Omega Diagnostics Group PLC 
Annual Report and Accounts 2009
Delivering strong results www.omegadiagnostics.com
Omega Diagnostics Ltd
Formed in 1987, ODL specialises in  
infectious diseases, particularly Syphilis,  
TB and Dengue Fever.
www.omegadiagnostics.com
Omega Diagnostics Group PLC
Subsidiary Companies are Omega Diagnostics Ltd, 
Genesis Diagnostics Ltd and Cambridge Nutritional 
Sciences Ltd
Cambridge Nutritional Sciences Ltd 
Formed in 2001, CNS provides clinical  
analysis to the general public, clinics and  
health professionals as well as supplying  
the consumer Food Detective™ test.
www.cambridge-nutritional.com
Genesis Diagnostics Ltd
Formed in 1994, Genesis is one of the  
UK’s leading manufacturers of high quality  
ELISA based diagnostic kits. The Company 
specialises in the research, development  
and production of kits to aid the diagnosis  
of autoimmune and infectious diseases, and  
for the detection of immune reactions to food.
www.elisa.co.uk 
Omega Diagnostics Group PLC
Omega House
Hillfoots Business Village
Alva FK12 5DQ
Scotland
United Kingdom
T el: +44 (0)1259 763030 
Fax: +44 (0)1259 761853
Email: odl@omegadiagnostics.co.uk
GENESI S
Omega Diagnostics Group PLC Annual Report and Accounts 2009 Omega Diagnostics Group PLC is an AIM-quoted  
public company on the London Stock Exchange.  
Omega sells a wide range of products, primarily in the 
immunoassay, in-vitro diagnostics (IVD) market, through  
a strong distribution network in over 100 countries. 
Omega operates in a niche market in supplying tests  
for specific infectious diseases, autoimmune disease  
and food intolerance.
Sales £5.4m +56%
Gross profit £3.3m +76%
Gross profit 61.5%
Operating profit £573k +92%
09 £5,438k
08 £3,492k
07 £2,032k
09 £3,344k
08 £1,898k
07 £831k
09 61.5%
08 54.4%
07 40.9%
09 £573k
08 £298k
07 (£886k)
year on year ...
Nominated Adviser and Broker
Cenkos Securities Ltd
6.7.8 Tokenhouse Yard
London EC2R 7AS
Auditors
Ernst & Young LLP
Ten George Street
Edinburgh EH2 2DZ
Solicitors
Brodies LLP
15 Atholl Crescent
Edinburgh EH3 8HA
Share Registrar
Share Registrars Limited
Suite E
First Floor, 9 Lion and Lamb Yard
Farnham
Surrey GU9 7LL
PR
Wallbrook PR Ltd
4 Lombard Street
London EC3V 9HD
Country of Incorporation 
Omega Diagnostics Group PLC
England & Wales
Registered No. 5017761
Advisers 1 Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
Reported revenue up 56% and 20% like-for-like
Sales growth in established and new markets 
Operating profits almost doubled in year
Launch of new colourimetric version of the microarray technology
Launch of macroarray-based Food Detective
™
 kit into multiple territories
Overview 
01 The Highlights of 2009
02 Our Strategy
04 Global Reach
06 Investing in Technology
08 Our Key Products
10 Chairman’s Statement
 
Business Review 
12 Chief Executive’s Review
16 Financial Review
19 Board of Directors
 
Governance 
20 Directors’ Report
22 Directors’ Remuneration Report
24 Corporate Governance Report
26 Statement of Directors’ Responsibilities
 
Audit Report 
27  Independent Auditor’s Report to the 
members of Omega Diagnostics Group PLC
Financial Statements 
28 Consolidated Income Statement
29 Consolidated Balance Sheet
30  Consolidated Statement  
of Changes in Equity
31 Consolidated Cash Flow Statement
32 Company Balance Sheet
33 Company Statement of Changes in Equity 
34 Company Cash Flow Statement
35 Notes to the Financial Statements
60 Notice of Annual General Meeting
IBC Advisers
The Highlights of 2009
Strategy
Our business strategy remains unchanged. Omega aims  
to deliver organic growth from recently acquired products, 
markets and technologies. Omega will also continue  
to pursue acquisition opportunities which are earnings  
enhancing or strategically placed in major growth markets.
Read more on our 
Strategy and Growth
page 2
Growth Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
2
Our Strategy
Strategy
Omega intends to focus development on an autoimmune microarray 
and other tests within its area of expertise and to actively market  
these new products through its extensive distribution network.
Product Development
+
Distribution
Growth
=
=
Strategy
Organic Growth
+
Acquisitions
Our Strategy for Growth
strategy ...
Genesis Diagnostics Ltd
Formed in 1994, Genesis is one of 
the UK’s leading manufacturers of 
high quality ELISA based diagnostic 
kits. The Company specialises in 
the research, development and 
production of kits to aid the diagnosis 
of autoimmune and infectious diseases, 
and for the detection of immune 
reactions to food.
GENESI S
+1 33%
 Growth in sales
+ 3 2 %
 Like-for-like  
 Growth
Cambridge Nutritional Sciences Ltd 
Formed in 2001, CNS provides clinical 
analysis to the general public, clinics 
and health professionals as well 
as supplying the consumer Food 
Detective™ test.
+ 94 %
 Growth in sales
+ 1 6 %
 Like-for-like  
 Growth
Omega Diagnostics Ltd
Formed in 1987, ODL specialises 
in infectious diseases, particularly 
Syphilis, TB and Dengue Fever.
+10%
 Growth in sales
+10%
 Like-for-like  
 Growth
+56%
 Growth in sales 3 Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
Key Performance Indicators (KPIs)
The following KPIs measure the growth of the business on a full like-for-like basis.   
1   Drive sales  
growth in  
key markets
Our Strategy in action
The Group has grown sales  
in its top three export markets. 
Key Performance Indicators (sales)
 £635,277 09 +22%
08 £521,257
Spain
09 +29% £437,102
08 £338,797
Australia
08 £326,867
09 +14% £371,478
Italy
2   Drive sales  
growth of  
microarray  
and macroarray 
platforms
The Group has grown sales of  
its Genarrayt™ assay following  
roll-out into new markets. 
Patient tests
3,151 09 +55%
2,032 08
09 +35% £573,598
08 £424,164
Genarrayt™ kit sales (Microarray platform)
09 +100% £146,359
08 (Nil)
Genarrayt™ instrument sales (Microarray platform)
Working
The Group has grown sales of its  
Food Detective™ kit overseas to  
the professional nutritionist market. 
Patient tests
13,392 09 +134%
5,732 08
09 +45% £314,057
Food Detective™ kit sales (Macroarray platform)
08 £216,958
The Group has grown sales of its 
Foodprint™ assay service offering 
tests on over 200 foods. 
Patient tests
2,331 09 +47%
1,587 08
09 +37% £246,095
Foodprint™ service sales (Microarray platform)
08 £179,381
2
1
4
3
Product Group Breakdown
1
2
£2,262k
(2008: £964k)
Food intolerance
£1,832k
(2008: £1,590k)
Infectious disease
34%
41%
13%
12%
3
4
£717k
(2008: £634k)
Other
£627k
(2008: £303k)
Autoimmune disease Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
4
Global Reach
We have extensive distribution coverage  
in over 100 countries with new coverage  
for the professional nutritionist markets.
Global Sales £5.4m
Global Growth +56%  
 Headline 
+20% 
Like-for-like
Where are our future Key Markets?
•	 	 Mi cr o arr a y 	 t es t 	 f or 	 f oo d 	 i n t oler an ce 	 n o w 	 bei n g 	 e v al ua t ed	 
in 10 countries
• 	 	 	 N e w 	 a u t o i m m u n e 	 m i c r o a r r a y 	 a s s a y 	 u n d e r 	 d e v e l o p m e n t	 
for release in 2009/2010
•	 Ma cr o arr a y 	 t es t s 	 f or 	 f oo d 	 i n t oler an ce 	 bei n g 	 s ol d 	 a cr o ss	 
Europe into professional nutritionist markets
£157k +80%
(North America)
£363k -3%
(South/Central America)
globally ...
09  £5,438k
08 Headline £3,492k
08 Like-for-like £4,543k 5 Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
Distribution network
•
 All country distribution
 
 Microarray distribution
 
 Macroarray distribution
 Growing
£1,023k +15%
(Africa and Middle East)
£1,212k +27%
(Asia and Far East)
£2,683k +20%
(UK and Europe)
What is microarray 
technology?
page 7 Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
6
Investing in Technology
technology ...
Arrayjet Marathon printer 7 Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
Advancing
Microarrays
The Marathon Inkjet Microarrayer, as used for 
t h e	 p r o d u c t i o n	 o f	 G e n a r r a y t ™	 k i t s ,	 l e v e r a g e s	
modern inkjet technology to produce high 
quality microarrays in high throughput.  
The piezoelectric print head, when combined 
with Arrayjet’s proprietary JetSpyder™ 
s a m p l e r ,	 e n a b l e s	 c o m p a r a t i v e l y	 l o w	 v o l u m e s	
of protein probes to be aspirated into the 
print head, which then prints microarrays at 
speed and on-the-fly. The JetSpyder™ and 
print head are installed in a high precision, 
scalable robotics platform which is also 
modular, with upgrades including increased 
capacity for microtitre plates and microarray 
slides. The Marathon Inkjet Microarrayer 
p r o v i d e s	 m u c h	 i n c r e a s e d	 c a p a c i t y	 f o r	
p r o d u c t i o n	 a n d	 d e v e l o p m e n t	 p u r p o s e s. Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
8
Our Key Products
What are infectious diseases?
I n f e c t i o u s 	 d i s e a s e s 	 a r e 	 c l i n i c a l l y 	 e v i d e n t 	 d i s e a s e s 	 t h a t 	 r e s u l t 	 f r o m 	 t h e 	 p r e s e n c e	 
o f 	 in f ect ious 	 a gen t s 	 such 	 as 	 micr obial 	 a gen t s, 	 incl uding 	 vi ruses, 	 b a ct eria , 	 fungi ,	
protozoa, multicellular parasites, and aberrant proteins known as prions. 
Product information 
B r u c e l l o s i s ; 	 C h a g a s 	 D i s e a s e ; 	 C h l a m y d i a ; 	 D e n g u e 	 V i r u s ; 	 H e p a t i t i s 	 B ; 	 H e r p e s ; 	 R o t a v i r u s ;	
Staphylococcus; Streptococcal Disease; Syphilis; Tuberculosis and Typhoid.
Gastritis and tests for Pseudomonas aeruginosa bacteria, significant in hospital  
acquired infections.
What is food intolerance?
F ood 	 in t oler ance 	 i s 	 an 	 a dv erse 	 r ea ct ion 	 t o 	 some 	 sor t 	 o f 	 f ood 	 or 	 ingr edien t 	 t ha t	 
o c c u r s 	 e v e r y 	 t i m e 	 t h e 	 f o o d 	 i s 	 e a t e n , 	 b u t 	 p a r t i c u l a r l y 	 i f 	 l a r g e r 	 q u a n t i t i e s 	 a r e 	 c o n s u m e d .	
Common offenders include milk products, wheat and other grains that contain gluten.
Product information 
Tests patients for reactions to different foods. 
What are autoimmune diseases?
A u t o i m m u n e 	 d i s e a s e s 	 a r i s e 	 f r o m 	 a n 	 o v e r a c t i v e 	 i m m u n e 	 r e s p o n s e 	 o f 	 t h e 	 b o d y 	 a g a i n s t	
substances and tissues normally present in the body i.e. the body attacks its own cells. 
Product information
Ana emia ; 	 Cel ia c 	 Di sease ; 	 Cr ohn ’ s 	 Di sease ; 	 Connect iv e 	 Ti ssue 	 Di seases ; 	 Liv er 	 Di sease ;	
Microarterial Diseases; Thrombotic Disease; Thyroid Disease; Vasculitis; Renal Disease.
Infectious Disease
Food Intolerance
Autoimmune Disease
PRODUCT INFORMATION
PRODUCT INFORMATION
PRODUCT INFORMATION
The Group provides high-quality diagnostic products  
to hospitals, clinics and laboratories in over one hundred  
countries – promptly delivered and competitively priced.  9 Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
Our Products across the globe
• India • Brazil • Bangladesh  
• Iran • South Africa
Total Sales £1,832k
Total Sales £2,262k
Total Sales £627k
Our Products across the globe
• Italy • Australia • Spain  
• UK • Cyprus
Our Products across the globe
• Iran • Italy • Australia • UK
Infectious Disease
Food Intolerance
Autoimmune Disease
Infectious diseases
•	 W HO 	 es t i ma t es 	 t her e 	 ma y 	 be 	 5 0 	 m i l l i on	
dengue	 infections	 worldwide	 every	 year
• 	 I t 	 i s 	 e s t i m a t e d 	 t h a t 	 1 . 6 	 m i l l i o n 	 d e a t h s	
result ed	 from	 TB	 in	 2005
• 	 I t 	 i s 	 e s t i m a t e d 	 t h a t 	 1 2 	 m i l l i o n 	 n e w 	 c a s e s	 
of	 syphilis	 occur	 every	 year
Autoimmune diseases
• 	 8 0 	 o r 	 mo r e 	 c hr o nic 	 di s a b i l i ty 	 di se a ses
•	 A f f ect s 	 ~ 	 5 % 	 E ur opean/U S 	 p op u la t i on
•	 	 T o t al 	 E ur opean 	 mark e t 	 f or 	 t es t s 	 wor t h	
US$440m	 in	 2004
•	 	 T o t al 	 E ur opean 	 mark e t 	 p r ed i ct ed 	 t o 	 r ea ch	
almost	 US$ 7 00m	 by	 20 1 1
Food intolerance
•	 	 E s t i ma t ed 	 t ha t 	 ar o un d 	 4 5 % 	 o f 	 UK	
po p ul a t io n 	 a d v e r se l y 	 a f f e c t e d 	 b y 	 f o od
•	 C as es 	 o f 	 f oo d 	 i n t oler an ce 	 ri si n g
• 	 	 C u s t o m e r s 	 a r e 	 N u t r i t i o n i s t s 	 a n d	 
general public Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
10
Chairman’s Statement
Dear Shareholder
I am pleased to report that the Group has  
made sustained progress in the year with  
growth in turnover and profitability across  
the Group.
David Evans 
Non-executive Chairman 
6 July 2009
Strategy
The acquisition of Genesis Diagnostics (‘Genesis’) and Cambridge 
Nu t r it i ona l 	 S cie nc e s 	 ( ‘ CNS ’ ) 	 ha s 	 suc c e s sf u ll y 	 f u lf ille d 	 one 	 o f 	 o ur	
strategic aims of acquiring profitable companies with complementary 
products	 that	 drive	 grow th.	 T urnover	 has	 increased	 across	 all	 group	
div isions 	 a nd 	 in 	 most 	 o f 	 t he 	 r e gions 	 we 	 se ll 	 t o 	 a r ound 	 t he 	 wor ld . 	 T he	
Group has been able to make good use of its expanded distribution 
net w or k 	 in 	 achie v ing 	 t he 	 r oll-ou t 	 o f 	 t he 	 G e na r ra y t
™
 food intolerance 
assay	 where	 systems	 have	 been	 placed	 in	 a	 number	 of	 countries	 for	
evaluation	 purposes	 and	 there	 has	 also	 been	 some	 cross-selling	 of	
t he 	 e sta blis he d 	 G e ne sis 	 au t oimm une 	 a nd 	 O m e g a 	 D iagnost i c s 	 L im it e d	
( ‘ O D L ’ ) 	 i n f e c t i o u s 	 d is e a s e 	 t e s t s 	 i n t o 	 t h e 	 e x p a n d e d 	 n e t w o r k . 	 T h r o u g h	 
its	 increased	 sales	 and	 marketing	 resource,	 new	 distributors	 have	 
a lso 	 b e e n 	 a p p oin t e d 	 in 	 m u lt iple 	 t e r r it or ie s 	 f or 	 t he 	 F o o d 	 D e t e ct i v e
™
 
