
alignment of revenue recognition systems 
can lead to adjustments on the date of
acquisition.
- The alignment of costing systems,
may lead to estimates until the alignment
process is complete.
- The fair value of finished goods
inventory is based on the estimates made 
by management of the realisable value of
inventory at market price, compared to the
cost of acquiring the goods.    
Other significant accounting
estimates include:
- Goodwill impairment testing, 
and the growth and discount rates used to
calculate the net present values of future cash
flows generated by the goodwill to obtain
the recoverable amounts of cash generating
units require the use of estimates.
- Determination of the worldwide
provision for taxes in the various jurisdictions
where the group is subject to income tax.
There are many transactions and calculations
for which the ultimate tax determination is
uncertain during the ordinary course of
business.  The group recognises liabilities 
for anticipated tax audit issues based on
estimates of whether additional taxes will 
be due.  Where the final outcome of these
matters is different from the amounts that 
were initially recorded, such differences will
impact the income tax and deferred tax
provisions in the period in which such
determination is made.
Segment Reporting
A segment is a distinguishable component 
of the Group that is engaged in either
providing products or services (business
segment), or in providing products or
services within a particular economic
environment (geographical segment), which
is subject to risks and rewards that are
different from those of other segments.
Borrowings
Borrowings are recognised initially at 
fair value, net of transaction costs incurred.
Borrowings are subsequently stated at
amortised cost; any difference between the
proceeds (net of transaction costs) and the
redemption value is recognised in the income
statement over the period of the borrowings
using the effective interest method.
Borrowings are classified as 
current liabilities unless the group has an
unconditional right to defer settlement of the
liability for at least twelve months after the
balance sheet date.
Dividend distribution
Dividend distribution to the company’s
shareholders is recognised as a liability in
the group’s financial statements in the period
in which the dividends are approved by the
company’s shareholders.
Forthcoming accounting standards
At the date of approval of these financial
statements the following standards and
interpretations, which have not been applied
in these financial statements, were in issue
but not yet effective: an amendment to IAS 1,
“Presentation of financial statements: capital
resources”, requiring disclosure of qualitative
and quantitative information about entities’
management of capital resources; a new
accounting standard, IFRS 7, “Financial
instruments: disclosures”.  This standard
replaces IAS 30, “Disclosures in bank
financial statements”, and the disclosure
requirements in IAS 32, “Financial
instruments: disclosure and presentation”,
and locates in one place all disclosures 
relating to financial instruments.  The new
requirements incorporate many of IAS 32’s
disclosures as well as additional qualitative
and quantitative disclosures on the risks
arising from financial instruments; IFRIC 10,
“Interim financial reporting and impairment”,
which addresses the interaction between the
requirements of IAS 34, “Interim financial
reporting”, and the recognition of
impairment losses on goodwill in IAS 36,
“Impairment of assets”, and certain financial
assets in IAS 39, “Financial instruments:
recognition and measurement”, and the
effect of that interaction on subsequent
interim and annual financial statements; IFRIC
11, “IFRS 2 – Group and treasury share
transactions”, which clarifies how share-
based payment charges should be calculated
where employees of a subsidiary receive the
shares of a parent.  IFRIC 11 also addresses
the accounting for share-based payment
transactions involving two or more entities
within one group; IFRIC 12, “Service
concession arrangements”, which gives
guidance on the accounting by operators 
for public-to-private service concession
arrangements; and a new accounting
standard, IFRS 8, “Operating segments”,
which supersedes IAS 14, “Segmental
reporting”, under which segments were
identified and reported on risk and return
analysis.  Under IFRS 8, segments are
reported based on internal reporting.
The directors expect that the
adoption of these standards and
interpretations in the future periods will 
have no material impact on the financial
statements when they come into effect.
2 Segmental analysis
Segmental information is presented in respect
of the Group’s business and geographical
segments.  The primary format is based on
the Group’s management and internal
reporting structure as this reflects the
underlying risks and rewards.  Segment
revenues, expenditure, assets and liabilities
include items directly attributable to a
segment as well as those corporate assets
and expenses that can be allocated on 
a reasonable basis.  Segment capital
expenditure is the total cost incurred during
the period to acquire segment assets that 
are expected to be used for more than 
one period. Celsis International plc Annual Report 2007 40
Notes to the financial statements
The Group is organised on a
worldwide basis, into three main business
segments which are the Group’s primary
segments;
- The Rapid Detection business
provides rapid microbial detection systems 
to ensure the safety and quality of
Pharmaceutical, Personal Care and 
Beverage products bound for consumers.
- The Analytical Services business
provides outsourced analytical testing
services to the Pharmaceutical and
Biopharmaceutical industries to ensure 
the stability and chemical composition 
of their products.
- The In Vitro Technologies division
provides products and services to the R&D
departments of Pharmaceuticals and
Biopharmaceuticals industries to allow them
to perform ADME-Tox in vitro testing with
cryopreserved tissues or to help them carry
out drug development projects.
The Group manages its business
segments on a global basis.  The operations
are based in three main geographical areas
- Europe;
- The Americas; and
- Asia and rest of the world.
Notes to the financial statements
for the year ended 31 March 2007
Business segments Rapid Analytical In Vitro
Detection Services Technologies Group
2007 2007 2007 2007
$'000 $'000 $'000 $'000
Revenue 17,663 20,433 9,345 47,441
Segment result/operating profit 3,835 3,609 1,485 8,929
Interest receivable 412
Interest payable (687)
Net result before tax 8,654
Net result after tax 5,921
Segment assets 16,436 11,045 35,330 62,811
Segment liabilities (4,486) (2,897) (11,096) (18,479)
Depreciation
Tangible owned fixed assets 530 723 177 1,430
Tangible fixed assets held under finance leases 6 108 - 114
Amortisation of intangible fixed assets 181 170 178 529
Capital expenditure
Tangible assets 563 1,641 883 3,087 
Intangible assets 662 61 27,211 27,934
Impairment of trade receivables 28 - - 28
Impairment of inventory - - 15 15  41 Celsis International plc Annual Report 2007
Notes to the financial statements
Rapid Analytical In Vitro
Detection Services Technologies Group
2006 2006 2006 2006
$'000 $'000 $'000 $'000
Revenue 16,850 16,254 - 33,104 
Segment result/operating profit 3,628 2,972 - 6,600 
Interest receivable 628
Interest payable (24)
Net result before tax 7,204 
Net result after tax 4,603 
Segment assets 33,430 9,875 - 43,305
Segment liabilities (3,601) (2,414) - (6,015)
Depreciation
Tangible owned fixed assets 484 642 - 1,126 
Tangible fixed assets held under finance leases - 83 - 83 
Amortisation of intangible fixed assets 161 188 - 349 
Capital expenditure
Tangible assets 626 1,464 - 2,090 
Intangible assets 1,072 23 - 1,095 
Impairment of trade receivables (56) - - (56)
Impairment of inventory 122 - - 122
Geographical segments Segment Capital Segment Capital
Revenue assets expenditure Revenue assets expenditure
2007 2007 2007 2006 2006 2006
$'000 $'000 $'000 $'000 $'000 $'000
Rapid Detection
Europe 7,698 10,912 884 7,396 27,061 1,354
North and South America 7,552 5,524 341 6,813 6,369 344
Asia and rest of the world 2,413 - - 2,641 - -
17,663 16,436 1,225 16,850 33,430 1,698
Analytical Services
North and South America 20,433 11,045 1,702 16,254 9,875 1,487
In Vitro Technologies
Europe 3,466 6,638 5,870 ---
North and South America 5,187 28,692 22,224 ---
Asia and rest of the world 692 - - ---
9,345 35,330 28,094 ---
47,441 62,811 31,021 33,104 43,305 3,185
Revenue is allocated based on the country in which the customer is located. Celsis International plc Annual Report 2007 42
Notes to the financial statements
3 Profit before tax 2007 2006
Profit before taxation is stated after charging/(crediting) $'000 $'000 
Depreciation
Tangible owned fixed assets 1,430 1,126 
Tangible fixed assets held under finance leases 114 83 
Loss on disposal of tangible fixed assets 14 10 
Amortisation
Licence fees and patents 21 15
Trademarks and brands 39 -
Business process know-how 69 -
Customer relationships 36 - 
Development costs 72 24 
Software 292 310 
Inventories
Inventory impairment 15 122 
Cost of inventories recognised as an expense (included in cost of sales) 5,556 3,333 
Repairs and maintenance expenditure on property, plant and equipment 827 432 
Research and development expenditure 419 335 
Trade receivables impairment charge/(credited) to administrative expenses 28 (56) 
Net foreign exchange differences charged/(credited) to administrative expenses 238 (221) 
Operating lease rentals:
Motor vehicles and equipment 108 233 
Land and buildings 1,092 1,026 
Services provided by the Group’s auditor and network firms
During the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditor at costs detailed
below:
2007 2006
$’000 $’000
Audit services
Fees payable to company auditor for the audit of parent company and consolidated financial statements 149 153
Non-audit services
Fees payable to the company’s auditor and its associates for other services:
Auditing of accounts of associates of the company pursuant to legislation 49 45
Other services supplied pursuant to legislation 273 -
Other services relating to taxation 318 25
All other services 56 47
845 270
Fees payable to other firms of accountants for audit services for the year ended 31 March 2007 amounted to $41,000 (2006: $nil).
