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William Ransom & Son plc  |  Annual Report 2010
Company No. 126138 Helping people to help themselves
by offering natural products from around the world
that are based on natural science 
to maintain a healthy body and mind
Who We Are
William Ransom & Son plc is a diverse 
natural health products and pharmaceutical 
company with revenues of £30m, generated 
by three divisions – natural consumer 
health products, manufacturing of natural 
extracts, and contract manufacturing 
of pharmaceutical licensed liquids and 
creams. Based in Hitchin since 1846, the 
company sells its consumer health products 
and extracts to customers in the UK 
predominantly but also to numerous export 
markets from the Middle East to Thailand 
and South Africa. The focus of the business 
is in branded natural health products based 
on natural science.
Our Vision 
William Ransom has a clear vision for the 
business that aids management decision 
making on strategic issues. Our aim is to 
become the leading, clearly branded, natural 
health products company with effective 
products sourced from around the world to 
maintain a healthy body and mind. 
Business Overview
Performance at a Glance 1
Highlights and Group Facts  2
Consumer Health Division  4
Natural Products Division and Pharmaceuticals Division  5
Business Review
Chairman’s Statement 6
Chief Executive’s Review  8
Operating and Financial Review  10
Corporate Social Responsibility  13
Board of Directors  15
Financial Statements
Directors’ Report  17
Corporate Governance  23
Directors’ Remuneration Report  25
Statement of Directors’ Responsibilities 
for the Financial Statements  28
Independent Auditors’ Report to the Members 
of William Ransom & Son plc  29
Consolidated Group Income Statement  31
Consolidated Statement of Comprehensive Income 32
Consolidated Group Balance Sheet 33
Consolidated Statement of Changes in Equity 34
Consolidated Group Cash Flow Statement  35
Notes to the Financial Statements 36
Company Accounts  52
Company Balance Sheet  56
Notes to the Company Financial Statements  57
Directors, Officers and Advisors  65
Contents 1 William Ransom & Son plc  |  Annual Report 2010
Revenue       Net working capital¹
2008   £35.1m     2008  £8.7m 
2009   £32.5m     2009  £5.5m
2010  £30.2m                                 2010  £5.7m
Underlying operating profit/(loss)²   Operating loss 
2008   £0.4m      2008   £(7.7m) 
2009   £(1.9m)     2009  £(1.7m)
2010   £(0.5m)     2010  £(12.3m)
 
Underlying loss per share³   Loss per share 
2008  (0.39p)     2008  (8.72p) 
2009   (2.80p)     2009  (2.51p)
2010   (0.90p)     2010  (14.49p)
1. Net working capital is calculated as the sum of inventory and trade receivables less trade payables 
2. Underlying operating profit/(loss) is calculated as the operating profit/(loss) before exceptional items
3. Underlying loss per share represents the loss per share before exceptional items
Performance at a Glance
Business Overview 2
Financial Statements
Highlights 09/10
•  Revenue of £30.2m (2009: £32.5m) 
•  Reduction in UK Consumer Health division sales of £2.6m (2009: £4.2m) post disposals
•  Pharmaceuticals division underlying losses, excluding £1.4m fixed assets impairment, 
reduced by £1.2m during the year to £0.4m
•  Natural products division operating profit increased by £0.8m to £0.5m operating project 
(2009: loss £0.3m)
•  Operating loss before exceptional items of £0.4m (2009: £1.9m)
•  Overall operating loss of £12.2m (2009: £1.7m) including £14m of exceptional costs of which 
£11.6m relates to goodwill impairment
Subsequent events
•  Secured three year financing agreement with KBC Business Capital in April 2010
•  Exited loss making operations in Italy in July 2010
•  Ivor Harrison, chief executive, has decided to leave the company to join a private venture and 
will be replaced by Fred Whitcomb on 27 September
•  David Suddens, non-executive chairman, and Tim Bridge, non executive director, will step down at 
the AGM on 28 October and Sir Roger Jones will take on the role of non-executive chairman
Business Overview 3 William Ransom & Son plc  |  Annual Report 2010
Business Overview
1.  Head office in Hitchin, Hertfordshire since 1846 
2.  Natural extracts facility in Hitchin
3.  Natural consumer products distribution centre in Bradford, Yorkshire 
4.  Licensed pharmaceutical facility in Witham, Essex
•   7 core brands
•  2 manufacturing sites operating to GMP standards and MHRA approved
•   Servicing over 50 markets worldwide 
•   170 employees
Group Facts
3
4
1+2 4
Financial Statements
Consumer
Health 
Division
Ransom’s Consumer Health Division (RCH) was founded 
to meet growing consumer demand for science-backed 
natural health products manufactured to pharmaceutical 
standards. Since its establishment in 2000, RCH has used 
the company’s unique combination of botanical and 
pharmaceutical expertise to grow rapidly, both organically 
and by acquisition.
In 2002, the company acquired a portfolio of branded medicines 
from Roche Products. In 2004 the company took over Health 
Perception with its market-leading brand Glucosamine, and 
in 2005 Optima Health & Nutrition became part of Ransom 
bringing a significant number of additional natural products.
Ransom’s consumer health products are exported world-wide 
through an extensive network of agents and distributors. Today 
the company has products in six main areas of healthcare: Joint 
care, oral care, skin care, digestive care, mental health and 
general well-being.
In 2008 to 2010 the company divested non-core brands which 
were formerly Roche brands in order to reduce debt and focus 
on natural health brands. Low margin honey brands were 
also divested.
In 2009 the company unveiled a new corporate logo which has 
been rolled out across all consumer packaging and will begin 
to establish Ransom as a recognised leading provider of natural 
health products.
Most of the core natural brands have been redesigned to 
promote the brand rather than just the product itself. This 
included Health Perception which is now Jointflex (from 
Ransom), AloeDent and Aloe Pura.   
Ransom also has a license agreement for the marketing and 
UK distribution of Kordel’s, a leading brand in the independent 
health food sector of VMS (vitamins, minerals, and 
supplements) products.
 
Business Overview 5 William Ransom & Son plc  |  Annual Report 2010
William Ransom & Son plc was founded in Hitchin in 1846 by 
William Ransom who was a Quaker and botanist. His son Francis 
was a founder of the Royal Pharmaceutical Society of Great 
Britain and published important early research into the analysis 
of botanicals. Today, over 160 years later, Ransom’s heritage 
in natural product development and research is sustained by 
Ransom’s team of natural product chemists, pharmacists and 
food technologists.
Ransom’s botanical product and service portfolio has grown to 
reflect market demand, so that Ransom now offers a complete plant 
extract development and supply service to pharmaceutical and 
functional food and drink businesses throughout the world. 
The company has been for many years producing established extracts 
such as Guarana, Burdock, Echinacea, Elderflower and Ipecacuanha. 
Ransom has a very broad international supplier base that provides 
the company with a vast range of raw materials from wild-harvested 
Elderflower to obscure and exotic roots from the tropics. The plant 
knowledge, grower relationships and buying experience ensure that 
this diverse range of quality raw materials is available all year. 
Soft extracts can enhance the flavour, functionality and value 
of products and Ransom has successfully used them for the 
production of soft and alcoholic drinks, dairy products, baked 
goods and confectionery. The division is also a leading supplier of 
natural extracts to many of the world’s top flavour houses where its 
products are used as components in flavour compounds.
Ransom’s third division specialises in the contract manufacturing 
of licensed pharmaceutical liquids and creams, with a small powder 
filling capability. This is an area where strategic partnerships with 
clients are vital. They need reliable, high quality supplies to help them 
maintain a place in today’s highly competitive market. Ransom’s 
practical experience and technical capabilities have led to many of 
the world’s leading pharmaceutical names entrusting the company 
with the manufacture of some of their key products. 
Based in Witham, Essex, the site is licensed by the MHRA (Medicines 
and Healthcare products Regulatory Agency).
Natural 
Products 
Division
Pharmaceuticals 
Division
Business Overview 6
Financial Statements
Chairman's Statement
There has been progress this year despite the fact that 
much management time was devoted to seeking a satisfactory 
re-financing deal as a result of bank pressure. 
Refinancing was eventually achieved with the move 
from Barclays to KBC in April 2010 and some measure 
of financial stability returned to the business. Executive 
management will now have more time to build on the 
operational improvements underway, notably in supply-chain 
performance. The board continues to slim the business and to 
increase focus on natural consumer healthcare products. Its 
intention is to improve margins and hence be able to increase 
marketing support for those brands which it has retained.
Performance
Revenue for the year was £30.2m, £2.3m lower than the prior year 
revenue of £32.5m. The company made an operating loss before 
exceptional items of £0.5m (2009:  loss of £1.9m) and an overall 
operating loss of £12.2m (2009: loss of £1.7m). Exceptional costs 
totalled £14m (2009: £1.1m) and were principally associated with 
£11.6m of goodwill impairment (2009:£nil), £1.4m fixed assets 
impairment and costs associated with financial restructuring. 
These items were offset by £2.2m gained from brand disposals 
(2009: £1.3m). Financing charges for the year totalled £0.4m 
(2009: £0.7m). The underlying loss per share was 0.90p (2009: 
2.80p). Basic loss per share was 14.49p (2009: 2.51p).
Net bank debt at the end of the year was £2.7m (2009: £3.8m). 
A major component of the reduction in debt was improved 
working capital and continued disposal of non core brands for a 
total of £3m of which £2.6m were used to reduce bank debt.
Dividend
The company is not in a position to pay a dividend at this time. It 
will do so as soon as is possible.
Refinancing
The refinancing of the business occurred  on 9 April 2010. Trading 
had become extremely difficult in the months before then but the 
refinance was completed with KBC Business Capital and gave the 
company some additional headroom. 
Board
Now that the refinancing of the company has been completed 
and the trading performance is improving, Ivor Harrison, Chief 
Executive, has decided to leave the company and take up a new 
role in support of the founder at Snapz Ltd, an early stage healthy 
snacks business. The board has decided to appoint Fred Whitcomb 
as Chief Executive in his place.
On 14 June 2010 Fred Whitcomb was appointed to the board as a 
non-executive director. Fred was a founder of Optima with Steve 
Quinn which Ransom acquired in 2005 and was an executive 
director of the company between June 2005 and December 2007. 
He remains a significant shareholder of the company with just 
under 14% of the equity and since June 2008 has been a director 
of Dr. Organic limited, a company in which he is also a significant 
shareholder. Having welcomed Fred back into the company after 
his departure in 2007, the board feels that his entrepreneurial drive 
will help to grow sales and develop new opportunities for Ransom, 
building on the groundwork of his predecessor. Ivor will continue 
in his position until 27 September at which point Fred will take up 
his new position. The board would like to thank Ivor for his major 
contribution in returning Ransom to financial stability and wish 
him well in his new venture.
Further board changes will come into effect following this year’s 
AGM on 28 October 2010. David Suddens and Tim Bridge will step 
down to focus on their other business interests. David has served 
on the board as a non-executive director, the last three years as 
Business Review 7 William Ransom & Son plc  |  Annual Report 2010
Business Review
Chairman and Tim has served four and a half years. The board 
would like to thank David and Tim for the invaluable support and 
advice they have offered to the board during their tenure. 
The board is pleased to announce that Sir Roger Jones has 
accepted the position of non-executive chairman effective from 
the date of this year’s AGM. Sir Roger has a life-long interest and 
involvement in natural healthcare and pharmaceuticals. He is a 
pharmacist, a Fellow of The Royal Pharmaceutical Society, and a 
“Qualified Person” under EEC medicine legislation. He worked for 
the Wellcome Foundation between 1968 and 1982 in marketing, 
operations and market development and in 1986 founded Penn 
Pharmaceuticals which he sold in 1999 to an MBO. In addition 
to founding other pharmaceutical companies, Sir Roger has been 
Chairman of the Welsh Development Agency and was a Governor 
of the BBC (1996-2002). Today he is Chair of the National Trust 
committee for Wales, Chair and ProChancellor of Swansea 
University and a Fellow of the Learned Society for Wales.
Ran Oren, Interim Finance Director, will continue in his role until 
the end of the calendar year 2010, and in due course, Sir Roger 
and Fred will announce further appointments to strengthen the 
board as befits an AIM quoted company.
Employees
The past year has been one of uncertainty for employees at 
Ransom given the financial position of the company.  A number 
of redundancies had to be made and workload increased for those 
remaining. I wish to thank all staff for their ongoing support and 
good spirit in dealing with the challenges faced.
Outlook
Progress is painstaking but real. What the company needs is a 
breathing space from financial pressure to be able to implement 
its strategy.
The two manufacturing divisions have undergone wholesale 
change and have returned to profitability. The prospects for 
Ransom Natural Products (RNP) remain good and sales are 
currently increasing.  
Ransom Consumer Health (RCH, formerly CHD – Consumer Health 
Division) has become a more focused business unit following 
the divestment of most of its licensed pharmaceutical brands. 
Products and packaging have been upgraded but marketing 
investment is required to make the most of the inherent 
attractiveness of these products. As savings from the restructuring 
of the supply chain are realised, resources are expected to become 
available to develop new products and to invest in consumer 
communication.  
I am pleased to be able to hand over to Sir Roger Jones with the 
company on a more stable footing than has been the case for 
the last three years. I hope that the new team will realise the full 
potential of Ransom.
David Suddens Non-Executive Chairman  
14 September 2010 8
Financial Statements
  In summary
The turnaround continues and 
progress was made towards 
returning the company to 
profitability. A change of bank 
was required during the year to 
create more financial headroom 
and this was achieved in 
April 2010. Disposals led to a 
reduction in revenue but better 
margins and improved profitability have been achieved as a 
result. Underlying Operating Loss has reduced from £1.9m 
in the year ended March 2009 to £0.5m in the year ended 
March 2010. 
Ransom Consumer Health: Sales declined 19% mainly due to the 
divestment of non-core brands while the impact on operating 
profit was somewhat mitigated by the reduction in consumer 
marketing and headcount reductions in warehousing and 
distribution.
Ransom Pharmaceuticals: Sales were up 14% as a result of 
increases in customer orders and additional orders for Radian B 
while operating loss increased by £0.3m to £1.9m (2009: £1.6m) of 
which £1.4m relates to fixed assets impairment.
Ransom Natural Products: Sales improved 23% and operating 
results improved by £0.8m to £0.5m operating profit from £0.3m 
operating loss for the year ended March 2009.
Financial Restructuring
In order to pay down debt as banking conditions tightened, the 
company disposed of Metanium, the low margin honey brands 
Manuka Gold and Medibee, and Snufflebabe and Easybreathe. The 
cash position in the company was also improved through effective 
working capital management as stock levels continued to be 
reduced from £4.9m in March 2009 to £3.7m in March 2010.
The company secured refinancing with KBC in April 2010 which 
improved the funding availability to the business.  
Supply Chain Restructuring
A major factor in the weakness of the company has been the 
onerous and costly supply agreements in Ransom Consumer 
Health division. The decision was taken at the start of the year to 
move our supply base to the UK in order to secure better terms 
and more reliable supply. The scale and complexity of this task 
was significant but I am pleased that this has now almost 
been completed.
In addition, much groundwork has been undertaken in the year to 
identify and secure additional efficiencies in the supply chain. This 
work is on-going and is expected to result in improved margins in 
the new financial year.
Commercial Restructuring
Since the start of the turnaround, it has been a stated aim to exit 
loss making or sub-optimal commercial arrangements and to 
simplify the business where possible. In Ransom Consumer Health 
(RCH) action has been taken to restructure commercial agreements 
with some of our key customers that will benefit all parties going 
forward, reducing fully funded promotions. 
In July 2010 the company reached an agreement to sell certain 
assets and liabilities of its loss-making operations in Italy 
and signed a new agreement with the incumbent manager to 
distribute Ransom’s products in Italy and other territories. 
Chief Executive's Review
The period under review proved to be one of financial restructuring, sales 
retrenchment and operational groundwork that should set the base for a more 
stable, profitable and growing business in the period to come. 
Business Review 9 William Ransom & Son plc  |  Annual Report 2010
Business Review
9
Ransom Pharmaceuticals (RP) has made dramatic strides through 
new commercial agreements with customers and new business, 
while margins improved further from manufacturing efficiencies. 
The division has also benefited from the sales of Radian B to 
the new owner (previously inter-company when the brand was 
owned by Ransom and sold through RCH). Underlying Operating 
results improved by £1.2m from a loss of £1.6m to a loss of £0.4m 
(£1.9m operating loss including £1.4m fixed assets impairment). 
The division had been making heavy losses on a monthly basis but 
this position has now been reversed.
Ransom Natural Products (RNP) also improved its performance 
considerably during the reporting period with revenues up 23%, 
generating an operating profit of £0.5m (2009: £0.3m loss). This 
again was due to improvements in commercial terms and gains in 
new business. 
Overhead Restructuring
As the company has needed to reduce costs it has been necessary 
to become a leaner organisation. Permanent staff numbers 
were reduced from 188 in March 2009 to 166 in March 2010. 
Furthermore costs were reduced as the company incurred lower 
legal and professional fees and consumer marketing spend was 
cut back.
Driving Revenues
During the reporting period revenues for the company 
declined from £32.5m to £30.2m, with the brand disposals and 
discontinuation of lines accounting for £3.7m offset by the 
increase in revenue of £1.4m across RP and RNP. The full effect 
of the disposals is expected to reduce company revenues by 
approximately a further £3m. The challenge is now to rebuild the 
company’s revenues.
Given the cost controls the company has had to impose in the 
period, the main task has been to prepare the core brands for 
future investment when margins allow while maintaining existing 
distribution. This has been done in the form of packaging redesign 
and development. 
The new corporate logo with the botanical symbol is now 
appearing on all packaging in order to unify the products for 
consumers and establish Ransom as a leader in natural health. 
Many of the brands’ pack designs tended to focus more on 
product variety rather than brand name and this is now being 
addressed. The Glucosamine range from Health Perception has 
been rebranded Jointflex. AloeDent and AloePura have been 
similarly repackaged.  At the same time pack communication has 
been greatly enhanced. This change has been welcomed by our 
customers and consumers. Further improvements to packaging 
formats and updated designs have been made and will be 
appearing on shelf in 2010.
New product development and introductions, which had been held 
back for financial reasons, are now a focus and range extensions 
will be forthcoming. 
Export market development is an opportunity for Ransom and is 
now being led and driven successfully. The company has strong 
ties in the Middle East and growth of AloeDent continues there. 
Prospects
Today the company is more stable financially and underlying 
performance continues to improve. However uncertainties remain 
taking into account the continuing difficulties in the economy 
with reduced consumer spending power.
Ivor Harrison Chief Executive  
14 September 2010 10
Financial Statements
Operating and Financial Review
 Overview
The results for the year therefore include £14m of exceptional 
costs (2009: £1.1m) associated with £11.6m goodwill 
impairment, £1.4m fixed assets impairments and the financial 
restructuring and the execution of the turnaround plan, which 
were partially offset by £2.2m (2009: £1.3m) gained through 
brand disposals. 
As part of the turnaround plan and in order to reduce the 
company’s bank debt, the company divested various non-core 
brands for a combined value of £3m. These proceeds enabled the 
company to reduce its bank debt to £2.7m (2009: £3.8m) and 
subsequently to restructure the company’s banking facilities on 9 
April 2010. 
The Consumer Health division managed to maintain its underlying 
performance despite challenging market conditions, the impact 
of the divestment of the above brands and the rationalisation 
of product lines. This has been achieved by controlling costs and 
cutting out loss making activities. 
The company’s Pharmaceuticals division has increased its revenues 
over the previous year by 14%.
The Natural Products division materially improved both its sales 
and operating result for the year following implementation of 
various actions designed to move the division from operating loss 
to continued operating profit.
The performance of each business unit is discussed in more detail 
in the relevant section below. Key performance indicators, treasury 
policy and the going concern statement are all disclosed in the 
director’s report.
Consumer Health division
UK
UK revenue declined by £2.6m to £12m (2009: £14.6m) as a result 
of several factors including the disposal of various brands and the 
general unfavourable economic climate. 
Export
Exports of consumer health products decreased by 21% compared 
to last year mainly due to the impact of the disposal of Radian B in 
December 2008 and the loss of an export customer.