consumer	 test.	 Key	 to	 continued	 organic	 grow th	 will	 be	 the	 deliver y	 
of new products utilising the microarray and macroarray platforms  
and	 development	 activity	 continues	 with	 this	 aim	 in	 mind.
A planned acquisition last year had to be aborted as it was not 
possible to raise sufficient funds in deteriorating financial markets 
t o	 m e e t	 t h e	 v e n d o r s ’	 p r i c e	 e x p e c t a t i o n s.	 T h e	 G r o u p	 h a s	 i n c u r r e d	
a n	 e x c e p t i o n a l	 c o s t	 o f	 £ 8 0 k	 i n	 r e l a t i o n	 t o	 t h i s	 a b o r t e d	 t r a n s a c t i o n .	
W h i l s t	 t h i s	 m a y	 b e	 s e e n	 a s	 d i s a p p o i n t i n g ,	 t h e	 G r o u p	 s t i l l	 b e l i e v e s	 
that acquisition opportunities exist which are capable of being 
funded and the Board continues to pursue this aspect of its strategy 
a s	 a	 v i a b l e	 wa y	 o f	 a c h i e v i n g	 g r o w t h	 f o r	 t h e	 G r o u p	 a n d	 i n c r e a s i n g	
s h a re h o l d e r	 val ue.
Financial
T h e	 r e s u l t s	 f o r	 t h e	 y e a r	 i n c l u d e	 a	 f u l l	 t we l v e	 m o n t h s	 f o r	 G e n e s i s	
a n d	 C N S,	 a l b e i t ,	 t h e	 c o m p a r a t i v e s	 o n l y	 i n c l u d e	 s e v e n	 m o n t h s	 i n	
t h e	 p r i o r	 y e a r	 t o	 3 1	 M a r c h	 2 0 0 8.
T u r n o v e r	 f o r	 t h e	 G r o u p	 i n c r e a s e d	 t o	 £5 . 4	 m i l l i o n	 ( 2 0 0 8 :	 £ 3 . 5	 m i l l i o n )	
a n	 i n c r e a s e	 o f	 5 6 %	 r e f l e c t i n g	 t h e	 t we l v e	 m o n t h	 c o n t r i b u t i o n	 f r o m	
G e n e s i s	 a n d	 C N S .	 H o we v e r ,	 i t	 i s	 p a r t i c u l a r l y	 p l e a s i n g	 t o	 r e p o r t	
u n d e r l y i n g	 l i k e - f o r - l i k e	 g r o w t h	 i n	 t u r n o v e r	 o f	 2 0 %	 d e s p i t e	 d i f f i c u l t	
economic conditions.
T h e	 G r o u p	 a c h i e v e d	 a n	 E B I T D A	 b e f o r e	 e x c e p t i o n a l	 i t e m s	 o f	
£ 9 1 5 k	 ( 2 0 0 8 :	 £ 4 1 7 k )	 a n d	 o p e r a t i n g	 p r o f i t	 b e f o r e	 e x c e p t i o n a l	
i t e m s	 i n c r e a s e d	 t o	 £ 6 5 3 k	 ( 2 0 0 8 :	 £ 29 8 k ) ,	 a g a i n	 w i t h	 t h e	 b e n e f i t	
o f	 a	 f u l l	 y e a r	 f r o m	 G e n e s i s	 a n d	 C N S .
In terms of our results as compared to the external market forecast,  
t he 	 Gr oup 	 a chie v ed 	 an 	 a dj us t ed 	 pr o fit 	 be f or e 	 t a x 	 o f 	 £5 3 1 k 	 ( 2 008 : 	 £ 82 k ) .	
This	 figure	 is	 arrived	 at	 by	 taking	 headline	 profit	 before	 tax	 of	 £26 7k	 and	
then adding back analyst-adjusted items including IFRS-related net 
discount	 charges	 of	 £ 7k,	 exceptional	 costs	 of	 £80k,	 amortisation	 of	
intangible	 assets	 of	 £99k	 and	 share-based	 payment	 charges	 of	 £ 7 8k.	
As such, these results are in line with the external market forecast.
N e t	 f i n a n c e	 c o s t s	 h a v e	 i n c r e a s e d	 t o	 £ 3 0 6 k	 ( 2 0 0 8 :	 £ 1 7 5 k ) ,	 m a i n l y	
a s	 a	 r e s u l t	 o f	 a	 t r a n s l a t i o n	 l o s s	 o n	 U S	 d o l l a r	 b o r r o w i n g s ,	 g i v e n	 
t h e	 we a k e n i n g	 o f	 s t e r l i n g	 a g a i n s t	 t h e	 U S	 d o l l a r	 o v e r	 t h e	 c o u r s e	 
of the year. 
P r o f i t	 a f t e r	 t a x	 a m o u n t e d	 t o	 £ 22 1 k	 ( 2 0 0 8 :	 £ 2 3 8 k )	 w h i c h	 r e s u l t e d	
i n	 e a r n i n g s	 p e r	 s h a r e	 o f	 1 . 4p	 v e r s u s	 e a r n i n g s	 p e r	 s h a r e	 o f	 2 . 4p	
i n	 t h e	 p r e v i o u s	 y e a r .	
Balance sheet
T h e	 G r o u p	 h a s	 i n t a n g i b l e	 a s s e t s	 o f	 £ 4 . 9	 m i l l i o n	 ( 2 0 0 8 :	 £5 . 1	 m i l l i o n )	
at the year-end comprised of goodwill of £3.1 million and intangible 
a s s e t s	 o f	 £ 1 .8	 m i l l i o n ,	 s e p a r a t e l y	 i d e n t i f i e d	 i n	 l i n e	 w i t h	 c u r r e n t	 I F R S .	
T h e	 G r o u p	 h a s	 p e r f o r m e d	 a n	 i m p a i r m e n t	 r e v i e w	 u n d e r	 c u r r e n t	
a c c o u n t i n g	 s t a n d a r d s	 a n d	 i s	 c o m f o r t a b l e	 w i t h	 t h e	 c a r r y i n g	 v a l u e	 
o f	 i t s	 i n t a n g i b l e	 a s s e t s	 g i v e n	 t h e	 g r o w t h	 a n d	 r e s u l t s	 f o r	 t h e	 y e a r	 
just ended. 11 Overview Annual Report and Accounts 2009
www.omegadiagnostics.com
N e t	 d e b t	 ( t o t a l	 b o r r o w i n g s	 l e s s	 c a s h )	 r e d u c e d	 t o	 £ 1 . 6 4	 m i l l i o n	 f r o m	
£ 1 . 7 5	 m i l l i o n ,	 d e s p i t e	 t h e	 t r a n s l a t i o n	 l o s s	 o n	 c u r r e n c y	 b o r r o w i n g s	
r e f e r r e d	 t o	 a b o v e	 w h i c h	 a m o u n t e d	 t o	 £ 0 . 1 9	 m i l l i o n .
Research and development
T h e	 G r o u p	 s u c c e s s f u l l y	 d e v e l o p e d	 a n	 i m p r o v e d	 v e r s i o n	 o f	 t h e	
Genarrayt
™
 microarray system for food intolerance which allows 
laboratories to use significantly cheaper instrumentation to interpret 
r e s u l t s.	 T h i s	 h a s	 h e l p e d	 t h e	 r o l l - o u t	 o f	 t h i s	 a s s a y	 f o r	 e v a l u a t i o n	
p u r p o s e s	 w h i c h	 I	 h a v e	 r e f e r r e d	 t o	 e a r l i e r	 a n d	 w h e r e	 e n h a n c e d	
customer acceptance is expected as a result. The Group will 
continue to direct a large part of its effort in broadening the range 
of tests that can be performed on the microarray platform where 
t h e	 i m m e d i a t e	 p r i o r i t y	 e x i s t s	 t o	 d e v e l o p	 a	 p a n e l	 o f	 a u t o i m m u n e	 t e s t s.	
Elsewhere, the Group has expanded its range of control products 
which is seen as potentially beneficial in times of increasing 
monitoring of assay performance.
Board and management
As	 announced	 during	 the	 year ,	 Dr	 Mik e	 W alk er	 resigned	 on	 1 1	 November	
2008	 and	 the	 Board	 recorded	 its	 thanks	 to	 him	 at	 that	 time.	
A number of senior management appointments were made, either 
in the year, or just after to ensure the Group remains sufficiently 
r e s o u r c e d	 t o	 a c h i e v e	 i t s	 o b j e c t i v e s	 a n d	 I	 wo u l d	 l i k e	 t o	 t h a n k	 a l l	
e m p l o y e e s	 f o r	 t h e i r	 h a r d	 wo r k	 i n	 h e l p i n g	 t o	 a c h i e v e	 t h e	 r e s u l t s	
we	 h a v e	 r e p o r t e d .
Outlook
Trading in the first three months of the year is in line with current 
m a n a g e m e n t	 e x p e c t a t i o n .	 A s	 we	 m o v e	 f o r wa r d	 t h r o u g h o u t	 t h e	 
year we anticipate additional growth being generated through a 
c o m b i n a t i o n	 o f	 o r g a n i c	 a n d	 a c q u i s i t i v e	 g r o w t h .
Organic growth:
T h e	 p r i m a r y	 r o u t e	 a n d	 l e v e l	 o f	 o r g a n i c	 g r o w t h	 i s	 d e p e n d e n t	 u p o n	 
the rate of placement of new Genarrayt™ systems, which itself  
is dependent upon the upgrading of our manufacturing methods,  
a process which is ongoing.
Acquisitive growth:
O u r	 p r o p e n s i t y	 t o	 g r o w	 t h r o u g h	 a c q u i s i t i o n	 i s	 d e p e n d e n t	 u p o n	 t h e	
a v a i l a b i l i t y	 o f	 f i n a n c e	 a n d	 s u i t a b l e	 o p p o r t u n i t i e s.	 A	 n u m b e r	 o f	 h i g h	
q u a l i t y	 v a l u e	 e n h a n c i n g	 o p p o r t u n i t i e s	 a r e	 c u r r e n t l y	 b e i n g	 e v a l u a t e d .
I look forward to updating you throughout the year. 
David Evans, CA
Non - ex e c u ti ve	 Cha i r ma n
6	 J u l y	 2 0 0 9
T u r n o v e r 	 f o r 	 t h e	
Group increased  
t o 	 £ 5 . 4 	 m i l l i o n	
representing a 
headline growth of 
5 6 % 	 a n d 	 l i k e - f o r - l i k e	
g r o w t h 	 o f 	 2 0 % . Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
12
Chief Executive’s Review
Strategy update
Many companies in our field develop products 
which have great potential but few take these 
products onto the global market. 
W i t h 	 O m e g a , 	 t h e 	 r o u t e s 	 t o 	 m a r k e t 	 a l r e a d y 	 e x i s t e d , 	 h a v i n g	
b e e n 	 d e v e l o p e d 	 o v e r 	 m a n y 	 y e a r s . 	 W h e n 	 w e 	 a c q u i r e d 	 G e n e s i s	
Di a g no s t ics 	 a n d 	 C a m bri d g e 	 N u t ri t io n a l 	 Sc i enc es 	 i n 	 Sep t em b er	
2 00 7 , 	 we 	 comple t ed 	 one 	 o f 	 our 	 s t r a t egic 	 aims 	 in 	 a cquiring 	 pr o fit able	
companies and growth-generating products complementary to our 
e xis t ing 	 pr oduct 	 r ange . 	 W e 	 also 	 kne w 	 t ha t 	 we 	 ha d 	 well 	 de v eloped	
p r o d u c t s 	 b u t 	 t h a t 	 t h e i r 	 c o m m e r c i a l 	 s u c c e s s 	 w a s 	 u n f u l f i l l e d . 	 M o v i n g	
from low existing sales to full global product launch has been the 
main effort throughout the year.
During the year, due to the turmoil in worldwide financial markets,  
we were unable to complete on a major acquisition of another 
c ompa n y 	 in 	 o ur 	 f ie ld . 	 A lt h ough 	 t he 	 c ost s 	 in v ol v e d 	 f or 	 t he 	 a b or t e d	
acq u isit i on 	 w e r e 	 r e d uc e d 	 t h r o ugh 	 ind e mn it y 	 c o v e r 	 it 	 is 	 un f or t una t e	
t ha t 	 we 	 we r e 	 una ble 	 t o 	 de li v e r 	 on 	 t his 	 pa r t 	 o f 	 our 	 st ra t e g y . 	 T his	
m a d e 	 i t 	 e v e n 	 m o r e 	 im p o r t a n t 	 t h a t 	 w e 	 c o n c e n t r a t e d 	 o n 	 d e li v e r i n g	
the	 grow th	 in	 both	 turnover	 and	 profit	 margin	 that	 you	 see	 repor ted	
in these results.
H o we v e r ,	 we	 s t i l l	 b e l i e v e	 t h a t	 v i a b l e	 a c q u i s i t i o n	 o p p o r t u n i t i e s	 
exist and we are still pursuing this strategy in order to build  
c r i t i c a l	 m a s s	 a n d	 i n c r e a s e	 s h a r e h o l d e r	 v a l u e .
When we acquired Genesis Diagnostics and 
Cambridge Nutritional Sciences in September 
2007, we knew that we had well developed 
products but that their commercial success  
was unfulfilled.  
Andrew Shepherd 
Chief Executive 
6 July 2009
I am pleased to report that the Group has seen a major increase in 
r e v e nu e 	 f o r 	 t h e 	 y e a r 	 t o 	 £ 5 . 4 	 m illi o n , 	 s o m e 	 5 6 % 	 a h e a d 	 o f 	 l a s t 	 y e a r ’ s	
f i g u r e s 	 ( 2 0 0 8 : 	 £ 3 . 5 	 m illi o n ) . 	 O n 	 a 	 f u ll 	 lik e - f o r - lik e 	 b a s is , 	 t u r n o v e r 	 h a s	
increased	 by	 20%	 combined,	 and	 individually	 across	 all	 three	 trading	
entities, reflecting the increased sales and marketing effort throughout 
the year.
Omega Diagnostics Limited (‘ODL’)
ODL	 has	 seen	 grow th	 in	 most	 regions	 around	 the	 world,	 par ticularly	
in Africa/Middle East and Asian regions. Sales for the year increased 
to	 £2 .3	 million	 (2008 :	 £2 . 1	 million)	 representing	 grow th	 of	 1 0%	 in	 the	
year which, for a mature product range in a mature market, represents 
a	 good	 result.	 A	 grow th	 rate	 of	 this	 level	 has	 not	 been	 seen	 at	 ODL	 for	
many years and is due to the increased sales resource being applied 
throughout the year with some cross-selling opportunities being 
e x ploit e d 	 bet we e n 	 t he 	 O me ga 	 a nd 	 G e ne sis 	 dist r ibut ion 	 base s.
Genesis Diagnostics (‘Genesis’)
G e n e s is 	 h a s 	 s e e n 	 g r o w t h 	 i n 	 s a l e s 	 t o 	 £ 2 . 5 	 m illi o n 	 ( 2 0 0 8 : 	 £ 1 . 9 	 m illi o n )	
r e pr e se n t ing 	 a 	 3 2 % 	 incr e ase 	 on 	 a 	 lik e - f or -lik e 	 basis. 	 T his 	 gr o w t h	
has been fuelled by the roll-out into a number of territories of the 
Genarrayt™ assay system for food intolerance. Twenty two new 
systems	 have	 been	 installed	 in	 ten	 countries	 with	 many	 systems	 still	
s u b j e c t 	 t o 	 e v a lu a t i o n 	 w h i c h , 	 i f 	 s u c c e s sf u l , 	 w ill 	 r e s u l t 	 i n 	 i n c r e a s e d 	 s a l e s	
of reagent kits going forward. Sales of Genarrayt™ food intolerance 
systems	 reached	 £ 1 46k	 (2008 :	 £nil)	 with	 sales	 of	 reagent	 kits	
r e a c h i n g 	 £ 5 7 4 k 	 ( 2 0 0 8 : 	 £ 4 2 4 k ) . 	 T o 	 h a n d l e 	 t h e 	 i n c r e a s e 	 i n 	 G e n a r r a y t ™	
busine s s , 	 we 	 r e c e n t ly 	 in v e st e d 	 f ur t he r 	 in 	 mor e 	 ad v a nc e d 	 t e chnolog y	 13 Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
high throughput non-contact microarray printing equipment. This 
h a s 	 i n c r e a s e d 	 o u r 	 p r o d u c t i o n 	 c a p a c i t y 	 f i v e - f o l d 	 a n d 	 n o w 	 p r o v i d e s	
increased capabilities not only for increased production but 
d e v e l o p m e n t 	 o f 	 ne w 	 a r ra y s 	 o f 	 clin i c a l 	 a nd 	 c omm e r cia l 	 imp o r ta n c e .
Cambridge Nutritional Sciences (‘CNS’)
As	 with	 the	 Genesis	 Genarrayt ™	 system,	 CNS	 has	 been	 involved	 in	 the	
extended	 launch	 of	 the	 Food	 Detective ™	 home	 test	 for	 food	 int olerance	
into many countries around the world, particularly in Europe, through 
companies that specialise in sales to the professional nutritionist market. 
The re-branding of the product, with the resulting launch at The Allergy 
Sho w 	 in 	 Olympia , 	 L ondon 	 in 	 June 	 2 008 , 	 allo wed 	 a 	 much 	 mor e 	 f ocussed	
promotional	 activity ,	 the	 result	 of	 which	 has	 been	 t o	 locate	 and	 appoint	
e x c l u s i v e 	 d i s t r i b u t o r s 	 i n 	 1 8 	 c o u n t r i e s . 	 Th e s e 	 c o v e r 	 t h e 	 m a j o r 	 E u r o p e a n	
m a r k e t s 	 b u t 	 a l s o 	 e x t e n d 	 t o 	 t h e 	 M i d d l e 	 E a s t , 	 A s i a , 	 A u s t r a l i a 	 a n d 	 L a t i n	
America . 	 Sales 	 o f 	 F ood 	 De t ect iv e ™ 	 ha v e 	 incr eased 	 t o 	 £ 3 1 4k 	 ( 2 008 :	
£ 2 1 7 k ) 	 r e p r e s e n t i n g 	 a 	 4 5 % 	 i n c r e a s e 	 w i t h 	 o v e r 	 a 	 d o u b l i n g 	 i n 	 p r o d u c t	
v o l u m e . 	 M o r e 	 d i s t r i b u t o r s 	 f r o m 	 o t h e r 	 c o u n t r i e s 	 a r e 	 i n 	 d i s c u s s i o n 	 w i t h	
further appointments expected to be made throughout the year. Some 
countries do require extended periods for product registration with their 
regulatory/import authorities but it is hoped that registration in these key 
mark e t s 	 can 	 be 	 a chie v ed 	 in 	 t he 	 y ear . 	 Ho we v er , 	 it 	 mus t 	 be 	 no t ed 	 t ha t 	 t he	
UK	 retail	 pharmacy	 market	 has	 not	 been	 accessed	 as	 anticipated	 due	
t o	 adverse	 pricing	 conditions	 for	 the	 retail	 market	 but	 further	 efforts	 are	
being made to increase sales in our home market through the same 
professional markets being addressed by the international distributors.
T h e	 o t h e r	 a s p e c t	 o f	 t h e	 C N S	 b u s i n e s s	 i s	 t e s t i n g	 s e r v i c e s	 f o r	 f o o d	
intolerance and other linked medical conditions. After concentrating 
o n	 t h e	 l a u n c h	 o f	 F o o d	 D e t e c t i v e ™	 o u r	 f o c u s	 n o w	 m o v e s	 t o wa r d s	
d e v e l o p i n g	 t h e	 t e s t i n g	 s i d e	 o f	 t h e	 b u s i n e s s.	 F u r t h e r	 m a n p o we r	
r e s o u r c e s	 h a v e	 b e e n	 e m p l o y e d	 w i t h	 a	 v i e w	 t o	 a c c e s s i n g	 a	 m u c h	
w i d e r	 m a r k e t ,	 b o t h	 i n	 t h e	 U K	 a n d	 i n	 s e v e r a l	 E u r o p e a n	 m a r k e t s	 
t h a t	 a r e	 n o w	 b e i n g	 s e r v i c e d	 b y	 o u r	 F o o d	 D e t e c t i v e ™	 d i s t r i b u t o r s.	
T h e s e	 d i s t r i b u t o r s	 a r e	 n o w	 o f f e r i n g	 t h e	 l a b o r a t o r y	 s e r v i c e s	 a s	 a	
v a l u e - a d d e d	 p r o p o s i t i o n	 t o	 t h e	 n u t r i t i o n i s t	 c u s t o m e r	 b a s e .	
Distribution network
I n	 a d d i t i o n	 t o	 t h e	 d i s t r i b u t o r s	 w h i c h	 s e r v e	 o u r	 c l i n i c a l	 p r o d u c t s	
m a r k e t	 we	 h a v e	 n o w	 a l s o	 d e v e l o p e d	 t h e	 d i s t r i b u t i o n	 b a s e	 f o r	 t h e	
F o o d	 D e t e c t i v e ™	 p r o d u c t	 w h i c h	 r e p r e s e n t s	 a n	 a l t e r n a t i v e	 r o u t e	 
to professional/consumer markets. These additional distributors 
are also seeking new products to broaden their product offering 
s o	 f u r t h e r	 o p p o r t u n i t i e s	 e x i s t	 i n	 t h e s e	 m a r k e t s	 f o r	 n e w l y	 d e v e l o p e d	
p r o d u c t s.	 O u r	 i n v e s t m e n t	 i n	 a d d i t i o n a l	 k e y	 m a r k e t i n g	 a p p o i n t m e n t s	
i n	 2 0 0 8	 h a s	 a l s o	 b e e n	 p i v o t a l	 i n	 a c h i e v i n g	 t h e	 s i g n i f i c a n t	 i n c r e a s e	
in sales on a global basis. Further appointments in product support 
p o s i t i o n s	 h a v e	 b e e n	 m a d e ,	 e s p e c i a l l y	 f o r	 t h e	 s u p p o r t	 o f	 t h e	 r o l l - o u t	
of the Genarrayt™ microarray systems.
W e 	 h a v e 	 i n c r e a s e d	
sales through an 
i n t en s i v e 	 s a l e s 	 a n d	
marketing effort 
resulting in a major 
i n c r e a s e 	 i n 	 t u r n o v e r	
and profit margin 
despite a global 
economic downturn. Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
14
14
C h i e f 	 Ex e c ut iv e ’ s 	 R e v i e w 	 ( c o n t i n u e d ) 15 Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
Research and development
W o r k	 wa s	 c o m p l e t e d	 o n	 t h e	 n e w	 c o l o u r i m e t r i c	 v e r s i o n	 o f	 t h e	
Genarrayt™ microarray which significantly reduces the cost 
o f	 s c a n n i n g	 t h e	 r e s u l t s	 f r o m	 t h e	 e a r l i e r	 f l u o r i m e t r i c	 v e r s i o n .	
L a b o r a t o r i e s	 c a n	 n o w	 i n s t a l l	 G e n a r r a y t ™	 w i t h o u t	 a	 m a j o r	 c a p i t a l	
expense which has always been an impediment to the installation 
o f	 n e w	 t e c h n o l o g i e s.	 W i t h	 t h e	 e m p h a s i s	 n o w	 b e i n g	 p l a c e d	 o n	
t h e	 p r o d u c t i o n	 o f	 m u c h	 h i g h e r	 v o l u m e s	 o f	 G e n a r r a y t ™	 f u r t h e r	
i n v e s t m e n t	 wa s	 m a d e	 i n	 a c q u i r i n g	 a	 n o n - c o n t a c t	 m i c r o a r r a y	 p r i n t e r	
w h i c h	 i n c r e a s e s	 t h e	 p r o d u c t i o n	 c a p a c i t y	 f i v e - f o l d .	 A d d i t i o n a l	 h u m a n	
resource has been allocated to production and product support 
duties. Recent staff appointments in technical support and R&D 
m e a n	 t h a t	 we	 w i l l	 b e	 a b l e	 t o	 s p e n d	 m o r e	 t i m e	 d e v e l o p i n g	 a d d i t i o n a l	
p r o d u c t s	 o n	 t h e	 G e n a r r a y t ™	 m i c r o a r r a y	 p l a t f o r m .	 O n e	 s u c h	 t e s t	 
will be an array for autoimmune disease, a key product area for  
the Group.
This year has also seen the launch of the Autonomy Control™ 
range of quality control sera for autoimmune disease testing. 
Quality control and proficiency testing is now mandatory in most 
clinical laboratories worldwide and this range complements our 
o f f e r i n g	 o f	 A u t o i m m u n e	 E L I S A	 p r o d u c t s.	 T h i s	 i s	 t h e	 f i r s t	 r a n g e	 o f	
i n d e p e n d e n t	 c o n t r o l s	 a v a i l a b l e	 c o m m e r c i a l l y	 w h i c h	 w i l l	 wo r k	 a c r o s s	
all test platforms from all manufacturers. It is hoped to expand this 
p r o d u c t	 r a n g e	 t o	 c o v e r	 o t h e r	 c l i n i c a l	 a r e a s	 i n	 t h e	 f u t u r e .	 A l s o ,	 i n	 l i n e	
w i t h	 d e v e l o p i n g	 p r o d u c t s	 f o r	 t h i s	 n i c h e	 m a r k e t ,	 d e v e l o p m e n t	 wa s	
also completed on a new test kit called Pathozyme™ ElisaSure 
that checks the quality performance of laboratory equipment and 
l a b o r a t o r y	 s t a f f .	 I n	 a n	 e n v i r o n m e n t	 o f	 i n c r e a s i n g	 q u a l i t y	 m o n i t o r i n g	
and national and international quality accreditation schemes,  
we	 b e l i e v e	 t h a t	 t h i s	 m a r k e t	 h a s	 g o o d	 p o t e n t i a l	 i n	 t h e	 f u t u r e .
Outlook
O v e r a ll , 	 t h e 	 g l o b a l 	 m a r k e t 	 f o r 	 I V D 	 p r o d u c t s 	 h a s 	 r e a c h e d 	 $ 3 7 	 b illi o n	
with	 a	 grow th	 rate	 of	 7 %	 and,	 according	 to	 informed	 industr y	 sources,	
t h e 	 d i a g n o s t i c s 	 i n d u s t r y 	 is 	 s e e n 	 a s 	 r e l a t i v e l y 	 ‘ r e c e s s i o n 	 p r o o f ’ 	 w i t h	 
no sign of falling sales. Bearing in mind that we are still launching new 
pr oduct s 	 in t o 	 ne w 	 ma r k et s , 	 we 	 cur r e n t ly 	 do 	 no t 	 a n t icipa t e 	 a n y 	 ad v e r se	
effect on sales growth.
During the year, the Group has made good progress in core sales 
a c t i v i t y	 b u t	 o n l y	 l i m i t e d	 p r o g r e s s	 i n	 i t s	 s t a t e d	 s t r a t e g y	 o f	 ‘ g r o w t h	 b y	
acquisition’. During the second half of the year an attempt was made 
to acquire a much larger company in our field, but this failed due to 
t h e	 e v e r	 wo r s e n i n g	 e c o n o m i c	 c l i m a t e .	 I t	 i s	 h o p e d	 t h a t	 t h i s	 s i t u a t i o n	
will change in the near future and that our aspirations and desire to 
build a much larger group will be fulfilled. 
Andrew Shepherd
Ch ief	 E x e c u ti ve
6	 J u l y	 2 0 0 9
W e 	 h a v e 	 a l s o 	 d e v e l o p e d 	 t h e 	 d i s t r i b u t i o n	 
b a s e 	 f o r 	 t h e 	 F o o d 	 D e t ec t i v e
™
 product which 
r e p r e s en t s 	 a n 	 a l t e rn a t i v e 	 r o u t e 	 t o 	 m a r k e t .	
FoodDetective
Easy to use food intolerance self test with immediate results 
  Bloated after eating 
certain foods? Tired 
at certain times of the day?
Suffer headaches for no 
apparent reason? These are all 
symptoms of food intolerance.
Could you be suffering 
from food intolerance? 
Find out, test 
yourself today!
™ Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
16
Financial Review
The prior year comparative results only include seven 
months of post-acquisition trading from Genesis and 
CNS but where relevant, true like-for-like comparisons 
are provided in the Overview section of this Annual 
Report. The Group has achieved a profit before tax  
of £266,893 (2008: £123,708).
Kieron Harbinson 
Group Finance Director 
6 July 2009 
Trading activities 
Revenue
R e v e n u e	 f o r	 t h e	 y e a r	 wa s	 £5 , 4 3 8 , 3 1 3	 r e p r e s e n t i n g	 a n	 i n c r e a s e	 
o f	 5 6 %	 o v e r	 t h e	 p r e v i o u s	 y e a r	 ( 2 0 0 8 :	 £ 3 , 4 9 1 , 5 8 0 )	 a n d	 i n c l u d e s	
g r o w t h	 i n	 s i x	 o u t	 o f	 t h e	 s e v e n	 m a j o r	 r e g i o n s	 f o r	 w h i c h	 we	 r e p o r t .
Gross profit
G r o s s	 p r o f i t	 f o r	 t h e	 y e a r	 wa s	 £ 3 , 3 4 4 , 2 6 4	 ( 2 0 0 8 :	 £ 1 , 8 9 7 , 8 9 4 )	 r e s u l t i n g	
i n	 a n	 i n c r e a s e d	 g r o s s	 m a r g i n	 p e r c e n t a g e	 o f	 6 1 . 5 %	 ( 2 0 0 8 :	 5 4 . 4 % ) .	
This increase in margin was expected, as explained in last year’s 
a n n u a l	 r e p o r t ,	 d u e	 t o	 t h e	 h i g h e r	 m a r g i n	 p r o d u c t s	 a n d	 s e r v i c e s	
p r o v i d e d	 b y	 G e n e s i s	 a n d	 C N S	 c o n t r i b u t i n g	 f o r	 a	 f u l l	 t we l v e	 m o n t h s.	
H o we v e r ,	 t h e	 m a r g i n	 h a s	 a l s o	 i n c r e a s e d	 d u e	 t o	 t h e	 r e s u l t	 i n	 O m e g a	
D i a g n o s t i c s	 Lt d	 ( ‘ O D L ’ )	 w h e r e	 m a r g i n	 g r o w t h	 o f	 o v e r	 f o u r	 p e r c e n t a g e	
p o i n t s	 wa s	 a c h i e v e d .
Administration costs
A d m i n i s t r a t i o n	 c o s t s	 we r e	 £ 2 , 6 9 1 , 5 4 5	 ( 2 0 0 8 :	 £ 1 , 5 9 9 , 6 5 7 ) ,	 
r e f l e c t i n g	 a	 f u l l	 y e a r ’ s	 c h a r g e	 w i t h i n	 G e n e s i s	 a n d	 C N S	 o f	 £ 1 , 2 5 2 , 0 4 5	
( 2 0 0 8 :	 £ 7 0 8 , 8 7 4 ) .	 T h e	 i n c r e a s e	 i s	 m a i n l y	 d u e	 t o	 h i g h e r	 l e v e l s	 i n	 s t a f f	
needed to support the sales growth, particularly with the Genarrayt
™
 