Other services relating to taxation include tax advisory services in connection with IVT, the 338(H)10 election allowing the
amortisation of the goodwill for US taxation purposes and the tax audit carried out by the US tax authorities.
Other services pursuant to legislation relates to work performed on the Class I circular to shareholders in respect of the acquisition 
of IVT.
Notes to the financial statements
for the year ended 31 March 2007 43 Celsis International plc Annual Report 2007
Notes to the financial statements
4 Directors’ emoluments
Detailed disclosure of Directors’ individual remuneration and share options is shown in the Remuneration Committee Report on pages 22 
to 25.
2007 2006
$'000 $'000
Aggregate emoluments 1,143 978 
Company pension contributions to money purchase schemes 115 87 
Sums paid to third parties for Directors’ services* 76 85 
Emoluments payable to the highest paid Director are as follows:
Aggregate emoluments 573 495 
Company pension contributions to money purchase schemes 70 49 
* Fees paid to Dr J Rowell are paid to a third party on his behalf.
Retirement benefits are accruing to two Executive Directors (2006: two Executive Directors) under defined contribution schemes.
There are no non-Director employees who could be classified as key personnel requiring the disclosure of their remuneration.
No Director has exercised share options during the year ended 31 March 2007.
5 Employee information
The average monthly number of persons (including Executive Directors) employed during the year was:
Group Group Company Company
2007 2006 2007 2006
Number Number Number Number 
By class of business
Supply of products and collaborations 88 56 - -
Supply of testing services 184 131 - -
272 187 - -
By functional activity
Technical 174 113 - -
Commercial 18 8 - -
Administration and support 80 66 - -
272 187 - -
2007 2006 2007 2006
Employees $'000 $'000 $'000 $'000
Staff costs (for the above persons)
Wages and salary costs 17,026 11,050 - -
Social security costs 2,245 1,232 - -
Pensions 431 291 - - 
19,702 12,573 - -
6 Interest payable and similar charges
2007 2006
$'000 $'000 
Bank loans and overdrafts 636 10 
Finance leases 51 14 
687 24  Celsis International plc Annual Report 2007 44
Notes to the financial statements
7 Profit for the financial year
As permitted by section 230 of the Companies Act 1985, the Company’s profit and loss account has not been included in these financial
statements.  The Company’s profit after taxation was $525,000 (2006: $4,855,000). 
8 Income tax 2007 2006
$'000 $'000
(a) Tax on loss on ordinary activities
Current taxation
Under provision of UK taxation charge at 30% (2006: 30%) in respect of prior years - 81
Overseas taxation charge for current year 673 490 
Overseas taxation (credit)/charge for prior years (36) 16 
Deferred taxation
Origination and reversal of timing differences (see note 21) 2,103 2,014
Over provision in respect of prior years (see note 21) (7) -
2,733 2,601
(b) Factors affecting tax charge for the year
Profit on ordinary activities before tax 8,654 7,204 
Profit on ordinary activities multiplied by the rate of UK corporation tax of 30% (2006: 30%) 2,596 2,161 
Effects of
Differences between capital allowances and depreciation (2,165) (1,948)
Income not subject to tax (100) (10)
(Over)/under provision in respect of prior year (43) 101 
Tax rate adjustment 342 283 
Movement in deferred tax 2,103 2,014 
2,733 2,601
(c) Factors affecting future tax charge
There are gross unutilised corporation tax losses within the Group at 31 March 2007 amounting to approximately $3,300,000 
(2006: $3,300,000) available for offset against profits of the Company and European subsidiaries.  Deferred tax amounting to $173,000
has been credited directly to equity (2006: Nil).
9 Dividends
2007 2006
$'000 $'000 
No dividend paid (2006: 5.13c) per ordinary share - 1,150 
10 Earnings per ordinary share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number 
of ordinary shares outstanding during the year, excluding those held in the employee share trust which are treated as cancelled.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares.  The Group has two classes of dilutive potential ordinary shares: those share options granted to employees
where the exercise price is less than the average market price of the company’s ordinary shares during the year and the contingently
issuable shares under the group’s long term incentive plan.  At 31 March 2007, some of the performance criteria for the vesting of the
awards under the incentive scheme had been met.  The corresponding shares in question have consequently been included in the diluted
EPS calculation.
Notes to the financial statements
for the year ended 31 March 2007 45 Celsis International plc Annual Report 2007
Notes to the financial statements
Reconciliation of the earnings and weighted average number of shares used in the calculation are set out below:
2007 2006
Basic earnings per share - weighted average number of shares 22,083,054 22,148,577 
Dilutive impact of share options outstanding 442,502 226,067 
Diluted earnings per share - weighted average number of diluted shares 22,525,556 22,374,644 
Earnings per Ordinary Share 2007 2006
Basic earnings per ordinary share 26.81c 20.78c
Diluted earnings per ordinary share 26.29c 20.57c
Earnings per share are calculated by dividing the profit after tax of $5,921,000 (2006: $4,603,000) by the weighted average number 
of shares in issue during the year.  Diluted earnings per share are calculated by dividing the profit after tax of $5,921,000 
(2006: $4,603,000) by the weighted average number of diluted shares.
Pre-tax earnings per Ordinary Share 2007 2006
Basic earnings per share 39.19c 32.53c
Diluted earnings per share 38.42c 32.20c
Earnings per share are calculated by dividing the profit before tax of $8,654,000 (2006: $7,204,000) by the weighted average number
of shares in issue during the year.  Diluted earnings per share are calculated by dividing the profit before tax of $8,654,000 
(2006: $7,204,000) by the weighted average number of diluted shares.