Total
The division’s operating profit for the year excluding the impact 
of £11.6m goodwill impairment (2009:£nil) and £2.2m gain from 
disposals (2009:£1.3m) was £1.4m (2009: operating profit of 
£1.7m excluding £1.3m gain from disposals) despite the decline 
in revenue. This was supported by reduced selling costs, lower 
marketing and brand support and a general reduction 
in overheads.
Pharmaceuticals division
Ransom Pharmaceuticals manufactures the company’s own 
MHRA-licensed products as well as pharmaceuticals and over-the-
counter products for third parties.  Sales to third parties increased 
during the year by 14% to £8.8m (2009:£7.7m), mainly due to the 
continued production of Radian B following the brand disposal in 
December 2008. 
The division’s underlying operating loss, excluding £1.4m fixed 
assets impairment, reduced by £1.2m to £0.4m (2009:£1.6m).
The company’s results for the year have been impacted by the need to 
restructure the company’s bank debt during the last quarter of the year 
ended March 2010, the continued restructure of the company’s operations 
and the current economic climate.
Business Review 11 William Ransom & Son plc  |  Annual Report 2010
Business Review
11
Natural Products division 
Ransom Natural Products division principally manufactures 
botanical extracts for sale to third parties and for use in finished 
products made by Ransom Pharmaceuticals. These extracts 
are typically used as active pharmaceutical ingredients by 
pharmaceutical companies or as nutraceutical ingredients by food 
and drink manufacturers. Sales to third parties increased by £0.7m 
to £3.7m (2009: £3m) and the division operating result improved 
by £0.8m to an operating profit of £0.5m (2009: operating loss 
£0.3m) following the successful implementation of the division’s 
turnaround plan last year. 
The business plan envisages integrating the division’s know-how 
into the Consumer Health division in order to make the Ransom 
heritage in our consumer products more apparent and effective.
Financial 
The financial performance of the group has been adversely 
impacted by net one-off exceptional costs of £14m (2009: £1.1m), 
relating mainly to £11.6m of goodwill impairment (2009: £nil), 
£1.4m fixed assets impairment and the continued implementation 
of the turnaround plan and the financial restructuring offset by 
£2.2m (2009: £1.3m) gained through brand disposals.
Revenue for the year was £30.2m (2009: £32.5m). The loss before 
interest, tax and one-off costs for the year reduced by £1.4m to 
£0.5m (2009: loss £1.9m). The overall operating loss of £12.2m 
included £14m of one-off nonrecurring costs (2009 loss of 1.7m). 
Finance costs for the year were £0.4m (2009: £0.7m). Operating 
loss for the year included £2.2m gained from the disposal of 
number of brands in the last quarter of the year. 
Exports accounted for 29% of revenue (2009: 29%) as a result 
of the combination of a decrease in RCH export sales offset by 
an increase in RNP exports. UK revenue fell by 7% to £21.5m.  
Underlying gross margin reduced by 2% to 26% (2009: 28%) 
compared with a 10% margin reduction in the year ended 
March 2009.
Pre-exceptional operating expenses were reduced by 23% to £8.4m 
(2009: £11m). This decrease was the result of a more targeted sales 
and marketing spend and continued drive to reduce the company's 
cost base. Overall operating expenses, including exceptional 
costs and £11.6m goodwill impairment increased by 85% to 
£22.4m (2009: £12.1m), mainly as a result of the £11.6m goodwill 
impairment (2009: £nil).
The group recorded an overall loss before tax in the year of £12.6m 
(2009: £2.3m). The adjusted basic loss per share, excluding the 
impact of exceptional and restructuring costs, was 0.90p (2009: 
2.8p). The overall loss per share was 14.49p (2009: 2.51p).
Net bank debt at the end of the year was £2.7m (2009: £3.8m). 
The reduction in bank debt was possible following the disposal of 
a number of brands and termination of a distribution agreement 
during the last quarter of the year ended March 2010 for a net 
total of £3m. As a result of the disposals the company was able 
to reduce its term loan to £0.5m by February 2010 from £2.6m 
in March 2009 and reached to an agreement with its bank to 
convert the residual loan to a short term overdraft facility on 
demand. During March 2010 the company continued to reduce the 
overdraft facility by a further £0.3m to £0.2m as at 31 March 2010. 
William Ransom & Son plc  |  Annual Report 2010 12
Financial Statements
On 9 April 2010 the company agreed a three year financing 
agreement with KBC Business Capital, the asset based lending 
division of KBC Bank N.V. (“KBC”). The company’s existing debt 
facilities were replaced by long term asset based facilities with KBC 
that are comprised of:
• Up to £3.5m invoice discount facility based on the company’s 
eligible trade receivable position bearing an interest rate of base 
plus 2%
•  Up to £1.25m stock facility based on the company’s eligible 
stock position bearing an interest rate of base plus 2.5%
•  £0.56m plant and machinery facility payable in 35 equal monthly 
payments commencing in May 2010 bearing an interest rate of 
base plus 3%
As part of the above debt restructure the company agreed various 
operational and financial covenants measured on a monthly basis 
in line with the company’s forecast provided to KBC.
As more fully disclosed in note 2 to the accounts a number 
of factors give rise to a material uncertainty which may cast 
significant doubt upon the company’s ability to meet its banking 
covenants and continue as going concern.
Tax credit for the year was £0.3m (2009: £0.2m). In addition to tax 
losses on which a deferred tax asset of £nil (2009: £0.4m) has been 
recognised the group also has a potential deferred tax asset of 
£0.8m (2009: £0.8m) in respect of tax losses carried forward at the 
balance sheet date. These losses are not recognised as the group 
does not expect to recover these in the foreseeable future. 
Stock levels have been reduced during the year to £3.7m (2009: 
£4.9m), and stock management continues to be a priority. Trade 
and other receivables were £0.2m higher and trade and other 
payables decreased by £1.3m resulting in a net increase in the 
working capital position of £0.2m compared with working capital 
inflow of £3.2m in the year ended 31 March 2009.
Net cash from operating activities reduced by £1.8m to £1.7m 
outflow (2009: inflow £0.1m) mainly as a result of £0.2m cash 
outflow from working capital (2009: inflow £3.2m). 
Capital Management 
The board’s policy is to maintain a strong capital base so as to 
maintain investor, creditor and market confidence and to sustain 
future development of the business. The group is dependent on 
the continuing support of its lending bank for working capital 
facilities and so the board’s major objective is to keep borrowings 
within these facilities. The board manages as capital its trading 
capital, which it defines as its net assets plus net debt. 
Net debt is calculated as total debt (bank overdrafts, loans and 
borrowing as shown in the balance sheet), less cash and cash 
equivalents. There were no externally imposed capital requirements 
in terms of ratios during the year however the company’s articles 
currently permit borrowings (including letter of credit facilities) to 
a maximum of 2 times equity.
The main areas of capital management revolve around the 
management of the components of working capital including 
monitoring inventory turn, age of inventory, age of trade 
receivables, monthly profit and loss, weekly cash flow forecasts 
and daily cash balances. Major investment decisions are based on 
reviewing the expected future cash flows generation and all major 
capital expenditure requires sign off by the group Chief Executive 
and Finance Director. There were no major changes in the group’s 
approach to capital management during the year.
Operating and Financial Review 
Contd.
Business Review 13 William Ransom & Son plc  |  Annual Report 2010
Business Review
13
Consumers and Customers 
The company keeps the consumer at the centre of the business 
and is committed to offering natural products with integrity that 
maintain a healthy body and mind. It operates in a market in 
which consumers are confused and lack knowledge and believes 
it is important to help them make the right choices to address 
their needs. As a result, in 2008 new, clear and informative 
websites were developed for our core brands (Aloe Pura, Aloe Dent, 
Australian Tea Tree, and Jointflex’s Love your Joints) and during 
2009 enhanced packaging designs were developed and some 
launched. Further improvements will be made in 2010. 
When marketing its products the company ensures it complies 
with advertising standards and product labelling regulations. To be 
sure the right standards are met in communication, management 
works closely with the HFMA (Health Food Manufacturer’s 
Association) of which Ransom is a member and is represented on 
the Council, and also works with the PAGB (Proprietary Association 
of Great Britain) which represents the manufacturers of over-the-
counter medicines and food supplements in the United Kingdom.
Health & Safety 
Ransom is committed to operating high standards of Health 
& Safety that are designed to minimise the risk of injury to 
employees, contractors, visitors and others who come into contact 
with the business. Health & Safety is of paramount importance in 
the business and there is a formal Steering Committee made up 
of elected safety representatives from each of the company’s sites 
which meets quarterly. Monthly meetings are also held at each site 
by local Health & Safety committees to review standards, issues 
and actions to constantly improve. 
Ongoing health and safety training is undertaken to maintain 
awareness of health and safety issues. Preventative care for staff 
working in areas of potential risk is maintained through out-
sourced Occupational Health services, and First-Aider training is 
actively encouraged. The number of First Aiders working at our 
various sites exceeds the recommended minimum.
The company has a good record on the Reporting of Injuries, 
Diseases and Dangerous Occurrences Regulations (RIDDOR) 
metric per 100,000 man hours worked. It is pleasing to report that 
RIDDOR was zero in the year ended March 2010 (2009: less than 
0.01%). Against the more stringent Total Accident and Incident 
Frequency Rate (TAIFR) the company achieved 12.5 per 100,000 
man hours worked (2009: 20.7). 
Corporate Social 
Responsibility
The board is committed to managing the company in a socially 
responsible manner, and takes into account the company’s many 
stakeholders, including its investors, employees, customers, 
suppliers and business partners. 14
Financial Statements
Employees
The company recognises that its employees are one of its most 
important assets. To this end, policies on equal opportunities, 
discrimination, bullying, stress management, drug and alcohol 
abuse, internet and email use and disputes resolution have been 
implemented. Remote access now allows employees to log on to 
company networks and systems.
The company is committed to the personal and professional 
development of its employees and supported by a formal appraisal 
process and training policy. On-going training needs are met 
through both in house and external programmes for staff working 
at every level. The company currently operates a development 
programme for laboratory staff enabling junior staff to achieve 
a degree qualification through a day release university 
study programme. 
The company’s commitment to the well-being of all staff is 
rewarded by low absenteeism. In the year ended March 2010 
average absence was 3.2%, just below the national industry 
average of 3.3% (2009 CIPD annual survey). The staff turnover 
rate in the year ended March 2010 was 9.6% (including 
restructuring changes) and it remains below the national average 
of 15.7% (2009 IDS annual survey); furthermore a significant 
number of Ransom employees have more than 10 years’ service 
with the company. 
Environment 
Ransom is committed to sourcing and manufacturing products in 
an environmentally-conscientious manner. None of its products is 
tested on animals. 
In all activities the aim of the company is to: 
• Comply with statutory requirements and ensure compliance 
with any relevant national and local legislation and to remain 
aware of draft, impending or proposed legislation regarding the 
care of the environment. 
• Protect the environment by striving to minimise our 
contribution to the pollution of land, air and water. 
• Use resources effectively and reduce the impact of our waste 
on the environment. 
• Seek to minimise inefficiencies in energy consumption. 
• Review periodically its objectives and plans for continuous 
 improvement, as part of the Environmental Management 
System.
 
• Maintain adequate records and measurements for inspection 
and analysis. 
• Provide managers and employees with the knowledge and 
training with which to carry out the objectives. 
The Chief Executive and his management team have responsibility 
for environmental care. Managers and supervisors are responsible 
for ensuring rules and procedures are complied with. At the same 
time, it is the responsibility of each employee and of any third 
party to prevent and or reduce all forms of environmental damage. 
The company is has been undertaking a full review of all packaging 
materials and packaging formats to identify opportunities to 
reduce excess packaging and will be making changes in the 
coming twelve months.
Ransom acknowledges the Waste Electrical and Electronic 
Equipment Directive (WEEE Directive) which aims to encourage 
everyone to reuse, recycle and recover. To this end staff reuse and 
recover IT and electrical equipment where feasibly possible.
Corporate Social 
Responsibility Contd.
Business Review 15 William Ransom & Son plc  |  Annual Report 2010
Business Review
Executive director
Ivor Harrison (45)
Chief Executive
Ivor became Chief Executive and was appointed to the board in May 2008. Between 2004 and 2007, he was 
Managing Director of Maximuscle Limited, the UK’s leading sports nutrition company that was private equity 
backed. Prior to that he was Group Marketing Director at Premier Foods and on the board of Cott Beverages Ltd. 
He was a management consultant at Gemini Consulting and started his career at Unilever. He has a degree from 
Cambridge University and an MBA from INSEAD.
Non-Executive directors
David Suddens (62)
Non-Executive Chairman
David was appointed to the board in March 2007 and Non-executive Chairman in October 2007. He has 
extensive experience in both international marketing and manufacturing organisations. He is currently Chief 
Executive of Griggs Group Limited, licensees of the Doctor Martens footwear brand. He is a member of the 
Society of Turnaround Professionals and has an MBA from INSEAD. He is Chairman of the audit and nomination 
committees and is a member of the remuneration committee.
Tim Bridge (61)
Senior Independent Non-Executive Director
Tim was appointed to the board in April 2006. He was Chief Executive of Greene King plc from 1994 to 2005 and 
has been Chairman since then. He is Chairman of the remuneration committee and is a member of the audit and 
nomination committees.
Fred Whitcomb (54)
Non-Executive Director
Fred was appointed to the board as Non-Executive Director in June 2010. He is a successful entrepreneur and is 
currently joint founder of Dr Organic with Steve Quinn. In 1995 Fred and Steve founded the natural consumer 
health products company Optima Ltd which was acquired by William Ransom & Son plc in 2005. At that time 
both Fred and Steve became executive directors of Ransom until December 2007. Fred remains a substantial 
shareholder of Ransom with c.14%.
15
Board of Directors 16
Financial Statements
Financial Statements Contents
Directors’ Report  17
Corporate Governance  23
Directors’ Remuneration Report  25
Statement of Directors’ Responsibilities 
for the Financial Statements  28
Independent Auditors’ Report to the 
Members of William Ransom & Son plc  29
Consolidated Group Income Statement  31
Consolidated Statement of Comprehensive Income   32
Consolidated Group Balance Sheet  33
Consolidated Statement of Changes in Equity  34
Consolidated Group Cash Flow Statement 35
Notes to the Financial Statements  36
Company Accounts  52
Company Balance Sheet  56
Notes to the Company Financial Statements  57
Directors, Officers and Advisors  65 17 William Ransom & Son plc  |  Annual Report 2010
Directors' Report
The directors submit herewith 
the ninety-seventh annual 
report and the audited financial 
statements for the year ended 
31 March 2010.   
Principal activities
The group’s principal activity is the supply of branded natural 
health products, vitamins and food supplements, the manufacture 
of pharmaceutical products and the extraction of plant material 
for the pharmaceutical, food and beverage industries.  
During the year the company operated through three divisions, 
covering its natural plant extract business, pharmaceutical 
contract manufacturing and its consumer health products sales 
and marketing business. A commentary on the performance of 
each of these divisions is contained in the Operating and 
Financial Review.  
Key performance indicators (KPIs)
Note 2010 2009
Year on year revenue growth % 1 (7.1)% (4.4)%
Gross margin % 2 26.4% 28.0%
Net working Capital 3 £5.7m £5.5m
Notes to KPIs
1. Year-on-year revenue growth is calculated as the percentage 
increase in revenue from continuing operations compared to 
that achieved in the previous year. Source data is taken from 
the audited financial statements.
2. Gross margin is calculated as the gross profit achieved in the 
year as a percentage of revenue from continuing operations. 
Source data is taken from the audited financial statements.  
This measure is designed to highlight the group’s ability to 
maximise its return generated from revenues, a key driver in 
maximising operating profit.
3. Net working capital is calculated as the sum of inventory 
and trade receivables less trade payables. Source data is 
taken from the audited financial statements. The indicator is 
designed to measure the company’s ability to manage its 
working capital position.
The above KPIs have been calculated on the underlying operations 
of the business, excluding the exceptional costs arising from 
the implementation of the company’s turnaround plan and 
debt restructure. 18
Financial Statements
18
Directors' Report Contd.
Business review and future developments
A review of the development of the group’s business during the 
year ended 31 March 2010 and of its future prospects is contained 
in the Chairman’s statement and Chief Executive’s review on 
page 6-9.
Results for the year
The group loss before and after taxation is set out in the  
table below.
2010 2009
£'000 £'000
Loss before tax and non-recurring costs (743) (2,412)
Exceptional items (11,808) 96
Loss before tax (12,551) (2,316)
Loss after tax before non-recurring costs (759) (2,363)
Exceptional items (11,808) 96
Tax impact of non-recurring costs 332 148
Loss after tax (12,235) (2,119)
Total retained losses carried forward at 31 March 2010 amounted 
to £14,842,000 (2009: loss £2,732,000).
The exceptional items are disclosed in note 6 to the accounts.
Dividends 
The directors do not recommend payment of a final dividend in 
respect of the year ended 31 March 2010.
Principal risks and uncertainties  
facing the group
As reported elsewhere, the group has continued the restructuring 
of its operations during the year, designed to better address the 
challenges faced by the business, particularly within its Consumer 
Health division and Pharmaceuticals division.  
During the last quarter of the year the company disposed of 
a number of non-core brands in order to reduce its bank debt 
and improve its working capital position. £3m disposal proceeds 
from the disposal of a number of brands enabled the group to 
reduce its bank debt to £475,000 (2009: £2,625,000). In February 
2010 the company reached an agreement with its lending bank 
to convert the above residual term loan balance to an overdraft 
facility payable on demand. The company continued to reduce 
the overdraft facility in accordance with the agreement with its 
lending bank. 
On 9 April 2010 the company agreed a three year financing 
agreement with KBC Business Capital, the asset based lending 
division of KBC Bank N.V. (“KBC”). The company’s existing debt 
facilities were replaced by long term asset based facilities with KBC 
that are comprised of:
• Up to £3.5m invoice discount facility based on the company’s 
eligible trade receivables position bearing an interest rate of 
base plus 2%
• Up to £1.25m stock facility based on the company’s eligible 
stock position bearing an interest rate of base plus 2.5%
• £0.56m plant and machinery facility payable in 35 equal monthly 
payments commencing in May 2010 bearing an interest rate of 
base plus 3%
During the year the company continued the implementation of a 
recovery plan for its manufacturing facility at Witham resulting 
in a £1.2m reduction of the division’s underlying operating loss 
to £0.4m (2009:operating loss £1.6m). However its continuing 
performance is dependent on several factors and its ability to meet 
the budgeted targets is difficult to predict.  19 William Ransom & Son plc  |  Annual Report 2010 19
The group’s sales of its own consumer health products and 
those it manufactures for third parties are greatly influenced by 
general retail market conditions. The continued development of 
export markets has reduced reliance on UK retail sales growth. 
Within the UK market the group remains exposed to the declining 
independent health food trade and to a small number of major 
multiple and grocery outlets, where changes to the basis of trade 
and decisions to list or de-list products can have a significant 
impact on the revenues of the business, its profitability and its 
cash flow generation.  The group is seeking to minimise these risks 
by continuing to grow its export business, by establishing new 
channels to market in the UK, by increasing its product distribution 
and by managing its relationships with retail chains more 
effectively. It is also starting to re-invest in both the development 
of its consumer brands and in supporting products in store. 
The company sources the majority of its consumer health products 
from third party manufacturers.  During the year the company has 
undertaken to formalise these third party relationships. Strategic 
supply agreements are being put in place in order to provide 
protection against unforeseen interruptions to the supply chain, 
protect the company from exchange rate fluctuations and provide 
a framework within which to better manage working capital. 
Financial instruments
The company’s financial instruments comprise borrowings, cash 
and various items of a working capital nature, such as trade 
debtors and creditors that arise directly from its operations. The 
main purpose of these financial instruments is to provide finance 
for the group’s operations. It is, and has been throughout the year, 
the company’s policy that no trading in financial instruments shall 
be undertaken.
The main risks arising from the company’s financial instruments 
are price risk, foreign currency risk, credit risk, liquidity risk 
and interest rate risk. The board reviews and agrees policies for 
managing each risk and they are summarised below.  Price
Price risk
The main price risk arises from the purchasing of active 
pharmaceutical ingredients (APIs) and other prime materials. 
The company enters into fixed price contracts with most of its 
suppliers to hedge against unfavourable price changes.  The 
company has no significant exposure to securities price risk as it 
holds no listed equity investments.
Foreign currency risk
Currency risk is managed by utilisation of a mixture of 
currency balances in line with the group’s trading profile. 