assay	 and	 the	 Food	 Detective
™
 test. Also included within administration 
c o s t s	 i s	 a	 f o r e i g n	 e x c h a n g e	 g a i n	 f r o m	 t r a d i n g	 a c t i v i t i e s	 o f	 £ 9 4 , 6 5 2	
( 2 0 0 8 :	 £ 4 , 1 4 1	 l o s s ) ,	 a m o r t i s a t i o n	 o f	 i n t a n g i b l e	 a s s e t s	 o f	 £ 9 8 , 7 5 0	
( 2 0 0 8 :	 £5 7 , 6 0 4 )	 a n d	 s h a r e - b a s e d	 p a y m e n t	 c h a r g e s	 o f	 £ 7 7 , 9 4 8	
( 20 0 8 :	 £ ni l) .
A n 	 e x c e p t i o n a l 	 a d m i n is t r a t i o n 	 c o s t 	 o f 	 £ 8 0 , 3 0 1 	 ( 2 0 0 8 : 	 £ n il ) 	 w a s	
incurred relating to an aborted acquisition opportunity. The Company 
was 	 a ble 	 t o 	 limit 	 it s 	 e x posur e 	 t o 	 30 % 	 o f 	 t he 	 t o ta l 	 c ost s 	 incur r e d , 	 b y	
o b t a i n i n g 	 i n d e m n i t i e s 	 f r o m 	 o t h e r 	 p a r t i e s . 	 A t 	 t h e 	 y e a r 	 e n d , 	 £ 1 6 , 9 0 5	 
w a s 	 s t ill 	 t o 	 b e 	 r e c e i v e d 	 f r o m 	 o n e 	 o f 	 t h e s e 	 p a r t i e s 	 a n d 	 t h is 	 s u m 	 h a s	
been	 received	 since	 the	 year	 end.	 Due	 to	 the	 one-of f	 nature	 of	 these	
c ost s , 	 t he y 	 ha v e 	 b e e n 	 cla s sif ie d 	 a s 	 a n 	 e x c e p t i ona l 	 a d m in ist ra t i on 	 c ost	
on the face of the income statement.
Research and development
Included within administration costs is expenditure on research  
a nd 	 de v e lopme n t 	 act iv it ie s 	 w hich 	 in 	 t he 	 y e a r 	 a moun t e d 	 t o 	 £ 22 6 , 0 68	
(2008 :	 £ 1 36,6 7 2 ) .	 In	 the	 year ,	 the	 new	 colourimetric	 microarray-based	
k it 	 was 	 c omplet e d 	 pr o v iding 	 a 	 s yst e m 	 w hich 	 r e quir e s 	 a 	 much 	 le s s	
expensive	 scanning	 system	 to	 interpret	 results	 than	 its	 predecessor .	
T h is 	 s y s t e m 	 h a s 	 s u bs e q u e n t l y 	 b e e n 	 p l a c e d 	 f o r 	 e v a lu a t i o n 	 i n 	 t e n 	 n e w	
countries,	 and	 this	 is	 expected	 to	 drive	 the	 grow th	 of	 Genarray t
™
 kit 
sales	 in	 the	 current	 year .	 In	 autoimmune	 disease	 testing,	 development	
was completed of the Autonomy Control
™
 range of sera which are 
us e d 	 in 	 clin i c a l 	 la b ora t or ie s 	 w or ld w id e 	 t o 	 v e r if y 	 a s s a y 	 p e r f or ma n c e .	 
In	 the	 coming	 year ,	 development	 will	 focus	 on	 bringing	 to	 the	 market	 
a new panel of autoimmune tests on the Genarrayt
™
 microarray 
platform.	 This	 project	 will	 be	 aided	 by	 the	 investment	 in	 a	 new	 
state-of-the-art microarray inkjet printing technology which applies 
non-contact inkjet fluidics with the ability to dispense accurate 
v olume s 	 in 	 pi c olit r e s .
Operating profit
Th e 	 G r o u p 	 g e n e r a t e d 	 o p e r a t i n g 	 p r o f i t s 	 o f 	 £ 5 7 2 , 9 6 8 	 ( 2 0 0 8 : 	 £ 2 9 8 , 2 3 7 )	
h a v i n g 	 b e n e f i t e d 	 f r o m 	 a 	 f u l l 	 y e a r 	 o f 	 t r a d i n g 	 c o n t r i b u t i o n 	 f r o m 	 G e n e s i s	
an d 	 C NS .
Profit before tax
Th e 	 p r o f i t 	 b e f o r e 	 t a x 	 w a s 	 £ 2 6 6 , 8 9 3 	 ( 2 0 0 8 : 	 £ 1 2 3 , 7 0 8 ) . 	 F i n a n c e 	 c o s t s	 
for	 the	 year	 t otalled	 £3 1 2 ,232	 (2008 :	 £ 1 8 7 , 4 2 1 )	 with	 the	 increase	
principally being due to the foreign exchange loss on the retranslation  
o f 	 f o r e i g n 	 c u r r e n c y 	 b o r r o w i n g s 	 o f 	 £ 1 8 8 , 2 9 5 	 ( 2 0 0 8 : 	 £ 1 3 , 4 4 9 ) . 	 I n t e r e s t	
p a y able 	 amoun t ed 	 t o 	 £ 1 1 7 , 2 6 2 	 ( 2 008 : 	 £ 9 7 , 3 7 9) 	 which , 	 despit e 	 including	
a full year’s charge on loans, was proportionately lower due to the more 
benign	 interest	 rate	 environment .	 Also	 included	 within	 finance	 costs	 are	
n e t 	 c h a r g e s 	 r e l a t i n g 	 t o 	 d i s c o u n t 	 f a c t o r s 	 a n d 	 f a i r 	 v a l u e 	 a d j u s t m e n t s 	 i n	
accordance	 with	 IFRS	 of	 £6, 6 7 5	 (2008 :	 £64 ,888) . 17 Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
Taxation
T h e r e	 i s	 a	 t a x	 c h a r g e	 o f	 £ 4 5 , 8 5 2	 ( 2 0 0 8 :	 £ 1 1 3 , 8 0 7	 t a x	 c r e d i t )	 i n	 t h e	
y e a r ,	 c o m p r i s i n g	 a	 c h a r g e	 f o r	 c u r r e n t	 t a x	 o f	 £5 1 , 1 6 0	 ( 2 0 0 8 :	 £ 3 8 , 1 2 8	
c r e d i t )	 a n d	 a	 d e f e r r e d	 t a x	 c r e d i t	 o f	 £5 , 3 0 8	 ( 2 0 0 8 :	 £ 7 5 , 6 7 9	 c r e d i t )	
e q u a t i n g	 t o	 a n	 e f f e c t i v e	 t a x	 r a t e	 o f	 1 7 . 2 % .	 P r i o r	 y e a r	 a d j u s t m e n t s	 t o	
the tax charge arise when there are differences between estimated 
figures chargeable to tax and final tax computations.
Earnings per share
There was a basic earnings per share (EPS) after exceptional costs 
o f	 1 . 4p	 ( 2 0 0 8 :	 2 . 4p )	 r e f l e c t i n g	 t h e	 h i g h e r	 a v e r a g e	 n u m b e r	 o f	 s h a r e s	 
in issue throughout the year. Basic EPS before exceptional costs 
wa s	 2 . 0 p	 ( 2 0 0 8 :	 2 . 4p ) .
Acquisitions
Deferred consideration payments
On	 1 2	 August	 2008,	 the	 Company	 issued	 7 5 7 ,2 1 3	 ordinar y	 shares	 of	 
4 	 pe nc e 	 e ach 	 t o 	 t he 	 or igina l 	 sha r e holde r s 	 in 	 ODL . 	 T he se 	 sha r e s 	 we r e	
valued	 at	 80	 pence	 per	 share	 in	 settlement	 of	 the	 earn-out	 amount	 of	
£605, 77 2	 in	 accordance	 with	 the	 terms	 of	 that	 acquisition	 agreement.
O n	 1 6	 A p r i l	 2 0 0 8	 a n d	 1 2	 M a r c h	 2 0 0 9 ,	 t h e	 c o m p a n y	 m a d e	 c a s h	
p a y m e n t s	 r e s p e c t i v e l y	 o f	 £ 3 8 , 0 1 0	 a n d	 £ 6 7 , 82 7	 i n	 s e t t l e m e n t	 o f	
agreed earn-out targets in respect of the acquisition of Genesis  
a n d	 C N S .	 T h e	 C o m p a n y	 a l s o	 m a d e	 a	 c a s h	 p a y m e n t	 o f	 £ 6 1 , 6 3 4	 o n	
1 2	 S e p t e m b e r	 2 0 0 8 ,	 i n	 r e s p e c t	 o f	 t h e	 s a m e	 a c q u i s i t i o n	 a g r e e m e n t ,	
w h i c h	 wa s	 a	 d e f e r r e d	 s u m	 p a y a b l e	 o n	 t h e	 f i r s t	 a n n i v e r s a r y	 d a t e	 
a f t e r	 c o m p l e t i o n .	 A l l	 t h r e e	 a m o u n t s	 h a v e	 b e e n	 i n c l u d e d	 o n	 t h e	
consolidated cash flow statement under outflow on acquisition  
of subsidiary.
Aborted acquisition
D u r i n g 	 t h e 	 l a t t e r 	 h a l f 	 o f 	 l a s t 	 y e a r , 	 t h e 	 C o m p a n y 	 w a s 	 i n v o l v e d 	 i n	
the planned acquisition of another company which required 
O m e g a 	 t o 	 ra is e 	 ne w 	 f unds 	 t o 	 c omple t e 	 t he 	 acq u isit i on . 	 T he 	 f und in g	
e n v ir o n m e n t 	 d e t e r i o r a t e d 	 t h r o u g h o u t 	 t h e 	 p r o c e s s , 	 d u e 	 t o 	 t h e 	 t u r m o il	 
in worldwide financial markets, and the Company concluded that  
due to those challenging circumstances it was not possible to  
raise sufficient funds to continue with the proposed transaction.  
T he 	 C ompa n y 	 in cur r e d 	 c ost s , 	 o f 	 £ 2 6 5 , 9 2 0 , 	 in 	 c onne ct i on 	 w it h 	 t he	
aborted transaction but it was able to significantly reduce the impact 
of these costs by obtaining indemnities from third parties for these 
cost s. 	 A mong 	 t he se 	 t hir d 	 pa r t ie s 	 we r e 	 D r 	 Mik e 	 W alk e r 	 a nd 	 Da v id	
Evans,	 directors	 of	 the	 Company ,	 who	 agreed	 to	 cover	 30%	 and	 
1 0%	 of	 the	 costs	 respectively .	 As	 a	 result,	 the	 financial	 impact	 of	 the	
abor ted	 transaction	 to	 the	 Company	 has	 been	 limited	 to	 £80,30 1 .	
The Group has 
a c h i e v e d 	 2 0 %	 
like-for-like growth in 
sales while operating 
profit has almost 
d o u b l e d 	 h a v i n g	
benefited from a full 
year of trading from 
G en e s i s 	 a n d 	 C N S . Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
18
D u e	 t o	 t h e	 o n e - o f f	 n a t u r e	 a n d	 v a l u e	 o f	 t h e s e	 c o s t s ,	 t h e y	 h a v e	 b e e n	
separately disclosed and treated as an exceptional item in the 
income statement so that they do not impact on the results from 
normal trading operations. 
Treasury operations
Currency management
The Group conducts its operations in three main currencies being 
st e r ling , 	 e ur os 	 a nd 	 US 	 dolla r s. 	 In 	 t he 	 c ase 	 o f 	 t ra ns act ions 	 in 	 e ur os	 
and	 US	 dollars,	 the	 Group	 may	 be	 exposed	 to	 fluctuations	 in	 the	 rates	
of	 exchange	 against	 sterling.	 Where	 possible,	 the	 Group	 operates	 a	
natural hedge by entering into transactions of both a buying and selling 
na t ur e 	 t ha t 	 limit s 	 t he 	 r isk 	 o f 	 ad v e r se 	 e x cha nge 	 ra t e 	 los se s. 	 F ollo w ing	
t he 	 pur chase 	 o f 	 G e ne sis 	 a nd 	 CNS, 	 t he 	 G r oup 	 c ont inu e s 	 t o 	 ge ne ra t e 	 a	
ne t 	 sur plus 	 in 	 US 	 dolla r s 	 f r o m 	 it s 	 t ra d in g 	 act i v it ie s . 	 G i v e n 	 t h is 	 sit u a t i on ,	
in	 March	 2008,	 the	 Company	 conver ted	 half	 of	 its	 then	 outstanding	
st e r ling 	 loa n , 	 w it h 	 Ba nk 	 o f 	 Sco t la nd , 	 int o 	 US 	 dolla r s. 	 T his 	 e na ble d 	 t he	
G r oup 	 t o 	 be nef it 	 f r om 	 US 	 int e r e st 	 ra t e s 	 w hich 	 we r e 	 lo we r 	 t ha n 	 in t e r e st	
ra t e s 	 in 	 t he 	 UK 	 a t 	 t ha t 	 t ime . 	 Ho we v e r , 	 t he 	 st r e ng t he ning 	 o f 	 t he 	 US	
d o ll a r 	 a g a i ns t 	 s t e r li n g 	 t h r o u g h o u t 	 t h e 	 y e a r 	 h a s 	 g i v e n 	 r is e 	 t o 	 a 	 f o r e i g n	
e x cha nge 	 t ra nsla t ion 	 los s 	 o f 	 £ 1 88 ,295 	 ( 2 0 0 8 : 	 £ 1 3 , 44 9) . 	 In 	 pa r t , 	 t his	
has	 been	 of fset	 by	 the	 gain	 of	 £94 ,652	 referred	 to	 above	 under	
Administrations costs.
Interest rate management
F o l l o w i n g	 c o n v e r s i o n	 o f	 a	 p a r t	 o f	 t h e	 s t e r l i n g	 l o a n	 i n t o	 U S	 d o l l a r s	 
( s e e	 C u r r e n c y	 m a n a g e m e n t	 a b o v e ) ,	 t h e	 G r o u p	 l i m i t e d	 i t s	 e x p o s u r e	 
t o	 i n t e r e s t	 r a t e	 f l u c t u a t i o n s	 b y	 e n t e r i n g	 i n t o	 c e r t a i n	 d e r i v a t i v e	 f i n a n c i a l	
instruments. In the case of the remaining sterling loan, the Group 
entered into an agreement with Bank of Scotland whereby the base 
r a t e	 e l e m e n t	 o f	 t h e	 i n t e r e s t	 c h a r g e	 h a s	 b e e n	 c a p p e d	 a t	 5 . 5 %	 f o r	 t h e	
e n t i r e	 r e m a i n i n g	 t e r m .	 I n	 t h e	 c a s e	 o f	 t h e	 U S	 d o l l a r	 l o a n ,	 t h e	 G r o u p	
entered into two agreements with Bank of Scotland, one to cap  
t h e	 i n t e r e s t	 r a t e	 b a s e d	 o n	 U S	 L i b o r	 a t	 5 %	 a n d	 o n e	 t o	 o p e r a t e	 a	 f l o o r	
r a t e	 o n	 U S	 L i b o r	 o f	 2 . 2 5 % .	 U n d e r	 I F R S,	 t h e s e	 d e r i v a t i v e	 f i n a n c i a l	
i n s t r u m e n t s	 a r e	 r e q u i r e d	 t o	 b e	 d i s c l o s e d	 a t	 t h e i r	 f a i r	 v a l u e s	 a s	 e i t h e r	
a s s e t s	 o r	 l i a b i l i t i e s	 a n d	 t h e r e	 h a s	 b e e n	 a	 f a i r	 v a l u e	 a d j u s t m e n t	 c h a r g e	
t h r o u g h	 t h e	 i n c o m e	 s t a t e m e n t	 o f	 £ 9 , 8 7 1	 ( 2 0 0 8 :	 £ 2 3 0 ) .	 A c c o r d i n g l y ,	
a t	 t h e	 b a l a n c e	 s h e e t	 d a t e ,	 t h e	 G r o u p	 h a d	 a s s e t s	 o f	 d e r i v a t i v e	
f i n a n c i a l	 i n s t r u m e n t s	 o f	 £5 9 9	 ( 2 0 0 8 :	 £ 3 , 4 1 9)	 a n d	 l i a b i l i t i e s	 o f	
d e r i v a t i v e	 f i n a n c i a l	 i n s t r u m e n t s	 o f	 £ 1 0 , 7 0 0	 ( 2 0 0 8 :	 £ 3 , 6 4 9) .
Cash flow
N e t	 c a s h	 i n f l o w	 f o r	 t h e	 y e a r	 wa s	 £ 1 0 0 , 0 4 3	 ( 2 0 0 8 :	 £ 1 3 4 , 6 9 1 )	
which meant that at the year end, the Group had cash and cash 
e q u i v a l e n t s	 o f	 £ 6 1 2 , 5 5 4	 ( 2 0 0 8 :	 £5 1 2 , 5 1 1 ) .	 T h e	 G r o u p ’ s	 c o n v e r s i o n	 
of operating profit into operating cash has remained efficient with 
c a s h	 g e n e r a t e d	 f r o m	 o p e r a t i o n s	 o f	 £ 6 6 8 , 2 7 6	 ( 2 0 0 8 :	 £ 4 3 8 , 4 3 5 )	 
as the Group has benefited from a full year of trading from Genesis 
a n d	 C N S .	 T h e	 C o m p a n y	 i n c u r r e d	 d e f e r r e d	 c o n s i d e r a t i o n	 p a y m e n t s	
i n	 r e s p e c t	 o f	 t h e	 a c q u i s i t i o n	 o f	 G e n e s i s	 a n d	 C N S	 o f	 £ 1 6 7 , 4 7 1	 a s	
detailed earlier in this report. In total, the Group’s net debt position 
h a s	 d e c r e a s e d	 t o	 £ 1 , 6 3 5 , 0 1 3	 ( 2 0 0 8 :	 £ 1 , 7 5 3 , 2 7 0 ) .
Capital management
The Group funds its operations with a mixture of short and long term 
b or r o w in gs 	 or 	 e q u it y 	 a s 	 a p p r op r ia t e 	 w it h 	 a 	 v ie w 	 t o 	 ma x im isin g 	 r e t ur ns	
for shareholders whilst safeguarding the ability to continue to operate 
as a going concern.
Capital expenditure
T h e	 G r o u p	 i n c u r r e d	 £ 1 3 4 , 4 3 3	 ( 2 0 0 8 :	 £ 1 5 7 , 7 2 1 )	 o n	 p l a n t	 a n d	
m a c h i n e r y	 f i x e d	 a s s e t s.	 M o s t	 p u r c h a s e s	 c o m p r i s e d	 s m a l l e r	 v a l u e	
replacement items and general IT equipment upgrades. The single 
l a r g e s t	 i n v e s t m e n t ,	 o f	 £ 1 0 7 , 5 0 0 ,	 wa s	 t h e	 p u r c h a s e	 o f	 a	 n e w	 i n k j e t	
printer for laying minute amounts of material onto a microarray slide. 
This new non-contact form of printing replaces the older contact 
printing machine and significantly increases the manufacturing 
a n d	 d e v e l o p m e n t	 c a p a c i t y	 o f	 t h e	 G r o u p	 i n	 t h i s	 a r e a .	 T h i s	 i n v e s t m e n t	
h a s	 b e e n	 f i n a n c e d	 b y	 wa y	 o f	 a	 n e w	 f i n a n c e	 l e a s e ,	 r e p a y a b l e	 o v e r	
3 6	 m o n t h s.	
Kieron Harbinson
Group Finance Director
6	 J u l y	 2 0 0 9
F i na n cia l 	 R e v i e w 	 ( c o n t i n u e d )
I n 	 t h e 	 c o m i n g 	 y e a r , 	 d e v e l o p m e n t 	 w i l l 	 f o c u s 	 o n	
bringing to the market a new panel of autoimmune 
tests on the Genarrayt
™
 microarray platform. 19 Business Review Annual Report and Accounts 2009
www.omegadiagnostics.com
Board of Directors
David Evans, CA
Non-executive Chairman
A g e d	 4 9 ,	 D a v i d	 E v a n s	 h a s	 c o n s i d e r a b l e	 e x p e r i e n c e	 w i t h i n	 t h e	
diagnostics industry. As Financial Director he was a key member 
o f	 t h e	 t e a m	 t h a t	 f l o a t e d	 S h i e l d	 D i a g n o s t i c s	 L i m i t e d	 i n	 1 9 9 3 .	 
H e	 b e c a m e	 C h i e f	 E x e c u t i v e	 O f f i c e r	 r e s p o n s i b l e	 f o r	 t h e	 m e r g e r	 
of Shield Diagnostics Group plc with Axis Biochemicals ASA  
o f	 N o r wa y	 i n	 1 9 9 9	 t o	 c r e a t e	 A x i s - S h i e l d	 p l c .	 I n	 a d d i t i o n	 t o	 h i s	
r o l e	 a s	 N o n - e x e c u t i v e	 C h a i r m a n	 o f	 O m e g a ,	 h e	 i s	 N o n - e x e c u t i v e	
Chairman of Immunodiagnostic Systems Holdings plc and 
Epistem Holdings Plc, which are both AIM-quoted medical  
g r o u p s	 o p e r a t i n g	 i n	 d i f f e r e n t	 i n d u s t r i a l	 a r e a s	 f r o m	 O m e g a .
Andrew Shepherd, BSc. (Hons)
Chief Executive
Aged	 53,	 Andrew	 Shepherd	 is	 the	 Founder	 and	 Managing	 Direct or	
o f 	 O m e g a 	 D i a g n o s t i c s 	 L i m i t e d . 	 H e 	 h a s 	 b e e n 	 i n v o lv e d 	 i n 	 t h e 	 m e d i c al	
diagnost ics 	 indust r y 	 f or 	 t he 	 last 	 34 	 y ears.
H e	 s t a r t e d	 h i s	 c a r e e r	 i n	 1 9 7 4	 b y	 h o l d i n g	 t e c h n i c a l	 p o s i t i o n s	 a t	 G . D .	
S e a r l e	 L i m i t e d	 a n d	 s u b s e q u e n t l y	 a t t e n d e d	 u n i v e r s i t y ,	 g r a d u a t i n g	
w i t h	 a	 B a c h e l o r	 o f	 S c i e n c e	 i n	 b i o l o g y .	 H e	 t h e n	 m o v e d	 i n t o	 a	 s a l e s	
a n d	 m a r k e t i n g	 p o s i t i o n	 a t	 C a m b r i d g e	 L i f e	 S c i e n c e s	 p l c	 i n	 1 9 8 1 ,	
before establishing his first diagnostics company, Cambridge 
B i o m e d i c a l	 L i m i t e d ,	 i n	 1 9 82 .	 I n	 1 9 8 6	 h e	 m o v e d	 t o	 S c o t l a n d	 t o	 
j o i n	 B i o s c o t	 L i m i t e d	 a n d ,	 s h o r t l y	 a f t e r w a r d s ,	 e s t a b l i s h e d	 O m e g a .
Mr Shepherd used his technical experience and knowledge of 
e x p o r t i n g	 t o	 o v e r s e e	 t h e	 g r o w t h	 o f	 t h e	 e x p o r t	 o f	 O m e g a	 p r o d u c t s	 
t o	 i n	 e x c e s s	 o f	 £ 2	 m i l l i o n	 p e r	 a n n u m .	 O m e g a	 n o w	 e x p o r t s	 t o	 o v e r	
1 0 0	 c o u n t r i e s	 a r o u n d	 t h e	 wo r l d ,	 a n d	 h e	 t r a v e l s	 r e g u l a r l y	 t o	 m a n y	 
o f	 t h e	 c o u n t r i e s	 i n	 w h i c h	 O m e g a	 c u s t o m e r s	 a r e	 b a s e d .
Mr Shepherd was also recently a member of the Bill and Melinda 
Gates Foundation’s (BMGF) Global Health Diagnostics Forum,  
w h i c h	 p r o v i d e d	 g u i d a n c e	 t o	 B M G F	 i n	 a d v i s i n g	 o n	 t e c h n o l o g y	
a n d	 f u t u r e	 i n v e s t m e n t s	 i n	 wo r l d w i d e	 d i a g n o s t i c s	 p r o g r a m m e s	 f o r	
d e v e l o p i n g	 c o u n t r i e s.	 T h e	 F o r u m	 p u b l i s h e d	 a	 n u m b e r	 o f	 s c i e n t i f i c	
p a p e r s	 i n	 a	 N a t u r e	 m a g a z i n e	 s u p p l e m e n t	 i n	 N o v e m b e r	 2 0 0 6	 