11 Goodwill and other intangible assets
Group
Group Group business Group Comp- Comp- Comp-
licence trade process customer Group  any any any  Comp-
Group fees/ marks/ know-relation-develop- Group Group licence tradedevelop- any
goodwill patents brands how ships ment software total fees marks ment total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cost
At 1 April 2006 1,448 278 81 - - 1,421 2,507 5,735 65 81 389 535 
Acquisitions - through 
business combination 24,527 27 1,702 500 205 - 88 27,049 ----
Acquisitions 
- separately acquired ---- - 405 162 567 - - 356 356 
Additions 
- internally generated - - 4 - - 314 - 318 - 4 - 4 
Exchange differences - 23 ---- 177 200 ----
At 31 March 2007 25,975 328 1,787 500 205 2,140 2,93433,869 65 85 745 895
Amortisation
At 1 April 2006 305 165 43 - - 241,841 2,378 - 43 - 43 
Charge - 21 39 69 36 72 292 529 ----
Exchange differences - 17 ---- 150 167 ----
At 31 March 2007 305 203 82 69 36 96 2,283 3,074 - 43 - 43 
Net book value
At 31 March 2007 25,670 125 1,705 431 169 2,044 651 30,795 65 42 745 852
At 31 March 2006 1,143 113 38 - - 1,397 666 3,357 65 38 389 492  Celsis International plc Annual Report 2007 46
Notes to the financial statements
Comp- Comp- Comp-
Group Group Group  any any any  Comp-
Group licence tradedevelop- Group Group licence tradedevelop- any
goodwill fees marks ment software total fees marks ment total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cost
At 1 April 2005 1,448 228 43 504 2,563 4,786 - 43 - 43 
Acquisitions 
- separately acquired - 65 38 389 75 567 65 38 389 492 
Additions 
- internally generated - - - 528 - 528 - - - - 
Exchange differences - (15) - - (131) (146) ----
At 31 March 2006 1,448 278 81 1,421 2,507 5,735 65 81 389 535
Amortisation
At 1 April 2005 305 160 43 - 1,635 2,143 - 43 - 43 
Charge - 15 - 24 310 349 ----
Exchange differences - (10) - - (104) (114) ----
At 31 March 2006 305 165 43 24 1,841 2,378 - 43 - 43 
Net book value
At 31 March 2006 1,143 113 38 1,397 666 3,357 65 38 389 492
At 31 March 2005 1,143 68 - 504 928 2,643 - - - - 
2007 2006
The amortisation expense is charged to $'000 $'000
Sales & marketing expenses 221 208 
Administrative expenses 157 4 
Research & development expenditure 151 137 
529 349 
Impairment tests for goodwill
The carrying amount of goodwill is allocated by Cash Generating Unit according to geographical segment as follows:
2007 2007 2006
Rapid In Vitro 2007 Rapid 2006
Detection Technologies Total Detection Total
Goodwill $'000 $'000 $'000 $'000 $'000
Europe 741 5,228 6,659 741 741
The Americas 367 19,299 16,703 367 367
Asia and rest of the world 35 - 2,308 35 35
1,143 24,527 25,670 1,143 1,143
The recoverable amounts of the cash generating units are determined using pre-tax cash flow projections on financial budgets approved by
management for the following financial year.
Cash flows beyond this period are extrapolated using the estimated growth rates stated opposite.  
Notes to the financial statements
for the year ended 31 March 2007 47 Celsis International plc Annual Report 2007
Notes to the financial statements
Principal assumptions used for calculating values as at 31 March 2007 are: Revenue Revenue
growth growth
Rapid In Vitro Discount
Assumptions Detection Technologies rate
Years 1 to 5
Europe 5% 15% 10%
The Americas 5% 15% 10%
Asia and rest of the world 5% 15% 10%
Years 5 to 10
Europe 5% 10% 10%
The Americas 5% 10% 10%
Asia and rest of the world 5% 10% 10%
Beyond 10 years
Europe 5% 3% 10%
The Americas 5% 3% 10%
Asia and rest of the world 5% 3% 10%
The annual impairment test has not identified any impairment required in the carrying value of goodwill.
Sensitivity analysis
If the estimated pre-tax discount rate applied to the discounted cash flows of In Vitro Technologies had been 50% higher than management’s
estimates (for instance 15% instead of 10%), the group would still not have recognised any impairment of goodwill as the net present value
of net future cash flows would still be higher than the goodwill carrying value.
2007 2006
Separately acquired intangible assets $'000 $'000
I.B.I Project 327 389 
UMBA Project 78 -
405 389 
These two projects are on-going development projects.  The amortisation of these assets will only start at the commercial launch of the
corresponding product and the useful life will be ten years.
Internally-generated intangible assets - product research and development
Development expenditure on new or substantially improved products and manufacturing methods has been capitalised during the year for
an amount of $314,000 (2006: $528,000) and as some of these projects are on-going projects, amortisation through the expected useful
life of the product or improved method concerned will only start during 2007-2008 or subsequent years.  Capitalisation commences from
the point at which the technical feasibility and commercial viability of the product can be demonstrated and the Group is satisfied that it is
probable that future economic benefit will result from the product once completed.
Amounts capitalised in respect of internally generated intangible assets - Research and Development are as follows:
2007 2006
Amounts capitalised $'000 $'000
Reagent development 193 216 
Instrument development 72 254 
Manufacturing development 49 58 
314 528  Celsis International plc Annual Report 2007 48
Notes to the financial statements
12 Property, plant and equipment 2007 2007
Leasehold Plant & 2007
Improvements machinery Total 
$'000 $'000 $'000
Cost
At 1 April 2006 2,167 9,282 11,449 
Additions - through business combination 63 720 783 
Additions 128 2,176 2,304 
Exchange differences - 461 461 
Disposals - (42) (42)
At 31 March 2007 2,358 12,597 14,955 
Depreciation
At 1 April 2006 1,065 5,732 6,797 
Charge 244 1,300 1,544 
Exchange differences - 374 374 
Disposals - (28) (28)
At 31 March 2007 1,309 7,378 8,687 
Net book value
At 31 March 2007 1,049 5,219 6,268 
At 31 March 2006 1,102 3,550 4,652 
The net book value of tangible fixed assets included within plant and machinery includes an amount of $1,136,000 (2006: $717,000) in
respect of assets held under finance leases.  The Company has no tangible fixed assets.
2006 2006
Leasehold Plant and 2006
improvements machinery Total
$’000 $’000 $’000
Cost
At 1 April 2005 1,822 7,865 9,687
Additions 346 1,744 2,090
Exchange differences - (80) (80)
Disposals (1) (247) (248)
At 31 March 2006 2,167 9,282 11,449
Depreciation
At 1 April 2005 871 4,978 5,849
Charge 194 1,015 1,209
Exchange differences - (23) (23)
Disposals - (238) (238)
At 31 March 2006 1,065 5,732 6,797
Net book value
At 31 March 2006 1,102 3,550 4,652
At 31 March 2005 951 2,887 3,838
Notes to the financial statements
for the year ended 31 March 2007 49 Celsis International plc Annual Report 2007
Notes to the financial statements
13 Investments Company Company
Investment in subsidiary undertakings 2007 2006
$'000 $'000
Cost
At 1 April 25,280 25,280 
Additions 16,000* - 
At 31 March 41,280 25,280 
Provision for diminution in value
At 31 March 9,214 9,214 
Net book value:
At 31 March 32,066 16,066 
* To allow Celsis Holdings Inc to acquire 100% of the share capital of In Vitro Technologies, the share capital of Celsis Holdings Inc has
been increased to $16 million in July 2006 and this share capital increase has been entirely subscribed by Celsis International plc.
The Company’s principal trading subsidiaries, all 100% held, are as follows:
Country of registration
Name of undertaking or incorporation Description of shares held
Celsis Limited* England and Wales 47,000,000 1p ordinary shares
CelC SARL† France 3,727 € 15 shares
Celsis International GmbH** (formerly ConCell GmbH) Germany 50,000 € 0.5113 ordinary shares
Celsis International BV** (formerly Lumac BV) Netherlands 500 € 453.78 ordinary shares
Celsis Inc.‡ USA 1,000 US$1 common shares
Celsis Laboratory Group (New Jersey) Inc.‡ USA 200 shares, no par value
Celsis Laboratory Group (St Louis) Inc.‡ USA 1,000 US$1 common shares
Celsis In Vitro Inc ‡ USA 143,708 US $0.01 common shares
Celsis In Vitro Gmbh ‡‡ Germany 25,000 € 1 common shares
* Held directly by the Company.