Approximately 15% (2009: 14%) of revenue is in US dollars or 
in Euros. Currency exposure on these sales is reduced through 
purchasing materials in Euros and US dollars. The group does 
not undertake speculative transactions.
Credit risk
The group’s principal financial assets are bank balances, cash and 
trade debtors, which represent the group’s maximum exposure to 
credit risk in relation to financial assets.
The group’s credit risk is primarily attributable to its trade 
debtors. Credit risk is managed by monitoring the aggregate 
amount and duration of exposure to any one customer depending 
upon their credit rating.  Where export customers are granted 
credit terms, credit insurance of some, or all of the balances is 
generally sought.  The amounts presented in the balance sheet are 
net of allowances for doubtful debts, estimated by management 
based on prior experience and their assessment of the current 
economic environment. 
The group has no significant concentration of credit risk 
with exposure spread over a large number of counterparties 
and customers. 20
Financial Statements
Directors' Report Contd.
Liquidity risk 
The group’s policy has been to ensure continuity of funding 
through acquiring an element of the group’s fixed assets under 
finance leases, and arranging funding for operations via medium-
term loans and additional revolving credit facilities to aid short-
term flexibility. During the year the company has taken various 
actions to improve its working capital position to align with its 
revolving credit facilities headroom.
Cash flow interest rate risk
The interest rate on the bank overdraft, invoice discount facilities 
and term loan is at market rate and the company policy is to keep 
the overdraft within defined limits such that a significant change 
in interest rates would not have a material impact on cash flows.  
In the prior year the company entered into an interest rate swap 
designed to fix the interest rate exposure on a portion of the term 
loan. The exposure to the interest rate swap is further disclosed in 
note 21.
Charitable and political contributions
Charitable contributions for the year amounted to £150 (2009: 
£2,175). The company made no political contributions in the year 
(2009: £nil).
Substantial shareholdings
As at 20 May 2010, the company had been informed of the 
following interests amounting to 3% or more in the ordinary share 
capital of the company:
Number of Shares Percentage
S Quinn 11,806,929 14.0%
F Whitcomb 11,806,929 14.0%
Aviva investors 11,493,713 13.6%
I Harrison 4,300,000 5.1%
A Burgess 4,276,934 5.1%
T Dye 3,388,227 4.0%
Research and development
The group has a commitment to the improvement of its existing 
product range and to the development of new products and 
during the year research and development costs amounted to £nil 
(2009: £22,000).
Payment of creditors
The group’s policy for the year to 31 March 2010 and for the next 
financial year is to use its best endeavours to settle with suppliers 
in accordance with agreed payment terms.  The average number 
of credit days taken from trade creditors at 31 March 2010 was 73 
(2009: 62 days). 21 William Ransom & Son plc  |  Annual Report 2010
Directors and their interests
The directors at 31 March 2010 and their interests in the share 
capital of the company, all beneficially held, are as follows:
At 31 March 2010 
 
 
 
Ordinary shares
At 1 April 2009  
or subsequent date of 
appointment 
Ordinary shares
I Harrison 4,300,000 4,300,000
D Suddens 170,000 170,000
T Bridge 300,000 300,000
No director was interested in the debentures of the company, or in 
the shares or loan stock of any subsidiary company. 
On 14 June 2010 Fred Whitcomb was appointed as non execu-
tive director. Mr Whitcomb is the beneficial holder of 11,806,929 
ordinary shares of the company. In all other respects the interests 
of the directors were unchanged. 
Biographies for each of the current directors are given on page 15. 
The chief executive has a service contract, which is subject to a 
maximum of one year’s notice of termination.
Subsequent events
On 9 April 2010 the company reached a three year financing 
agreement with KBC Business Capital, the asset based lending 
division of KBC Bank N.V. (“KBC”). The company’s existing debt 
facilities were replaced by long term asset based facilities with KBC 
that are comprised of:
• Up to £3.5m invoice discount facility based on the company’s 
eligible trade receivable position bearing an interest rate of base 
plus 2%
• Up to £1.25m stock facility based on the company’s eligible 
stock position bearing an interest rate of base plus 2.5%
• £0.56m plant and machinery facility payable in 35 equal monthly 
payments commencing in May 2010 bearing an interest rate of 
base plus 3%
As part of the above debt restructure the company agreed various 
operational and financial covenants measured on a monthly basis 
in line with the company’s forecast provided to KBC. 22
Financial Statements
Directors' Report Contd.
On 9 July 2010 Optima Italia S.r.l agreed the sale of certain of its 
business assets and liabilities for a total of £45,000 and signed a 
new distribution agreement for the company’s products in Italy 
and other territories.
On 3 September it was announced that Ivor Harrison has decided 
to leave the company and take up a new role in support of the 
founder at Snapz Ltd, an early stage healthy snacks business. The 
board has decided to appoint Fred Whitcomb as Chief Executive in 
his place. Ivor will continue in his position until 27 September, at 
which point Fred will take up his new position.
Further board changes will come into effect following this year’s 
AGM on 28 October 2010. David Suddens and Tim Bridge will step 
down to focus on their other business interests.
The board is pleased to announce that Sir Roger Jones has 
accepted the position of non-executive Chairman, effective from 
the date of this year's AGM. Sir Roger has a life-long interest and 
involvement in natural healthcare and pharmaceuticals. He is a 
pharmacist, a Fellow of The Royal Pharmaceutical Society, and a 
“Qualified Person” under EEC medicine legislation. He worked for 
the Wellcome Foundation between 1968 and 1982 in marketing, 
operations and market development and in 1986 founded Penn 
Pharmaceuticals which he sold in 1999 to an MBO. In addition 
to founding other pharmaceutical companies, Sir Roger has been 
Chairman of the Welsh Development Agency and was a Governor 
of the BBC (1996-2002). Today he is Chair of the National Trust 
committee for Wales, Chair and ProChancellor of Swansea Univer-
sity and a Fellow of the Learned Society for Wales.
Annual General Meeting
The AGM will be held in Hitchin on 28 October at 2.00pm. 
Details of the AGM are set out in the notice of the meeting which 
has been sent out to shareholders with this report, or made 
available in the investors area of the company's website at 
www.williamransom.com.
Disclosure of information to auditors
At the date of making this report each of the current directors, as 
set out above, confirm the following:
1. So far as each director is aware, there is no relevant 
information needed by the company’s auditors in connection 
with preparing their report of which the company’s auditors 
are unaware, and
2. Each director has taken all the steps that he ought to have 
taken as a director in order to make himself aware of any 
relevant information needed by the company’s auditors in 
connection with preparing their report and to establish that 
the company’s auditors are aware of that information. 23 William Ransom & Son plc  |  Annual Report 2010
Compliance
As an AIM-listed company, William Ransom & Son plc is not 
required to comply with the corporate governance principles 
contained in the Combined Code. However the company has 
regard to these principles and its activities in the area of corporate 
governance are discussed in the board’s report on corporate 
governance below.
The board
Biographical details of all directors are set out on page 15. The 
board considers David Suddens and Tim Bridge to be independent 
non-executive directors. On 14 June 2010 Fred Whitcomb was 
appointed as non-executive director. 
The chief executive is responsible for day-to-day operational 
matters and for implementing the strategy set by the board. The 
senior management team and the chief executive meet every two 
weeks in a board-style format. The functions of these meetings 
include setting the group’s annual budget and monitoring 
performance against it, proposing initiatives to the board designed 
to meet the company’s strategic objectives and formulation of 
remuneration policy for approval by the remuneration committee, 
identifying and reviewing corporate risks on a regular basis.
The board’s principal task is to set the corporate strategy, which 
is devised to deliver optimum value for shareholders, and to 
ensure that adequate resources are in place to deliver the strategy. 
Other matters reserved for decision by the full board include the 
approval of the annual report and accounts, authorisation of all 
business acquisitions and disposals, approval of the annual budget, 
sanction of all major capital expenditure, the raising of equity or 
debt finance, investor relations and environmental policy. A pack 
of information, including the up-to-date financial position of 
the group, is distributed to all directors in advance of all board 
meetings, which are held at least ten times per year. The board has 
approved delegated authority limits for executive directors and 
the senior management team, designed to provide the appropriate 
levels of control over expenditure within the business.
Procedures are in place to enable directors to take appropriate 
independent professional advice at the company’s expense if that 
is necessary for the furtherance of their duties, and they have 
access to the advice and services of the company secretary. The 
board is committed to putting a process in place for training 
new directors in their legal and fiduciary duties if and when 
it is required. 
The Articles of Association require one third of the board to 
retire by rotation each year and for those directors appointed 
during the year to stand for re-election at the following annual 
general meeting.
Nomination committee
The nomination committee consists of the non-executive directors, 
David Suddens (Chairman) and Tim Bridge.  The committee is 
responsible for the identification and nomination of suitable 
candidates to fill vacancies on the board.  It also has a remit to 
review and manage the succession process for executive directors.
Remuneration committee
The remuneration committee consists of the non-executive 
directors, Tim Bridge (Chairman) and David Suddens.  The 
committee is responsible for establishing and monitoring policy 
regarding senior management remuneration and incentivisation. 
In determining the policy for executive directors, the committee 
has given due consideration to the Combined Code. Remuneration 
packages are designed to attract, retain and motivate executive 
directors of the required calibre. The committee reviews the 
appropriateness of all aspects of directors’ pay and benefits by 
taking into account remuneration packages of similar-sized 
companies and having access to relevant remuneration surveys.
Corporate Governance 24
Financial Statements
Audit committee
The audit committee consists of the non-executive directors David 
Suddens (Chairman) and Tim Bridge.  Its purpose is to consider any 
matters raised by the external auditors in connection with their 
work and findings, to review the scope and cost effectiveness of 
the audit and the independence and objectivity of the external 
auditors. During the year under review the committee met on two 
occasions and all members of the committee, as constituted at the 
date of the meeting, were present.
Internal control
The directors are responsible for the company’s system of internal 
control and for reviewing its effectiveness whilst the role of 
management is to implement board policies on risk management 
and control.  It should be recognised that the company’s system of 
internal control is designed to manage rather than eliminate the 
risk of failure to achieve the company’s business objectives and 
can only provide reasonable, and not absolute, assurance against 
material misstatement or loss.
There is an on-going process for identifying, evaluating and 
managing the significant risks faced by the company which has 
been in place during the year and up to the date of the approval of 
the annual report.  This process is regularly reviewed by the senior 
management team and by the board and accords with the internal 
control guidance prepared for directors by the Turnbull Committee.  
The company operates a series of controls and the key procedures, 
which are designed to provide effective internal control, are as 
follows:
• A clearly-defined organisational structure with the appropriate 
delegation of authority to operational management.
• A comprehensive annual planning and budgeting process 
undertaken by senior management and requiring board 
approval.
• Management information systems to monitor financial 
performance and other operating statistics, with a monthly 
review of actual against budgeted performance across all 
divisions.
All aspects of internal control are considered and monitored by the 
board.  The group does not have an internal audit function. The 
board periodically reviews the need for such a function but has 
currently concluded that it is not necessary, given the current scale 
of activities. 
The board has reviewed the effectiveness of the system of internal 
control in operation during the year and up to the date of this 
report.  This process will continue annually.  
Shareholder relationships
The objective of the board is to create increased shareholder 
value by growing the business in a way that delivers sustainable 
improvement in earnings over the medium and long term.
The board regards the annual general meeting as an important 
opportunity to communicate with private investors in particular. 
Directors make themselves available to shareholders both before 
and after the annual general meeting and on an ad hoc basis 
subject to normal disclosure rules.
Corporate Governance Contd. 25 William Ransom & Son plc  |  Annual Report 2010
Introduction
As an AIM-listed company, 
William Ransom & Son plc 
is not required to produce a 
Directors’ Remuneration Report in 
accordance with the Companies 
Act 2006 (Accounts and Reports). 
Set out below are disclosures 
relating to the remuneration of 
the directors.
Remuneration committee
As reported elsewhere, the committee consists of:
T Bridge (Chairman)
D Suddens
The committee advises the board on the setting of directors’ 
remuneration and uses comparative remuneration surveys for 
companies of a similar size to arrive at its recommendations.
Remuneration policy
Executive directors’ remuneration packages are contained within 
their service agreements with the company. They are designed to 
attract and retain directors capable of managing the company’s 
growth plans.  Each service agreement is for an indefinite period 
and is subject to a maximum notice period of 12 months. The 
remuneration of the non-executive directors is determined by the 
board after comparable research.  No director participates in any 
decision concerning his or her remuneration package.
The main components of remuneration are as follows:
Basic salary
The salary for an executive director is based on both individual 
performance and on information from comparative surveys.  The 
annual salary review takes place in May each year.
Directors’ Remuneration Report 26
Financial Statements
Annual bonus payments
Executive directors participate in an annual bonus scheme and 
bonus payments are only awarded to directors who serve for 
the full year.  Bonuses are awarded for above-budget corporate 
performance and for the achievement of clearly measurable 
personal objectives.  In order for any bonus payments to be 
earned, the group is required to achieve a level of profitability in 
excess of market expectations.  In light of the underperformance 
of the business and the resultant re-structuring, no bonus was 
awarded in the year ended 31 March 2010 (2009: £nil).
A revised scheme has been approved for the year to incentivise the 
executive directors.  Bonuses will be awarded solely on the basis 
of the delivery of a level of profitability in the year in excess of a 
threshold set by the committee and are subject to an upper limit 
established in each director’s service agreement.
Share interests and share options
Executive directors may hold interests in the shares of the 
company through a combination of direct shareholdings and share 
options. The share options include a performance element related 
to total shareholder return or growth in earnings per share.  
The board believes that the combination of bonuses and 
share options linked to both annual results and medium term 
shareholder returns properly aligns the interests of shareholders 
and executive directors.  It is the board’s intention to award 
additional grants of share options to executive directors on 
approval of changes to the current option scheme rules. 
Long Term Incentive Plan (LTIP)
The company has an LTIP which provides for a conditional and 
deferred gift of shares, subject to the achievement of performance 
conditions related to total shareholder returns and growth in 
earnings per share over a three year period from the date of the 
grant.  It is the board’s intention to award additional grants of 
shares under the LTIP scheme to executive directors.
Pensions
The executive director’s scheme will provide for contributions to a 
maximum of 20% of pensionable remuneration to be paid by the 
company provided that the executive director has paid at least 
10% of pensionable remuneration into the scheme.
Share Price
The chart above shows the performance of the company’s share 
price since April 2008 compared to the FTSE AIM All Share index. 
The company believes that this is the most appropriate index 
against which to benchmark its performance and that the period 
since April 2008 is an appropriate period over which to assess long 
term performance, given the changes in the structure of the group 
which have occurred in that time.
The share price at 31 March 2010 was 7.5p and during the year the 
high and low prices were 8p and 4.12p.
Directors’ Remuneration Report Contd.
Ransom (William) & Son PLC         FTSE AIM All share (rebased) 27 William Ransom & Son plc  |  Annual Report 2010
Non-executive directors
The non-executive directors have each been appointed for 
an initial period of three years under a fixed term contract, 
incorporating a notice period of six months.  Their remuneration 
is determined by the board as a whole and is based on surveys of 
fees paid to non-executive directors of similar companies.     
Directors’ remuneration
  
Basic 
Salary 
£000
Bonus 
£000
Benefits  
in kind 
£000
Comp. for 
loss of office 
£000
2010 
£000
2009 
£000
D Suddens 45 - - - 45 45
T Bridge 25 - - - 25 25
I Harrison 183    - - - 183 191
I Miscampbell - - - - - 332
Total remuneration 253 - - - 253 593
The executive directors participate in the company bonus scheme.  
No bonuses were payable for the year ended 31 March 2010 
(2009: £nil) because the performance criteria for the scheme 
were not met.
Approval
This report was approved by the board on 14 September 2010 and 
signed on its behalf by:
Ivor Harrison Secretary 28
Financial Statements
The directors are responsible for 
preparing the Annual Report and 
the group financial statements 
in accordance with applicable 
United Kingdom law and those 
International Financial Reporting 
Standards as adopted by the 
European Union. 
Under Company Law the directors must not approve the group 
financial statements unless they are satisfied that they present 
fairly the financial position, financial performance and cash flows 
of the group for that period. In preparing the group 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; 
• state that the group has complied with IFRSs, subject to any 
material departures disclosed and explained in the financial 
statements; and 
• make judgements and estimates that are reasonable and 
prudent. 
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the group’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the group and enable them to ensure that 
the group financial statements comply with the Companies Act 
2006 and Article 4 of the IAS Regulation. They are also responsible 
for safeguarding the assets of the group and hence for taking 
reasonable steps for the prevention and detection of fraud and 
other irregularities.
Company website 
The annual report is available on the company’s website.  The 
directors are responsible for the maintenance and integrity of the 
corporate and financial information on the company’s website.  
Legislation in the United Kingdom governing the preparation and 
dissemination of the financial statements and other information 
included in annual reports may differ from legislation in other 
jurisdictions.
Statement of Directors’ Responsibilities for 
the Financial Statements 29 William Ransom & Son plc  |  Annual Report 2010
We have audited the group 
financial statements of William 
Ransom & Son plc for the year 
ended 31 March 2010 which 
comprise the Consolidated 
Group Income Statement, the 
Consolidated Statement of 
Comprehensive Income, the 
Consolidated Group Balance 
Sheet, the Consolidated 
Statement of Changes in Equity, 
the Consolidated Group Cash 
Flow Statement and the related 
notes 1 to 34.
The financial reporting framework that has been applied in their 
preparation is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company’s members, as a body, 
in accordance with Chapter 3 of Part 16 of the Companies Act 
2006.  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 auditor’s 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
As explained more fully in the Directors’ Responsibilities 
Statement set out on page 28 the directors are responsible for 
the preparation of the group financial statements and for being 
satisfied that they give a true and fair view.  Our responsibility is to 
audit the group financial statements in accordance with applicable 
law and International Standards on Auditing (UK and Ireland).  
Those standards require us to comply with the Auditing Practices 
board’s Ethical Standards for Auditors.
Scope of the audit of 
the financial statements
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material 
misstatement, whether caused by fraud or error.  This includes an 
assessment of: whether the accounting policies are appropriate to 
the group’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant accounting 
estimates made by the directors; and the overall presentation of 
the financial statements.
Opinion on financial statements
In our opinion the group financial statements:
• give a true and fair view of the state of the group’s affairs as at 
31 March 2010 and of its loss for the year then ended;
• have been properly prepared in accordance with IFRSs as 
adopted by the European Union; and
• have been prepared in accordance with the requirements of the 
Companies Act 2006.
Independent Auditor’s Report 
to the Members of  
William Ransom & Son Plc 30
Financial Statements
Emphasis of matter – going concern
In forming our opinion on the financial statements, which is not 
qualified, we have considered the adequacy of the disclosures 
made in note 2 concerning the company’s ability to continue 
as a going concern. These conditions indicate the existence of a 
material uncertainty which may cast significant doubt about the 
ability to continue as a going concern. The financial statements do 
not include the adjustments that would result if the company was 
unable to continue as a going concern.
Opinion on other matter prescribed 
by the Companies Act 2006
In our opinion the information given in the Directors’ Report for 
the financial year for which the group financial statements are 
prepared is consistent with the group financial statements.
Matters on which we are required 
to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, in 
our opinion:
• certain disclosures of directors’ remuneration specified by law 
are not made; or
• we have not received all the information and explanations we 
require for our audit.
Other matter
We have reported separately on the parent company financial 
statements of William Ransom & Son for the year ended 31 March 
2010. That report is modified by the inclusion of an emphasis 
of matter. 
Kevin Harkin (Senior statutory auditor)    
for and on behalf of Ernst & Young LLP 
Statutory Auditor, Luton
14 September 2010
Notes:
1. The maintenance and integrity of the William Ransom & Son 
plc web site is the responsibility of the directors; the work 
carried out by the auditors does not involve consideration 
of these matters and, accordingly, the auditors accept no 
responsibility for any changes that may have occurred to the 
financial statements since they were initially presented on the 
web site.
2. Legislation in the United Kingdom governing the preparation 
and dissemination of financial statements may differ from 
legislation in other jurisdictions.