(www.nature.com/diagnostics). 
Kieron Harbinson, FCCA
Finance Director
A g e d	 4 4 ,	 K i e r o n	 H a r b i n s o n	 j o i n e d	 O m e g a	 i n	 A u g u s t	 2 0 0 2	 a s	
Finance Director. He is responsible for finance, information 
technology, human resources and operations planning.
M r 	 H a r binson 	 joine d 	 S c o t ia 	 Hold in gs 	 P L C 	 in 	 1 9 84 . 	 H e 	 q u a lif ie d	 
as an accountant in 1991, and became a Fellow of the Association 
o f 	 C h a r t e r e d 	 C e r t i f i e d 	 A c c o u n t a n t s 	 i n 	 1 9 9 7 . 	 H e 	 r e m a i n e d 	 w i t h	
the	 company	 for	 approximately	 1 4	 years,	 during	 which	 time	 he	
he ld 	 v a r i ous 	 r ole s 	 in clud in g 	 G r o up 	 Fina n cia l 	 C on t r olle r 	 a nd 	 Ch ie f	
Accountant. These roles enabled him to acquire a broad range of 
knowledge in a high-growth technology company, plus experience 
in corporate acquisitions, disposals and intellectual property 
ma t t e r s. 	 In 	 addit ion 	 he 	 ga ine d 	 e x pe r ie nc e 	 in 	 v a r ious 	 de b t 	 a nd 	 e quit y	
t ra ns act ions , 	 a nd 	 was 	 in v olv e d 	 in 	 ra ising 	 o v e r 	 £ 1 0 0 	 million 	 f or 	 t he	
company. He was also head of Tax and Treasury, responsible for 
a 	 t r e asur y 	 pr ogra mme 	 o f 	 c ash 	 in v e st me n t s 	 o f 	 o v e r 	 £50 	 million 	 a nd	
management of currency exposures.
M r 	 H a r b i n s o n 	 t h e n 	 j o i n e d 	 K y m a t a 	 L i m i t e d , 	 a 	 s t a r t - u p 	 o p t o e l e c t r o n i c s	
co m p a n y , 	 a s 	 F i n a n ce 	 D i r e c t o r . 	 O v e r 	 a 	 p e r i o d 	 o f 	 1 8 	 m o n t h s , 	 h e 	 w a s	
involved	 in	 raising	 approximately	 US$85	 million	 of	 venture	 capital	
funding. He was responsible for implementing financial controls and 
accounting systems, and by the time he left in 2000 the company 
h a d 	 g r o w n 	 t o 	 o v e r 	 2 0 0 	 e m p l o y e e s . 	 T h e 	 co m p a n y 	 w a s 	 s o l d 	 i n 	 2 0 0 1	
t o	 Alcatel	 for	 € 1 34	 million.
Michael Gurner, FCA
Non-executive Director
Aged	 64 ,	 Michael	 Gurner	 led	 the	 flotation	 of	 the	 Company	 on	 AIM	
a s 	 C h ai r m a n 	 a n d 	 C h i e f 	 E x e c ut iv e . 	 H e 	 r e v i e w e d 	 n u m e r o u s 	 p o t e n t i al	
acquisition candidates before the Company entered into the 
a cq u i sit i on 	 a g r e e me n t 	 wit h 	 O me ga 	 D ia gn o s t i c s 	 L i m it e d .
H e 	 q u al i f i e d 	 a s 	 a 	 C h a r t e r e d 	 A cco u n t a n t 	 i n 	 1 9 6 7 , 	 b e f o r e 	 e m b a r k i n g	
o n 	 a 	 c a r e e r 	 i n 	 m e r c h a n t 	 b a n k i n g 	 wi t h 	 K e y s e r 	 U l l m a n n , 	 i n c l u d i n g	
M & A 	 a c t iv i t i e s 	 wi t h 	 t h e 	 R y a n 	 G r o u p 	 o f 	 Co m p a n i e s 	 a n d 	 h o l d i n g	
senior management positions, including Managing Director of 
a 	 f u l ly 	 l i s t e d 	 comp a n y , 	 Con t i n uo us 	 St a t i one r y 	 pl c , 	 a n 	 a cq u i sit iv e 	
b u s i n e s s 	 f o r m s 	 m a n u f a c t u r e r 	 b e t w e e n 	 1 9 8 6 	 a n d 	 1 99 1 . 	 D u r i n g 	 t h i s	
time, he was responsible for acquisitions, including Prontaprint, 
the photographic print retail chain, and led the turnaround of its 
per f ormance 	 in 	 t he 	 ensuing 	 1 8 	 mon t hs.
Thereafter Mr Gurner focused on turning around under-performing 
and	 ailing	 businesses,	 in	 association	 with	 Postern	 Executive	 Group	
Limited	 ( ‘Postern ’) ,	 a	 leading	 UK	 turnaround	 specialist	 which	 provided	
management teams for troubled companies. At Postern’s request, 
he 	 joined 	 t he 	 boar d 	 o f 	 se v er al 	 comp anies 	 which 	 wer e 	 successfully	
turned around. 
David Evans, CA
Non-executive Chairman
Aged 49, David Evans has considerable 
experience within the diagnostics industry.
Andrew Shepherd, BSc (Hons)
Chief Executive
Aged 53, Andrew Shepherd is the 
Founder and Managing Director 
of Omega Diagnostics Limited. 
Kieron Harbinson, FCCA
Finance Director
Aged 44, Kieron Harbinson joined Omega 
in August 2002 as Finance Director. 
Michael Gurner, FCA
Non-executive Director
Aged 64, Michael Gurner led the flotation 
of the Company on AIM as Chairman and 
Chief Executive.  20
Directors’ Report
The Directors present their Annual Report and Group financial statements for the year ended 31 March 2009.
Principal activities
T h e	 p r i n c i p a l	 a c t i v i t y	 o f	 t h e	 C o m p a n y	 i s	 a s	 a	 h o l d i n g	 c o m p a n y .	 T h e	 p r i n c i p a l	 a c t i v i t y	 o f	 t h e	 G r o u p	 i s	 t h e	 m a n u f a c t u r e ,	 d e v e l o p m e n t	 a n d	
distribution of medical diagnostic products.
Results and dividends
T h e	 r e s u l t	 f o r	 t h e	 y e a r	 i s	 a	 p r o f i t	 o f	 £ 22 1 , 0 4 1	 ( 2 0 0 8 :	 p r o f i t	 o f	 £ 2 3 7 , 5 1 5 )	 w h i c h	 h a s	 b e e n	 t a k e n	 t o	 r e s e r v e s.	 T h e	 D i r e c t o r s	 d o	 n o t	 p r o p o s e	 
t o	 p a y	 a	 d i v i d e n d .	 T h e	 r e s u l t s	 a r e	 d i s c u s s e d	 i n	 m o r e	 d e t a i l	 i n	 t h e	 F i n a n c i a l	 R e v i e w	 o n	 p a g e s	 1 6	 t o	 1 8.
T h e	 C o m p a n y	 h a s	 t a k e n	 a d v a n t a g e	 o f	 t h e	 e x e m p t i o n	 a l l o we d	 u n d e r	 s e c t i o n	 2 3 0	 o f	 t h e	 C o m p a n i e s	 A c t	 1 9 8 5	 a n d	 h a s	 n o t	 p r e s e n t e d	 i t s	 o w n	
i n c o m e	 s t a t e m e n t	 i n	 t h e s e	 f i n a n c i a l	 s t a t e m e n t s.	 T h e	 C o m p a n y	 l o s s	 f o r	 t h e	 y e a r	 e n d e d	 3 1	 M a r c h	 2 0 0 9	 i s	 £ 3 3 , 7 3 9	 ( 2 0 0 8 :	 p r o f i t	 o f	 £ 1 0 4 , 5 3 7 ) .
Business review and future development
A	 r e v i e w	 o f	 b u s i n e s s	 a n d	 f u t u r e	 d e v e l o p m e n t	 i s	 d i s c u s s e d	 i n	 m o r e	 d e t a i l	 i n	 t h e	 C h a i r m a n ’ s	 S t a t e m e n t ,	 C h i e f	 E x e c u t i v e ’ s	 R e v i e w	 a n d	
F i n a n c i a l	 R e v i e w	 c o m m e n c i n g	 o n	 p a g e s	 1 0 ,	 1 2	 a n d	 1 6	 r e s p e c t i v e l y .	 K e y	 p e r f o r m a n c e	 i n d i c a t o r s	 a r e	 d i s c l o s e d	 o n	 p a g e	 3 .	 O t h e r	 K P I s	 
w i t h	 c o m p a r a t i v e s	 a r e	 d i s c u s s e d	 i n	 t h e	 a f o r e m e n t i o n e d	 r e p o r t s.
Research and development
Research	 and	 development	 activity	 has	 increased	 in	 the	 year ,	 with	 a	 full	 year’ s	 charge	 from	 Genesis	 and	 CNS.	 Details	 of	 research	 and	
de v e lopme nt 	 act i v it y 	 a r e 	 c ontaine d 	 in 	 t he 	 Cha ir ma n ’ s 	 Sta t e me n t , 	 Chief 	 E x e cut iv e ’ s 	 Re v ie w 	 a nd 	 Fina ncia l 	 Re v ie w 	 on 	 page s 	 1 0 	 t o 	 1 8.	 
Cost s 	 in 	 t he 	 y e a r 	 a mount e d 	 t o 	 £ 22 6 , 0 68 	 ( 2 0 0 8 : 	 £ 1 36 , 6 7 2 ) .
Directors
T h e	 n a m e s	 o f	 t h e	 D i r e c t o r s	 w h o	 h a v e	 s e r v e d	 t h e	 C o m p a n y	 t h r o u g h o u t	 t h e	 y e a r	 a r e :
D a v i d	 E v a n s	
Michael Gurner
Kieron Harbinson 
Andrew Shepherd 
M i c h a e l	 W a l k e r	 ( r e s i g n e d	 1 1	 N o v e m b e r	 2 0 0 8 )
B i o g r a p h i e s	 o f	 a l l	 D i r e c t o r s	 s t i l l	 s e r v i n g	 a t	 t h e	 y e a r - e n d	 a r e	 o n	 p a g e	 1 9 .
Directors’ interests
T h e	 b e n e f i c i a l	 i n t e r e s t s	 o f	 D i r e c t o r s	 w h o	 h a v e	 s e r v e d	 t h r o u g h o u t	 t h e	 y e a r	 a r e	 l i s t e d	 i n	 t h e	 D i r e c t o r s ’	 R e m u n e r a t i o n	 R e p o r t	 o n	 p a g e s	 22	 
a n d	 2 3 .	 T h e r e	 a r e	 n o	 n o n - b e n e f i c i a l	 i n t e r e s t s	 h e l d	 b y	 D i r e c t o r s.	 O n	 6	 A p r i l	 2 0 0 9 ,	 M i c h a e l	 G u r n e r	 p u r c h a s e d	 2 0 , 0 0 0	 s h a r e s	 i n	 t h e	 C o m p a n y ,	
t a k i n g	 h i s	 h o l d i n g	 t o	 1 2 1 , 6 7 1	 o r d i n a r y	 s h a r e s.	 T h e r e	 h a v e	 b e e n	 n o	 o t h e r	 c h a n g e s	 t o	 a n y	 D i r e c t o r ’ s	 i n t e r e s t s	 i n	 t h e	 s h a r e s	 o f	 t h e	 C o m p a n y	
between 31 March 2009 and the date of this report. 
Major interests in shares
A s	 a t	 4	 J u n e	 2 0 0 9 ,	 t h e	 C o m p a n y	 h a d	 b e e n	 n o t i f i e d	 t h a t	 t h e	 f o l l o w i n g	 s h a r e h o l d e r s	 h e l d	 m o r e	 t h a n	 3 %	 o f	 t h e	 C o m p a n y’ s	 i s s u e d	 o r d i n a r y	
s ha re	 c a pit a l :
    Number of 4p
    ordinary shares Percentage
D r	 M i c h a e l	 W a l k e r	 	  4,461,220 28.54%
W i l l i a m s	 d e	 B r o e	 	  2,903,234 18.57%
Brewin Dolphin Securities    2,610,842 16. 7 0%
Andrew Shepherd    1,319,830 8.44%
Scottish Enterprise    679,792 4 .35%
H e n d e r s o n	 G l o b a l	 I n v e s t o r s	 Lt d	 	  666,666 4.26 %
Supplier payment policy
It is the Company’s policy to agree the terms of payment with its suppliers, to ensure its suppliers are made aware of those terms and to pay 
in accordance with them.
T r a d e	 c r e d i t o r s	 o f	 t h e	 C o m p a n y	 a t	 3 1	 M a r c h	 2 0 0 9	 we r e	 e q u i v a l e n t	 t o	 7 1	 d a y s	 ( 2 0 0 8 :	 6 6	 d a y s )	 b a s e d	 o n	 t h e	 a v e r a g e	 d a i l y	 a m o u n t	 i n v o i c e d	
by suppliers during the year.
Governance Annual Report and Accounts 2009
www.omegadiagnostics.com 21 Governance Annual Report and Accounts 2009
www.omegadiagnostics.com
Employees
The Company encourages communication with its employees and favours an environment where staff can put forward their ideas, 
suggestions and concerns on any matter that involves them. The Company gives full and fair consideration to applications for employment 
made by disabled people, having regard to their particular aptitudes and abilities. Where an employee becomes disabled in the course of 
their employment, where possible, arrangements will be made for appropriate retraining to match their abilities with their duties.
Principal risks and uncertainties
The Board meets regularly to review operations and to discuss risk areas. The Corporate Governance Report contains details of the 
Group’s system of internal control. Note 23 to the accounts contains details of financial risks faced by the Group.
The Board is also aware of non-financial risk areas including:
General economic conditions
The Group may be faced with changes in the general economic climate in each territory in which it operates that may adversely affect the 
financial performance of the Group. Factors which may contribute include the level of direct and indirect competition against the Group, 
industrial disruption, rate of growth of the Group’s sectors and interest rates. The Group seeks to mitigate this risk by conducting operations 
on a broad geographic basis and by introducing new technologies to remain innovative.
Regulatory risk
The manufacturing, marketing and use of the Group’s products are subject to regulation by government and regulatory agencies in many 
countries. Of particular importance is the requirement to obtain and maintain approval for a product from the applicable regulatory agencies 
to enable the Group’s products to be marketed. Approvals can require clinical evaluation of data relating to safety, quality and efficacy of a 
product. The Group seeks to mitigate regulatory risk by conducting its operations within recognised quality assurance systems and undergoes 
external assessment to ensure compliance with these systems.
Acquisition risk
The success of the Group depends upon the ability of the Directors to assimilate and integrate the operations, personnel, technologies and 
products of acquired companies. The Group seeks to mitigate this risk by selecting companies which meet certain selection criteria and by 
conducting a detailed due diligence review.
Donations
The Company made a charitable donation of £130 (2008: £nil) and no political donations (2008: £nil) during the year.
Auditors
The auditors, Ernst & Young LLP, have indicated their willingness to continue in office and a resolution for their reappointment will be 
proposed at the forthcoming Annual General Meeting.
Directors’ statement as to disclosure of information to auditors
The Directors who were members of the Board at the time of approving the Directors’ Report are listed on page 20. Having made enquiries  
of fellow Directors and of the Company’s auditors, each of these Directors confirms that:
• 	 t o 	 t h e 	 b e s t 	 o f 	 e a c h 	 D i r e c t o r ’ s 	 k n o w l e d g e 	 a n d 	 b e l i e f , 	 t h e r e 	 i s 	 n o 	 i n f o r m a t i o n 	 ( t h a t 	 i s , 	 i n f o r m a t i o n 	 n e e d e d 	 b y 	 t h e 	 G r o u p ’ s 	 a u d i t o r s 	 i n 	 c o n n e c t i o n 	 w i t h	
preparing their report) of which the Company’s auditors are unaware; and
•	 ea ch 	 Di r ect or 	 has 	 t ak en 	 al l 	 t he 	 s t ep s 	 a 	 d i r ect or 	 m i gh t 	 r eas onably 	 be 	 e xpect ed 	 t o 	 ha v e 	 t ak en 	 t o 	 be 	 awar e 	 o f 	 r ele v an t 	 a ud it 	 i n f orma t i on 	 an d 	 t o	
establish that the Company’s auditors are aware of that information.
By order of the Board
Kieron Harbinson
Company Secretary
6 July 2009 Governance Annual Report and Accounts 2009
www.omegadiagnostics.com
22
Directors’ Remuneration Report
The Directors present their Remuneration Report as follows:
Remuneration Committee
The Remuneration Committee is comprised of Michael Gurner, as Chairman, and David Evans. The committee meets as and when 
required to determine and agree with the Board the policy for the remuneration of the Company’s Chief Executive, Chairman, Executive 
Directors and the Company Secretary. The objective of this policy shall be to ensure that members of the executive management of 
the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and reasonable manner, 
rewarded for their individual contributions to the success of the Company. No Director or manager shall be involved in any decisions  
as to their own remuneration.
Remuneration policy
The Company’s policy is that the remuneration arrangements, including pensions, for subsequent financial years should be sufficiently 
competitive to attract, retain and motivate high quality executives capable of achieving the Company’s objectives, thereby enhancing 
shareholder value.
Incentive schemes/share option schemes
On 30 August 2007 shareholders approved the Company’s EMI Share Option Scheme. The Company has issued 1,442,467 options under 
the EMI Share Option Scheme in the year to Directors and senior managers to align their interests with those of shareholders. David Evans 
was issued with an option over 390,822 ordinary shares of the Company under an unapproved option scheme.
Directors’ service contracts
Andrew Shepherd entered into a service contract with the Company on 23 August 2006, under which he was appointed as Chief Executive 
on an annual salary of £85,000. His salary was increased to £125,000 per annum from 1 April 2008. The agreement will continue until 
terminated by either party giving to the other not less than twelve months’ notice in writing.
Kieron Harbinson entered into a service contract with the Company on 23 August 2006, under which he was appointed as Finance Director 
and Company Secretary on an annual salary of £72,500. His salary was increased to £90,000 per annum from 1 April 2008. The agreement 
will continue until terminated by either party giving to the other not less than three months’ notice in writing.
David Evans was appointed a Non-executive Director of the Company on 19 September 2006 and, as previously agreed, was entitled to an 
annual fee of £25,000 from 1 April 2008. The agreement will continue until terminated by either party giving to the other not less than one 
month’s notice in writing.
Michael Gurner was appointed a Non-executive Director of the Company on 19 September 2006 and he is entitled to an annual fee of 
£15,000. This fee was increased to £20,000 per annum from 1 January 2009. The agreement will continue until terminated by either party 
giving to the other not less than one month’s notice in writing.
Michael Walker was appointed a Non-executive Director of the Company on 3 September 2007 and was entitled to an annual fee of 
£15,000. He resigned as a Director on 11 November 2008.
Directors’ emoluments
 Fees/basic  Benefits Total Total
 salary Bonuses in kind 2009 2008
Consolidated £ £ £ £ £
Executive
Andrew Shepherd 125,000 – – 125,000 85,000
Kieron Harbinson 90,000 – – 90,000 72,500
Non-executive
David Evans 25,000 – – 25,000 –
Michael Gurner 16,250 – – 16,250 15,000
Michael Walker 9,212 – – 9,212 8,750
The amounts paid in the year towards Directors’ pension contributions were as follows. 23 Governance Annual Report and Accounts 2009
www.omegadiagnostics.com
Directors’ pension contributions
    2009 2008
    £ £
Andrew Shepherd    8,375 2,125
Kieron Harbinson    5,083 3,125
Andrew Shepherd is a Non-executive Director of Omega Resources Limited, a company providing recruitment agency services. 
He does not receive any remuneration for this position.
Directors’ interests in the 4p ordinary shares of Omega Diagnostics Group PLC
    