† Wholly owned by Celsis Limited and Celsis Europe BV, a wholly owned non-trading subsidiary of the Company.
** Wholly owned by Celsis Europe BV, a wholly owned non-trading subsidiary of the Company.
‡ Wholly owned by Celsis Holdings Inc., a wholly owned non-trading subsidiary of the Company.
‡‡ Wholly owned by Celsis In Vitro Inc.
The principal business activity of the Celsis Laboratory Group companies is the supply of contract testing services.  
The principal business activities of Celsis Limited, Celsis International BV, CelC Sarl, Celsis International GmbH and Celsis Inc. are
the development, manufacture, supply and distribution of rapid diagnostic and monitoring systems for use in the detection and measurement
of low level microbial contamination in a wide range of manufacturing processes and end products.
The principal business activities of Celsis In Vitro Inc and Celsis In Vitro GmbH is the supply of products and services to R&D
departments of Pharmaceutical and Biopharmaceutical industries to allow them to perform ADME-Tox in vitro testing with cryopreserved
tissues or to help them carry out drug development projects.
All of these companies operated principally in their country of registration or incorporation and all have been consolidated in these
Group financial statements. Celsis International plc Annual Report 2007 50
Notes to the financial statements
14 Inventory 2007 2006
Group $'000 $'000 
Raw materials and consumables 2,100 1,663 
Work-in-progress 23 6 
Finished goods and goods for resale 5,271 1,144  
7,394 2,813 
Inventory impairment expense 15 122 
The Company has no inventory.
15 Trade and other receivables
Group Group Company Company
2007 2006 2007 2006
$'000 $'000 $'000 $'000
Current
Trade receivables 8,150 6,265 100 100 
Less: Provision for impairment of receivables (38) (10) (100) (100)
Trade receivables - net 8,112 6,255 - -
Amounts owned by subsidiary undertakings - - 717 708
Corporation tax recoverable - 33 - -
Other receivables 1,296 774 - -
Prepayments and accrued income 544 382 49 193 
Current tax asset - 1,792 - -
9,952 9,236 766 901 
Non-current
Amounts owed by subsidiary undertakings - - 13,743 -
Other receivables 54 13 - -
Prepayments and accrued income 15 10 - -
69 23 13,743 -
10,021 9,259 14,509 901 
16 Current liabilities
Group Group Company Company
2007 2006 2007 2006
$'000 $'000 $'000 $'000
Trade and other payables
Trade payables 2,706 2,168 - -
Amounts due to related parties (see note 28) 15 13 -
Obligations under finance leases 153 97 - -
Corporation tax 186 - - -
Other taxation and social security 832 410 - -
Other payables 165 - - -
Accruals and deferred income 2,391 2,826 183 146 
6,448 5,514 183 146 
Notes to the financial statements
for the year ended 31 March 2007 51 Celsis International plc Annual Report 2007
Notes to the financial statements
17 Borrowings
This section provides information about the contractual terms of the interest-bearing loan and borrowings contracted by the Group and
Company:
Group Group Company Company
2007 2006 2007 2006
$’000 $’000 $’000 $’000
Non-current liabilities
Secured bank loan (fixed term and revolving credit) 7,964 - 7,964 -
7,964 - 7,964 -    
Current liabilities
Secured bank loan (fixed term)                                         1,596 - 1,596 -
Acquired bank loan on business combination                       8 - - -
1,604 - 1,596 -
9,568 - 9,560 -
Borrowings at 1 April - - - -
Net bank loan secured during the year 13,188 - 13,188 -
Bank loans acquired during the year on business combination                              172 - - -
Repayments                                                                       (3,964) - (3,800) -
Accretion of loan arrangement fees 72 - 72 -
Accrued interest 100 - 100 -
Borrowings at 31 March                                                                          9,568 - 9,560 - 
As at 31 March 2006, Celsis International plc had no borrowings.  On 20 July 2006, Celsis International plc secured an $8 million fixed
term loan of five years and a $5.5 million revolving credit facility with repayments due as disclosed below. 
The bank loan secured during the year relates to the two facilities described above, net of transaction costs of $0.31 million which
are being amortised over the expected life of the loans.  At 31 March 2007, the unamortised element amounted to $0.24 million.
The term loan and the revolving credit facility attract a maximum rate of US dollar LIBOR plus 0.90% provided that certain covenants
are met.  These covenants were met during the year ended 31 March 2007.
Each advance drawn down under the $5.5 million revolving credit facility is repayable on the last business day of each fixed term
interest period (typically one, three or six months).  As the term of the revolving credit facility is for a period of 5 years from 21 July 2006,
amounts drawn down under this facility are shown as non-current liabilities where repayments are due in greater than one year.  The interest
rate for each advance drawn under the revolving facility is fixed on the date of the advance for the agreed interest period at US dollar
LIBOR plus the premium applied to the main term facility.  The amount drawn down under the revolving credit facility at 31 March 2007
was $5.5 million.  The $8 million fixed term loan and the $5.5 million revolving credit facility are secured by a fixed and floating debenture
on the assets of the Group.
Two bank loans were acquired on the acquisition of In Vitro Technologies in July 2006.  A loan of $1.5 million was secured by IVT
in 2002 and was fully repaid in January 2007.  A second loan was secured by IVT in 2005 and will be fully repaid in June 2007.  On the
date of acquisition, the remaining unpaid balance of these two loans amounted to $0.17 million.  The loan is secured over the assets of In
Vitro Technologies and carries an interest rate which is daily adjusted one month LIBOR rate plus 250 basis points.  The balance of the loan
as at 31 March 2007 amounted to $8,000 and is shown as a current liability as repayment is due in less than one year. Celsis International plc Annual Report 2007 52
Notes to the financial statements
Term and debt repayment schedule Between Between
Less than one and two and
one year two years five years
$’000 $’000 $’000
Secured bank loan
Fixed term 1,496 1,496 968
Revolving credit facility - - 5,500
Acquired bank loan 8--
1,504 1,496 6,468
18 Other non-current liabilities
Group Group Company Company
2007 2006 2007 2006
$'000 $'000 $'000 $'000
Amounts owed to subsidiary undertakings - - 5,285* 2,522* 
Pension contributions 114 103 - -
Obligations under finance leases 983 398 - -
Other payables 11 - - -
1,108 501 5,285 2,522
* These amounts relate to intercompany loans.  Loans amounting to $4,800,000 (2006: $1,050,000) fall due on 31 March 2016 and
$200,000 (2006: $Nil) on 31 March 2017.  The remaining loans have no fixed date for repayment.  In respect of the loans with no fixed
repayment date, assurance has been obtained from the subsidiaries that no amounts will be payable within a period of one year from the
balance sheet date.
19 Finance leases
2007 2006
Group  $'000 $'000
The net finance lease obligations to which the group is committed are:
In one year or less 153 97 
Between one and two years 153 60 
Between two and five years 299 101 
Above five years 531 237 
1,136 495 
The Company has no finance leases.
20 Financial instruments
The Group purchases and issues financial instruments in order to finance its operations.  Derivative financial instruments are used to hedge
exposure to interest rates fluctuations. Group policy has been to finance its operations in overseas subsidiary companies by generating cash
through local currency sales, while surplus cash balances from overseas trading are used to finance UK central costs.  In respect of monetary
assets and liabilities held in currencies other than the US dollar, the Group ensures that the net exposure is kept to an acceptable level by
buying or selling foreign currencies at spot rates where necessary to address short term imbalances.  The principal payment liabilities of the
Group in foreign currencies are naturally hedged by trading cash flows and the Group does not take any additional hedge to mitigate its
exposure to foreign currency fluctuations.