Independent Auditor’s Report 
to the Members of  
William Ransom & Son Plc Contd. 31 William Ransom & Son plc  |  Annual Report 2010
Notes
2010
Before 
exceptional 
items 
£’000
2010
exceptional 
items 
£’000
2010
Total 
£’000
2009
Before 
exceptional 
items 
(Restated)
£’000
2009
exceptional 
items
 
 
(Restated)
£’000
 2009
Total 
 
 
(Restated)
£’000
(Restated) (Restated)
Revenue 4 30,231 - 30,231 32,530 - 32,530
Cost of sales (22,262) - (22,262) (23,419) - (23,419)
Gross profit 7,969 - 7,969 9,111 - 9,111
Selling and 
distribution costs
(5,210) - (5,210) (7,358) - (7,358)
Administrative expenses (3,219) (13,132) (16,351) (3,642) - (3,642)
Reorganisation expenses - (818) (818) - (1,120) (1,120)
Total administrative expenses (3,219) (13,950) (17,169) (3,642) (1,120) (4,762)
Gain on disposal of intangible assets - 2,244 2,244 - 1,341 1,341
Operating (loss)/profit 4,5 (460) (11,706) (12,166) (1,889) 221 (1,668)
Finance revenue 8 - - - 4 - 4
Finance costs 9 (283) (102) (385) (527) (125) (652)
(Loss)/profit before taxation (743) (11,808) (12,551) (2,412) 96 (2,316)
Taxation (expense)/credit 10 (16) 332 316 49 148 197
(Loss)/profit attributable to 
equity holders of the parent
(759) (11,476) (12,235) (2,363) 244 (2,119)
Loss per share:
Basic loss per share 11 (0.90) (14.49) (2.80p) (2.51p)
Diluted loss per share 11 (0.90) (14.49) (2.80p) (2.51p)
Consolidated Group Income Statement
For the year ended 31 March 2010
The exceptional items are described more fully in note 6. 32
Financial Statements
2010
£’000
 2009
£’000
Loss from continuing operations attributable to equity holders of the parent (12,235) (2,119)
Other comprehensive income - -
Exchange adjustment on foreign currency retranslation (13) (43)
Other comprehensive income for the period, net of tax (13) (43)
Total  comprehensive income for the period, net of tax (12,248) (2,162)
Attributed to equity holders of the parent (12,248) (2,162)
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2010 33 William Ransom & Son plc  |  Annual Report 2010
Consolidated Group Balance Sheet Company No. 126138
At 31 March 2010
Notes
2010
£’000
2009
£’000
Non-current assets
Property, plant and equipment 13 2,799 4,978
Investment property 14 - 125
Intangible assets
Software 15 23 30
Goodwill 15 10,615 22,193
Other acquired intangible assets 15 589 1,241
14,026 28,567
Current assets
Inventories 17 3,681 4,931
Trade and other receivables 18 6,243 6,070
Cash and cash equivalents 19 52 44
9,976 11,045
Total assets 4 24,002 39,612
Current liabilities
Trade and other payables 20 5,346 6,638
Obligations under finance leases 21 67 66
Bank overdraft and loans 21 186 686
Invoice discount facility 21 2,566 1,241
Interest rate swap 21 28 -
Provisions 24 94 605
8,287 9,236
Net current assets 1,689 1,809
Non-current liabilities
Bank loans 21 - 1,911
Deferred tax liabilities 22 - 324
Obligations under finance leases 21 110 175
Interest rate swap 21 - 113
110 2,523
Total liabilities 4 8,397 11,759
Net assets 15,605 27,853
Equity
Share capital 27 8,443 8,443
Share premium reserve 22,013 22,013
Revaluation reserve - 125
Share based payment reserve 2 2
Translation reserve (11) 2
Retained losses (14,842) (2,732)
Equity attributable to equity holders of the parent 15,605 27,853
The financial statements were approved by the board on 14 September 2010 and signed on its behalf by: Ivor Harrison, Secretary 34
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2010
Share
Capital
£’000
Share
Premium
£’000
Revaluation 
Reserve
£’000
Share 
Based
Payment
Reserve
£’000
Translation
Reserve
£’000
 Total 
Other
Reserves
£’000
Retained 
Earnings
£’000
Total
£’000
At 1 April 2008 8,443 22,013 185 7 45 237 (673) 30,020
Loss for the year - - - - (2,119) (2,119)
Other comprehensive income - - - - (43) (43) - (43)
Total  Comprehensive income - - - - (43) (43) (2,119) (2,162)
Property revaluation - - (60) - - (60) 60 -
Share based payments - - - (5) - (5) - (5)
At 31 March 2009 8,443 22,013 125 2 2 129 (2,732) 27,853
Loss for the year - - - - - (12,235) (12,235)
Other comprehensive income - - - - (13) (13) - (13)
Total  Comprehensive income - - - - (13) (13) (12,235) (12,248)
Property disposal - - (125) - - (125) 125 -
At 31 March 2010 8,433 22,013 - 2 (11) (9) (14,842) 15,605
Financial Statements
34 35 William Ransom & Son plc  |  Annual Report 2010
Consolidated Group Cash Flow Statement
For the year ended 31 March 2010
Notes
2010
£’000
2009
£’000
Loss for the year (12,235) (2,119)
Adjustments for:
Depreciation on property, plant and equipment 13 838 981
Impairment of property, plant and equipment 13 1,438 -
Loss from disposal of intangible assets - 3
Gain on disposal of intangible assets 15 (2,244) (1,341)
Share-based payment expense - (5)
Amortisation of intangible assets 15 11 10
Impairment of goodwill and intangible asset 15 11,578 -
Decrease in provisions (511) (271)
Impairment of investment property - 60
Taxation income 10 (317) (197)
Net finance costs 284 648
Operating cash flows before movements in working capital (1,158) (2,231)
Decrease in inventories 1,250 1,805
(Increase)/decrease in receivables (173) 523
Decrease/(increase) in trade and other payables (1,296) 878
Net movement in working capital (219) 3,206
Generated by operations/cash (consumed) (1,377) 975
Taxation paid (7) (289)
Interest paid (263) (595)
Interest element of finance lease rental payments (15) (16)
Interest received - 4
Net cash from operating activities (1,662) 79
Investing activities
Purchase of property, plant and equipment (199) (528)
Disposal of property, plant and equipment 100 29
Purchase of intangible assets (142) (26)
Disposal of investment property 125 -
Disposal of intangible assets 6 3,034 3,093
Net cash from investing activities 2,918 2,568
Financing activities
Repayment of bank loans 21 (2,503) (3,159)
Repayment of interest swap 21 (85) -
Capital element of finance lease rental payments (65) 125
Net cash from financing activities (2,653) (3,034)
Net decrease in cash and cash equivalents (1,397) (387)
Net foreign exchange difference (12) 43
(1,409) (344)
Cash and cash equivalents at the beginning of the year (1,291) (947)
Cash and cash equivalents at the end of the year 19 (2,700) (1,291) 36
Financial Statements
Notes to the Financial 
Statements for the Year 
Ended 31 March 2010
1. Corporate information
The consolidated financial statements of William Ransom & Son plc (“the company”) 
for the year ended 31 March 2010 were authorised for issue in accordance with a 
resolution passed by the directors on 14 September 2010 at the registered office 
of William Ransom & Son plc, Alexander House, 40A Wilbury Way, Hitchin SG4 
0AP. William Ransom & Son plc is a limited company incorporated and domiciled 
in England and Wales. The company’s ordinary shares are traded on the Alternative 
Investment Market (AIM), part of the London Stock Exchange.
The principal activity of the group is the supply of branded cosmetics, medicines, 
vitamins and food supplements, the manufacture of pharmaceutical products and 
the extraction of plant material for the healthcare, food and beverage industries.
2. Basis of preparation
The consolidated financial statements have been prepared on the historical cost 
basis, except for investment properties and derivative financial instruments which 
have been measured at fair value. The preparation of the financial statements 
requires the directors to make judgments, accounting estimates and assumptions 
that affect the application of policies and the reported amount of assets and 
liabilities, income and expenses.  
The group financial statements are presented in sterling and all values are rounded 
to the nearest thousand pounds (£’000) except when otherwise indicated.
Material Uncertainty Relating to Going Concern
On 26 February 2009 the company reached an agreement with its lending bank to 
restructure its banking facilities and secured the lending bank’s long term support. 
The company’s banking facilities were restructured as follows:
• £2.6m term loan bearing an interest rate of LIBOR plus 3.75% repayable in 
quarterly instalments commencing June 2009 through to March 2013
• Up to £4m invoice discount facility based on the company’s trade receivables 
position bearing an interest rate of base plus 3.25%
• £0.1m overdraft facility 
During the year ended March 2010 the company has been working closely with its 
lending bank and agreed to continue to reduce its bank debt through the disposal 
of non-core assets. During the last quarter of the year ended March 2010 the 
company disposed of various non-core assets for a total of £3m of which £2.6m 
were used to reduce the company’s long term loan and convert the residual term 
loan in total of £0.5m to an overdraft facility in February 2010.
On 9 April 2010 the company agreed a three year financing agreement with KBC 
Business Capital, the asset based lending division of KBC Bank N.V. (“KBC”). The 
company’s existing debt facilities were replaced by long term asset based facilities 
with KBC that are comprised of:
• Up to £3.5m invoice discount facility based on the company’s eligible trade 
receivable position bearing an interest rate of base plus 2%
• Up to £1.25m stock facility based on the company’s eligible stock position 
bearing an interest rate of base plus 2.5%
• £0.56m plant and machinery facility payable in 35 equal monthly payments 
commencing in May 2010 bearing an interest rate of base plus 3%
As part of the above debt restructure the company agreed various operational 
and financial covenants measured on a monthly basis in line with the company’s 
forecast provided to KBC.
As more fully disclosed in the Chairman's statement, changes are to be made to 
the board during September and October 2010. In recognition of this, the directors 
have agreed a comprehensive transition plan for the period up to the company's 
AGM. The directors do not consider that this significantly increases the risk around 
the successful delivery of the turnaround plan. 
The directors have also prepared forecasts for the business for the period to 31 
March 2012 on the basis of this long term agreement with the company’s bank 
KBC. These forecasts reflect the company’s best estimates concerning the impact 
of the following on its ability to meet its banking covenants:
• current economic downturn
• the company’s exposure to different sales channels across the business
• the company’s ability to meet its sales forecast and operating margin, 
notwithstanding the Pharmaceutical Division recovery plan, and required 
headroom and cash generation
• the company’s ability to achieve the planned supply chain savings
The company has met its operating profit target for the first quarter of the new 
financial year and has been able to achieve the planned savings to date. 
The directors have identified and considered whether the company will be able 
to achieve its turnaround plan and banking covenants as agreed with its lending 
bank under various scenarios. The directors have also considered the performance 
of the pharmaceutical division that was loss making last year, the underlying 
sales assumptions required to meet the consumer health division’s sales targets 
post brand disposals in the current difficult retail economic climate, and the 
uncertainty of achieving the sales targets in time to meet the turnaround plan 
and, as a result, its banking covenants. In the event that the company is not 
able to materially achieve its forecast the company will not be able to meet the 
covenants agreed with its lending bank. 
The above factors give rise to a material uncertainty which may cast significant 
doubt upon the ability of the company to meet its banking covenants and continue 
as a going concern.
Having carefully considered these uncertainties the directors are satisfied that the 
cash flow forecasts have been properly prepared and demonstrate that the company 
can meet its liabilities as they fall due in line with the agreed debt structure for 
the foreseeable future. On this basis they believe that it is appropriate to prepare 
the financial statements on a going concern basis. The financial statements do not 
include any adjustments to the balance sheet intangible or tangible fixed assets, 
the reclassification of long term liabilities or provision for further liabilities.
Statement of compliance
The annual report and accounts have been prepared using accounting policies 
consistent with International Financial Reporting Standards (‘IFRS’), as adopted by 
the European Union. They have also been prepared in accordance with those parts 
of the Companies Act 2006 that apply to companies reporting under IFRS.
Basis of consolidation
All entities for which the group has the power to govern the financial and operating 
policies are considered to be subsidiaries.  Subsidiaries are fully consolidated from 
the date on which control is established by the group. All intra-group transactions, 
balances, income and expenses are eliminated on consolidation. Non Controlling 
interests represent the portion of profit or loss and net assets in subsidiaries 
that is not held by the group and is presented separately within equity in the 
consolidated balance sheet, separately from parent ‘shareholders ‘ equity.
Entities for which the group does not have the power to govern the financial and 
operating policies, but where the group does exercise significant influence, are 
considered to be associates. Associates are accounted for in accordance with IAS 
28 Investments in Associates using the equity method. The financial statements 
recognise the group’s share of the net assets of the associate and its share of the 
profits generated by the associate. Where the associate sustains losses and the 
group’s proportion of those losses is higher than its original investment, such 
excess losses are held in a memorandum account rather than being charged to 
the income statement. 37 William Ransom & Son plc  |  Annual Report 2010
Changes in accounting policy and disclosure
The accounting policies adopted are consistent with those of the previous year, 
except for the adoption of the new standards and interpretations which are 
mandatory for periods beginning on or after 1 January 2009:
• IFRS 2 Shared based payments – Vesting and Conditions and Cancellations 
 The standard has been amended to clarify the definition of vesting conditions 
and to prescribe the accounting treatment of an award that is effectively 
cancelled because a non-vesting condition is not satisfied. The adoption of this 
amendment did not have any impact on the financial position or performance 
of the Group.
• IFRS 8 Operating Segments
 This standard requires disclosure of information about the Group’s operating 
segments and replaces the requirement to determine primary (business) and 
secondary (geographical) reporting segments of the Group. Adoption of this 
standard did not have any effect on the financial position or performance 
of the Group.  The Group determined that the operating segments were the 
same as the business segments previously identified under IAS 14 Segment 
Reporting. Additional disclosures about each of these segments are shown in 
Note 4, including comparative information.
• IAS 1 Revised Presentation of Financial Statements
 The revised standard separates owner and non-owner changes in equity. The 
statement of changes in equity includes only details of transactions with 
Owners', with non-Owners' changes in equity presented as a single line. In 
addition, the standard introduces the statement of comprehensive income: 
it presents all items of recognised income and expense, either in one single 
statement, or in two linked statements. The Group has elected to present two 
statements.
• IAS 23 Borrowing Costs
 The revised lAS 23 requires capitalisation of borrowing costs that are directly 
attributable to the acquisition, construction or production of a qualifying 
asset. The Group’s previous policy was to expense borrowing costs as they 
were incurred. In accordance with the transitional provisions of the amended 
lAS 23, the Group has adopted the standard on a prospective basis. Therefore, 
borrowing costs are capitalised on qualifying assets with a commencement 
date on or after 1 January 2009. During the 12 months to 31 December 2009 
no borrowing costs were incurred on qualifying assets.
• IAS 32 Financial Instruments: Presentation and lAS 1 Puttable Financial 
Instruments and Obligations Arising on Liquidation The standards have been 
amended to allow a limited scope exception for puttable financial instruments 
to be classified as equity if they fulfil a number of specified criteria. 
The adoption of these standards did not affect the Group results of operations or 
financial position in the year ended 31 March 2010.
Judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, 
estimates and assumptions that affect the amounts reported for assets and 
liabilities as at the balance sheet date and the amounts reported for revenues and 
expenses during the year.  However, the nature of estimation means that actual 
outcomes could differ from those estimates.
In the process of applying the group’s accounting policies, management has made 
the following judgements, apart from those involving estimations, which have the 
most significant effect on the amounts recognised in the financial statements:
Operating lease commitments
The group has entered into commercial property leases as a lessee and it obtains 
the use of property, plant and equipment. The classification of such leases as 
operating or finance lease requires the group to determine, based on an evaluation 
of the terms and conditions of the arrangements, whether it retains or acquires 
the significant risk and rewards of Owner'ship of these assets and accordingly 
whether the lease requires an asset and liability to be recognised in the 
balance sheet.
Taxation
The company and its subsidiaries are subject to routine tax audits and also a 
process whereby tax computations are discussed and agreed with the appropriate 
authorities. Whilst the ultimate outcome of such tax audits and discussions 
cannot be determined with certainty, management estimates the level of 
provisions required for both current and deferred tax on the basis of professional 
advice and the nature of current discussions with the tax authority concerned. Tax 
computations for all periods ending before 31 March 2008 have been agreed with 
the relevant tax authorities.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation 
uncertainly at the balance sheet date, that have a significant risk of causing a 
material adjustment to the carrying amounts of assets and liabilities within the 
next financial year are discussed below.
a. Impairment of non-financial assets
 The group assesses whether there are any indicators of impairment for all 
non-financial assets at each reporting date. Goodwill and other indefinite life 
intangibles are tested for impairment annually and at other times when such 
indicators exist. Other non-financial assets are tested for impairment when 
there are indications that the carrying amounts may not be recoverable.
 When value in use calculations are undertaken, management must estimate 
the expected future cash flows from the asset or cash-generating unit and 
choose a suitable discount rate in order to calculate the present value of 
those cash flows. These assessments are not based on observable market data. 
Further details are given in note 15. 
b. Provisions
 The group measures the cost of corporate restructuring using third party 
estimates of future liabilities. Due to the uncertainty of these liabilities such 
estimates are subject to significant uncertainty. The dilapidation liability at 31 
March 2010 is £50,000 (2009: £15,000). The corporate restructuring liability 
at 31 March 2010 is £nil (2009: £523,000). These assessments were based on 
external valuer opinion and observable market data respectively.
c. Interest Rate Swap
 The group measures the cost interest rate swap using third party estimates of 
future liabilities. Due to the uncertainty of these liabilities such estimates are 
subject to significant uncertainty. The interest rate swap liability at 31 March 
2010 is £28,000 (2009: £113,000). The assessment was based on observable 
market data.
d. Patents and licences 
 Licences have been granted for a minimum of 10 years with the option of 
renewal based on whether the group meets performance targets during the 
initial term. Because similar licences have been successfully renewed in the 
past, the group has concluded that these assets have an indefinite useful life. 38
Financial Statements
3. Accounting policies
Foreign currencies
Transactions in foreign currencies are initially recorded in the functional currency 
by applying the spot exchange rate ruling at the date of the transaction. Monetary 
assets and liabilities denominated in foreign currencies are retranslated at 
the functional currency rate of exchange ruling at the balance sheet date. All 
differences are taken to that income statement. These are taken directly to equity 
until the disposal of the net investment, at which time they are recognised in 
profit or loss.
The assets and liabilities of foreign operations are translated into sterling at 
the rate of exchange ruling at the balance sheet date. Income and expenses are 
translated at weighted average exchange rates for the year. The resulting exchange 
differences are taken directly to a separate component of equity. On disposal of 
a foreign entity, the deferred cumulative amount recognised in equity relating to 
that particular foreign operation is recognised in the income statement.
Non-monetary items that are measured in terms of historical cost in a foreign 
currency are translated using the exchange rates as at the dates of the initial 
transactions. Non-monetary items measured at fair value in a foreign currency 
are translated using the exchange rates at the date when the fair value was 
determined.
The principle exchange rates used were as follows:
US$ Euro
Average for the year ended 31 March 2009 1.729 1.213
Closing rate at 31 March 2009 1.397 1.080
Average for the year ended 31 March 2010 1.590 1.131
Closing rate at 31 March 2010 1.517 1.121
Investment in an associate
The group’s investment in its associate is accounted for using the equity method of 
accounting. An associate is an entity in which the group has significant influence 
and which is neither a subsidiary nor a joint venture.
Under the equity method, the investment in the associate is carried in the balance 
sheet at cost plus post acquisition changes in the group share of net assets of the 
associate. Profits and losses resulting from transactions between the group and 
the associate are eliminated to the extent of the interest in the associate.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of 
the net identifiable assets of the acquired subsidiary at the date of acquisition. 
Goodwill arising on acquisition of subsidiaries is included in intangible assets. 
Goodwill is tested annually for impairment and carried at cost less accumulated 
impairment losses.
For the purpose of impairment testing, goodwill is allocated to the related cash-
generating units monitored by management, usually at business segment level. 
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.
The group has taken advantage of the transition provisions of IFRS 3 Business 
Combinations.  Goodwill arising on acquisitions prior to 1 April 2006 was amortised 
in previous periods and was carried in the balance sheet at cost less accumulated 
amortisation.  Such goodwill is now carried in the balance sheet at the amortised 
value less any subsequent provision for impairment.
Intangible assets - finite useful life
Patents, licences, and trademarks are accounted for at cost. Where such items 
have a finite useful life they are carried at cost less accumulated amortisation. 