    31 March 2009 31 March 2008
David Evans    110,000 110,000
Michael Gurner    101,671 101,671
Kieron Harbinson    58,317 38,883
Andrew Shepherd    1,319,830 918,697
The Directors have no interest in the shares of subsidiary companies.
Directors’ share options      
   
 At Granted Lapsed Exercised At   Earliest  
 1 April during during during 31 March Option Date of exercise Expiry 
 2008 the year the year the year 2009 price grant date date
David Evans – 390,822 – – 390,822 19p 10/12/2008 10/12/2009 10/12/2018
Andrew Shepherd – 703,480 – – 703,480 19p 10/12/2008 10/12/2009 10/12/2018
Kieron Harbinson – 468,987 – – 468,987 19p 10/12/2008 10/12/2009 10/12/2018
David Evans was issued with an option under the Unapproved Option Scheme and Andrew Shepherd and Kieron Harbinson were issued 
with options under the Company’s EMI Option Scheme. 
The share price at 31 March 2009 was 17p. The highest and lowest share price during the year was 34.5p and 17p respectively.
          
Under the terms of a warrant, Michael Gurner is entitled to subscribe for 45,835 ordinary shares of 4p each between 1 April 2008 and  
19 September 2009. The warrant will lapse after 19 September 2009 if it has not been exercised by that date.
Approved by the Board
Michael Gurner
Non-executive Director
6 July 2009 Governance Annual Report and Accounts 2009
www.omegadiagnostics.com
24
The Board of Directors
The Board currently comprises: one Non-executive Chairman; one Non-executive Director; and two Executive Directors, who are the  
Chief Executive and the Finance Director. David Evans, Non-executive Chairman and Michael Gurner, Non-executive Director are 
considered by the Board to be independent in character and judgement. Michael Gurner is the senior independent Non-executive Director. 
The Board meets at regular intervals and is responsible for setting corporate strategy, approving the annual budget, reviewing financial 
performance, agreeing the renewal of and any new banking/treasury facilities and approving major items of capital expenditure. The Board 
is provided with appropriate information in advance of Board meetings to enable it to discharge its duties effectively. During the financial 
year, the Board met on thirteen occasions. Michael Walker, who resigned as a Non-executive Director on 11 November 2008, attended 
seven out of eight meetings that he was entitled to attend. Andrew Shepherd attended twelve out of the thirteen meetings. The three 
remaining Directors were present at all the meetings held throughout the year.
The Chairman has additional Non-executive Directorships of the following companies:
Bgenuine Tech KK
DxS EBT Limited
Epistem Holdings Plc
Immunodiagnostic Systems Holdings plc
Microtest Matrices Limited
Onyx Scientific Limited
Quotient Diagnostics Limited
Scancell Holdings plc
Vindon Scientific plc
The Audit Committee
The Audit Committee has met on three occasions during the year and once since the year-end. The Committee is comprised of David 
Evans, as Chairman, and Michael Gurner and has primary responsibility for monitoring the quality of internal controls, ensuring that the 
financial performance of the Company is properly measured and reported on, and for reviewing reports from the Company’s auditors 
relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of shareholders. The Committee 
shall also review preliminary results announcements, summary financial statements, significant financial returns to regulators and any 
financial information contained in certain other documents, such as announcements of a price-sensitive nature.
The Committee shall consider and make recommendations to the Board, to be put to shareholders for approval at the Annual General 
Meeting, in relation to the appointment, reappointment and removal of the Company’s external auditors. The Committee shall also oversee 
the relationship with the external auditors including approval of remuneration levels, approval of terms of engagement and assessment 
of their independence and objectivity. In so doing, they will take into account relevant UK professional and regulatory requirements and 
the relationship with the auditors as a whole, including the provision of any non-audit services. Ernst & Young LLP have been auditors 
to Omega Diagnostics Limited (‘ODL ’) since 2000 and were appointed as Auditors to the Company following completion of the reverse 
takeover of ODL in September 2006.
The Committee has reviewed the effectiveness of the Company’s system of internal controls and has considered the need for an internal 
audit function. At this stage of the Company’s size and development, the Committee has decided that an internal audit function is not 
required, as the Company’s internal controls system in place is appropriate for its size. The Committee will review this position on an  
annual basis.
The Committee shall also review the Company’s arrangements for its employees raising concerns, in confidence, about possible 
wrongdoing in financial reporting or other matters. The Committee shall ensure that such arrangements allow for independent investigation 
and follow-up action.
The Remuneration Committee
The Remuneration Committee has met on one occasion during the year. The Committee is comprised of Michael Gurner, as Chairman, 
and David Evans and has primary responsibility for determining and agreeing with the Board the remuneration of the Company’s Chief 
Executive, the Executive Directors, the Company Secretary and such other members of the Executive management as it is designated  
to consider. The remuneration of the Non-executive Directors shall be a matter for the Chairman and the Executive Directors of the Board. 
No Director or manager shall be involved in any decisions regarding their own remuneration. 
Corporate Governance Report 25 Governance Annual Report and Accounts 2009
www.omegadiagnostics.com
Internal control
The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness throughout the year. Such a 
system can only provide reasonable assurance against misstatement or loss.
The Board monitors financial controls through the setting and approval of an annual budget and the regular review of monthly  
management accounts. Management accounts contain a number of indicators that are designed to reduce the possibility of  
misstatement in financial statements.
Where the management of operational risk requires outside advice, this is sought from expert consultants, and the Company receives this 
in the areas of employment law and health and safety management.
The Company is compliant with industry standard quality assurance measures and undergoes regular external audits to ensure that 
accreditation is maintained.
Communication with shareholders
The Board recognises the importance of communication with its shareholders. The Company maintains informative websites for Genesis, 
ODL and CNS containing information likely to be of interest to existing and new investors. In addition, the Company retains the services of 
financial PR consultants, providing an additional contact point for investors. The Board encourages shareholder participation at its Annual 
General Meeting, where shareholders can be updated on the Company’s activities and plans.
Going concern
The Board has reviewed the going concern concept for the preparation of financial statements. The Directors have a reasonable 
expectation that the Company and the Group have adequate resources to continue in operation for the foreseeable future, and have 
therefore adopted the going concern basis in the preparation of these financial statements.
By order of the Board
Kieron Harbinson
Company Secretary
6 July 2009 Governance Annual Report and Accounts 2009
www.omegadiagnostics.com
26
The Directors are responsible for preparing the Annual Report and the Group and Company financial statements in accordance with 
applicable United Kingdom law and those International Financial Reporting Standards as adopted by the European Union.
The Directors are required to prepare Group and Company financial statements for each financial year which present fairly the financial 
position of the Group and Company and the financial performance and cash flows of the Group and Company for that period. In preparing 
those Group and Company financial statements, the Directors are required to:
•	 	 select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply 
them consistently;
•	 	 present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
•	 	 provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact  
of particular transactions, other events and conditions on the Group’s financial position and financial performance; and
•	 	 state that the Group and Company has complied with IFRSs, subject to any material departures disclosed and explained in the financial 
statements.
The Directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position 
of the Group and Company and enable them to ensure that the Group and Company financial statements comply with the Companies Act 1985. 
They are also responsible for safeguarding assets of the Group and Company and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
Statement of Directors’ Responsibilities 27 Audit Report Annual Report and Accounts 2009
www.omegadiagnostics.com
We have audited the consolidated financial statements (the ‘financial statements’) of Omega Diagnostics Group PLC for the year ended 
31 March 2009 and the Company financial statements for the year ended 31 March 2009 which comprise the Consolidated Income 
Statement, the Consolidated and Company Balance Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated 
and Company Statements of Changes in Equity and the related Notes 1 to 23. These financial statements have been prepared under the 
accounting policies set out therein. 
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work 
has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an Auditors’ Report 
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company 
and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable United Kingdom 
law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’ 
Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International 
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been 
properly prepared in accordance with the Companies Act 1985. 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 Financial Review that is cross-referenced from the Results and dividends section of the Directors’ Report, and that specific 
information presented in the Chairman’s Statement and Chief Executive’s Review that is cross-referenced from the Business review and future 
development section of the Directors’ Report, and that specific information that is presented in the Directors’ Remuneration Report that  
is cross-referenced from the Directors’ interests section 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 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 Highlights of 2009, Our Strategy, Global Reach, Investing in Technology, Our Key Products, the 
Chairman’s Statement, the Chief Executive’s Review, the Financial Review, Board of Directors, Directors’ Report, Directors’ Remuneration 
Report and the Corporate Governance Report. We consider the implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of 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. It also includes 
an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether 
the accounting policies are appropriate to the Group’s 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 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.
Opinion
In our opinion:
•	 t he 	 fi n an cial 	 s t a t emen t s 	 g iv e 	 a 	 t rue 	 an d 	 f ai r 	 vie w , 	 i n 	 a ccor dan ce 	 wit h 	 I F R Ss 	 as 	 a dop t ed 	 b y 	 t he 	 E ur opean 	 Un i on , 	 o f 	 t he 	 s t a t e 	 o f 	 t he 	 Gr o up ’ s	 
and the Company’s affairs as at 31 March 2009 and of the Group’s profit for the year then ended;
•	 t he 	 fi n an cial 	 s t a t emen t s 	 ha v e 	 been 	 p r operly 	 p r ep ar ed 	 i n 	 a ccor dan ce 	 wit h 	 t he 	 Comp an ies 	 A ct 	 1 98 5 ; 	 an d
•	 t he 	 i n f orma t i on 	 g iv en 	 i n 	 t he 	 Di r ect ors ’ 	 R ep or t 	 i s 	 con si s t en t 	 wit h 	 t he 	 fi n an cial 	 s t a t emen t s.
Ernst & Young LLP
Registered Auditors
Edinburgh
6 July 2009
Independent Auditor’s Report
to the members of Omega Diagnostics Group PLC Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
28
    2009 2008
    Total Total
   Note £ £
Continuing operations
Revenue   7 5,438,313 3,491,580
Cost of sales    (2,094,049) (1,593,686)
Gross profit    3,344,264 1,897,894
Administration costs    (2,691,545) (1,599,657)
Other income – government grants  
and related assistance    550 –
Exceptional administration costs   19 (80,301) –
Operating profit   7 572,968 298,237
Finance costs   5 (312,232) (187,421)
Finance income – interest receivable   7 6,157 12,892
Profit before taxation    266,893 123,708
Tax (charge)/credit   6 (45,852) 113,807
Profit for the year    221,041 237,515
Earnings Per Share (EPS)   22
Basic EPS on profit for the year  
– before exceptional items    2.0p 2.4p
– after exceptional items    1.4p 2.4p
Diluted EPS on profit for the year 
– before exceptional items    2.0p 2.2p
– after exceptional items    1.4p 2.2p
Consolidated Income Statement
for the year ended 31 March 2009 29 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
Consolidated Balance Sheet
as at 31 March 2009
     