The main risks arising from the Group’s financial instruments are credit risk, interest rate risk, liquidity risk and foreign currency risk.
The Board reviews and agrees policies for managing each of these risks and these are summarised in the Directors’ Report.  Due to the
securing of bank loan and credit facilities during the year, the policy regarding interest rate risk has been adjusted to include the hedging 
of exposure to interest rates fluctuations.
Notes to the financial statements
for the year ended 31 March 2007 53 Celsis International plc Annual Report 2007
Notes to the financial statements
Liquidity risk
The Group has fluctuations in short-term cash requirements through normal trading factors arising in both the United Kingdom and overseas
territories.  Any potential liquidity risk is mitigated by maintaining bank overdraft facilities.  In March 2007, the Group had no unsecured
overdraft facility (2006: Nil).
Credit risk
The credit risk on derivative financial instruments is very limited as the counterparties are banks with high credit ratings assigned by
independent international credit rating companies.
Interest rate risk
Hedging
The Group has adopted a policy of ensuring that at least 50% of its exposure to changes in interest rates on fixed term and revolving credit
borrowings are hedged.  During the year, the Group has entered into a three year interest rate swap to hedge changes in cash flows due to
changes in interest rates on its US dollar borrowings.  The fair value of the interest rate swap is not material and therefore has not been
recorded in the Group balance sheet.
Financial liabilities
All the finance leases are carried by a United States subsidiary company and are at fixed rates of interest.  The total of these 
liabilities outstanding at 31 March 2007 was $1,136,000 (2006: $495,000) with a weighted average outstanding period of 6.54 years
(2006: 1.9 years) and a weighted average interest rate of 8.77% (2006: 4%).  The maturity profile of finance leases in the United States is
shown in note 19.  See note 17 for information on borrowings.
Financial assets
The Group maintains Sterling, US dollar and Euro accounts in which all cash and bank balances are held.  The Group also invests in fixed
income short-term investments, typically 30 day and 60 day deposits in US dollars.  Cash and bank balances represent floating rate cash
held in current accounts and deposit accounts earning interest based on relevant national LIBID equivalents.
The fair value of the Group’s interest bearing cash and cash equivalents deposits is equivalent to the actual value, as they are all in
US dollars and at floating interest rates.  The fair values of other financial assets and liabilities are equivalent to their book values.
2007 2006
$'000 $'000
Cash and cash equivalents denominated in:
Sterling 116 108 
Dollars 4,996 19,920 
Euros 834 1,146 
5,946 21,174 
Fair values  
Fair value of non-derivative financial assets and financial liabilities
Primary financial instruments held or issued to finance the Group’s operations comprise:
2007 2007 2006 2006
Book Fair Book Fair
Group value value value value
Trade and other payables 6,448 6,448 5,514 5,514 
Trade and other receivables 10,021 10,021 11,309 11,309 
Cash at bank and in hand 5,946 5,946 21,174 21,174 
Borrowings 9,568 9,568 - -
Other non current liabilities 1,108  1,108  501 501 Celsis International plc Annual Report 2007 54
Notes to the financial statements
2007 2007 2006 2006
Book Fair Book Fair
Company value value value value
Trade and other payables 183 183 146 146 
Trade and other receivables 14,509 14,509 901 901 
Cash at bank and in hand 1,239 1,239 17,880 17,880
Borrowings 9,560 9,560 - -
Other non current liabilities 5,285 5,285 2,522 2,522 
Fair values of financial assets and financial liabilities
In the opinion of the Directors, there are no material differences between the fair value of the bank and cash balances and the carrying
values because of the short maturity period of these financial instruments.   
The carrying values of provisions for liabilities and charges approximate to fair value as this is the amount which would be payable
if the liability had crystallised at the balance sheet date.
21 Provision for liabilities and charges
2007 2006
Restructuring provision $'000 $'000
Group
At 1 April - 10 
Utilised in the year - (10) 
At 31 March - -
The Company has no provision for liabilities and charges.
Deferred tax
The movement in the Group’s net deferred tax (asset) is as follows:
2007 2006
$'000 $'000
At 1 April (3,842) (5,856) 
Income statement charge (see note 8) 2,096 2,014
Tax charge directly to equity (see note 22) (44) - 
Acquisition of subsidiary (see note 27) 887 -
Exchange difference (129) - 
At 31 March (1,032) (3,842) 
Notes to the financial statements
for the year ended 31 March 2007 55 Celsis International plc Annual Report 2007
Notes to the financial statements
The analysis of deferred tax (assets) and liabilities is as follows: 2007 2007 2006 2006
Amounts Amounts not Amounts Amounts not
recognised recognised recognised recognised
$'000 $'000 $'000 $'000
Group
Deferred tax assets
Tax effect of timing differences because of:
Excess of capital allowances over depreciation (429) - (217) -
Capital gains/(losses) -- 80 (86)
Short term timing differences (867) - (85) (7)
Losses (1,091) (996) (3,600) (1,041)
Other -- (20) -
(2,387) (996) (3,842) (1,134)
2007 2007 2006 2006
Amounts Amounts not Amounts Amounts not
recognised recognised recognised recognised
$'000 $'000 $'000 $'000
Group
Deferred tax liabilities
Tax effect of timing differences because of:
Fair value gains 887 - --
Goodwill 468 - --
1,355 - --
Deferred tax asset (net) (1,032) (996) (3,842) (1,134)
Company
Tax effect of timing differences because of:
Excess of capital allowances over depreciation -- --
Capital gains -- - (86) 
Short term timing differences -- - (7)
Other - losses - (122) - (83)
- (122) - (176) Celsis International plc Annual Report 2007 56
Notes to the financial statements
22 Consolidated statement of changes in shareholders’ equity at 31 March 2006
Share Currency Reserve
Share premium Treasury translation Retained arising on
capital account shares reserve earnings consolidation Total 
Group $'000 $'000 $'000 $'000 $'000 $'000 $'000
Balance at 1 April 2005 1,611 13,120 (420) 180 18,806 1,482 34,779
Movement in own shares - - (804) - - - (804) 
Profit for the year ---- 4,603 - 4,603
Dividends ---- (1,150) - (1,150)
Currency translation difference group - - - (377) - - (377) 
Share option compensation charge - gross---- 239 - 239
Balance at 1 April 2006 1,611 13,120 (1,224) (197) 22,498 1,482 37,290
Movement in own shares - - 23 - - - 23 
Profit for the year ---- 5,921 - 5,921
Currency translation difference group - - - 635 - - 635
Share option compensation charge - gross---- 419 - 419
Share option compensation charge - tax ---- 44 - 44
Balance at 31 March 2007 1,611 13,120 (1,201) 438 28,882 1,482 44,332
Share
Share premium Treasury Retained Merger
capital account shares earnings reserve Total 
Company $'000 $'000 $'000 $'000 $'000 $'000
Balance at 1 April 2005 1,611 13,120 (420) 9,900 5,320 29,531
Movement in own shares - - (804) - - (804) 
Profit for the year - - - 4,855 - 4,855 
Dividends - - - (1,150) - (1,150)
Share option compensation charge - - - 239 - 239
Balance at 31 March 2006 and 1 April 2006 1,611 13,120 (1,224) 13,844 5,320 32,671
Movement in own shares - - 23 - - 23 
Profit for the year - - - 525 - 525
Share option compensation charge - - - 419 - 419
Balance at 31 March 2007 1,611 13,120 (1,201) 14,788 5,320 33,638
Notes to the financial statements
for the year ended 31 March 2007 57 Celsis International plc Annual Report 2007
Notes to the financial statements
Retained Merger 
earnings reserve Total
Cumulative amount of goodwill written of to reserves $'000 $'000 $'000
At 1 April 2006 and at 31 March 2007 16,532 5,320 21,852
a) Accounting for Employee Share Ownership Plan (ESOP) trusts requires the own shares held through an ESOP trust to be presented
as a deduction in arriving at the Company’s shareholders’ funds.  Any gains or losses on those own shares are also reflected through
shareholders’ funds.  Own shares held through the ESOP represent 7,906 (2006: 7,906) ordinary shares of 5p in Celsis International plc
held at a market valuation of $0.98c each by CETCO Limited, as trustee of the Employee Share Ownership Trust for the purpose of
satisfying obligations under share option plans for the benefit of the Group’s employees.  These shares are listed on the London Stock
Exchange and had a value of $34,705 on 31 March 2007.  The management costs of the trust are dealt with in the Group profit and loss
account.