Website development costs are capitalised as an intangible asset when all the 
following conditions are met:
•  the website will generate future economic benefits
•  the group has the ability to reliably measure the expenditure attributable 
to the website during its development
Other intangible assets are carried at cost less accumulated amortisation and 
accumulated impairment losses. 
Amortisation begins when an asset is available for use and is calculated on a 
straight line basis to allocate the cost of assets over their estimated useful lives 
as follows:
Computer software 3-5 years
Website cost 3 years
Intangible assets - indefinite useful life
Intangible assets that have an indefinite useful life, including patents and licenses 
are not subject to amortisation and are tested annually for impairment and 
whenever events or circumstances indicate that the carrying amount may not be 
recoverable. 
Assets that are subject to amortisation are tested for impairment when events or a 
change in circumstance indicates that the carrying amount may not be recoverable. 
An impairment loss is recognised for the amount by which the carrying amount 
exceeds its recoverable amount. The recoverable amount is determined as the 
higher of the asset’s fair value less costs incurred on disposal, and the value of the 
asset in use. For the purpose of assessing impairments, assets are grouped at the 
lowest levels for which there are identifiable cash flows (cash generating units).
The cost of intangible assets acquired in a business combination is the fair value 
of the assets at the date of acquisition.  39 William Ransom & Son plc  |  Annual Report 2010
Research and development
Research and development expenditure is recognised as an expense in the period 
in which it is incurred unless it meets the criteria for capitalisation under IAS 38 
Intangible Assets.
Investment property
Investment property, which is property held to earn rentals and/or for capital 
appreciation, is stated at its fair value at the balance sheet date. Gains or losses 
arising from changes in the fair value of investment property are included in the 
income statement for the period in which they arise.
Property plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and 
accumulated impairment losses. Cost comprises the aggregate amount paid and 
the fair value of any other consideration to acquire the asset and is stated at 
cost less accumulated depreciation and accumulated impairment losses. Cost 
comprises the aggregate amount paid and the fair value of any other consideration 
to acquire the asset and includes costs directly attributable to making the asset 
capable of operating as intended.
Depreciation is provided on all property, plant and equipment, other than land, on 
a straight-line basis over its expected useful life as follows:
Buildings 25 years
Plant and machinery 3 to 20 years
Motor vehicles 3 to 5 years
Leases
The determination of whether an arrangement is, or contains a lease is based 
on the substance of the arrangement at the inception date, of whether the 
fulfilment of the arrangement is dependent on the use of a specific asset or 
assets, or the arrangement conveys a right to use the asset.
Assets held under finance leases, which transfer to the group substantially all of 
the risks and benefits of ownership are depreciated over their expected useful 
lives on the same basis as owned assets. Lease payments are apportioned between 
the reduction of the lease liability and finance charges in the income statement 
so as to achieve a constant rate of interest on the remaining balance of the 
liability. Finance charges are charged directly through the income statement as 
borrowing costs.  Leases where the lessor retains a significant proportion of the 
risks and benefits of ownership of the asset are classified as operating leases 
and rentals payable are charged in the income statement on a straight line basis 
over the lease term.
Inventories
Inventories are stated at the lower of cost and estimated net realisable value. The 
cost of raw materials, consumables and goods for resale is determined on a first-
in first-out basis. The cost of work in progress and finished goods comprises raw 
material purchase cost, direct labour and manufacturing overheads and packing 
material costs, recovered using the group’s standard costing model, based on a 
normal level of activity, excluding borrowing costs. Net realisable value is based 
on the expected sales price less all estimated costs to completion and disposal.
Trade and other receivables
Trade and other receivables are stated at their amortised cost less a provision for 
irrecoverable amounts. Provision is made when there is evidence that the group 
will not be able to recover balances in full. Balances are written off when the 
probability of recovery is assessed as being remote.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at banks and in 
hand. For the purposes of the consolidated cash flow statement, cash and cash 
equivalents consist of cash and short-term deposits as defined above, net of 
outstanding bank overdrafts.
Taxation
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. The actual 
tax paid on profits is determined based on tax laws and regulations that differ 
across the jurisdictions in which the group operates.  Assumptions are made in 
applying the laws to the taxable profits in any given period. Where the eventual tax 
paid or reclaimed is different to the amounts originally estimated, the difference 
will be charged or credited to the income statement in the period in which it is 
determined.
Full provision is made for deferred tax on temporary differences resulting from 
the carrying value of an asset or liability and its tax base. Deferred tax assets are 
recognised to the extent that it is probable that the deferred tax asset will be 
recovered in the future.  
Assumptions are made as to the recoverability of tax assets especially as to 
whether there will be sufficient future taxable profits in the same jurisdictions to 
fully utilise losses in future years.
Derivative financial instruments
The group uses derivative financial instruments such as forward currency contracts 
and interest rate swaps to hedge its risks associated with foreign currency and 
interest rate fluctuations. Derivatives are carried as assets when the fair value is 
positive and as liabilities when the fair value is negative. While these are economic 
hedges, hedge accounting is not applied.
Trade and other payables
Trade and other payables are stated at amortised cost.
Vacations, holidays and other short term compensated absences
Accumulating compensated absences are those that are carried forward and 
can be used in future periods if the current period’s entitlement is not used in 
full. The group has measured the expected cost of providing for accumulating 
compensated absences at the amount that it expects to pay as a result of the 
unused entitlement that has accumulated at the balance sheet date. The same 
principle has been applied at all reporting dates.
Advertising and promotional activities
The group recognises such expenditure for advertising and promotional activities 
as an asset up to the point at which it has the right to access the goods purchased 
or receives the services.
Pension obligations
The group operates defined contribution pension schemes which cover the 
majority of employees. The group has no further payment obligations once the 
contribution has been made. Contributions are accounted for as an employee 
benefit and charged to the income statement when they are contractually due. The 
assets of the scheme are held separately from those of the group in independently 
administered funds. 40
Financial Statements
Provisions
Provisions are recognised when the group has a present obligation (legal 
or constructive) as a result of a past event, it is probable that  an outflow of 
resources embodying economic benefits will be required to settle the obligation 
and a reliable estimate can be made of the amount of the obligation. Where the 
group expects some or all of a provision to be reimbursed, for example under an 
insurance contract, the reimbursement is recognised as a separate asset but only 
when the reimbursement is virtually certain. The expense relating to any provision 
is presented in the income statement net of any reimbursement. If the effect of 
the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects, where appropriate the risks specific to the liability. Where 
discounting is used, the increase in the provision due to the passage of time is 
recognised as a finance cost.
Share based payments
Share based incentive arrangements are provided to management and certain 
employees. The cost of equity-settled transactions with employees is measured by 
reference to the fair value at the date at which they are granted or the effective 
date of adoption of IFRS 2 Share-based Payments. The cost is recognised as an 
expense over the vesting period, which ends on the date on which the relevant 
employee becomes fully entitled to the award. Fair value is determined using the 
Black-Scholes 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.
At each balance sheet date before vesting, the cumulative expense is calculated, 
representing the extent to which the vesting period has expired, management’s 
best estimate of the achievement or otherwise of non-market conditions, and 
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 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 date of cancellation or settlement is deducted from equity, with 
any excess over fair value being treated as an expense in the income statement.
Revenue recognition
Revenue comprises amounts invoiced for the sale of goods to customers outside 
the group less an appropriate deduction for actual and expected returns and 
discounts and is stated net of Value Added Tax and other sales taxes or duty. 
Revenue comprises sales to third parties at invoiced amounts, with the majority 
of sales being priced ‘ex-works’ . Revenue is presented net of discounts and 
promotions which include reduced price and retrospective discounts. Amounts 
billed to customers for shipping and handling is classed as revenue where the 
group is responsible for carriage, insurance and freight. All shipping and handling 
costs incurred by the group are recognised as operating costs.
Revenue is recognised on individual sales where persuasive evidence exists 
indicating that all of the following criteria have been met:
• the significant risks and rewards of ownership of the product have been 
transferred to the buyer
• neither continuing managerial involvement to the degree usually associated 
with ownership, nor effective control over the goods has been retained
• the amount of revenue can be measured reliably
• it is probable that the economic benefits associated with the sale will flow to 
the group
• the costs incurred or to be incurred regarding the sale can be measured 
reliably.
These conditions are satisfied when title passes to the customer. Where the group 
delivers on a cost, insurance and freight basis, revenue is recognised when the 
product is delivered to the destination specified by the customer, which is typically 
the destination port or the customer’s premises.
Government grants
Government grants are recognised when it is reasonable to expect that the 
grants will be received and when all related conditions have been met, usually on 
submission of a valid claim for payment. Government grants of a revenue nature 
are credited to the income statement so as to match them with the expenditure 
to which they relate.
Finance costs
Borrowings are recognised at fair value less directly attributable transaction costs. 
After initial recognition, interest bearing liabilities are subsequently remeasured 
at amortised cost using the effective interest rate.
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 separate presentation to allow 
shareholders to understand better the elements of financial performance in the 
year, to facilitate comparison with prior periods and a better understanding of 
trends in financial performance.
Financial risk management
The group holds financial instruments to finance its operations and to manage the 
currency and interest rate risks that arise from these operations. It is the group’s 
policy that no speculative trading in financial instruments shall be undertaken. 
The group finances its operations through a combination of equity, and debt. The 
main risks arising from the group’s financial instruments are liquidity risk, foreign 
currency risk, interest rate risk, credit and price risk. The group’s approach to 
managing these risks is set out in the Directors’ Report on pages 18 to 20.
Interest bearing loans and borrowings
Obligations for loans, invoice discount facility, overdraft and other borrowings 
are recognised when the group becomes party to the related contracts and 
are measured initially at the fair value of consideration received, less directly 
attributable transaction costs. After initial recognition, interest bearing loans 
and borrowings are subsequently measured at amortised cost using the effective 
interest method. Gains and losses arising on the repurchase, settlement or 
otherwise cancellation of liabilities are recognised respectively in finance revenue 
and finance cost.
Prior year reclassification
In the prior year accounts, sales discounts and free stock given to customers were 
included within selling and distribution costs.  In the current year, the directors 
have reclassified the above treatment as follows:
• reduced price and retrospective discounts have been deducted from turnover 
• free stock has been included in cost of sales.  
This is considered by the directors to be a more appropriate classification of these 
items and has no impact on the operating loss for the year ended March 2009.
Previously stated
2009
£’000
Reclassification 
2009 
£’000
Restated
2009
£’000
Revenue 33,580 (1,050) 32,530
Cost of sales (23,194) (225) (23,419)
Gross profit 10,386 (1,275) 9,111
Selling and 
distribution costs
(8,633) 1,275 (7,358)
Note 3 continued: Accounting policies 41 William Ransom & Son plc  |  Annual Report 2010
4. Segmental information 
For management purposes the group is currently organised into three operating 
divisions and a corporate head office. The three operating divisions are:
 Primary segment
Consumer health Operations located in UK,  
Ireland and Italy
Sale of consumer branded health 
products.
Pharmaceutical Operations located in the UK Manufacture of the group’s own 
MHRA licensed products and licensed 
pharmaceutical and over-the-
counter products for third parties.
Natural products Operations located in the UK Manufacture of botanical extracts 
used as ingredients by the 
pharmaceutical division and sold 
to third parties. Such extracts are 
used both as active pharmaceutical 
ingredients and as nutraceuticals.
Management monitors the operating results of its operating divisions separately 
for the purpose of making decisions about performance assessment. Segment 
performance is evaluated based on operating profit or loss which in certain 
respects is measured differently from operating profit or loss in the consolidated 
statements. Group financing (including finance costs and finance revenue) and 
income taxes are managed on a group basis and are not allocated to operating 
segments.
Year ended
31 March 2010
Consumer 
health
£’000
Pharma-
ceutical
£’000
Natural 
products
£’000
Adjustment &  
eliminations
£’000
Consoli-
dated
£’000
Revenue
External Customer 17,700 8,826 3,705 - 30,231
Inter-segment sales - 489 340 (829) -
Segment revenue 17,700 9,315 4,045 (829) 30,231
Operating results
Segment results (7,961) (1,868) 464 - (9,365)
Unallocated expenses (2,801)
Group operating loss (12,166)
Net finance costs (385)
Loss before taxation (12,551)
Tax credit 316
Loss for the year (12,235)
Assets and liabilities
Segment assets 17,632 3,050 3,223 - 23,905
Unallocated assets 97
Total assets 24,002
Segment liabilities 2,818 1,142 429 - 4,389
Unallocated liabilities 4,008
Total liabilities 8,397
Other segment 
information
Capital expenditure:
Property, plant  
and equipment
9 184 6 - 199
Intangible assets 73 1,905 270 37 2,287
Depreciation and 
amortisation
142 - - - 142
Intangibles assets - - - -
Amortisation:                  
Impairment loss 
recognised in profit 
or loss 
11,578 - - - 11,578
Write-off of inventories - 441 31 169 641
Year ended
31 March 2009
Consumer 
health
£’000
Pharma-
ceutical
£’000
Natural 
products
£’000
Adjustment &  
eliminations
£’000
Consolidated
£’000
Revenue (restated)
Sales to external 
Customer
21,792 7,727 3,011 - 32,530
Inter-segment sales - 1,948 306 (2,254) -
Segment revenue 21,792 9,675 3,317 (2,254) 32,530
Operating results
Segment results 3,060 (1,564) (275) - 1,221
Unallocated expenses (2,889)
Group operating loss (1,668)
Net finance costs (648)
Loss before taxation (2,316)
Tax credit 197
Loss for the year (2,119)
Assets and liabilities
Segment assets 30,915 4,761 3,700 - 39,376
Unallocated assets 236
Total assets 39,612
Segment liabilities 3,190 732 1,522 - 5,444
Unallocated liabilities 6,315
Total liabilities 11,759
Other segment 
information
Capital expenditure:
Property, plant and 
equipment
21 489 11 7 528
Intangibles assets 23 - - - 23
Depreciation and 
amortisation
134 508 281 58 981
Intangibles assets 8 - - 2 10
Amortisation:
Write down of 
investment properties 
- - - 60 60
Share based payment 
expense
- - - (5) (5)
Write-off of inventories - 460 190 - 650
Geographical segment
2010
£’000
 
2009
£’000 
(Restated)
Revenue
United Kingdom 21,460 23,002
Europe, excluding United Kingdom 4,380 4,316
Asia and Middle East 3,189 3,838
Africa 559 707
Australasia 291 142
The Americas 352 525
Group revenue 30,231 32,530
The revenue information above is based on the location of the customer. 42
Financial Statements
2010
£’000
2009
£’000
Non-current assets
United Kingdom 14,016 28,557
Europe excluding United Kingdom 10 10
Group non-current assets 14,026 28,567
The group does not actively manage its business on a geographical basis and 
accordingly does not analyse operating profit on that basis. 
Information about major customers
Annual revenue from one customer amounted to £3,737,000 (2009:£nil) arising 
from sales reported in the Consumer health segment.
5. Operating loss and auditor’s remuneration
5a. Operating loss
2010
£’000
2009
£’000
Operating loss is state after charging / (crediting):
Depreciation of property, plant and equipment 838 981
Impairment of property, plant and equipment 1,438 -
Amortisation of intangible assets 11 10
Impairment of intangible assets 11,578 -
Research and development costs expensed in the year - 22
Operating leases – plant & machinery 121 191
Operating leases – land & buildings 628 626
Foreign exchange 199 (220)
Decrease in fair value of investment property - 60
Cost of inventories recognised as an expense  
(included in cost of sales) including
16,616 18,228
Write-down of inventories to net realisable value 641 650
5b. Auditors’ remuneration
The group paid the following amounts to its auditors in respect of the audit of the 
financial statements and for other services provided to the group.
2010
£’000
2009
£’000
Group: audit of the financial statements 90 91
Company: audit of the financial statements 20 20
110 111
Other fees to auditors
Taxation services 20 62
Other assurance services - 50
130 223
6. Exceptional items
The group has incurred exceptional costs in the year associated with the 
fundamental restructuring of the business and the group financial restructure.  
These costs are analysed as follows:
2010
£’000
2009
£’000
Recognised in loss attributable to  
equity holders of the parent:
Goodwill impairment 11,578 -
Corporate and other restructuring 818 1,120
Impairment of property, plant and equipment 1,438 -
Gain on disposal of intangible asset (2,244) (1,341)
Product recall 116 -
Finance costs 102 125
Tax impact of exceptional items (332) (148)
11,476 (244)
Corporate and other restructuring
Goodwill impairment
After carefully estimating the carrying value of the goodwill at the balance sheet 
date, the book value was identified as being impaired. Consequently the book 
value of the goodwill was reduced by £11.6m (2009: nil) in the year ended 31 
March 2010, to reflect the carrying value as at the balance sheet date, as more 
fully disclosed in note 15.
Impairment of property, plant and equipment
After carefully estimating the carrying value of the property plant and equipment 
at the balance sheet date, the book value was identified as being impaired. 
Consequently the book value of the property, plant and equipment was reduced by 
£1.4m (2009: £nil) in the year ended March 2010 to reflect the carrying value as 
at the balance sheet date as more fully disclosed in note 13.
Corporate and other restructuring
As part of the fundamental restructuring of the business, costs have been incurred 
in restructuring the board, in the provision of interim management resource and 
in recruiting the new management team.  
Gain on disposal of intangible assets
During last quarter of the year the company disposed of a number of non-core 
products for a total of £3,034,000 realising a gain on disposal of £2,244,000
On 15 August 2008 and on 4 December 2008 the company disposed of Pavacol D 
and Radian B for a total of £593,000 and £2,500,000 respectively realising a gain 
on disposal of £1,341,000.
Finance costs
Finance costs in relation to the restructuring of the company and its financing.
Product recall
During the year ended March 2010 the company incurred costs due to a recall of 
a licensed product including a contaminated ingredient supplied to the company. 
The provision reflects the estimated future costs following the product recall.
Note 4 continued: Segmental information 43 William Ransom & Son plc  |  Annual Report 2010
7. Staff costs and directors’ emoluments
a. Staff costs
2010
£'000
2009
£'000
Wages and salaries 5,087 5,895
Social security costs 555 627
Pension costs – defined contribution 125 178
Compensation for loss of office 74 204
5,841 6,904
The average monthly number of employees was as follows:
2010
No.
2009
No.
Administration 68 98
Production 112 106
180 204
b. Directors’ emoluments
2010
£’000
2009
£’000
Total remuneration 253 593
8. Finance revenue
2010
£’000
2009
£’000
Bank interest receivable - 4
9. Finance costs
2010
£’000
2009
£’000
Bank loans and overdrafts 236 429
Amortisation of loan cost 25 22
Hire purchase interest payable 22 16
Unrealised loss on interest rate swap - 60
Cost of refinancing loan 102 125
Total finance costs 385 652
10. Taxation
The major components of taxation income / (expense) are:
2010
£’000
2009
£’000
Current taxation:
UK corporation tax credit - 14
Foreign tax - -
Current taxation credit - 14
Adjustments in respect of current taxation of previous year (8) 16
Deferred tax:
Relating to origination and reversal of temporary differences 324 542
Charges relating to the change in the tax law - (375)
Taxation credit reported in the income statement 316 197
10a. Total taxation reconciliation:
The taxation expense in the income statement for the year is different from the 
standard rate of corporation tax in the United Kingdom of 28% (2009: 28%). The 
differences are reconciled below:
2010
£’000
2009
£’000
Accounting loss before income tax (12,551) (2,316)
The UK statutory income tax rate of 28% (2009:28%) (3,514) (648)
Expenses not deductible for tax purposes 3,451 (135)
Unrecognised tax losses (256) 590
Tax overprovided in previous years 8 (16)
Tax loss on disposal on intangibles assets (168) (355)
Reversal of tax on industrial buildings allowances - 375
Transfer of assets from recognised to unrecognised 262 -
Prior year adjustment to deferred tax (134) (8)
Other differences 35 -
Total tax income reported in the  
consolidated income statement
(316) (197)
10b. Unrecognised tax losses 
In addition to tax losses on which a deferred tax asset of £nil (2009:£324,000) 
has been recognised the group also has a potential deferred tax asset of £750,000 
(2009: £766,000) in respect of tax losses carried forward and other temporary 
differences at the balance sheet date. These losses are not recognised as the group 
does not expect to recover these in the foreseeable future. 