    2009 2008
   Note £ £
ASSETS
Non-current assets
Intangibles   9 4,879,700 5, 111,7 47
Property, plant and equipment   10 639,446 592,647
Deferred taxation   15 107,530 124,310
Derivative financial instruments   23 599 3,419
    5,627,275 5,832,123
Current assets
Inventories   11 762,380 627,037
Trade and other receivables   12 1,254,963 1,085,291
Income tax receivable    4,055 –
Cash and cash equivalents    612,554 512,511
    2,633,952 2,224,839
Total assets    8,261,227 8,056,962
EQUITY AND LIABILITIES
Equity
Issued capital   16 5,011,769 4,405,998
Retained earnings    (646,548) (945,537)
Total equity    4,365,221 3,460,461
Liabilities
Non-current liabilities
Other financial liabilities   20 – 204,476
Long-term borrowings   13 1,875,263 1,976,912
Deferred taxation   15 575,065 591,366
Derivative financial instruments   23 10,700 3,649
Total non-current liabilities    2,461,028 2,776,403
Current liabilities
Short-term borrowings   13 372,304 288,869
Other financial liabilities   20 131,580 733,327
Trade and other payables   14 871,725 726,325
Income tax payable    59,369 71,577
Total current liabilities    1,434,978 1,820,098
Total liabilities    3,896,006 4,596,501
Total equity and liabilities    8,261,227 8,056,962
David Evans Kieron Harbinson
Non-executive Chairman Finance Director
6 July 2009 6 July 2009 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
30
Consolidated Statement of Changes in Equity
for the year ended 31 March 2009
  Share Share Retained
  capital premium earnings Total
 Note £ £ £ £
Balance at 31 March 2007  860,175 37 4,121 (1,183,052) 51,244
Issue of share capital for cash consideration 16 293,333 1,450,778 – 1,744,111
Issue of share capital for non-cash consideration 16 178,449 1,159,917 – 1,338,366
Fair value adjustment to issue of share capital  
for non-cash consideration 16 – 89,225 – 89,225
Profit for the year ended 31 March 2008  – – 237,515 237,515
Balance at 31 March 2008  1,331,957 3,074,041 (945,537) 3,460,461
Issue of share capital for non-cash consideration 16 30,289 575,482 – 605,771
Profit for the year ended 31 March 2009  – – 221,041 221,041
Share-based payments  – – 77,948 77,948
Balance at 31 March 2009  1,362,246 3,649,523 (646,548) 4,365,221 31 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
     
    2009 2008
   Note £ £
Cash flows generated from operations
Profit for the year    221,041 237,515
Adjustments for:
Taxation    45,852 (113,807)
Finance costs    312,232 187,421
Finance income    (6,157) (12,892)
Operating profit before working capital movement    572,968 298,237
(Increase)/decrease in trade and other receivables    (169,672) 234,858
(Increase)/decrease in inventories    (135,343) 64,919
Increase/(decrease) in trade and other payables    205,913 (279,257)
(Gain)/loss on sale of property, plant and equipment    (350) 520
Depreciation   10 85,484 61,554
Amortisation of intangible assets   9 98,750 57,604
Share-based payments    77,948 –
Taxation paid    (67,422) –
Net cash flow from operating activities    668,276 438,435
Investing activities
Finance income    6,157 12,892
Purchase of property, plant and equipment    (26,933) (157,721)
Sale of property, plant and equipment    2,500 6,500
Outflow on acquisition of subsidiary   8 (167,471) (2,896,258)
Net cash used in investing activities    (185,747) (3,034,587)
Financing activities
Finance costs    (67,603) (126,637)
Proceeds from issue of share capital    – 1,7 44, 111
New loans    – 1,354,924
Loan repayments    (264,259) (241,555)
Finance lease repayments    (50,624) –
Net cash (used in)/from financing activities    (382,486) 2,730,843
Net increase in cash and cash equivalents    100,043 134,691
Cash and cash equivalents at beginning of year    512,511 377,820
Cash and cash equivalents at end of year    612,554 512,511
Consolidated Cash Flow Statement
for the year ended 31 March 2009 Financial Statements Annual Report and Accounts 2009
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32
     
    2009 2008
   Note £ £
ASSETS
Non-current assets
Investments   21 7,676,225 7,809,522
Deferred taxation   15 16,214 19,953
Derivative financial instruments   23 599 3,419
    7,693,038 7,832,894
Current assets
Trade and other receivables   12 786,271 749,422
Cash and cash equivalents    114,866 76,862
    901,137 826,284
Total assets    8,594,175 8,659,178
EQUITY AND LIABILITIES
Equity
Issued capital   16 6,001,444 5,395,673
Retained earnings    (137,167) (181,376)
Total equity    5,864,277 5,214,297
Liabilities
Non-current liabilities
Other financial liabilities   20 – 201,985
Long-term borrowings   13 1,738,941 1,858,998
Derivative financial instruments   23 10,700 3,649
Total non-current liabilities    1,749,641 2,064,632
Current liabilities
Short-term borrowings   13 290,710 241,325
Other financial liabilities   20 131,580 733,327
Trade and other payables   14 556,478 405,597
Income tax payable    1,489 –
Total current liabilities    980,257 1,380,249
Total liabilities    2,729,898 3,444,881
Total equity and liabilities    8,594,175 8,659,178
David Evans Kieron Harbinson
Non-executive Chairman Finance Director
6 July 2009 6 July 2009
Company Balance Sheet
as at 31 March 2009 33 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
  Share Share Retained
  capital premium earnings Total
 Note £ £ £ £
Balance at 31 March 2007  1,232,457 991,514 (285,913) 1,938,058
Issue of share capital for cash consideration 16 293,333 1,450,778 – 1,744,111
Issue of share capital for non-cash consideration 16 178,449 1,159,917 – 1,338,366
Fair value adjustment to issue of share capital  
for non-cash consideration 16 – 89,225 – 89,225
Profit for the year ended 31 March 2008  – – 104,537 104,537
Balance at 31 March 2008  1,704,239 3,691,434 (181,376) 5,214,297
Issue of share capital for non-cash consideration 16 30,289 575,482 – 605,771
Loss for the year ended 31 March 2009  – – (33,739) (33,739)
Share-based payments  – – 77,948 77,948
Balance at 31 March 2009  1,734,528 4,266,916 (137,167) 5,864,277
Company Statement of Changes in Equity
for the year ended 31 March 2009 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
34
     
    2009 2008
    £ £
Cash flows generated from operations
(Loss)/profit for the year    (33,739) 104,537
Adjustments for:
Taxation     5,228 (19,953)
Finance costs    300,944 178,251
Finance income    (838) (7,491)
Operating profit before working capital movement    271,595 255,344
Increase in trade and other receivables    (36,849) (337,834)
Increase/(decrease) in trade and other payables    212,516 (26,869)
Share-based payments    77,948 –
Net cash flow from operating activities    525,210 (109,359)
Investing activities
Finance income    838 7,491
Outflow on acquisition of subsidiary    (167,471) (3,1 14,103)
Net cash used in investing activities    (166,633) (3,106,612)
Financing activities
Finance costs    (56,314) (1 1 7,468)
Proceeds from issue of share capital    – 1,7 44, 111
New loans    – 1,200,000
Loan repayments    (264,259) (120,000)
Net cash (used in)/from financing activities    (320,573) 2,706,643
Net increase/(decrease) in cash and cash equivalents    38,004 (509,328)
Cash and cash equivalents at beginning of year    76,862 586,190
Cash and cash equivalents at end of year    114,866 76,862
Company Cash Flow Statement
for the year ended 31 March 2009 35 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
1 AUTHORISATION OF FINANCIAL STATEMENTS
The financial statements of Omega Diagnostics Group PLC for the year ended 31 March 2009 were authorised for issue by the board of 
directors on 6 July 2009, and the balance sheets were signed on the board’s behalf by David Evans and Kieron Harbinson. Omega Diagnostics 
Group PLC is a Public Limited Company incorporated in England. The Company’s ordinary shares are traded on the AIM Market.
2 STATEMENT OF COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (‘IFRS’)
The financial statements have been prepared in accordance with IFRS, as adopted by the European Union, as they apply to the financial 
statements of the Group and Company for the year ended 31 March 2009 respectively.
3 SIGNIFICANT ACCOUNTING POLICIES 
Basis of preparation
The accounting policies which follow set out those policies which have been applied consistently to all periods presented in these financial 
statements. These financial statements are presented in sterling.
Changes in accounting policy
The accounting policies adopted are consistent with those of the previous financial year.
Basis of consolidation
The Group financial statements consolidate the financial statements of Omega Diagnostics Group PLC and the entities it controls (its subsidiaries). 
Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities and is achieved 
through direct or indirect ownership of voting rights. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group 
obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries used in the 
preparation of the consolidated financial statements are based on consistent accounting policies. All inter-company balances and transactions, 
including unrealised profits arising from them, are eliminated. 
Use of estimates and judgements
The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application 
of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period  
in which the estimate is revised and in any future periods affected.
The significant areas of estimation and uncertainty and critical judgements in applying the accounting policies that have the most significant 
effect on the amounts recognised in the financial information are discussed below. Further judgements, assumptions and estimates are set 
out in the Group financial statements.
Valuation of intangible assets
Management judgement is required to estimate the useful lives of intangible assets having reference to future economic benefits expected 
to be derived from use of the asset. Economic benefits are based on the fair values of estimated future cash flows.
Impairment of goodwill
Goodwill is tested annually for impairment. The test considers future cash flow projections of cash generating units that give rise to the 
goodwill. Where the discounted cash flows are less than the carrying value of goodwill, an impairment charge is recognised for the difference. 
Further analysis of the estimates and judgements are disclosed in Note 9.
Deferred tax assets
Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing 
and level of future taxable profits together with an assessment of the effect of future tax planning strategies. The carrying value of the 
deferred tax asset at 31 March 2009 is £107,530 (2008: £124,310). Further details are contained in Note 15.
Earn-out valuation
Management judgement is required to determine the financial liability to be recognised in respect of the earn-out. Management bases 
their estimation on the sales levels expected over the relevant period on historic data, current market conditions and the likelihood of future 
budgets being achieved. At 31 March 2009 the Genesis Earn-out has a carrying value of £131,580 (2008: £329,540). As the earn-out is 
based on 7% of sales of certain products, the earn-out amount may vary depending on the level of sales achieved.
Notes to the Financial Statements
for the year ended 31 March 2009 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
36
3 SIGNIFICANT ACCOUNTING POLICIES (continued)
Presentation currency and foreign currencies
The financial statements are presented in UK pounds sterling. Transactions in currencies other than sterling are recorded at the prevailing 
rate of exchange at the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign 
currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities that are denominated in 
foreign currencies are translated at the rates prevailing at the date of the transaction. Gains and losses arising on retranslation are included 
in the net profit or loss for the year.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and net of discounts and sales-related taxes. Sales of 
goods are recognised when the significant risks and rewards of ownership are transferred to the customer. This will be when goods have 
been dispatched and the collection of the related receivable is reasonably assured. Revenue relates to the sale of medical diagnostic kits.
Goodwill
Business combinations are accounted for under IFRS 3 using the purchase method. Any excess of the cost of the business combination 
over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the balance sheet 
as goodwill and is not amortised.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for 
impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired.
For the purpose of impairment testing, goodwill is allocated to the related cash generating units monitored by management, usually at 
business segment level or statutory company level as the case may be. Where the recoverable amount of the cash-generating unit is  
less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement.
Intangible assets
Intangible assets acquired as part of a business combination are recognised outside goodwill if the asset is separable or arises from 
contractual or other legal rights and its fair value can be measured reliably. Following initial recognition at fair value at the acquisition 
date, the historic cost model is applied, with intangible assets being carried at cost less accumulated amortisation and accumulated 
impairment losses. Intangible assets with a finite life have no residual value and are amortised on a straight line basis over the expected 
useful lives, with charges included in administration costs, as follows:
Technology assets – 20 years
The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value 
may not be recoverable.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation  
is charged so as to write off the cost of assets to their estimated residual values over their estimated useful lives, on a straight line basis 
as follows:
Leasehold improvements – 10 years, straight line with no residual value
Plant and machinery – 8-10 years, straight line with no residual value
Motor vehicles – 5 years, straight line with no residual value
The carrying values of property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate the 
carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful lives are reviewed annually 
and where adjustments are required, these are made prospectively.
Impairment of assets
The Group and Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such 
indication exists, the Group and Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the 
higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use, and is determined for an individual asset, 
unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the 
carrying amount of an asset exceeds its recoverable amount, the asset is considered to be impaired and is written down to its recoverable 
amount. In assessing value in use, the estimated future cash flows are discounted to their net present value, using a pre-tax discount rate 
that reflects current market assessments of the time value of money and the risks specific to that asset. Impairment losses on continuing 
operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset.
Notes to the Financial Statements (continued) 37 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
3 SIGNIFICANT ACCOUNTING POLICIES (continued)
Government grants
Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be 
met, usually on submission of a valid claim for payment. Government grants in respect of capital expenditure are credited to a deferred 
income account and are released to the income statement over the expected useful lives of the relevant assets by equal annual instalments.
Borrowing costs
Borrowing costs are recognised in the income statement in the period in which they are incurred, except in the case of arrangement  
fees for long-term borrowings, where the fee is amortised to the income statement using the effective interest rate method.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is defined as standard cost or purchase price and includes all direct 
costs incurred in bringing each product to its present location and condition. Net realisable value is based on estimated selling price less 
any further costs expected to be incurred prior to completion and disposal. 
Leasing and hire purchase commitments
Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter 
of their lease period and useful life. The corresponding lease or hire purchase obligation is capitalised in the balance sheet as a liability. 
The interest element of the rental obligation is charged to the income statement over the period of the lease and represents a constant 
proportion of the balance of capital repayments outstanding.
Rentals applicable to operating leases, where substantially all the benefits and risks remain with the lessor, are charged against profits  
on a straight line basis over the period of the lease.
Research and development costs
Expenditure on research, which is incurred up to the point of manufacturing validation, is written off as incurred. Thereafter, expenditure  
on product development which meets certain criteria is capitalised and amortised over its useful life. The manufacturing validation stage  
is when it is probable that the product will generate future economic benefits, and the following criteria have been met: technical feasibility; 
intention and ability to sell the product; availability of resources to complete the development of the product; and the ability to measure 
the expenditure attributable to the product. The useful life of the intangible asset is determined on a product by product basis, taking 
into consideration a number of factors. Development costs previously recognised as an expense are not recognised as an asset in a 
subsequent period.
Exceptional items
The group presents as exceptional items on the face of the income statement, those material items of income and expense which, because 
of the nature and expected infrequency of the events giving rise to them, merit special presentation to allow shareholders to understand 
better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in 
financial performance.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short-term deposits with an original maturity  
of three months or less.
For the purposes of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined 
above, net of any outstanding bank overdrafts.
Trade receivables
Trade receivables are recognised and carried at the lower of original invoice amount and recoverable amount. A provision for doubtful 
amounts is made when there is objective evidence that collection of the full amount is no longer probable. Balances are written off when  
the probability of recovery is assessed as remote. Payment terms vary from payment in advance to 90 days.
Share-based payments
Equity-settled transactions
For equity-settled transactions, the group measures the award by reference to the fair value at the date at which they are granted and it 
is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to 
the award. Fair value is determined using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any 
vesting conditions, other than conditions linked to the price of the shares of the Company (market conditions). No expense is recognised 
for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting 
irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
38
Notes to the Financial Statements (continued)
3 SIGNIFICANT ACCOUNTING POLICIES (continued)
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period 
has expired and management’s best estimate of the achievement or otherwise of non-market conditions and of the number of equity 
instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above. 
The movement in cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding 
entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost 
based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over 
the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value  
of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised 
if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in  
the income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation  
or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the income statement.
Pension contributions
Contributions to personal pension plans of employees on a defined contribution basis are charged to the income statement in the year  
in which they are payable.
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based  
on tax rates and laws that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying 
amounts in the financial statements, with the following exceptions:
•	 wher e 	 t he 	 t emp or ar y 	 d if f er en ce 	 ari s es 	 fr om 	 t he 	 i n it ial 	 r ecogn it i on 	 o f 	 goo dwi l l 	 or 	 o f 	 an 	 ass e t 	 or 	 l iabi l ity 	 i n 	 a 	 t r an sa ct i on 	 t ha t 	 i s 	 n o t 	 a 	 b usi ness	
combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
•	 i n 	 r espect 	 o f 	 t a x able 	 t emp or ar y 	 d if f er en ces 	 ass ocia t ed 	 wit h 	 i n v es t men t s 	 i n 	 s ub si d iaries , 	 ass ocia t es 	 an d 	 j oi n t 	 v en t ur es , 	 wher e 	 t he 	 t i m i n g 	 o f 	 t he	
reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; 
and
•	 de f err ed 	 i n come 	 t a x 	 ass e t s 	 ar e 	 r ecogn i s ed 	 on ly 	 t o 	 t he 	 e xt en t 	 t ha t 	 it 	 i s 	 p r ob able 	 t ha t 	 t a x able 	 p r o fit 	 wi l l 	 be 	 a v ai lable 	 a gai n s t 	 wh i ch 	 t he 	 ded uct i ble	
temporary differences, carried forward tax credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the 
related asset is realised or the liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise, income tax is 
recognised in the income statement.
Financial instruments
Financial assets, liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. 
An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Trade receivables do not carry any interest and are stated at their fair value as reduced by appropriate allowances for estimated 
irrecoverable amounts. Trade payables are not interest-bearing and are stated at their fair value.
Interest-bearing loans and overdrafts are recorded at the proceeds received, less any repayments. Accrued interest is presented as part  
of the loans and overdrafts balances.
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing 
liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and recognition  
of the new liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised.
Financial liabilities have been recognised at the present value of the consideration expected to be payable by discounting the expected 
future cash flows at prevailing interest rates. At initial recognition, the quantum of liability to be recognised will depend upon management’s 
expectation, at that date, of the amount that would ultimately be payable. Where there is a change to the expectation of an amount of 
deferred financial liability, the change is reflected through the income statement. Any changes to contingent financial liabilities are reflected 
through goodwill. 39 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
3 SIGNIFICANT ACCOUNTING POLICIES (continued)
The Group uses derivative financial instruments to reduce its exposure to fluctuations in interest rates, both in sterling and US dollars. The Group 
does not hold or issue derivatives for speculative or trading purposes. Derivative financial instruments are recognised as assets and liabilities 
measured at their fair values at the balance sheet date. The fair value of interest rate contracts is determined by reference to market values for 
similar instruments that have similar maturities. Changes in fair value are recognised in the income statement included in finance costs, due to 
the fact that hedge accounting has not been applied. Under IAS 39, these derivatives are classified as financial assets and liabilities at fair value 
through profit and loss. 
Financial assets and liabilities that are held for trading and other assets and liabilities designated as such on inception are included in this 
category. Financial assets and liabilities are classified as held for trading if they are acquired for sale in the short-term. Derivatives are also 
classified as held for trading unless they are designated as hedge instruments. Assets are carried in the balance sheet at fair value with 
gains or losses recognised in the income statement.
Company’s investments in subsidiaries 
The company recognises its subsidiaries in investments at cost. The carrying value of investments is reviewed for impairment whenever 
events or changes in circumstances indicate the carrying value may not be recoverable.
New standards and interpretations not applied
IASB and IFRIC have issued the following standards and interpretations.
International Accounting Standards     Effective date*
IFRS 1/IAS 27 Amendment – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate  1 January 2009
IFRS 2 (revised) Share-based payments (vesting conditions and cancellations)    1 January 2009
IFRS 3 (revised) Business Combinations      1 July 2009
IFRS 8 Operating Segments     1 January 2009
IAS 1 (revised) Presentation of Financial Statements: A revised presentation    1 January 2009
IAS 23 Borrowing Costs – Revised     1 January 2009
IAS 27 Consolidated and separate financial statements    1 July 2009
IAS 32/IAS 1 Amendment – Puttable Financial Instruments and Obligations Arising on Liquidation  1 January 2009
IAS 39 Eligible Hedged Items     1 January 2009
International Financial Reporting Interpretations Committee (IFRIC)     Effective date*
IFRIC 13  Customer Loyalty Programmes      1 July 2008
IFRIC 15  Agreements for the Construction of Real Estate     1 January 2009
IFRIC 16  Hedges of a Net Investment in a Foreign Operation     1 October 2008
IFRIC 17  Distributions of Non-Cash Assets to Owners     1 July 2009
IFRIC 18 Transfer of Assets from Customers     1 July 2009
* The effective dates stated here are those given in the original IASB/IFRIC standards and interpretations. As the Group prepares its financial 
statements in accordance with IFRS as adopted by the European Union, the application of new standards and interpretations will be 
subject to their having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in 
an effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group’s 
discretion to adopt standards early.
The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group’s financial 
statements in the period of initial application.
IFRS 3 (revised) will apply to business combinations arising from 1 January 2010. This will require recognition of subsequent changes in the 
fair value of contingent consideration in the income statement rather than against goodwill. In addition, transaction costs will be required to 
be recognised immediately in the income statement. Financial Statements Annual Report and Accounts 2009
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40
Notes to the Financial Statements (continued)
4 SEGMENT INFORMATION (continued)
The Group’s activities are in one business segment: diagnostic testing kits. There are no other significant classes of business, either 
singularly or in aggregate. Accordingly, the Group’s primary segment reporting is by business segment, with geographical reporting 
being the secondary format. This structure has been adopted as it is consistent with the Group’s internal organisational and management 
structure, and with its system of internal financial reporting to key management, the purposes of evaluating performance, and making 
decisions about future allocations of resources. 
Business segments
    2009 2008
    £ £
Segment revenues    5,438,313 3,491,580
Segment result operating profit    572,968 298,237
There are no unallocated expenses.
Assets and liabilities
Segment assets    7,519,584 7,416,722
Unallocated assets    741,643 640,240
Total assets    8,261,227 8,056,962
Segment liabilities    871,725 726,325
Unallocated liabilities    3,024,281 3,870,176
Total liabilities    3,896,006 4,596,501
Other segment information
Segment capital expenditure    134,433 157,721
Segment depreciation    85,484 61,554
Segment amortisation of intangibles    98,750 57,604
Segment impairment of trade receivables    455 1,192
Segment earn out (credit)    – (164,228)
Segment share-based payments    77,948 –
Geographical segments
The Group’s geographical segments are based on the location of its markets and customers. Sales to external customers disclosed in 
geographical segments are based on the geographical location of its customers. The analysis of segment assets and capital expenditure 
is based on the geographical location of the assets. 
    2009 2008
    £ £
Revenues
UK    534,157 381,778
Eurozone    1,952,073 1,026,038
Other Europe    197,065 143,676
North America    156,542 53,250
South/Central America    362,776 373,939
Asia and Far East    1,212,651 777,064
Africa and Middle East    1,023,049 735,835
    5,438,313 3,491,580 41 Financial Statements Annual Report and Accounts 2009
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4 SEGMENT INFORMATION (continued)
    2009 2008
    £ £
Segment assets
UK    7,519,584 7,416,722
Unallocated assets    741,643 640,240
Total assets    8,261,227 8,056,962
Segment liabilities
UK    871,725 726,325
Unallocated liabilities    3,024,281 3,870,176
Total liabilities    3,896,006 4,596,501
Capital expenditure
UK    134,433 157,721
Unallocated assets comprise cash, income tax receivable and deferred taxation, derivative financial instruments and professional fees 
incurred in respect of potential acquisitions. Unallocated liabilities comprise interest-bearing loans, borrowings, other financial liabilities, 
derivative financial instruments, deferred taxation, income tax payable.
5 FINANCE COSTS
    2009 2008
Consolidated    £ £
Interest payable on loans and bank overdrafts    96,120 101,623
Exchange difference on loans    188,295 13,449
Unwinding of discounts    64,583 64,888
Fair value adjustment to acquisition    (57,907) –
Fair value adjustment to financial derivatives    9,871 230
Finance leases    11,270 7,231
    312,232 187,421
    2009 2008
Company    £ £
Interest payable on loans and bank overdrafts    96,102  99,684
Exchange difference on loans    188,295 13,449
Unwinding of discounts    64,583 64,888
Fair value adjustment to acquisition    (57,907) –
Fair value adjustment to financial derivatives    9,871 230
    300,944 178,251 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
42
Notes to the Financial Statements (continued)
6 TAXATION
    2009 2008
Consolidated    £ £
(a) Income tax expense
Current tax – current year    59,274 –
Current tax – prior year adjustment    (8,114) (38,128)
Deferred tax – current year    19,293 (82,087)
Deferred tax – prior year adjustment    (24,601) 6,408
Tax charge/(credit) for the year    45,852 (113,807)
    2009 2008
Consolidated    £ £
(b) Reconciliation of total tax charge
Factors affecting the tax charge for the year:
Profit before tax    266,893 123,708
Effective rate of taxation    28% 30%
Profit before tax multiplied by the effective rate of tax    74,730 37, 1 12
Effects of:
Expenses not deductible for tax purposes and permanent differences   55,495 (57,806)
Transfers from previously unrecognised deferred tax asset    (16,214) (32,818)
Research and development tax credits    (35,444) (30,445)
Tax over-provided in prior years    (32,715) (29,850)
Tax charge/(credit) for the year    45,852 (113,807)
    2009 2008
Company    £ £
(a) Income tax expense  
Current tax – current year    1,489 –
Deferred tax – current year    21,895 (19,953)
Deferred tax – prior year adjustment    (18,156) –
Tax charge/(credit) for the year    5,228 (19,953)
 