(b) During the year the Company disposed of 7,000 treasury shares for an amount of $23,000 to meet option exercise
requirements and has not purchased new treasury shares.
23 Share Options
Share based payments
Certain Directors of the Company and certain employees across the Group hold options to subscribe for shares in the Company at prices
ranging from 5 pence per share to 525 pence per share under share option schemes and the Performance Share Plan approved by the
shareholders and outlined in the Remuneration Report on pages 22 to 25.
The number of shares subject to options at 31 March 2007, the periods and the amounts at which they were granted and the
periods in which they may be exercised are given opposite:
Options in shares of Celsis International plc 1993 Approved Option Scheme
Number of
shares at 
Date of Exercise 31 March 
grant price 2007 Period of exercise
Outstanding options on 5p ordinary shares are as follows:
27 May 1997 525.00p 9,300 June 2000 - May 2007
10 November 1997 484.15p 4,000 November 2000 - November 2007
15 May 1998 223.30p 22,920 May 2001 - May 2008
1 December 1999 221.65p 1,000 December 2002 - November 2009
37,220 
The options are exercisable after the expiry of three years from the date of grant and cease to be exercisable 10 years after the
date of grant. Celsis International plc Annual Report 2007 58
Notes to the financial statements
Options in shares of Celsis International plc 1996 Unapproved Share Option Scheme
Number of 
shares at 
Date of Exercise 31 March 
grant price 2007 Period of exercise
Outstanding options on 5p ordinary shares are as follows:
27 May 1997 525.00p 16,700 June 2000 - May 2007
4 November 1997 484.15p 14,000 November 2000 - October 2007
15 May 1998 223.30p 56,400 May 2001 - May 2008
15 January 1999 88.30p 30,000 January 2002 - January 2009
1 December 1999 221.65p 40,000 December 1999 - November 2009
30 May 2000 205.40p 3,000 June 2003 - May 2010
24 January 2001 86.25p 155,942 January 2004 - January 2011
27 November 2001 62.10p 3,000 December 2004 - November 2011
12 July 2002 75.00p 75,000 July 2005 - July 2012
7 July 2004 163.75p 400,000 August 2007 - July 2014
24 May 2005 180.00p 20,000 May 2008 - May 2015
7 November 2005 170.50p 30,000 November 2008 - November 2015
13 June 2006 177.67p 30,000 June 2009 - June 2016
874,042 
The exercise of share options under this scheme is subject to objective performance related conditions as detailed in the Report of the
Remuneration Committee.  These are set on an annual basis in respect of the next financial year, in which case the option holder, to the
extent he satisfies these conditions, is entitled to ‘bank’ such percentage of his share options as equates to the performance achieved subject
to a maximum of one-third.  The options are exercisable after the expiry of three years from the date of grant and cease to be exercisable
10 years from the date of grant.
Options in Shares of Celsis International Plc 2005 Performance Share Plan
Number of
shares at 
Date of Exercise 31 March 
grant price 2007 Period of exercise
26 July 2005 5p 186,235 July 2008 - July 2015
26 July 2006 5p 200,876 July 2009 - July 2016
387,111 
.
The exercise of share options under this scheme is subject to objective performance related conditions as detailed in the Report of the
Remuneration Committee.  These are set in the Performance Share Plan and are a mix of Earnings per Share growth and Total Shareholder
Return growth against a benchmark based on the Techmark Mediscience Index performance.  The option holder, to the extent he satisfies
these conditions, is entitled to ‘bank’ such percentage of his share options as equates to the performance achieved subject to a maximum of
one-third.  The options are exercisable after the expiry of three years from the date of grant and cease to be exercisable 10 years from the
date of grant.
Notes to the financial statements
for the year ended 31 March 2007 59 Celsis International plc Annual Report 2007
Notes to the financial statements
Options in shares of Celsis International plc 2006 Unapproved Share Option Scheme
Number of
shares at 
Date of Exercise 31 March 
grant price 2007 Period of exercise
11 November 2006 200p 60,000 November 2009 - November 2016
60,000 
The exercise of options under this scheme is subject to certain performance related conditions.
Total number of share options outstanding 1,358,373
Fair value
Exercise of an option is subject to continued employment during the 3 years vesting period.  Options were valued using the Black Scholes
model.  The fair value per option granted and the assumptions used in the calculation for options granted are set out respectively in the
tables below.  The Company’s effective date for IFRS 2 “Share based payments” implementation is 1 April 2005 and the IFRS has been
applied to all share options granted after 7 November 2002 and which have not vested by this effective date.
Number of  
options granted  
but not vested Share
on 1 April price on
Award Grant date 2005 grant date Fair value
Unapproved 1996 7 July 2004 400,000 163.75p 58.43p 
Unapproved 1996 24 May 2005 59,000 180.00p 68.11p 
Share Plan 2005 26 July 2005 186,235 181.00p 177.81p
Unapproved 1996 7 November 2005 60,000 170.50p 64.73p
Unapproved 1996 16 June 2006 30,000 176.67p 69.51p 
Share Plan 2005 26 July 2006 200,876 165.20p 162.00p 
Unapproved 2006 7 November 2006 60,000 200.00p 84.67p
Expected 
Expected dividend Expected Risk Performance
Award Grant date term yield volatility free rate conditions
Unapproved 1996 7 July 2004 10 years Nil 12% 4% Revenue Increase
Unapproved 1996 24 May 2005 10 years Nil 6% 4.75% Revenue Increase
Share Plan 2005 26 July 2005 10 years Nil 12% 4.50% EPS & TSR
Unapproved 1996 7 November 2005 10 years Nil 12% 4.50% Revenue Increase
Unapproved 1996 16 June 2006 10 years Nil 4% 5.00% Revenue Increase
Share Plan 2005 26 July 2006 10 years Nil 18% 4.50% EPS & TSR
Unapproved 2006 7 November 2006 10 years Nil 13% 5.25% Revenue Increase
Note to assumptions:
- All participants will exercise at maturity providing they are ‘in the money’.  Any awards that are ‘underwater’ therefore lapse at maturity.
- The above expected exercise strategy is subject to the passing of performance conditions.
- The dividend yield of 0 per cent in all cases assumes an absence of dividend and policy statement on dividends at dates of grant.