Within the unrecognised tax losses the group has tax losses arising in the UK of 
trading losses £805,000 (2009: £1,208,000), non trading losses, £180,000 (2009: 
£1,269,000) and capital losses £1,570,000 (2009: £1,267,000) there are also 
other temporary differences of £125,000. These tax losses may be carried forward 
indefinitely for offset against future taxable profits.   
10c. Temporary differences associated with group investments 
There are no temporary differences associated with subsidiaries or associates for 
which a deferred tax liability has not been recognised. 44
Financial Statements
10d. Change in corporation tax rate 
The recent emergency budget resulted in a change of the main rate of corporation 
tax from 28% to 27%, with effect from 1 April 2011. The effect of the reduction 
to 27% will result in the total unrecognised deferred tax asset changing from 
£750,000 to £725,000. The government also announced a phased reduction in 
the main rate of corporation tax from the 27% already enacted to 24% by 1 April 
2014 which will reduce the unrecognised deferred tax further. In addition, the 
level of capital allowances available will also be reducing from 20% to 16% on 1 
April 2011, although this will only affect the timing of reversal of the deferred tax 
liability, and will not impact the level of deferred tax disclosed above. 
11. Earnings per share 
The calculation of earnings per share is based on the profit on ordinary activities 
after taxation and the weighted average number of ordinary shares of the 
company.
2010
No.
2009
No.
Weighted average number of shares:
For basic earnings per share 84,410,207 84,410,207
Outstanding share options - -
For diluted earnings per share 84,410,207 84,410,207
£’000 £’000
Loss attributable to equity holders before exceptional items (759) (2,363)
Exceptional items (11,476) 244
(12,235) (2,119)
P P
Earnings per share
Basic loss per share (14.49) (2.51)
Diluted loss per share (14.49) (2.51)
Adjusted earnings per share
Basic loss per share (0.90) (2.80)
Diluted loss per share (0.90) (2.80)
The above table shows overall loss per share, and the loss per share adjusted to 
exclude the impact of exceptional costs in the year under review.
12. Dividends
2010
£’000
2009
£’000
Equity dividends on ordinary shares declared  
and paid during the year:
Final dividend paid nil (2008: 1.1p) - -
The board have indicated that there will be no dividend paid for the year ending 
March 2010.
13. Property, plant and equipment
Plant and  
Equipment
£’000
Cost:
At 31 March 2008 and 1 April 2009 10,220
Additions 528
Disposals (188)
At 31 March 2009 and 1 April 2009 10,560
Additions 199
Disposals (188)
At 31 March 2010 10,571
Depreciation and impairment:
At 1 April 2007 (4,763)
Provided in the year (981)
Eliminated on disposals 162
At 31 March 2009 and 1 April 2009 (5,582)
Provided in the year (838)
Impairment loss (1,438)
Eliminated on disposals 86
At 31 March 2010 (7,772)
Net book value:
At 31 March 2010 2,799
At 31 March 2009 4,978
At 1 April 2008 5,457
After carefully estimating the fair value of the property plant and equipment at the 
balance sheet date, the book value was identified as being impaired. Consequently 
the book value of the property, plant and equipment was reduced by £1.4m (2009: 
£nil) in the year ended March 2010 to reflect the directors’ best estimate of its fair 
value as at the balance sheet date.
The carrying value of plant and equipment held under finance leases and hire 
purchase contracts at 31 March 2010 was £368,000 (2009:£493,000). Leased 
assets and assets under hire purchase contracts are pledged as security for the 
related finance lease and hire purchase liabilities.
14. Investment property
2010
£’000
2009
£’000
Fair value - 125
As a result of the closure of a retail unit on 31 July 2007, the company has 
reviewed the treatment adopted in respect of the unit and has concluded that it 
should be classified as an investment property.
On 6 April 2009 the unit was sold for a total of £125,000 to a third party, accordingly 
the group reflected the fair value of the investment property by impairing it to its 
fair value in the financial year ending 31 March 2009.
Note 10 continued: Taxation 45 William Ransom & Son plc  |  Annual Report 2010
15. Intangible assets
Develop-
ment 
costs
£’000
Patents &  
licences
£’000
Goodwill
£’000
Software
£’000
Total
£’000
Cost:
At 1 April 2008 36 4,417 28,610 179 33,242
Additions - - - 26 26
Disposals - (2,214) - - (2,214)
At 31 March 2009 and  
1 April 2009
36 2,203 28,610 205 31,054
Additions 131 - - 11 142
Disposals - (987) - (9) (996)
At 31 March 2010 167 1,216 28,610 207 30,200
Amortisation and impairment:
At 31 March 2008 (36) (1,424) (6.417) (165) (8,042)
Amortisation during the year - - - (10) (10)
Disposals - 462 - - 462
At 31 March 2009 and  
1 April 2009
(36) (962) (6,417) (175) (7,590)
Amortisation during the year - - - (11) (11)
Impairment during the year - - (11,578) - (11,578)
Disposals - 204 - 2 206
At 31 March 2010 (36) (758) (17,995) (184) (18,973)
Net book value:
At 31 March 2010 131 458 10,615 23 11,227
At 31 March 2009 - 1,241 22,193 30 23,464
At 31 March 2008 - 2,993 22,193 14 25,200
Patents and licences consist of intangible assets acquired through business 
combinations. These assets have indefinite useful lives, as they relate to the group’s 
marketed brands. Licences have been granted for a minimum of 10 years with the 
option of renewal based on whether the group meets performance targets during 
the initial term. Because similar licences have been successfully renewed in the 
past, the group has concluded that these assets have an indefinite useful life. 
After carefully estimating the carrying value of the goodwill at the balance sheet 
date, the financial assumptions used and the present value of the cash generating 
unit the book value was identified as being impaired.
Consequently the book value of the goodwill was reduced by £11.6m (2009: £nil) 
to reflect the carrying value as at the balance sheet date.
With effect from 1 April 2006, the date of transition to IFRS, goodwill was no 
longer amortised but is now subject to annual impairment testing.  Value in use 
is calculated as the net present value of the projected risk-adjusted cash flows of 
the cash generating unit to which goodwill is allocated. The cash flow projections 
are based on business plans approved by management for the first year and a 
projection which covers a period of 15 years. The discount rate applied may vary 
depending on the risk profile of the asset being valued but is 15% (2009: 11%) 
which is the group’s average pre-tax discount rate derived from a capital asset 
pricing model. The increase in the group’s discount rate resulted from the current 
difficult retail economic climate.
The directors are of the view that the impairment should be based on a 15 year 
forecast (2009: 10 years). The increase in the forecast period is a result of the 
directors reconsidering the basis of the forecast and determining that a 15 year 
period is more appropriate due to the indefinite useful life of some of the assets 
and the forecasted performance of the consumer healthcare division’s healthcare 
brands.
The key assumptions for the value in use calculations are those regarding the 
launch dates of products employing these technologies, their long term growth 
rates, the discount rate used and the period over which the cash flows are 
projected. The assumptions made reflect past experience, market research and 
expectations of future market trends. 
Impairment of goodwill and intangibles with indefinite lives
Goodwill acquired through business combinations and patents and licenses have 
been allocated for impairment testing purposes to the consumer health cash 
generating unit, which is also a reportable segment. This represents the lowest 
level in the Group at which goodwill is monitored for internal management 
purposes.
The recoverable amount of the consumer health cash generating unit has been 
determined based on a value in use calculation using cash flow projections over 
a period of 15 years based on financial forecasts approved by the board for the 
year ending March 2011. The discount rate applied to cash flow projections is 
15% (2009: 11%) and cash flows beyond the one year forecast are extrapolated 
using a growth rate from 3%-5% in the first 4 years and 1% thereafter (2009: 
5% to 1%).
15a. Key assumptions used in value in use calculations
The calculation of value in use for the consumer health cash generating division 
unit is most sensitive to the following assumptions:
• Gross margin
• Discount rates
• Growth rate used to extrapolate cash flows beyond the forecast period.
Gross margins are based on average values achieved in the two years preceding 
the start of the budget period. These are increased during the long term forecast 
period as a result of efficiencies achieved during the forecast period.
Discount rates reflect management’s estimate of the group’s average  
pre-tax discount rate derived from a capital asset pricing model adjusted to 
current market conditions.
Growth rate estimates are based on published industry research and management 
expectation that the consumer healthcare division will increase its market share 
within the natural health care market as a result of increased penetration with its 
existing and new customers. 
15b. Sensitivity to changes in assumptions
There are reasonable possible changes in key assumptions which could cause the 
carrying value of the unit to exceed its recoverable amount. These are discussed 
below. 
• Gross margin assumptions – a reduction of 1% in projected gross margin during 
the forecast period would result in a further impairment charge of £0.7m.
• Discount rates – an increase of 1% in the assumed discount rate during the 
projections period would result in a further impairment charge of £0.7m.
• Growth rate assumptions – a reduction of 1% in the forecasted growth rate 
during the projection period will result in a further impairment charge of £1.4m. 46
Financial Statements
16. Investments
The table below provides details of all group undertakings.
Directly and indirectly owned:
Name of Company Holding
Proportion of  
voting rights  
and shares held Nature of Business
Health Perception (UK) Limited Ordinary shares 100% Non-trading
Optima Health (Ireland) Limited Ordinary shares 100% Non-trading
Optima Italia s.r.l. Ordinary shares 98% Distribution of 
healthcare products
Optima Healthcare Limited Ordinary shares 100% Non-trading
Optima Health Limited Ordinary shares 100% Non-trading
Arheumacare Limited Ordinary shares 100% Non-trading
Amerigo Limited Ordinary shares 100% Non-trading
Menolife Limited Ordinary shares 100% Non-trading
Kordel Limited Ordinary shares 100% Non-trading
Associate:
Name of Company Holding
Proportion of  
voting rights  
and shares held Nature of Business
Trust William Limited Ordinary shares 50% voting rights 
and 20% shares 
held
Distribution of 
healthcare products
All of the above are incorporated in the United Kingdom, with the exception of 
Optima Health (Ireland) Limited, which is incorporated in Ireland and Optima Italia 
s.r.l, which is incorporated in Italy. Optima Health (Ireland) Limited ceased to trade 
on the 31st March 2008 and its operation were included in that of William Ransom 
& Son plc. Minority interests in view of current year and prior year performance 
are stated at nil value.
During the year ended 31 March 2010 the group’s associate company made a loss 
of £488,000 (2009: £783,000) of which the group’s share was £98,000 (2009: 
£156,000). The group has therefore provided in full for its cost of investment 
in the associate company of £200. The balance of the losses attributable to the 
group are held in a memorandum account and are not reflected in these financial 
statements.
The directors believe that the above investment should be reflected as an 
investment in associate company due to the fact that the directors are not 
involved in the management of the company. As of the date of the accounts, the 
company is in a minority position as there is only one board member representing 
the company. 
17. Inventories
2010
£’000
2009
£’000
Raw materials 1,548 2,140
Finished goods and goods for resale 2,133 2,791
3,681 4,931
18. Trade and other receivables
2010
£’000
2009
£’000
Trade receivables 5,483 5,435
Corporation tax - 14
Prepayments and accrued income 392 518
Other debtors 368 103
6,243 6,070
Trade receivables are non-interest bearing and are generally on 30-120 day 
terms.
At 31 March 2010 £4,500,000 (2009: £3,750,000) of the company receivables 
were financed by the company UK invoice discount facility.
At 31 March 2010, trade receivables with a nominal value of £216,000 (2009: 
£315,000) were impaired and were fully provided for. The maximum exposure to 
credit risk is the carrying amount.
All provisions for impairment were specific in the year under review. Movements 
in the provision for impairment of receivables were as follows: 
Individually impaired:
2010
£’000
2009
£’000
At 1 April 315 142
Charge for the year - 201
Amounts written off (56) -
Unused amounts reversed (43) (28)
At 31 March 216 315
Trade receivables excluding impaired balances are analysed as follows:
Total
£’000
Not  
yet due
£’000
<30  
days
£’000
30-60
days
£’000
Overdue 
60-90  
days
£’000
90–120 
days
£’000
>120 
days
£’000
2010 5,699 4,305 733 181 23 103 354
2009 5,750 4,433 216 366 21 209 505
19. Cash and short-term deposits
2010
£’000
2009
£’000
Cash at bank and in hand 52 44
At 31 March 2010, the group had available £684,000 (2008: £1437,000) of 
undrawn committed borrowing facilities in respect of which all conditions 
precedent had been met. The company banks with Barclays Bank plc, which has a 
‘AA’ counterparty credit risk rating.
For the purpose of the consolidated cash flow statement, cash and cash equivalents 
comprise the following:
2010
£’000
2009
£’000
Cash at bank and in hand 52 44
Bank overdraft and invoice discount facility (2,752) (1,335)
(2,700) (1.291) 47 William Ransom & Son plc  |  Annual Report 2010
20. Trade and other payables (current)
2010
£’000
2009
£’000
Trade payables 3,472 4,775
Other payables 1,868 1,848
Interest payable 6 15
5,346 6,638
Trade payables are non-interest bearing and are settled on an average 60-90 day 
term. Other payables are non-interest bearing and have an average term of six 
months. Term loan interest payable is normally settled quarterly throughout the 
financial year.
21. Financial liabilities
2010
£’000
2009
£’000
Current:
Bank overdraft 186 94
Invoice discount facility 2,566 1,241
Current obligations under finance leases and hire purchase 
contracts
67 66
Interest rate swap 28 -
Current instalments due on bank loans - 592
2,847 1,993
Non-Current:
Non-current obligations under finance leases and hire purchase 
contracts
110 175
Interest rate swap - 113
Non-current instalments due on bank loans - 1,911
110 2,199
Bank loans:
Bank Loan - 2.503
The bank overdraft is secured by a floating charge over the group’s assets. 
On 26 February 2009 the group restructured its UK banking facilities and replaced 
the majority of its overdraft with an invoice discount facility based on the 
company’s outstanding trade receivables. The UK facility was secured by a fix 
charge over the company’s trade receivables and interest was charged at 3.25% 
above base rate. 
The term loan is repayable by instalments with the final payment falling due on 31 
March 2013. Interest is charged at 3.75% above 3 month LIBOR. 
During the year ended March 2010 the company has been working closely with its 
lending bank and agreed to continue to reduce its bank debt through the disposal 
of non-core assets. During the last quarter of the year ended March 2010 the 
company disposed of various non-core assets for a total of £3m of which £2.6m 
were used to reduce the company’s long term loan and convert the residual term 
loan in total of £0.5m to an overdraft facility in February 2010.
In June 2007 the group entered into a £2,000,000 LIBOR interest swap bearing 
6.19% fixed rate to hedge the group interest rate exposure against its term loan 
expiring in June 2010. As at 31 March 2010 the group provided £28,000 (2009: 
£113,000) for the interest swap liability which was fully repaid post year end.
The bank term loan was secured by a cross debenture and guarantee between 
the company, Health Perception (UK) Limited, Optima Healthcare Limited and 
Optima Health (Ireland) Limited and by a debenture granting fixed and floating 
security over all assets of the company and selected trademarks as agreed with 
the company’s lending bank.
22. Deferred income tax
The deferred tax included in the financial statements is as follows:
Consolidated balance 
sheet
Consolidated income 
statement
2010
£’000
2009
£’000
2010
£’000
2009
£’000
Deferred income tax:
Accelerated depreciation for tax 
purposes
36 822 (786) 140
Revaluations of investment 
properties to fair value
- 35 (35) (17)
Tax losses (36) (363) 327 (363)
Other short term temporary 
differences
- (170) 170 50
Exchange reserve movement on 
revaluation of overseas losses
- - - 22
Deferred income tax - 324 (324) (168)
23. Commitments and contingencies
Obligations under finance leases and hire purchase contracts
The group uses finance leases and hire purchase contracts to acquire plant and 
machinery and motor vehicles. There are no restrictions placed upon the lessee by 
entering into these leases. Future minimum lease payments under finance leases 
and hire purchase contracts are as follows:
2010
£’000
2009
£’000
Future minimum payments due:
Not later than one year 78 98
After one year but not more than five years 130 208
Less dinance charges allocated to future periods 32 43
Present value of minimum lease payments 176 263
The present value of minimum lease payments is analysed as follows:
Not later than one year 67 74
After one year but not more than five years 109 176
Net obligations under finance leases and hire purchase contracts are secured by a 
fixed charge on the specific asset to which the agreement relates. Financial Statements
48
Operating leases
The group has entered into commercial leases on certain properties, motor vehicles 
and items of machinery. Only the property lease agreements contain an option for 
renewal, with such options being exercisable three to six months before the expiry 
of the lease term at rentals based on market prices at the time of exercise. There 
are no restrictions placed upon the lessee by entering into these leases.
Future minimum rentals payable under non-cancellable operating leases at 
31 March are as follows:
2010
£’000
2009
£’000
Not later than one year 689 780
After one year but not more than five years 2,694 2,752
After five years 1,120 1,726
4,503 5,258
Capital commitments
At 31 March 2010, the group had commitments of £35,000 (2009: £33,000) 
principally relating to the acquisition of new machinery.
Guarantee
The company has provided Optima Italia’s lending bank with a letter of support 
up to the value of euro 250,000. The commitment will materialise in the event 
that Optima Italia will not be able to repay its debt to its lending bank and the 
subsidiary lending bank will not be able to collect the outstanding balance of the 
facility from the subsidiary outstanding trade receivables balance.
24. Provisions
Dilapidation 
provision
£’000
Corporate 
restructuring 
£’000
Provision  
for claim 
in respect 
of product 
recall
£’000
Total
£’000
At 1 April 2009 15 523 67 605
Arising during the year 50 - 116 166
Reclassified to accruals - (113) - (113)
Utilised (15) (103) (139) (257)
Unused amounts reversed - (307) - (307)
At 31 March 2010 50 - 44 94
At 31 March 2009 50 - 44 94
At 31 March 2008 15 523 67 605
Dilapidation provision
The provision reflects the potential future dilapidation costs following termination 
of a lease agreement
Corporate restructuring
This provision reflects the cost of residual restructuring of the business committed 
to before 31 March 2009.
Product recall
The company received a claim from a customer in the year ended March 2008 for 
the cost of recalling a product as a result of the suspension of the Manufacturer’s 
licence totalling £230,000. Subsequent to the year ended March 2008 the group 
agreed to settle this claim in full for a total of £67,000. The balance was fully 
settled in June 2009. 
During the year ended March 2010 the company incurred costs due to a recall of 
a licensed product including a contaminated ingredient supplied to the company. 
The provision reflects the estimated future costs following the product recall.
25. Financial instruments
An explanation of the group’s financial instrument risk management objectives, 
policies and strategies are set out in the discussion of treasury policies and 
strategies on pages 18 to 20.
Interest rate maturity profile of financial assets and liabilities
The following table sets out the carrying amount, by maturity of the group’s 
financial instruments that are exposed to interest rate risk.
31 March
2010
<1  
year
£’000
1-2  
years
£’000
2-3  
years
£’000
3-4  
years
£’000
4-5 
years
£’000
>5  
years
£’000 
Total
£’000
Fixed rate:
Obligations under 
finance leases 
and hire purchase 
contracts
(67) (44) (44) (22) - - (177)
Interest rate swap (28) - - - - - (28)
(95) (44) (44) (22) - - (205)
Floating rate:
Cash 52 - - - - - 52
Bank overdraft (186) - - - - - (186)
Invoice discount 
facility
(2,566) - - - - - (2,566)
(2,700) - - - - - (2,700)
31 March
2009
<1  
year
£’000
1-2  
years
£’000
2-3 
years
£’000
3-4 
years
£’000
4-5 
years
£’000
>5  
years
£’000 
Total
£’000
Fixed rate:
Obligations under 
finance leases and hire 
purchase contracts
(66) (56) (34) (34) (51) - (241)
Interest rate swap - (113) - - - - (113)
(66) (169) (34) (34) (51) - (354)
Floating rate:
Cash 44 - - - - - 44
Bank overdraft (94) - - - - - (94)
Invoice discount 
facility
(1,241) - - - - - (1,241)
Bank loan (625) (600) (600) (800) - (2,625)
(1,916) (600) (600) (800) - - (3,916)
Interest on financial instruments, which are classified as floating rate, is re-priced 
at intervals of less than one year.  Interest on financial instruments, which are 
classified as fixed rate, is fixed until maturity of the instrument.