(b) Reconciliation of the total tax charge  
Factors affecting the tax charge for the year:
(Loss)/profit before tax    (28,511) 84,584
Effective rate of taxation    28% 30%
 
(Loss)/profit before tax multiplied by the effective rate of tax    (7,983) 25,375
 
Effects of:
Expenses not deductible for tax purposes    47,581 19,535
Transfers from previously unrecognised deferred tax asset    (16,214) (64,863)
Tax over-provided in prior years    (18,156) –
Tax charge/(credit) for the year    5,228 (19,953) 43 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
7 REVENUE AND EXPENSES
    2009 2008
Consolidated    £ £
Revenues
Revenue – sales of goods    5,438,313 3,491,580
Finance income    6,157 12,892
Total revenue    5,444,470 3,504,472
No revenue was derived from exchange of goods or services in either of the two years.
    2009 2008
Consolidated    £ £
Operating profit is stated after charging/(crediting)
Depreciation    85,484 61,554
Amortisation of intangibles    98,750 57,604
Net foreign exchange (gains)/losses    (94,652) 4,141
Write-down of inventories    – 11,502
Research and development costs    226,068 136,672
Impairment of trade receivables    455 1,192
Operating lease rentals    174,556 130,026
Share-based payments    77,948 –
Auditors’ remuneration
– Fees payable to the company’s auditors for the audit of the annual accounts    15,000 15,000
– Fees payable to the company’s auditors for other services 
– Taxation    20,950 1 7,700
– Local statutory audit of subsidiaries    17,500 1 7,500
– Local statutory audit of the parent company    2,500 2,500
– All other services    – 8,000
All research and development costs were charged directly to administration costs in the income statement.
Staff costs
The average monthly number of employees (including directors) was:
    2009 2008
Consolidated    number number
Operations    35 17
Management and administration    21 19
Employee numbers    56 36
Their aggregate remuneration comprised:
    2009 2008
    £ £
Wages and salaries    1,423,073 852,799
Social security costs    140,265 114,219
Pension costs    45,355 15,280
Share-based payments    77,948 –
    1,686,641 982,298 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
44
Notes to the Financial Statements (continued)
7 REVENUE AND EXPENSES (continued)
Equity-settled share-based payments
Consolidated and Company
The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans since their inception.
EMI Option Scheme and Unapproved Option Scheme:
The plans are equity-settled plans and the fair value is measured at the grant date. Under the above plans, share options are granted to 
directors and employees of the company. The exercise price of the option is equal to the market price of the shares on the date of grant. 
The options vest one year after the date of grant and are not subject to any performance criteria.
The fair value of the options is estimated at the grant date using the Black-Scholes pricing model taking into account the terms and 
conditions upon which the instruments were granted.
The contractual life of each option granted is ten years and there is no cash settlement alternative.
1,833,289 share options were granted on 10 December 2008. All of these are still outstanding, and none are exercisable, at the year end.  
The weighted average fair value of options granted during the year was 15.84p with a remaining contractual life of 9.75 years at 31 March 2009.
The following table lists the inputs to the model used for the year end 31 March 2009.
    2009 2008
Dividend yield    0% –
Expected volatility    84% –
Risk free interest rate    2% –
Expected life of option    10 years  –
Share price at date of grant    19p 
     
The expected life of the options is based on management’s assumption of the options’ life due to the lack of any historical data on the 
exercise period of these options. The assumption takes into account the experience of employees and directors and is not necessarily 
indicative of exercise patterns that may occur.
The expected volatility reflects the assumption that historical volatility over a period similar to the life of the option is indicative of future 
trends, which may not necessarily be the actual outcome. 
Directors’ remuneration
    2009 2008
Consolidated    £ £
Fees    50,462 23,750
Emoluments    215,000 157,500
Contributions to personal pension    13,458 5,250
    278,920 186,500
Members of a defined contribution pension scheme at the year end:   2 2
    2009 2008
Company    £ £
Fees    50,462 23,750
Emoluments    215,000 157,500
    265,462 181,250 45 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
8 ACQUISITION OF SUBSIDIARIES
On 3 September 2007, the Group acquired 100% of the voting shares of Genesis Diagnostics Ltd (‘Genesis’) and Cambridge Nutritional 
Sciences Ltd (‘CNS’), both unlisted companies based in Cambridgeshire, UK. Genesis is an established business in the medical 
diagnostics industry developing, producing and selling a range of test kits specialising in the areas of autoimmune disease, infectious 
disease and food intolerance. CNS provides a testing service for food intolerance and various other diseases.    
 
The acquisition was accounted for using the purchase method of accounting, and the consolidated financial statements included the 
results of Genesis and CNS in the prior year for the seven-month period from the acquisition date. The fair values of the identifiable assets 
and liabilities of Genesis and CNS at the date of acquisition were:     
     Total
     £
Intangible assets     1,975,000
Property, plant and equipment     395,504
Inventories     428,319
Trade and other receivables     617,515
Cash and cash equivalents     382,073
Borrowings     (45,500)
Trade and other payables     (289,428)
Deferred tax liability     (601,199)
     
Net assets     2,862,284
Goodwill on acquisition     3,194,351
     6,056,635
     
Fair value of consideration     5,978,303
Acquisition costs     78,332
     6,056,635
     
Cost of the acquisition     
The total acquisition cost of £6,056,635 comprised the following: a cash payment of £3,200,000; 4,461,220 shares in the Company with  
a fair value of £1,427,590 based on the market price at acquisition; loan notes totalling £1,100,000 discounted to a fair value of £959,539;  
an earn-out based on the future performance of certain products, estimated at £400,000 discounted to a present value of £329,540;  
a deferred cash payment of £61,634 payable 12 months after completion; and acquisition costs of £78,332. The earn-out accrues at 7% 
of sales of the relevant products over the three-year period from 1 November 2006 to 31 October 2009, and is payable in three annual 
instalments once relevant amounts are finally agreed.
Funding
To fund the cost of the acquisition, the Group raised £2,200,000 (before expenses of £455,889) via the placing of 7,333,333 new ordinary 
shares at a price of 30p per share. In addition, the Group borrowed £1.2 million under a senior term loan facility from its principal banker, 
repayable over five years. The loan carried interest at 2.5% over base rate for the first year and fell to 2% over base rate thereafter as the 
Group remained within agreed covenants. The vendors of Genesis and CNS were issued loan notes of £1,100,000 repayable in three  
equal instalments on anniversary dates in 2012, 2013 and 2014. Interest accrues at base rate and is payable with the final instalment.
Cash outflow on acquisition
    2009 2008
    £ £
Net cash acquired with Genesis and CNS    – 382,074
Acquisition costs    – (78,332)
Cash paid    – (3,200,000)
Deferred cash payment    (61,634) –
Contingent consideration payments    (105,837) –
Net cash outflow    (167,471) (2,896,258) Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
46
Notes to the Financial Statements (continued)
9 INTANGIBLES
    Technology 
   Goodwill assets Total 
Consolidated   £ £ £
Cost     
At 1 April 2007   – – –
On acquisition   3,194,351 1,975,000 5,169,351
At 31 March 2008   3,194,351 1,975,000 5,169,351
Adjustment related to contingent consideration   (133,297) – (133,297)
At 31 March 2009   3,061,054 1,975,000 5,036,054
     
Accumulated amortisation and impairment     
At 1 April 2007   – – –
Amortisation charge in the year   – 57,604 57,604
At 31 March 2008   – 57,604 57,604
Amortisation charge in the year   – 98,750 98,750
At 31 March 2009   – 156,354 156,354
     
Net book value      
31 March 2009   3,061,054 1,818,646 4,879,700
31 March 2008   3,194,351 1,917,396 5,111,747
     
Impairment testing of goodwill      
The Group tests goodwill annually for impairment, or more frequently if there are indicators of impairment. The carrying amount of goodwill 
is indicated in the table above.     
The recoverable amount of Genesis-CNS has been determined based on a value in use calculation using cash flow projections based 
on the financial budget approved by the Board covering the period to 31 March 2010. The key assumption used for the budget is the 
revenue opportunity for existing products and in particular, the opportunity for microarray and macroarray-based products. The discount 
rate applied to cash flows is 14% reflecting the pre-tax weighted average cost of capital (WACC) for the group. The WACC is the weighted 
average cost of pre-tax cost of debt financing and the pre-tax cost of equity financing. Cash flows beyond the budget period are 
extrapolated over the next 4 years using a growth rate of 7% that equates to the current rate of growth seen globally in the IVD industry. 
Thereafter, a nil growth rate has been assumed for prudence. As a result, there has been no impairment to the carrying value of goodwill. 
Sensitivity analysis     
Base forecasts show significant headroom above carrying value. Sensitivity analysis has been undertaken to assess the impact of any 
reasonably possible change in key assumptions. There is no reasonably possible change that would cause the carrying value to exceed   
the recoverable amount. 
       
The adjustment relating to contingent consideration amounting to £133,297 results from a reassessment of the Genesis/CNS earn out.  
This is further analysed in Note 20. Other than for the adjustment above, there has been no impairment to the carrying value of goodwill. 47 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
10 PROPERTY, PLANT AND EQUIPMENT
  Leasehold Plant and Motor
  improvements machinery vehicles  Total
Consolidated  £ £ £ £
Cost
At 1 April 2007  81,044 509,284 – 590,328
Additions  – 157,721 – 157,721
On acquisition  49,156 662,314 36,378 747,848
Disposal  – – (7,731) (7,731)
At 31 March 2008  130,200 1,329,319 28,647 1,488,166
Additions  – 134,433 – 134,433
Disposal  – (398) (10,479) (10,877)
At 31 March 2009  130,200 1,463,354 18,168 1,611,722
     
Accumulated amortisation and impairment     
At 1 April 2007  28,210 454,123 – 482,333
Charge in the year  10,972 47,046 3,536 61,554
On acquisition  13,428 323,233 15,682 352,343
Disposal  – – (711) (711)
At 31 March 2008  52,610 824,402 18,507 895,519
Charge in the year  13,020 69,810 2,654 85,484
Disposal  – (391) (8,336) (8,727)
At 31 March 2009  65,630 893,821 12,825 972,276
     
Net book value     
31 March 2009  64,570 569,533 5,343 639,446
31 March 2008  77,590 504,917 10,140 592,647
The net book value of plant and machinery held under finance leases at 31 March 2009 is £280,671 (2008: £196,949).
11 INVENTORIES
    2009 2008
    £ £
Raw materials    527,509 434,588
Work in progress    121,135 132,406
Finished goods and goods for resale    113,736 60,043
    762,380 627,037 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
48
Notes to the Financial Statements (continued)
12 TRADE AND OTHER RECEIVABLES
    2009 2008
Consolidated    £ £
Trade receivables    1,070,348 962,617
Prepayments and other receivables    184,615 122,674
    1,254,963 1,085,291
The Directors consider that the carrying amount of trade receivables and other receivables approximates their fair value.
    2009 2008
Company    £ £
Prepayments and other receivables    42,852 32,818
Due from subsidiary companies    743,419 716,604
    786,271 749,422
Analysis of trade receivables
    2009 2008
Consolidated    £ £
Neither impaired nor past due    838,042 579,744
Past due but not impaired    232,306 382,873
    2009 2008
Company    £ £
Neither impaired nor past due    743,419 716,604
Ageing of past due but not impaired trade receivables
    2009 2008
Consolidated    £ £
Up to 3 months    202,732 325,473
Between 3 and 6 months    23,935 57,400
More than 6 months    5,639 –
The Directors consider that the carrying amount of trade receivables and other receivables approximates their fair value.
The credit quality of trade receivables that are neither past due nor impaired is assessed internally with reference to historical information 
relating to counterparty default rates. 49 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
13 INTEREST-BEARING LOANS AND BORROWINGS AND FINANCIAL INSTRUMENTS
    2009 2008
Consolidated    £ £
Current
Bank loans    290,710 241,325
Obligations under finance leases    81,594 47,544
    372,304 288,869
Non-current
Bank loans    726,776 852,124
Obligations under finance leases    136,322 1 1 7,914
Other loans    1,012,165 1,006,874
    1,875,263 1,976,912
Bank loans comprise the following:
£1,017,486 variable rate loan 2012 (base rate + 2.0%: 2008 base rate +2.5%)   1,017,486 1,093,449
    1,017,486 1,093,449
Less current instalments    (290,710) (241,325)
    726,776 852,124
    2009 2008
Consolidated    £ £
Other loans comprise the following:
Vendor loan – 2014 (base rate)    1,012,165 1,006,874
    1,012,165 1,006,874
The term loans are secured by a floating charge over the assets of the Group. Cross guarantees between Omega Diagnostics Group 
PLC, Omega Diagnostics Limited, Genesis Diagnostics Limited and Cambridge Nutritional Sciences Limited are in place, and Omega 
Diagnostics Group PLC has given the Bank of Scotland a debenture secured over the assets of the Company. Two Directors have also 
provided personal guarantees of £100,000 in support of the term loan.
There are two Bank of Scotland term loans of £420,000 (2008: £540,000) and US$855,540 (2008: US$1,099,980) repayable in equal 
monthly instalments of £10,000 and US$20,370, both with a maturity date of 4 September 2012. In September 2008, the interest margin 
decreased from 2.5% to 2.0% as the Group remained within all its bank covenants throughout the first year of the loans.
    2009 2008
Company    £ £
Current
Bank loans    290,710 241,325
    290,710 241,325
Non-current
Bank loans    726,776 852,124
Other loans    1,012,165 1,006,874
    1,738,941 1,858,998
Bank loans comprise the following:
£1,017,486 variable rate loan 2012 (base rate + 2.0%: 2008 +2.5%)    1,017,486 1,093,449
    1,017,486 1,093,449
Less current instalments    (290,710) (241,325)
    726,776 852,124 Financial Statements Annual Report and Accounts 2009
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50
Notes to the Financial Statements (continued)
13 INTEREST-BEARING LOANS AND BORROWINGS AND FINANCIAL INSTRUMENTS (continued)
    2009 2008
Company    £ £
Other loans comprise the following:
Vendor loan – 2014 (base rate)    1,012,165 1,006,874
    1,012,165 1,006,874
14 TRADE AND OTHER PAYABLES
    2009 2008
Consolidated    £ £
Trade payables    667,967 346,241
Social security costs    42,582 35,143
Accruals and other payables    161,176 344,941
    871,725 726,325
Trade payables and other payables comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the 
carrying amount of trade payables approximates their fair value.
    2009 2008
Company    £ £
Trade payables    91,885 25,016
Accruals and other payables    67,718 224,492
Due to subsidiary companies    396,875 156,089
    556,478 405,597
Trade payables and other payables comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the 
carrying amount of trade payables approximates their fair value.
15 DEFERRED TAXATION
The deferred tax asset is made up as follows:
    2009 2008
Consolidated    £ £
Decelerated capital allowances    18,228 35,442
Temporary differences    23,061 1,708
Tax losses carried forward    66,241 87, 160
    107,530 124,310
    2009 2008
Company    £ £
Tax losses carried forward    – 19,953
Temporary differences    16,214 –
    16,214 19,953
A deferred tax asset has been recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable 
profits will be available against which the unused tax losses can be utilised. 51 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
15 DEFERRED TAXATION (continued)
The deferred tax liability is made up as follows:
    2009 2008
Consolidated    £ £
Fair value adjustments on acquisition    564,481 579,058
Accelerated capital allowances    10,584 12,308
    575,065 591,366
16 SHARE CAPITAL
    2009 2008
Company    number number
Authorised share capital     
Ordinary shares of 4 pence each    77,500,000 77,500,000
Deferred shares of 0.9 pence each    600,000,000 600,000,000
Issued and fully paid share capital 
At the beginning of the year    14,875,694 123,245,615
     
Consolidation of shares on 40:1 basis    – 3,081,140
     
Issued during the year    757,213 11,794,554
At the end of the year    15,632,907 14,875,694
     
    £ £
Shares allotted for cash     
Aggregate nominal value    – 293,333
Share premium    – 1,906,667
Expense of issue    – (455,889)
Consideration received    – 1,7 44, 111
     
Shares allotted for non-cash consideration     
Aggregate nominal value    30,289 178,449
Share premium    575,482 1,249,142
Increase in issued capital    605,771 1,427,591
    2009 2008
Consolidated    number number
     
Issued and fully paid share capital     
At the beginning of the year    14,875,694 123,245,615
Consolidation of shares on 40:1 basis    – 3,081,140
     
Issued during the year    757,213 11,794,554
At the end of the year    15,632,907 14,875,694
     
     Financial Statements Annual Report and Accounts 2009
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52
Notes to the Financial Statements (continued)
16 SHARE CAPITAL (continued)
    £ £
Shares allotted for cash     
Aggregate nominal value    – 293,333
Share premium    – 1,906,667
Expense of issue    – (455,889)
Consideration received    – 1,7 44, 111
     