- Expected volatility is a measure of the amount by which a share price is expected to fluctuate during a period.  A standard approach to
calculating volatility has been used based on the calculation of the standard deviation of the natural logarithm of share price movements. Celsis International plc Annual Report 2007 60
Notes to the financial statements
Share options
The number and weighted average exercise price of the company’s share options is as follows:
Approved Share Options Scheme 1993 2007 2006
Weighted 2007 Weighted 2006
average Number average Number
exercise price of exercise price of 
(pence) options (pence) options
Outstanding at the beginning of the year 383.34 51,088 400.97 90,461
Cancelled during the year 565.00 (13,868) 423.84 (39,373)
Outstanding at the end of the year 327.23 37,220 383.34 51,088
Exercisable at the end of the year 327.23 37,220 383.34 51,088
Unapproved Share Options Scheme 1996 2007 2006
Weighted 2007 Weighted 2006 
average Number average Number
exercise price of exercise price of
(pence) options (pence) options 
Outstanding at the beginning of the year 163.84 942,042 159.45 853,042
Cancelled during the year 220.64 (91,000) --
Exercised during the year 75.00 (7,000) 83.87 (30,000)
Granted during the year 176.67 30,000 175.21 119,000
Outstanding at the end of the year 159.09 874,042 163.84 942,042
Exercisable at the end of the year 151.08 394,042 161.89 413,042
Share Performance Plan 2005 2007 2006
Weighted 2007 Weighted 2006
average Number average Number
exercise price of exercise price of 
(pence) options (pence) options 
Outstanding at the beginning of the year 5.00 186,235 --
Granted during the year 5.00 200,876 5.00 186,235
Outstanding at the end of the year 5.00 387,111 5.00 186,235
Exercisable at the end of the year -- --
Share Performance Plan 2006 2007 2006
Weighted 2007 Weighted 2006 
average Number average Number
exercise price of exercise price of
(pence) options (pence) options
Outstanding at the beginning of the year -- --
Granted during the year 200.00 60,000 --
Outstanding at the end of the year 200.00 60,000 --
Exercisable at the end of the year -- --
The total charge relating to the fair value of the share options plans was $419,000 in 2007 (2006: $239,000).
Notes to the financial statements
for the year ended 31 March 2007 61 Celsis International plc Annual Report 2007
Notes to the financial statements
24 Called up share capital
The Company holds 386,500 (2006: 393,500) of its own shares under Treasury Shares for an aggregate value of $1,201,000 
(2006: $1,224,000).  All these shares are held for future exercise of share options by Directors or employees.
2007 2006
Nominal Nominal
2007 value 2006 value
Ordinary shares of 5p each Number $'000 Number $'000
Authorised 30,000,000 2,136 30,000,000 2,136 
Allotted, called up and fully paid
At the beginning and end of the year 22,483,044 1,611 22,483,044* 1,611 
* The share capital was consolidated on 26 August 2005 on the basis of one new 5p ordinary share for five ordinary shares of 1p.
25 Pension Commitments
Defined Contribution
The Group operates a number of defined contribution pension schemes for certain employees of the Group.  Contributions totalling
$431,000 (2006: $291,000) were payable by the Group to the schemes.  The assets of the schemes are held in independently
administered funds.  At the balance sheet date contributions of $114,000 (2006: $103,000) were included within payables.
26 Operating lease commitments - minimum lease payments
Details of those relating to the Group are as follows:
2007 2006
2007 Vehicle and 2006 Vehicle and
Property equipment Property equipment
$'000 $'000 $'000 $'000 
Within one year 1,098 162 947 160 
Later than a year and less than five years 2,784 200 1,443 163 
After five years 3,353 7 2,254 4 
7,235 369 4,644 327 
The group leases various offices under non-cancellable operating lease agreements.  The leases have various terms, escalation clauses and
renewal rights.  The group also leases vehicles and equipment under non-cancellable operating lease agreements.
The company had no operating lease commitments during the year (2006: nil).
27 Acquisition of In Vitro Technologies
On 20 July 2006 Celsis Holdings Inc acquired 100% of the share capital of In Vitro Technologies Inc and its German subsidiary In Vitro
Technologies GmbH (together ‘IVT’).  IVT manufactures and sells in ADME-tox cryopreserved in vitro tissue products and offers drug
development services to the pharmaceutical and bio-pharmaceutical industry.  IVT was acquired for a consideration of $30 million, plus the
assumption of debt and other obligations less the assumption of cash balances on the date of acquisition.  The consideration was satisfied
by the subscription of a term loan of $8 million and a revolving credit facility of $5.5 million, details of which are given in note 17 -
Borrowings.  An additional $5 million earn out clause subject to performance criteria to be achieved by 31 December 2006 has not
materialised and is now void as the performance criteria have not been met. Celsis International plc Annual Report 2007 62
Notes to the financial statements
Effect of acquisition:
The pre-acquisition carrying values and provisional fair values of the net assets acquired were:
Carrying values Fair value Provisional
pre-acquisition adjustments fair value
$'000 $'000 $'000
Assets
Property, plant and equipment 783 - 783 
Intangible fixed assets 88 2,434 2,522
Inventory 3,272 136 3,408
Trade and other receivables 1,918 25 1,943
Cash and cash equivalents 1,308 - 1,308
Trade and other payables (1,854) - (1,854) 
Other non-current liabilities (34) - (34)
Deferred tax liability - (887) (887)
Net assets acquired 5,481 1,708 7,189 
Goodwill 24,527 
Consideration including acquisition costs 31,716 
Consideration satisfied by
Cash 16,500 
Loan 13,500 
Directly attributable costs 1,716
31,716
Fair value adjustments 
The fair value calculation contains some provisional amounts which will be finalised within twelve months of the date of acquisition.  The
directors do not anticipate any substantial fluctuations between the provisional amounts and the final amounts.
An independent purchase price allocation exercise has been conducted to calculate the fair values of the intangibles assets of IVT as
at the date of acquisition.  The intangible assets acquired can be analysed as follows:
$'000
Brand 1,702 
Patents 27
Business process know how 500 
Customers contracts 205
2,434 
The goodwill is attributable to the workforce of the acquired business and the significant synergies and integration benefits of combining the
two organisations expected to arise after the Group’s acquisition of IVT.
This acquisition has provided Celsis with the opportunity to combine its offering of products and services to pharmaceutical,
biopharmaceuticals and biotechnology companies.  It enables the enlarged group to be present in the entire drug development pipeline from
pre-clinical studies to clinical phase IV and manufacturing.
The acquired business contributed revenues of $9.3 million and a net profit of $1.49 million to the group for the period from 20 July
2006 to 31 March 2007. 
Notes to the financial statements
for the year ended 31 March 2007 63 Celsis International plc Annual Report 2007
Notes to the financial statements
28 Related party transactions
The Group incurred the following costs in relation to consultancy services from related parties during the year:
2007 2006
$'000 $'000
Payments for consultancy services:
Merlin Scientific Services Ltd* 57 53 
Amounts owed at the year end:
Merlin Scientific Services Ltd 15 13 
* Merlin Scientific Services Limited is a company under the control of Sir C T Evans, a director of Celsis International plc.
29 Post balance sheet events
On 21 March 2007, the UK government announced a decrease of 2% in the UK corporation tax rate for large companies from 30% to
28%, which will have effect from 1 April 2008.  A reduction in plant and machinery capital allowances from 25% to 20% will also have
effect from the same date.  Although not material, to the financial statements, a future adjustment to the Group’s deferred tax assets will be
required in respect of the year ending 31 March 2008. Celsis International plc Annual Report 2007 64
Summary of accounts
2003 2004 2005 2006 2007
UK Gaap UK Gaap IFRS IFRS IFRS
$'000 $'000 $'000 $'000 $'000
Revenue 27,107 27,595 30,397 33,104 47,441 
Operating profit 3,976 4,600 6,024 6,600 8,929 
Interest receivable & similar income 97 263 244 628 412 
Interest payable (133) (35) (24) (24) (687)
Profit before taxation 3,940 4,828 6,244 7,204 8,654
Taxation 1,220 1,829 1,755 (2,601) (2,733)
Profit for the year 5,160 6,657 7,999 4,603 5,921 
Non-current assets 5,303 5,427 10,511 10,082 39,519 
Net current assets 13,726 22,059 24,441 27,709 15,240 
Non current liabilities (451) (277) (173) (501) (10,427)
Net assets 18,578 27,209 34,779 37,290 44,332 
Basic earnings per ordinary share 4.82c 6.04c 35.71c 20.78c 26.81c
Diluted earnings per ordinary share 4.82c 6.04c 35.42c 20.57c 26.29c
Year end rate $/£1. 1.5790 1.8400 1.8888 1.7393 1.9685 
Summary of accounts
for the five years ended 31 March 2007 65 Celsis International plc Annual Report 2007
Notice of Annual General Meeting
Notice is hereby given that the Annual
General Meeting of Celsis International plc
will be held at the offices of Numis, 
The London Stock Exchange Building, 
10 Paternoster Square, EC4M 7LT on
Thursday 26 July 2007 at 11.30am 
to transact the following business:
Ordinary business
1 To receive and adopt the financial
statements of the Company for the year 
ended 31 March 2007, together with the 
reports of the Directors and auditors.