Note 23 continued: Commitments and contingencies 49 William Ransom & Son plc  |  Annual Report 2010 49
Interest rate risk
The group borrows at fixed and floating rates of interest as set out above.  For 
each 1% increase in interest rates the group would incur an additional £28,000 
(2009:£71,000) of interest expense over the life of the company’s banking 
facilities.
Foreign currency risk
Currency risk is managed by utilisation of a mixture of currency balances in line 
with the group’s trading profile. Approximately 15% of revenue is in US dollars 
or in Euros.  Currency exposure on these sales is reduced through purchasing 
materials in Euros.  The group does not undertake speculative transactions.
Liquidity risk
The table below summarises the maturity profile of the group’s financial liabilities 
based on contractual undiscounted payments. 
 
On demand
£’000
< 3 
months
£’000
3-12 
months
£’000
1-5 
years
£’000
>5 
years
£’000 
Total
£’000
31 March 2010:
Bank overdraft 186 - - - - 186
Invoice discount facility 2,566 - - - - 2,566
Interest bearing loan 28 - - - - 28
Interest rate swap - - - - - -
Trade and other payables 2,098 3,075 131 35 8 5,347
4,878 3,075 131 35 8 8,127
31 March 2009:
Bank overdraft - - 94 - - 94
Invoice discount facility 212 - 1,029 - - 1,241
Interest bearing loan - 291 480 2,216 - 2,987
Interest rate swap - - - 113 - 113
Trade and other payables 1,362 4,887 328 52 9 6,638
1,574 5,178 1,931 2,381 9 11,073
26. Fair value of financial assets and financial liabilities
Book Value Fair Value
2010
£’000
2009
£’000
2010
£’000
2009
£’000
Financial Assets:
Cash 52 44 52 44
Financial Liabilities:
Bank overdraft 186 94 186 94
Invoice discount facility 2,566 1,241 2,566 1,241
Bank loan - 2,625 - 2,625
Interest rate swap 28 113 28 113
Obligations under finance leases  
and hire purchase contracts
177 241 177 241
27. Authorised and issued share capital
2010
£’000
2009
£’000
Authorised:
112,250,000 ordinary shares of 10p each 11,225 11,225
Allotted and fully paid:
84,435,207 (20089: 84,435,207) ordinary shares of 10p each 8,443 8,443
An explanation of the group’s capital management process and objectives is set 
out in the discussion of capital management on page 12 in the group Operating 
and Financial Review.
28. Share based payments
Share Options Scheme
The company operates a number of share option schemes.  Options are granted 
with a fixed exercise price equal to the market price at the date of grant.  The 
contractual life of options granted under the schemes is typically 10 years.  Granted 
options become exercisable on the third anniversary of the date of grant, subject 
to performance criteria.  For options issued prior to March 2008, the performance 
criterion was for growth in total shareholder return to have exceeded the rate of 
inflation plus 3% per annum on a compound basis at the time of exercise.  For 
options granted since March 2008, the performance criterion was for growth in 
earnings per share to exceed 5% per annum on a compound basis over the vesting 
period. Exercise of an option is subject to continued employment unless specific 
dispensation is given by the remuneration committee.
Options were valued using the Black-Scholes option pricing model amended to 
account for dividend yield.  No performance conditions were included in the fair 
value calculations. The fair value per option granted and the assumptions used in 
the calculations were as follows: 
Vesting period 3 years
Expected volatility 7.6%
Option life 10 years
Expected life 7 years
Risk free rate 5.0%
Expected dividends expressed as a dividend yield 3.5%
The above assumptions apply to grants made in previous periods.  The expected 
volatility is based on the historic volatility of the company’s share price. The 
weighted average remaining contractual life of the options outstanding at the 
year end is four years.  The expected life is the average expected period to exercise.  
The risk-free rate of return is the yield on ten year UK government gilts applicable 
at the time of option grant.  There were no new grants of options in the year ended 
31 March 2010.  Fair values derived using these assumptions are as follows:
Grant date
Share price 
at grant date Exercise price
No. of shares  
under option
Fair value  
per option
December 2003 41.5p 41.5p 15,000 4.4p
April 2004 45.0p 45.0p 135,000 4.8p 50
Financial Statements
A reconciliation of option movements over the year to 31 March 2010 is 
given below:
2010 2009
No.
Weighted 
average 
price 
p No.
Weighted 
average  
price 
p
Outstanding at 1 April 151,284 65.1 451,284 48.4
Exercised - - - -
Lapsed - - (300,000) 40.0
Outstanding at 31 March 151,284 65.1 151,284 65.1
Exercisable at 31 March 151,284 65.1 151,284 65.1
Long Term Incentive Plan (“LTIP”)
The LTIP allows for awards of ordinary shares to be made to selected employees 
subject to the satisfaction of a performance condition. In order for the shares to 
vest fully at the end of the performance period the percentage growth in total 
shareholder return must equal or exceed the compound percentage growth in RPI 
plus 7% p.a. over a three year period. 
A reconciliation of LTIP movements over the year to 31 March 2010 is given 
below:
2010
No.
2009
No.
Outstanding at 1 April - -
Lapsed - (70,000)
Outstanding at 31 March - 70,000
Exercisable at 31 March - -
The William Ransom Share Incentive Plan (“SIP”)
The SIP is an all employee plan approved by the HMRC. The plan allows for 
employees to purchase the company shares at the end of the fiscal year based 
on the average share price during the last five business days prior to the end of 
the fiscal year. In the event that the shares are purchased at a higher price the 
company will pay for the incremental increase in share price. During the year 
ended March 2010 the employees purchased 199,000 of the company’s shares at 
a cost of £8,548. No incremental cost was incurred by the company. 
29. Reserves
Share capital
The balance classified as share capital includes the total net proceeds (both 
nominal value and share premium) on issue of the company’s equity share capital, 
comprising 10p ordinary shares.
Revaluation reserve
The asset revaluation reserve is used to record increases in the fair value of land 
and buildings and decreases to the extent that they relate to an increase on the 
same asset previously recognised in equity.
Analysis Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences 
arising from the translation of the financial statements of foreign subsidiaries. 
30. Analysis nalysis of net debt
30. Analysis of debt
1 April 
2010
£’000
Cash 
flow 
£’000
Exchange 
differences
£’000
Non-cash 
movements
£’000
31 March 
2010
£’000
Cash and cash equivalents 44 8 - - 52
Loans (2,503) 2,150 475 (122) -
Invoice discount facility (1,241) (1,325) - - (2,566)
Bank overdrafts (94) 383 (475) - (186)
Finance leases (241) 64 - - (177)
Net debt (4,035) 1,280 - (122) (2,877)
1 April 
2008
£’000
Cash 
flow 
£’000
Exchange 
differences
£’000
Non-cash 
movements
£’000
31 March 
2009
£’000
Cash and cash equivalents 1,024 (980) - - 44
Loans (5,662) 3,125 - 34 (2,503)
Invoice discount facility - (1,241) - - (1,241)
Bank overdrafts (1,971) 1,886 (9) - (94)
Finance leases (116) (125) - - (241)
Net debt (6,725) 2,665 (9) 34 (4,035)
The initial costs of establishing the loan facility are being amortised over term of 
the loan.  The bank loan balance of £nil (2009: £2,625,000) is stated net of £nil 
(2009: £123,000) in this regard.
31. Pensions and other post-retirement benefits
The group operates a number of defined contribution pension schemes. The total 
contributions for the year were £125,000 (2009: £178,000) of which £16,000 
(2009: £17,000) was outstanding at 31 March 2010.
32. Subsequent events
On 9 April 2010 the company agreed a three year financing agreement with KBC 
Business Capital, the asset based lending division of KBC Bank N.V. (“KBC”). The 
company’s existing debt facilities were replaced by long term asset based facilities 
with KBC that are comprised of:
• Up to £3.5m invoice discount facility based on the company’s eligible trade 
receivable position bearing an interest rate of base plus 2%
• Up to £1.25m stock facility based on the company’s eligible stock position 
bearing an interest rate of base plus 2.5%
• £0.56m plant and machinery facility payable in 35 equal monthly payments 
commencing in May 2010 bearing an interest rate of base plus 3%
As part of the above debt restructure the company agreed various operational 
and financial covenants measured on a monthly basis in line with the company’s 
forecast provided to KBC.
On 9 July 2010 Optima Italia S.r.l agreed the sale of certain of its business assets 
and liabilities for a total of £45,000 and signed a new distribution agreement for 
the company’s products in Italy and other territories.
On 3 September it was announced that Ivor Harrison has decided to leave the 
company and take up a new role in support of the founder at Snapz Ltd, an early 
stage healthy snacks business. The board has decided to appoint Fred Whitcomb as 
Chief Executive in his place. Ivor will continue in his position until 27 September 
at which point Fred will take up his new position. 
Note 28 continued: Share based payments 51 William Ransom & Son plc  |  Annual Report 2010
Further Board changes will come into effect following this year’s AGM on 28 
October 2010. David Suddens and Tim Bridge will step down to focus on their 
other business interests. 
The board is pleased to announce that Sir Roger Jones has accepted the position of 
non-executive Chairman, effective from the date of this year's AGM. Sir Roger has 
a life-long interest and involvement in natural healthcare and pharmaceuticals. 
He is a pharmacist, a Fellow of The Royal Pharmaceutical Society, and a “Qualified 
Person” under EEC medicine legislation. He worked for the Wellcome Foundation 
between 1968 and 1982 in marketing, operations and market development and in 
1986 founded Penn Pharmaceuticals which he sold in 1999 to an MBO. In addition 
to founding other pharmaceutical companies, Sir Roger has been Chairman of the 
Welsh Development Agency and was a Governor of the BBC (1996-2002). Today 
he is Chair of the National Trust committee for Wales, Chair and ProChancellor of 
Swansea University and a Fellow of the Learned Society for Wales.
33. Other related party transactions
Other than inter-company transactions with subsidiaries and the remuneration 
of directors and key management personnel, which is disclosed in the Directors’ 
Remuneration Report and note 34 below, there were no significant transactions 
with related parties, including associated companies during the year.
34. Compensation of key management personnel including directors
2010
£’000
2009
£’000
Short-term employee benefits 1,031 956
Termination benefits 44 212
1,075 1,168
Note 32 continued: Subsequent events Company Accounts
For the year ended 31 March 2010
Prepared in accordance with UK GAAP
52
Company No. 126138 53 William Ransom & Son plc  |  Annual Report 2010
Statement of Directors' 
Responsibilities in Relation 
to the Parent Company 
Financial Statements
The directors are responsible for 
preparing the Directors Report 
and the financial statements in 
accordance with applicable law 
and regulations.
Company law requires the directors to prepare financial 
statements for each financial year. Under that law the directors 
have elected to prepare the financial statements in accordance 
with United Kingdom Generally Accepted Accounting Practice 
(United Kingdom Accounting Standards and applicable law). 
Under company law the directors must not approve the financial 
statements unless they are satisfied that they give a true and fair 
view of the state of affairs of the company and of the profit or 
loss of the company for that period. In preparing those financial 
statements, the directors are required to:
• select suitable accounting policies and then apply them 
consistently;
• make judgements and estimates that are reasonable and 
prudent;
• state whether applicable UK Accounting Standards have been 
followed, subject to any material departures disclosed and 
explained in the financial statements; and
• prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the company will 
continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the company and enable them to ensure 
that the financial statements comply with the Companies Act 
2006. They are also responsible for safeguarding the assets of the 
company and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities. 54
Financial Statements
Independent Auditor's 
Report to the Members of 
William Ransom & Son Plc
We have audited the parent company financial statements of 
William Ransom & Son plc for the year ended 31 March 2010 
which comprise the company Balance Sheet and the related 
notes 1 to 22.  The financial reporting framework that has been 
applied in their preparation is applicable law and United Kingdom 
Accounting Standards (United Kingdom Generally Accepted 
Accounting Practice).
This report is made solely to the company’s members, as a body, 
in accordance with Chapter 3 of Part 16 of the Companies Act 
2006.  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 auditor’s 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
As explained more fully in the Directors’ Responsibilities Statement 
set out on page 70 the directors are responsible for the preparation of 
the parent company financial statements and for being satisfied that 
they give a true and fair view.  Our responsibility is to audit the parent 
company financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland).  Those standards 
require us to comply with the Auditing Practices board’s Ethical 
Standards for Auditors.
Scope of the audit of 
the financial statements
An audit involves obtaining evidence about the amounts 
and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free from 
material misstatement, whether caused by fraud or error.  This 
includes an assessment of: whether the accounting policies are 
appropriate to the parent company’s circumstances and have been 
consistently applied and adequately disclosed; the reasonableness 
of significant accounting estimates made by the directors; and the 
overall presentation of the financial statements.
Opinion on financial statements
In our opinion the parent company financial statements:
• give a true and fair view of the state of the company’s affairs as 
at 31 March 2010;
• have been properly prepared in accordance with United 
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the 
Companies Act 2006is of matter – going concern
Emphasis of matter – going concern
In forming our opinion on the financial statements, which is not 
qualified, we have considered the adequacy of the disclosures 
made in note 1 concerning the company’s ability to continue 
as a going concern. These conditions indicate the existence of a 
material uncertainty which may cast significant doubt about the 
ability to continue as a going concern. The financial statements do 
not include the adjustments that would result if the company was 
unable to continue as a going concern.
Opinion on other matters prescribed 
by the Companies Act 2006
In our opinion the information given in the Directors’ Report for 
the financial year for which the financial statements are prepared 
is consistent with the parent company financial statements. 55 William Ransom & Son plc  |  Annual Report 2010
Matters on which we are required 
to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, in 
our opinion:
•  adequate accounting records have not been kept by the parent 
company, or returns adequate for our audit have not been 
received from branches not visited by us; or
•  the parent company financial statements are not in agreement 
with the accounting records and returns; or
•  certain disclosures of directors’ remuneration specified by law 
are not made; or
•  we have not received all the information and explanations we 
require for our audit.
Other matter
We have reported separately on the group financial statements 
of William Ransom & Son plc for the year ended 31 March 2010.  
That report is modified by the inclusion of an emphasis of matter.
Kevin Harkin (Senior statutory auditor)
for and on behalf of Ernst & Young LLP Statutory Auditor
Luton | 14 September 2010
Notes:
1. The maintenance and integrity of the William Ransom & Son plc 
web site is the responsibility of the directors; the work carried 
out by the auditors does not involve consideration of these 
matters and, accordingly, the auditors accept no responsibility 
for any changes that may have occurred to the financial 
statements since they were initially presented on the web site.
2. Legislation in the United Kingdom governing the preparation 
and dissemination of financial statements may differ from 
legislation in other jurisdictions.
Independent Auditor's 
Report to the Members of 
William Ransom & Son Plc Contd.  56
Financial Statements
Notes
2010
£’000
2009
£’000
Fixed assets (Restated)
Intangible assets 3 11,176 23,210
Tangible assets 4 2,815 4,998
Investments 5 4,293 5,101
Investment property 6 - 125
18,284 33,434
Current assets
Stocks 7 3,489 4,313
Debtors 8 5,529 5,464
Cash at bank and in hand 52 44
9,070 9,821
Creditors: amounts falling due within one year 9 (12,995) (13,166)
Net current liabilities (3,885) (3,345)
Total assets less current liabilities 14,399 30,089
Creditors: amounts falling due after more than one year 10 (110) (2,199)
Provision for liabilities and charges 13 94 (770)
Net assets 14,195 27,120
Capital and reserves
Called up share capital 14 8,443 8,443
Share premium account 16 22,013 22,013
Profit and loss account 16 (16,263) (3,463)
Revaluation reserve 16 - 125
Share based payment reserve 16 2 2
Equity shareholders’ funds 14,195 27,120
Company Balance Sheet Company No. 126138  
At 31 March 2010  
The financial statements were approved by the board on 14 September 2010 and signed on its behalf by:
 Ivor Harrison, Secretary
Financial Statements
56 57 William Ransom & Son plc  |  Annual Report 2010
Notes to the Company 
Financial Statements for 
the Year Ended 31 March 
2010
1. Accounting policies
Basis of preparation
Unless otherwise stated, the financial statements of the parent company are 
prepared under the historical cost convention modified to include the revaluation 
of investment properties and are prepared in accordance with applicable 
accounting standards. 
No profit and loss account is presented by the company as permitted by Section 
230 of the Companies Act 2006 and the company has taken advantage of the 
exemption provided in FRS 1 Cash Flow Statements not to present a cash flow 
statement.
The company has also taken advantage of the exemption in paragraph 2D of FRS 
29 Financial Instruments: Disclosures and has not disclosed information required 
by that standard, as the group’s consolidated financial statements, in which the 
company is included, provide equivalent disclosures for the group under IFRS 7 
Financial Instrument Disclosures.
Material Uncertainty Relating to Going Concern
On 26 February 2009 the company reached an agreement with its lending bank to 
restructure its banking facilities and secured the lending bank’s long term support. 
The company’s banking facilities were restructured as follows:
• £2.6m term loan bearing an interest rate of LIBOR plus 3.75% repayable in 
quarterly instalments commencing June 2009 through to March 2013.
• Up to £4m invoice discount facility based on the company’s trade receivables 
position bearing an interest rate of base plus 3.25%
• £0.1m overdraft facility.  
During the year ended March 2010 the company has been working closely with its 
lending bank and agreed to continue to reduce its bank debt through the disposal 
of non-core assets. During the last quarter of the year ended March 2010 the 
company disposed of various non-core assets for a total of £3m of which £2.6m 
were used to reduce the company’s long term loan and convert the residual term 
loan in total of £0.5m to an overdraft facility in February 2010.
On 9 April 2010 the company agreed a three year financing agreement with KBC 
Business Capital, the asset based lending division of KBC Bank N.V. (“KBC”). The 
company’s existing debt facilities were replaced by long term asset based facilities 
with KBC that are comprised of:
• Up to £3.5m invoice discount facility based on the company’s eligible trade 
receivable position bearing an interest rate of base plus 2%
• Up to £1.25m stock facility based on the company’s eligible stock position 
bearing an interest rate of base plus 2.5%
• £0.56m plant and machinery facility payable in 35 equal monthly payments 
commencing in May 2010 bearing an interest rate of base plus 3%
As part of the above debt restructure the company agreed various operational 
and financial covenants measured on a monthly basis in line with the company’s 
forecast provided to KBC.
As more fully disclosed in the Chairman's statement, changes are to be made to 
the board during September and October 2010. In recognition of this, the directors 
have agreed a comprehensive transition plan for the period up to the company's 
AGM. The directors do not consider that this significantly increases the risk around 
the successful delivery of the turnaround plan. 
The directors have also prepared forecasts for the business for the period to 31 
March 2012 on the basis of this long term agreement with the company’s bank 
KBC. These forecasts reflect the company’s best estimates concerning the impact 
of the following on its ability to meet its banking covenants:
• current economic downturn
• the company’s exposure to different sales channels across the business
• the company’s ability to meet its sales forecast and operating margin, 
notwithstanding the Pharmaceutical Division recovery plan, and required 
headroom and cash generation
• the company’s ability to achieve the planned supply chain savings
The company has met its operating profit sales target for the first quarter of the 
new financial year and has been able to achieve the planned savings to date.  
The directors have identified and considered whether the company will be able 
to achieve its turnaround plan and banking covenants as agreed with its lending 
bank under various scenarios. The directors have also considered the performance 
of the pharmaceutical division that was loss making last year, the underlying 
sales assumptions required to meet the consumer health division’s sales targets 
post brand disposals in the current difficult retail economic climate, and the 
uncertainty of achieving the sales targets in time to meet the turnaround plan 
and, as a result, its banking covenants. In the event that the company is not 
able to materially achieve its forecast the company will not be able to meet the 
covenants agreed with its lending bank. 
The above factors give rise to a material uncertainty which may cast significant 
doubt upon the ability of the company to meet its banking covenants and continue 
as a going concern.
Having carefully considered these uncertainties the directors are satisfied that the 
cash flow forecasts have been properly prepared and demonstrate that the company 
can meet its liabilities as they fall due in line with the agreed debt structure for 
the foreseeable future. On this basis they believe that it is appropriate to prepare 
the financial statements on a going concern basis. The financial statements do not 
include any adjustments to the balance sheet intangible or tangible fixed assets, 
the reclassification of long term liabilities or provision for further liabilities.