Shares allotted for non-cash consideration     
Aggregate nominal value    30,289 178,449
Share premium    575,482 1,249,142
Increase in issued capital    605,771 1,427,591
 
The Company granted warrants to those shareholders in Quintessentially English plc, on the register just prior to the reverse transaction 
in 2006. These warrants entitle those shareholders to subscribe for a total of 139,710 new ordinary shares. The warrants have an exercise 
price of 80p per share and an expiry date of 19 September 2009.
During the year, the Company granted options over 1,833,289 ordinary shares at an exercise price of 19p per share. The options will expire 
if not exercised within ten years of the date of grant.
In accordance with the Omega earn-out, additional shares were issued to the original shareholders of Omega Diagnostics Limited in 
settlement of the earn-out of £605,771. The number of new ordinary shares issued was 757,213.
17 COMMITMENTS AND CONTINGENCIES
Operating lease commitments
Future minimum rentals payable under non-cancellable operating leases are as follows:
    2009 2008
Consolidated    £ £
Land and buildings:
Within 1 year    163,374 163,374
Within 2 to 5 years    374,559 537,933
Other:
Within 1 year    10,599 10,546
Within 2 to 5 years    22,311 23,906
After 5 years    – 1,800
Land and buildings leases in force for Omega Diagnostics Ltd premises extend to June 2011, at which point they may be re-negotiated.  
The land and buildings leases in force for the premises of Genesis Diagnostics Ltd and Cambridge Nutritional Sciences extend to  
March 2013, at which point they may be re-negotiated.
Other leases are in force for office equipment items and extend to time periods ranging from June 2009 to March 2014. The leases may be 
extended at the expiry of their term.
Performance bonds
The Group has performance bonds and guarantees in place amounting to £30,000 at 31 March 2009 (2008: £30,000).  53 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
18 RELATED PARTY TRANSACTIONS
Remuneration of key personnel
The remuneration of the Directors, who are the key management personnel of Omega Diagnostics Group PLC, is set out below in 
aggregate for each of the categories specified in IAS 24 Related Party Disclosures:
    2009 2008
    £ £
Short-term employee benefits    265,462 181,250
Share-based payments    77,948 –
Post-employment benefits    13,458 5,250
    345,388 186,500
Included within short-term employee benefits are amounts paid to MBA Consultancy of £25,000 (2008: £nil), a company controlled by 
David Evans and £16,250 (2008: £15,000) to Alberdale Catalyst Ltd, a company controlled by Michael Gurner.
Other related party transactions
During the year there have been transactions between the parent Company, Omega Diagnostics Limited, Genesis Diagnostics Limited  
and Cambridge Nutritional Sciences, largely relating to payment of fees. The amounts outstanding at the year end are as follows:
  ODG ODL Genesis CNS 
At 31 March 2009  £ £ £ £
Omega Diagnostics Group PLC (Entity)  – (743,419) 187,660 209,215
Omega Diagnostics Limited  743,419 – 59,394 (7,163)
Genesis Diagnostics Limited  (187,660) (59,394) – (96,035)
Cambridge Nutritional Sciences Limited  (209,215) 7,163 96,035 –
  ODG ODL Genesis CNS 
At 31 March 2008  £ £ £ £
Omega Diagnostics Group PLC (Entity)  – (716,604) 34,032 122,057
Omega Diagnostics Limited  716,604 – 14,740 (10,000)
Genesis Diagnostics Limited  (34,032) (14,740) – 40,057
Cambridge Nutritional Sciences Limited  (122,057) 10,000 (40,057) –
During the year there were transactions between the Company and its subsidiaries as follows:    
    2009 2008
    £ £
    
Balance at 1 April 2008    560,515  111,753 
    
Charges to subsidiary companies    959,658  644,302 
Charges from subsidiary companies    (290,286) (180,958)
Transfers of cash to subsidiary companies    802,509  665,418 
Transfers of cash from subsidiary companies    (1,685,851) (680,000)
Balance at 31 March 2009    346,544  560,515
Related party transactions in connection with the aborted transaction are disclosed in Note 19 below. There were no balances outstanding 
at the year end. Note 13 discloses personal guarantees made by two of the Directors in support of the bank term loan. Under the Omega 
earn-out (see Note 16), two of the Directors were issued with 420,567 ordinary shares in the Company with a market value of £127,222 at 
the time of issue.     Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
54
19 EXCEPTIONAL ITEMS
Exceptional administration costs
During the year to 31 March 2009, the Company was involved in the planned acquisition of another company which required the Company 
to raise new funds to complete the acquisition. The funding environment deteriorated throughout the process, due to the turmoil in 
worldwide financial markets and, in early November, the Company concluded that due to these challenging circumstances it was not 
possible to raise sufficient funds to complete the transaction. The Company incurred costs of £265,920 in connection with the aborted 
transaction but it was able to significantly reduce the impact of these costs to 30% of the total by obtaining indemnities from third parties 
for 70% of these costs. Among these third parties were Dr Mike Walker and David Evans who agreed to cover 30% and 10% of the costs 
respectively under an agreement entered into on 3 September 2008. As a result the financial impact of the aborted transaction to the 
Company has been limited to £80,301. Due to the one-off nature and value of these costs, they are separately disclosed and treated  
as an exceptional item in the income statement so that they do not impact on the results from normal trading operations.
20 OTHER FINANCIAL LIABILITIES
 
Consolidated and Company     £
Earn-out relating to Omega     
As at 1 April 2007     705,112
Fair value adjustment through finance costs     64,888
Fair value adjustment through administration costs     (164,228)
Earn-out relating to Omega as at 31 March 2008     605,772
Earn-out relating to Genesis-CNS acquisition during the year     329,540
As at 31 March 2008     935,312
     
As at 1 April 2008     935,312
Fair value adjustment to Genesis-CNS earn-out through finance costs    41,173
Fair value adjustment to Genesis-CNS earn-out through goodwill    (133,296)
Genesis-CNS earn-out paid in year     (105,837)
Shares allotted for non-cash consideration to settle Omega earn-out    (605,772)
As at 31 March 2009     131,580
The earn-out relating to Genesis/CNS amounting to £131,580 is contained within current financial liabilities.
21 INVESTMENTS
Company
The Company’s investments in subsidiaries which are all 100% owned are comprised of the following:
    2009 2008
    £ £
Investment in Omega Diagnostics Limited    1,752,884  1,752,884
Investment in Genesis Diagnostics Limited    1,845,065 1,933,930
Investment in Cambridge Nutritional Sciences Limited    4,078,274 4,122,706
Investment in Bealaw (692) Limited    1 1
Investment in Bealaw (693) Limited    1 1
    7,676,225  7,809,522
The movement in the cost of the investment in Genesis Diagnostics Ltd of £88,865 reflects the change to the earn-out calculation under 
IFRS 3. The movement in the cost of the investment in Cambridge Nutritional Sciences Ltd of £44,432 reflects the change to the earn-out 
calculation under IFRS 3. Bealaw (692) Limited and Bealaw (693) Limited are both dormant companies which have never traded.
Notes to the Financial Statements (continued) 55 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
22 EARNINGS PER SHARE  
Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the Group by the 
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the Group by the weighted 
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued 
on the conversion of all the dilutive potential ordinary shares into ordinary shares. Diluting events are excluded from the calculation when 
the average market price of ordinary shares is lower than the exercise price. 
    2009 2008
    £ £
Net profit attributable to equity holders of the Group    221,041 237,515
    2009 2008
    Number Number
Basic average number of shares    15,356,991 9,921,322
Omega earn-out    – 757,213
Diluted weighted average number of shares    15,356,991 10,678,535
Earnings per share before exceptional items
The Group presents as exceptional items on the face of the income statement, those material items of income and expense which, 
because of the nature and the expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to 
understand better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better 
trends in financial performance.
To this end, basic and diluted earnings per share are also presented on this basis using the weighted average number of ordinary shares, 
both basic and diluted.
Net profit before exceptional items attributable to equity holders of the Group is derived as follows:
    2009 2008
    £ £
Net profit attributable to equity holders of the Group    221,041 237,515
Exceptional items    80,301 –
Profit before exceptional items attributable to equity holders of the Group   301,342 237,515
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise loans, finance leases and cash. The main purpose of these financial instruments is 
to manage the Group’s funding and liquidity requirements. The Group has other financial instruments, such as trade receivables and trade 
payables, which arise directly from its operations. The principal financial risks to which the Group is exposed are those relating to foreign 
currency, credit, liquidity and interest rate. These risks are managed in accordance with Board-approved policies.
Foreign currency risk
The Group buys and sells goods and services in currencies other than the functional currency of its operations. The Group has US dollar 
and euro denominated bank accounts. Where possible, the Group will offset currency exposure where purchases and sales can be made 
from these foreign currency bank accounts. The Group’s non-sterling revenues, profits, assets, liabilities and cash flows can be affected by 
movements in exchange rates. It is Group policy not to engage in any speculative transaction of any kind. As at 31 March 2009, the Group 
has not entered into any hedge transactions. Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
56
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
The following table demonstrates the sensitivity to a possible change in currency rates on the Group’s profit before tax through the impact 
of sterling weakening against the US dollar, the euro and the Canadian dollar.
     Effect on
     profit before tax
    Decrease in and equity
    currency rate £
2009
Trade and other receivables    5% 15,626
Trade and other payables    5% (7,510)
Cash and cash equivalents    5% 16,452
Bank loans    5% (31,447)
2008     
Trade and other receivables    5% 8,147 
Trade and other payables    5% (3,800)
Cash and cash equivalents    5% 12,777
Bank loans    5% (29,129)
An increase in currency rate of 5% would have a similar opposite effect. The sensitivity around bank loans above represents the entire 
impact on the Company’s profit before tax and equity.
Credit risk
The Group’s credit risk is primarily attributable to its trade receivables. The Group conducts its operations in many countries, so there is no 
concentration of risk in any one area. In most cases, the Group grants credit without security to its customers. Credit worthiness checks 
are undertaken before entering into contracts with new customers, and credit limits are set as appropriate. The amounts presented in the 
balance sheet are net of allowance for doubtful receivables. An allowance for impairment is made where there is an identifiable loss event 
which, based on previous experience, is evidence of a reduction in the recoverability of cash flows.
Capital management
An explanation of the Group’s capital management process and objectives is set out in the Capital management section on page 18 of the 
Financial Review.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility of working capital arrangements through the use 
of bank loans. The Group also maintains its available financial assets to ensure continued liquidity.
Notes to the Financial Statements (continued) 57 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
The table below summarises the maturity profile of the Group’s financial liabilities at 31 March 2009 based on the undiscounted cash flows 
of liabilities based on the earliest date on which the group can be required to pay. 
 Less than  3 to 12 1 to 5 More than 
 3 months months years 5 years Total
Consolidated £ £ £ £ £
2009     
Trade and other payables 829,143 – – – 829,143
Obligations under finance lease 20,902 60,692 136,322 – 217,916
Bank loans 78,784 233,686 749,135 – 1,061,605
Vendor loan – – 733,334 478,337 1,211,671
 928,829 294,378 1,618,791 478,337 3,320,335
2008 
Trade and other payables 629,548  61,634 – – 691,182
Obligations under finance lease 11,536 36,008 117,914 – 165,458
Bank loans 75,367 222,207 932,957 – 1,230,531
Vendor loan – – 366,666 1,239,128 1,605,794
 716,451 319,849 1,417,537 1,239,128 3,692,965
The table below summarises the maturity profile of the Company’s financial liabilities at 31 March 2009 based on the undiscounted cash 
flows of liabilities based on the earliest date on which the Company can be required to pay.     
      
  Less than  3 to 12 1 to 5 More than  
  3 months months years 5 years Total
Company  £ £ £ £ £
     
2009     
Trade and other payables 556,478 – – – 556,478
Bank loans 78,784 233,686 749,135 – 1,061,605
Vendor loan – – 733,334 478,337 1,211,671
  635,262 233,686 1,482,469 478,337 2,829,754
      
2008      
Trade and other payables 405,597  61,634 – – 467,231
Bank loans 75,367 222,207 932,957 – 1,230,531
Vendor loan – – 366,666 1,239,128 1,605,794
  480,964 283,841 1,299,623 1,239,128 3,303,556
Interest rate risk
All of the Group’s borrowings are at variable rates of interest. The Group has an exposure to interest rate risk on changes in US dollar and 
sterling interest rates. To manage the interest rate risk, the Group has taken out interest rate hedge instruments relative to the two bank 
loans listed below which will be repaid by September 2012. The change in fair value of these interest rate hedge instruments has been  
taken to the income statement in full. Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
58
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
The following table demonstrates the sensitivity to a possible change in interest rates on the Group’s profit before tax through the impact  
on floating rate borrowings and cash balances.
     Effect on
     profit before tax
    Increase in and equity
Consolidated    basis points £
2009     
Cash and cash equivalents    25 (1,406)
Bank loans    25 (2,639)
Vendor loan    25 (2,750)
2008     
Cash and cash equivalents    25 (1,113)
Bank loans    25 (1,442)
Vendor loan    25 (1,604)
A decrease of 25 basis points would have a similar opposite effect. 
The following table demonstrates the sensitivity to a possible change in interest rates on the Company’s profit before tax through the 
impact on floating rate borrowings and cash balances.      
     Effect on 
     profit before tax  
    Increase in and equity
Company    basis points £
2009     
Cash and cash equivalents    25 (240)
Bank loans    25 (2,639)
Vendor loan    25 (2,750)
2008     
Cash and cash equivalents    25 (829)
Bank loans    25 (1,442)
Vendor loan    25 (1,604)
      
A decrease of 25 basis points would have a similar opposite effect.       
Fair values 
The carrying amount for all categories of financial assets and liabilities disclosed on the balance sheet and in the related notes to the 
accounts is equal to the fair value of such assets and liabilities as at both 31 March 2009 and 31 March 2008. The monetary value 
attributable to these financial assets and liabilities is the same value that has been disclosed in the related notes to the accounts.
The valuation methods used to fair value the financial assets and liabilities have been disclosed in Note 3 of the Notes to the Financial 
Statements under the heading of Financial instruments.
The carrying amount recorded in the balance sheet of each financial asset as at 31 March 2009 and 31 March 2008, including derivative 
financial instruments, represent the Group’s maximum exposure to credit risk.
Notes to the Financial Statements (continued) 59 Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
23 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Derivative financial instruments
    2009 2008
Consolidated and Company    £ £
Included in non-current assets
Interest rate instruments     599 3,419
Included in non-current liabilities
Interest rate instruments    10,700 3,649
The derivative financial instruments comprise:
a) an interest rate cap of 5.5%, the floating rate option being Bank of England daily base rate.
b) an interest cap and floor of 5.0% and 2.25% respectively, the floating option rate being USD-Libor.
The Group does not hold or issue derivatives for speculative or trading purposes. Financial Statements Annual Report and Accounts 2009
www.omegadiagnostics.com
60
Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of the Company, Omega House,  
Hillfoots Business Village, Alva FK12 5DQ on 27 August 2009 at 11am for the following purposes:
Ordinary business
1. To receive the reports of the Directors and the Auditors and the audited accounts for the year ended 31 March 2009.
2.  To reappoint Ernst & Young LLP as Auditors of the Company to hold office until the conclusion of the next general meeting at which 
accounts are laid before the Company and that their remuneration be fixed by the Directors.
3. To re-elect Mr Michael Gurner as a Director of the Company.
4.  That the Directors be and are generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 
(Act) to exercise all powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal 
amount of £312,658.12, provided that this authority shall (unless renewed, varied or revoked by the Company in general meeting) 
expire at the completion of the next following annual general meeting of the Company, but 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 offer or agreement notwithstanding that the authority conferred by this resolution has expired. 
This authority is in substitution of all previous authorities conferred upon the Directors pursuant to section 80 of the Act, but without 
prejudice to the allotment of any relevant securities already made or to be made pursuant to such authorities.
Special business
5.  That subject to the passing of resolution 4 the Directors be and they are empowered pursuant to section 95 of the Companies Act  
1985 (the ‘Act’) to allot equity securities (as defined in the Act) wholly for cash pursuant to the authority conferred by resolution 4  
and/or where the allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the Act, as if section 89(1)  
of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(i)   in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as nearly as may be practicable)  
to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary  
or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of  
any regulatory body or stock exchange; and 
 (ii)    otherwise than pursuant to sub-paragraph (i) above up to an aggregate nominal amount of £213,797 .44 and shall expire at the completion 
of the next following annual general meeting of the Company, save that the Company may, before such expiry make an offer or agreement 
which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of 
any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
By order of the Board
Kieron Harbinson
Company Secretary
6 July 2009
Notes:
1.  A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to exercise all  
or any of your rights to attend, speak and vote at the meeting. You may appoint more than one proxy provided each proxy is appointed 
to exercise rights attached to different shares. A proxy need not be a member of the company.
2.  A form of proxy is enclosed. To be effective, it must be deposited at the office of the Company’s Registrars, Share Registrars Limited, 
Suite E, First Floor, 9 Lion and Lamb Yard, West Street, Farnham, Surrey GU9 7LL, so as to be received not later than 48 hours before 
the time appointed for holding the Annual General Meeting. Completion of the proxy does not preclude a member from subsequently 
attending and voting at the meeting in person if he or she so wishes.
3.  Copies of contracts of service of directors with the company or with any of its subsidiary undertakings, will be available for inspection at 
the registered office of the company during normal business hours (Saturdays and public holidays excepted) from the date of this notice 
until the conclusion of the AGM.
4.  In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the company’s 
register of members not later than 25 August 2009 or, if the meeting is adjourned, shareholders entered on the company’s register of 
members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.
Registered in England and Wales number 5017761
www.omegadiagnostics.com
Omega Diagnostics Group PLC
Omega House
Hillfoots Business Village
Alva FK12 5DQ
Scotland
United Kingdom
Tel: +44 (0)1259 763030 
Fax: +44 (0)1259 761853
Email: odl@omegadiagnostics.co.uk
Notice of Annual General Meeting Omega Diagnostics Group PLC is an AIM-quoted  
public company on the London Stock Exchange.  
Omega sells a wide range of products, primarily in the 
immunoassay, in-vitro diagnostics (IVD) market, through  
a strong distribution network in over 100 countries. 
Omega operates in a niche market in supplying tests  
for specific infectious diseases, autoimmune disease  
and food intolerance.
Sales £5.4m +56%
Gross profit £3.3m +76%
Gross profit 61.5%
Operating profit £573k +92%
09 £5,438k
08 £3,492k
07 £2,032k
09 £3,344k
08 £1,898k
07 £831k
09 61.5%
08 54.4%
07 40.9%
09 £573k
08 £298k
07 (£886k)
year on year ...
Nominated Adviser and Broker
Cenkos Securities Ltd
6.7.8 Tokenhouse Yard
London EC2R 7AS
Auditors
Ernst & Young LLP
Ten George Street
Edinburgh EH2 2DZ
Solicitors
Brodies LLP
15 Atholl Crescent
Edinburgh EH3 8HA
Share Registrar
Share Registrars Limited
Suite E
First Floor, 9 Lion and Lamb Yard
Farnham
Surrey GU9 7LL
PR
Wallbrook PR Ltd
4 Lombard Street
London EC3V 9HD
Country of Incorporation 
Omega Diagnostics Group PLC
England & Wales
Registered No. 5017761
Advisers Omega Diagnostics Group PLC 
Annual Report and Accounts 2009
Delivering strong results www.omegadiagnostics.com
Omega Diagnostics Ltd
Formed in 1987, ODL specialises in  
infectious diseases, particularly Syphilis,  
TB and Dengue Fever.
www.omegadiagnostics.com
Omega Diagnostics Group PLC
Subsidiary Companies are Omega Diagnostics Ltd, 
Genesis Diagnostics Ltd and Cambridge Nutritional 
Sciences Ltd
Cambridge Nutritional Sciences Ltd 
Formed in 2001, CNS provides clinical  
analysis to the general public, clinics and  
health professionals as well as supplying  
the consumer Food Detective™ test.
www.cambridge-nutritional.com
Genesis Diagnostics Ltd
Formed in 1994, Genesis is one of the  
UK’s leading manufacturers of high quality  
ELISA based diagnostic kits. The Company 
specialises in the research, development  
and production of kits to aid the diagnosis  
of autoimmune and infectious diseases, and  
for the detection of immune reactions to food.
www.elisa.co.uk 
Omega Diagnostics Group PLC
Omega House
Hillfoots Business Village
Alva FK12 5DQ
Scotland
United Kingdom
T el: +44 (0)1259 763030 
Fax: +44 (0)1259 761853
Email: odl@omegadiagnostics.co.uk
GENESI S
Omega Diagnostics Group PLC Annual Report and Accounts 2009