2 To re-elect as a Director 
Jay LeCoque, who retires by rotation, 
in accordance with Article 99 of the
Company’s Articles of Association
3 To re-elect as a Director 
Christian Madrolle, who retires by rotation,
in accordance with Article 99 of the
Company’s Articles of Association
4 To re-elect as a Director 
Dr Jack Rowell, who retires according to the
Combined Code and, being eligible, offers
himself for re-election
5 To re-elect as a Director 
Sir Christopher Evans, who retires according
to the Combined Code and, being eligible,
offers himself for re-election
6 To appoint Peter Jensen as 
a Non-Executive Director
7 To appoint Nicholas Badman as 
a Non-Executive Director.
8 To approve the Directors’
Remuneration Report for the financial year
ended 31 March 2007
9 To re-appoint
PricewaterhouseCoopers LLP as Auditors 
of the Company, to hold office until the
conclusion of the next general meeting at
which accounts are laid before the Company
and that their remuneration be fixed by the
Directors.
Special business
To consider and, if thought fit, pass resolution
10 and 11 as ordinary resolutions and
resolutions 12 and 13 as special resolutions.
10 THAT pursuant to paragraph 
10 (2), Schedule 5 of the Companies Act
and without prejudice to the existing
provisions of the Articles of Association of 
the Company, the Company be authorised to
send all documents, notices and information
by electronic means (as such term is defined
in the Financial Services Authority’s
Disclosure and Transparency Rules) including
by means of a website and in all electronic
forms. 
11 THAT the Directors be and they 
are hereby generally and unconditionally
authorised in substitution for any other
authority previously conferred upon them
(save to the extent that the same may have
been exercised by the issue of relevant
securities prior to 26 July 2007 or by reason
of any offer or agreement made prior to 26
July 2007 which would or might require
relevant securities to be allotted on or after
26 July 2007) to exercise all the powers of
the Company to allot relevant securities
(within the meaning of section 80 of the
Companies Act 1985 (‘the Act’)) up to an
aggregate nominal amount of £331,246
(representing 30% of the issued share capital
of the Company as at 22 June 2007)
PROVIDED THAT this authority shall (unless
previously revoked or varied by the
Company in general meeting) expire at 
the conclusion of the next Annual General
Meeting of the Company after the passing of
this resolution, or, if earlier, on 31 October
2008 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 in
pursuance of such an offer or agreement as
if the authority conferred hereby had not
expired. 
Notice of Annual General Meeting Celsis International plc Annual Report 2007 66
Notice of Annual General Meeting
12 THAT the Directors be empowered
pursuant to section 95 of the Act to allot
equity securities (as defined in section 94 
of the Act) for cash pursuant to the general
authority conferred by resolution 8 as set out
in the notice of this meeting, and sell relevant
shares (as defined in section 94 of the Act)
held by the Company as treasury shares (as
defined in section 162A of the Act) for cash,
as if section 89(1) of the Act did not apply to
such allotment or sale, provided that this
power shall be limited to allotments of equity
securities and the sale of treasury shares:
a in connection with or pursuant to 
an offer by way of rights, open offer or other
pre-emptive offer to the holders of shares in
the Company and other person entitled to
participate therein in proportion (as nearly 
as practicable) to their respective holdings,
subject to such exclusions or other
arrangements as the Directors may consider
necessary or expedient to deal with
fractional entitlements or legal or practical
problems under the laws of any territory 
or the regulations or requirements of any
regulatory authority or any stock exchange 
in any territory; and
b otherwise than pursuant to sub-
paragraph (a) above, up to an aggregate
nominal amount of £55,207 and such
power shall expire on the conclusion of the
Annual General Meeting of the Company 
to be held in 2007 or on 31 October 2008,
whichever is the earlier, but so that the
Company may before such expiry make 
an offer or agreement which would or might
require equity securities to be allotted or
treasury shares to be sold after such expiry,
and the Directors may allot equity securities
or sell treasury shares in pursuance of such
offer or agreement as if the power conferred
by this resolution had not expired.
13 That the Company be generally 
and unconditionally authorised, pursuant 
to section 166 of the Act, to make market
purchases (as defined in section 163 of the
Act) of ordinary shares of 5p each in the
capital of the Company provided that:
a the maximum number of ordinary
shares hereby authorised to be purchased 
is 2,208,305;
b the minimum price which may be
paid for each ordinary share is 5p;
c the amount paid for each share 
shall not be more than 5% above the
average of the middle market quotation for
the Company’s ordinary shares as derived
from the Daily Official List of the London
Stock Exchange for the five business days
immediately preceding the day on which 
the ordinary share is purchased; and
d the authority herein contained share
expire on the conclusion of the later of the
Annual General Meeting of the Company 
to be held in 2008 or 31 December 2008
provided that the Company may, before such
expiry, make a contract to purchase its own
shares which would or might be executed
wholly or partly after such expiry, and the
Company may make a purchase of its own
shares in pursuance of such contract as if the
authority hereby conferred had not expired.
By Order of the Board
Christian Madrolle
Company Secretary
25 June 2007
Registered office:
Kett House, Station Road
Cambridge, CB1 2JY, UK
Notice of Annual General Meeting 67 Celsis International plc Annual Report 2007
Notice of Annual General Meeting
Notes
1 A member entitled to attend and vote
at the Annual General Meeting may appoint
one or more proxies to attend and, on a
poll, vote instead of him.  A proxy need not
also be a member of the Company.
2 A form of proxy is enclosed which,
to be effective, must be completed and
deposited with the Company’s registrars,
Capita Registrars, Proxy Processing Centre,
Telford Road, Bicester, OX26 4LD, UK not
later than 11.30am on 24 July 2007.
3 Completion and return of a form 
of proxy does not preclude a member from
attending and voting in person.
4 Copies of certain documents will 
be available for inspection at the registered
office of the Company during usual business
hours on any weekday (Saturdays and
public holidays excluded) from the date of
this notice until the date of the meeting and
will be available for inspection for at least
15 minutes prior to and during the meeting.
These will include statements of all
transactions of Directors and of their family
interests in the equity share capital of the
Company, covering the period from the
previous Annual General Meeting to the 
date of this notice and the service
agreements and any variations of the
Executive Directors. Celsis International plc Annual Report 2007 68
Financial calendar
Thursday 26 July 2007
Annual General Meeting
November 2007
Announcement of interim results for the 
six months ended 30 September 2007
June 2008
Announcement of preliminary results for 
the year ended 31 March 2008
For additional copies of this Report 
and Accounts or for any other information 
on Celsis International plc please contact
Jenny Parsons, Corporate Communications,
at Celsis International plc, Kett House, 
Station Road, Cambridge, CB1 2JY, UK.
Financial calendar Celsis International plc
Kett House, Station Road
Cambridge, CB1 2JY, UK
Telephone +44 (0) 1223 597 851
Fax +44 (0) 1223 597 985
Website celsis.com
Celsis