Goodwill
Positive goodwill is the excess of the cost of the business transferred to the 
company from its subsidiaries over the aggregate fair values of that entity’s 
identifiable assets and liabilities. Positive goodwill is shown on the balance sheet 
as an asset and is amortised evenly over its estimated useful economic life, up to a 
presumed maximum of 20 years. In addition to systematic amortisation, the book 
value is written down to recoverable amounts when any impairment is identified.
Investment properties
Investment properties are accounted for in accordance with SSAP19 Investment 
Properties. The investment property is revalued annually. The surplus or deficit 
on revaluation is transferred to the revaluation reserve unless a deficit below 
original cost, or its reversal, on an individual investment property is expected to 
be permanent, in which case it is recognised in the profit and loss account for 
the year. 58
Financial Statements
Tangible fixed assets and depreciation
Depreciation is provided evenly on the cost of tangible assets, to write them down 
to their estimated residual values over their expected useful lives. Where there 
is evidence of impairment, fixed assets are written down to their recoverable 
amounts. The principal annual rates of depreciation used are:
Plant and machinery 3 to 20 years
Motor vehicles 3 to 5 years
Websites 3 years
Stocks
Stocks are valued at the lower of cost and estimated net realisable value. Cost 
is determined on a first-in first-out basis. The cost of finished goods comprises 
raw material purchase cost, direct labour and manufacturing overheads and 
packing material costs, recovered using the company’s standard costing model. 
Net realisable value is based on the estimated sales price after allowing for all 
further costs of completion and disposal.
Research and development
Research and development expenditure is recognised as an expense in the period 
in which it is incurred unless it meets the criteria for capitalisation under SSAP 13 
Accounting for Research and Development.
Patents, licenses, trademarks and know-how
Expenditure on ‘patents, licenses and know-how’ is capitalised when recoverability 
can be foreseen with reasonable certainty, and is amortised evenly over its 
estimated useful economic life of a maximum of 20 years. In addition to systematic 
amortisation, the book value is written down to its recoverable amount when any 
impairment is identified.
When healthcare brands are acquired, the company capitalises an appropriate 
amount into ‘patents, licenses and know-how’, to the extent that the value can 
be measured reliably on initial recognition. The amount so capitalised is based 
upon the amounts set out as relating to ‘patents, licenses and know-how’, in 
the sale and purchase agreement signed with the vendor. The remaining amount 
not relating to tangible assets (such as fixed assets and stock) is included within 
goodwill.
Investment in subsidiaries and associates 
Investment in subsidiaries and associates are accounted for at the lower of cost 
and net realisable value.
Provisions for liabilities
A provision is recognised when the company has a legal or constructive obligation 
as a result of a past event and it is probable that an outflow of economic benefits 
will be required to settle the obligation.
Provisions for the expected costs of maintenance under guarantees are charged 
against profits when products have been invoiced. The effect of the time value of 
money is not material and therefore the provisions are not discounted.
Derivative financial instruments and hedging
The company uses derivative financial instruments such as interest rate swaps 
to hedge its risks associated with interest rate fluctuations. Such derivative 
financial instruments are initially recognised at fair value on the date on which a 
derivative contract is entered into and are subsequently re-measured at fair value. 
Derivatives are carried as assets when the fair value is positive and as liabilities 
when the fair value is negative.
The fair value of interest rate swap contracts is determined by reference to market 
values for similar instruments.
Contributions to pension funds
The company operates defined contribution pension schemes which cover the 
majority of employees. The assets of the schemes are held separately from those of 
the company in independently administered funds and contributions are charged 
to the profit and loss account when payable.
Deferred taxation
The payment of taxation is deferred or accelerated because of timing differences 
between the treatment of certain items for accounting and taxation purposes. 
Full provision for deferred taxation is made under the liability method, without 
discounting, on all timing differences that have arisen, but not reversed by the 
balance sheet date, unless such provision is not permitted by FRS 19 Deferred 
Taxation. Deferred tax assets are recognised to the extent that it is regarded as 
more likely than not they will be recovered.
In accordance with FRS 19 deferred tax is not provided for in respect of:
• gains on the sale of non-monetary assets, where on the basis of all available 
evidence it is more likely than not that the taxable gain will be rolled over into 
replacement assets;
• fair value adjustment gains to fixed assets and stock to uplift prices to those 
ruling when an acquisition is made.
Foreign currencies
Transactions in foreign currencies are translated into sterling at the rate of 
exchange ruling at the date of the transaction and monetary assets and liabilities 
denominated in foreign currency are translated at the rate of exchange ruling at 
31 March. All currency differences are taken to the profit and loss account.
Trade and other receivables
Trade receivables, which generally have 30-120 day terms, are recognised and 
carried at the lower of their original invoiced value and the recoverable amount. 
Where the time value of money is material, receivables are carried at amortised 
cost. Provision is made when there is objective evidence that the company will not 
be able to recover balances in full. Balances are written off when the probability 
of recovery is assessed as being remote.
Leased assets
Assets obtained under finance leases and hire purchase contracts are capitalised 
in the balance sheet and are depreciated over their useful lives. The interest 
element of rental obligations is charged to the profit and loss account over the 
period of the lease.
Rentals paid under operating leases are charged to income on a straight line basis 
over the term of the lease.
Incentives, including rent-free periods provided to the company to induce it to 
enter into leasing arrangements, are carried forward and written off in the profit 
and loss account over the life of the relevant lease.
Loan arrangement fees
Costs associated with the arrangement of term loan facilities are carried forward 
and are written off in the profit and loss account over the term of the relevant 
loan.
Share based payments
The company operates a number of share option schemes. The remuneration 
committee can grant either approved or unapproved options over shares in the 
company. Options are granted with a fixed exercise price equal to the market price 
at the date of grant.  The contractual life of options granted under the scheme 
is typically 10 years. Options become exercisable on the third anniversary of the 
date of grant, subject to the achievement of performance criteria.  Exercise of an 
option is subject to continued employment unless specific dispensation is given by 
the remuneration committee.
Note 1 continued: Accounting policies 59 William Ransom & Son plc  |  Annual Report 2010
Revenue recognition
Revenue comprises amounts invoiced for the sale of goods to customers outside 
the group less an appropriate deduction for actual and expected returns and 
discounts and is stated net of Value Added Tax and other sales taxes or duty. 
Revenue comprises sales to third parties at invoiced amounts, with the majority of 
sales being priced ‘ex-works’ . Revenue presented net of discounts and promotions 
which include reduced price and retrospective discounts. Amounts billed to 
customers for shipping and handling is classed as revenue where the group is 
responsible for carriage, insurance and freight. All shipping and handling costs 
incurred by the group are recognised as operating costs.
Revenue is recognised on individual sales where persuasive evidence exists 
indicating that all of the following criteria have been met:
• the significant risks and rewards of ownership of the product have been 
transferred to the buyer
• neither continuing managerial involvement to the degree usually associated 
with ownership, nor effective control over the goods has been retained
• the amount of revenue can be measured reliably
•  it is probable that the economic benefits associated with the sale will flow to 
the group
• the costs incurred or to be incurred regarding the sale can be measured 
reliably.
These conditions are satisfied when title passes to the customer. Where the group 
delivers on a cost, insurance and freight basis, revenue is recognised when the 
product is delivered to the destination specified by the customer, which is typically 
the destination port or the customer’s premises.
Comparative figures
Certain prior year figures have been reclassified from accruals to provisions to 
conform with the presentation for the year ended 31 March 2010. This had no 
impact on the result for the year or net assets.
2. Staff costs
2010
£’000
2009
£’000
Wages and salaries 5,022 5,830
Social security costs 533 605
Pension costs – defined contribution 125 178
Compensation for loss of office 74 212
5,754 6,825
The average monthly number of employees was as follows:
2010
No.
2009
No.
Administration 66 96
Production 112 106
178 202
3. Intangible assets
Development 
Costs
£’000
Patents and 
licences
£’000
Goodwill
£’000
Total
£’000
Cost:
At 1 April 2009 36 2,203 28,562 30,801
Additions 131 - - 131
Disposals - (906) - (906)
At 31 March 2010 167 1,297 28,562 30,026
Depreciation and impairment:
At 1 April 2008 (36) (1.184) (6,371) (7,591)
Amortisation during the year - (65) (1,409) (1,474)
Impairment during the year - - (10,169) (10,169)
Disposals - 384 - 384
At 31 March 2010 (36) (865) (17,949) (18,850)
Net book value:
At 31 March 2010 131 432 10,613 11,176
At 31 March 2009 - 1,019 22,191 23,210
After carefully estimating the carrying value of the goodwill at the balance sheet 
date, the financial assumptions used and the present value of the cash generating 
unit the book value was identified as being impaired.
Consequently the book value of the goodwill was impaired by £10.2m (2009: £nil) 
to reflect the carrying value as at the balance sheet date.
Value in use is calculated as the net present value of the projected risk-adjusted 
cash flows of the cash generating unit to which goodwill is allocated. The cash 
flow projections are based on business plans approved by management for the 
first year and a projection which covers a period of 15 years. The discount rate 
applied may vary depending on the risk profile of the asset being valued but is 
15% which is the group’s average pre-tax discount rate derived from a capital 
asset pricing model. 
The directors are of the view that the impairment should be based on a 15 year 
forecast. The forecast period is a result of the directors considering the basis of the 
forecast and determining that a 15 year period is appropriate due to the indefinite 
useful life of some of the assets and the forecasted performance of the consumer 
healthcare division’s healthcare brands.
The key assumptions for the value in use calculations are those regarding the 
launch dates of products employing these technologies, their long term growth 
rates, the discount rate used and the period over which the cash flows are 
projected. The assumptions made reflect past experience, market research and 
expectations of future market trends. 60
Financial Statements
4. Tangible assets
Motor 
Vehicles
£’000
Plant and 
Machinery
£’000
Total
£’000
Cost:
At 31 March 2009 79 10,639 10,718
Additions 11 199 210
Disposals (9) (188) (197)
At 31 March 2010 81 10,650 10,731
Depreciation:
At 31 March 2009 (55) (5,665) (5,720)
Provided in the year (11) (782) (793)
Impairment loss - (1,483) (1,483)
Eliminated on disposals 8 72 80
At 31 March 2010 (58) (7,858) (7,871)
Net book value at 31 March 2010 23 2,792 2,815
Net book value at 31 March 2009 24 4,974 4,998
After carefully estimating the fair value of the property plant and equipment at the 
balance sheet date, the book value was identified as being impaired. Consequently 
the book value of the property, plant and equipment was reduced by £1.4m (2009: 
£nil) in the year ended March 2010 to reflect the directors’ best estimate of its fair 
value as at the balance sheet date.
Included in the amounts for plant and machinery above are the following amounts 
relating to leased assets and assets acquired under hire purchase contracts:
£’000
Cost:
At 31 March 2009 and 31 March 2010 462
Depreciation and impairment:
At 31 March 2009 49
Provided in the year 45
At 31 March 2010 94
Net book value: 
At 31 March 2010 368
At 31 March 2009 413
5. Investments 
Shares in subsidiary 
undertakings
£’000
Cost:
At 31 March 2009 and 31 March 2010 5,101
Amount provided:
At 31 March 2009 -
Provided in the year 808
At 31 March 2010 808
Net book value: 
At 31 March 2010 4,293
At 31 March 2009 5,101
Following a review of the net assets of the subsidiary companies, an impairment 
charge has been recorded to align the company’s investment with the net assets of 
its subsidiaries
The above investments include an investment of £200 in an associate company Trust 
William Limited.
The shares in the group undertakings, which are held directly by the company 
comprise:
Directly and indirectly owned:
Name of Company Holding
Proportion of  
voting rights  
and shares held Nature of Business
Health Perception (UK) 
Limited
Ordinary shares 100% Non-trading
Optima Health (Ireland) 
Limited
Ordinary shares 100% Non-trading
Optima Italia s.r.l. Ordinary shares 98% Distribution of 
healthcare products
Optima Healthcare 
Limited
Ordinary shares 100% Non-trading
Optima Health Limited Ordinary shares 100% Non-trading
Arheumacare Limited Ordinary shares 100% Non-trading
Amerigo Limited Ordinary shares 100% Non-trading
Menolife Limited Ordinary shares 100% Non-trading
Kordel Limited Ordinary shares 100% Non-trading
Associate:
Name of Company Holding
Proportion of  
voting rights  
and shares held Nature of Business
Trust William Limited Ordinary shares 50% voting rights and 
20% shares held
Distribution of 
healthcare products
All of the above are incorporated in the United Kingdom, with the exception of 
Optima Health (Ireland) Limited, which is incorporated in Ireland and Optima Italia 
s.r.l, which is incorporated in Italy. On 31st March 2008 the business operations 
of Optima Health (Ireland) Limited were merged into that of William Ransom & 
Son plc.
During the year ended 31 March 2010 the group’s associate company made a loss 
of £488,000 (2009: £783,000) of which the group’s share was £98,000 (2009: 
£156,000). The group has therefore provided in full for its cost of investment 
in the associate company of £200. The balance of the losses attributable to the 
group are held in a memorandum account and are not reflected in these financial 
statements.
6. Investment property
2010
£’000
2009
£’000
Fair value - 125
As a result of the closure of a retail unit on 31 July 2007, the company has 
reviewed the treatment adopted in respect of the unit and has concluded that it 
should be classified as an investment property
The unit was sold for a value of £125,000 to a third party in May 2009, according 
the group the reflected the market value of the property by devaluing it by £60,000 
in the financial year ending 2009. 61 William Ransom & Son plc  |  Annual Report 2010
7. Stock
2010
£’000
2009
£’000
Raw materials 1,548 2,101
Finished goods and goods for resale 1,941 2,212
3,489 4,313
8. Trade and other receivables
2010
£’000
2009
£’000
Trade receivables 4,791 4,705
Amounts owed by group undertakings 4 115
Corporation tax - 14
Other debtors 368 74
Prepayments and accrued income 366 556
5,529 5,464
Trade receivables are non-interest bearing and are generally on 30-120 day terms. 
At 31 March 2010, trade receivables, with a nominal value of £114,000 (2009: 
£215,000) were impaired and fully provided for.
The company has provided for its trading balances with its loss making Italian 
subsidiary, as it is unlikely in the near future, that the subsidiary will be able to 
settle these balances.  
9. Creditors: amounts falling due within one year
2010
£’000
2009
£’000
(Restated)
Bank overdraft 186 94
Invoice discount facility 2,358 1,029
Current instalment due on loans - 592
Obligations under finance leases and hire purchase contracts 66 66
Trade creditors 3,328 4,161
Amounts owed to group undertakings 5,463 5,450
Interest swap 28 -
Other taxes and social security costs 512 463
Accruals 1,014 1,311
12,955 13,166
The bank overdraft is secured by a floating charge over the group’s assets. On 26 
February 2009 the company restructured its banking facilities and replaced the 
majority of its overdraft with an invoice discount facility based on the company’s 
outstanding trade receivables. The facility is secured by a fix charge over the 
company’s trade receivables and interest is charged at 3.25% above base rate. The 
term loan is repayable by installments with the final payment falling due on 31 
March 2013. Interest is charged at 3.75% above 3 month LIBOR.  
10. Creditors amounts falling due after more than one year
2010
£’000
2009
£’000
Loans - 1,911
Interest Swap - 113
Obligations under finance leases and hire purchase contracts 110 175
110 2,199
11. Loans
Included within creditors are loans which are repayable as follows:
2010
£’000
2009
£’000
Wholly repayable within five years - 2,502
During the year ended March 2010 the company has been working closely with its 
lending bank and agreed to continue to reduce its bank debt through the disposal 
of non-core assets. During the last quarter of the year ended March 2010 the 
company disposed of various non-core assets for a total of £3m of which £2.6m 
were used to reduce the company’s long term loan and convert the residual term 
loan in total of £0.5m to an overdraft facility in February 2010.
In June 2007 the company entered into a £2m LIBOR interest swap bearing 6.19% 
fixed rate to hedge the group interest rate exposure against its term loan expiring 
in June 2010. As at 31 March 2010 the group provided £28,000 (2009: £113,000) 
for the interest swap liability.
The initial costs of establishing the loan facility were amortised over term of the 
loan. The bank loan balance of £nil (2009: £2,625,000) is stated net of £nil (2009: 
£123,000) in this regard. 
The bank term loan was secured by a cross debenture and guarantee between the 
company, Health Perception (UK) Limited, Optima Healthcare Limited and Optima 
Health Limited and by a debenture granting fixed and floating security over all 
assets of the company and selected trademarks as agreed with the company’s 
lending bank. 62
Financial Statements
12. Obligations under leases and hire purchase contracts
Future minimum lease payments under finance leases and hire purchase contracts 
are as follows:
2010
£’000
2009
£’000
Future minimum payments due:
Not later than one year 78 98
After one year but not more than five years 130 208
Less finance charges allocated to future periods 32 43
Present value of minimum lease payments 176 263
Operating leases:
The annual lease commitments under non-cancellable operating leases are 
analysed according to the period in which each lease expires as follows:
2010
£’000
2009
£’000
Property
Amounts payable:
Leases expiring in one year 34 23
Leases expiring between two and five years 145 -
Leases expiring after 5 years 445 642
624 665
Motor vehicles, plant and equipment
Amounts payable:
Leases expiring in one year 43 74
Leases expiring between two and five years 58 74
101 148
Net obligations under finance leases and hire purchase contracts are secured by a 
fixed charge on the specific asset to which the agreement relates.. 
o
13. Provision for liabilities
Deferred taxation
2010
£’000
2009
£’000
At 1 April 165 534
Transfer to the profit and loss account (165) (369)
At 31 March - 165
The amount of provided and unprovided deferred tax is as follows: 
Amounts provided Amounts unprovided
2010
£’000
2009
£’000
2010
£’000
2009
£’000
Accelerated capital allowances - 618 (217) -
Losses - (363) (312) (675)
Revaluation of Gatehouse - 35 - -
Other timing differences - (125) (19) -
- 165 (548) (675)
In addition to tax losses on which a deferred tax asset of £nil (2009:£363,000) has 
been recognised the company also has a potential deferred tax asset of £312,000 
(2009:£675,000) in respect of tax losses carried forward at the balance sheet date. 
These losses are not recognised as the company does not expect to recover these 
in the foreseeable future. 
Provisions
Dilapidation 
provision
£’000
Corporate 
restructuring 
£’000
Provision  
for claim in 
respect of 
product recall
£’000
Total
£’000
At 1 April 2009 15 523 67 605
Arising during the year 50 - 116 166
Reclassified to accruals - (113) - (113)
Utilised (15) (103) (139) (257)
Unused amounts reversed - (307) - (307)
At 31 March 2010 50 - 44 94
At 31 March 2009 50 - 44 94
At 31 March 2008 15 523 67 605
Dilapidation provision
The provision reflects the potential future dilapidation costs following termination 
of a lease agreement
Corporate restructuring
This provision reflects the cost of residual restructuring of the business committed 
to before 31 March 2009.
Product recall
The company received a claim from a customer in the year ended March 2008 for 
the cost of recalling a product as a result of the suspension of the Manufacturer’s 
licence totalling £230,000. Subsequent to the year ended March 2008 the group 
agreed to settle this claim in full for a total of £67,000. The balance was fully 
settled in June 2009. 
During the year ended March 2010 the company incurred costs due to a recall of 
a licensed product including a contaminated ingredient supplied to the company. 
The provision reflects the estimated future costs following the product recall.har
14. Called up share capital
2010
£’000
2009
£’000
Allotted called up and fully paid:
84,435,207 (2008: 84,435,207) ordinary shares of 10p each 8,443 8,443 63 William Ransom & Son plc  |  Annual Report 2010
15. Share based payments
The company operates a number of share option schemes. Options are granted 
with a fixed exercise price equal to the market price at the date of grant. The 
contractual life of options granted under the schemes is typically 10 years. Granted 
options become exercisable on the third anniversary of the date of grant, subject 
to performance criteria. For options issued prior to March 2008, the performance 
criterion was for growth in total shareholder return to have exceeded the rate of 
inflation plus 3% per annum on a compound basis at the time of exercise. For 
options granted since March 2008, the performance criterion was for growth in 
earnings per share to exceed 5% per annum on a compound basis over the vesting 
period. Exercise of an option is subject to continued employment unless specific 
dispensation is given by the remuneration committee.
Options were valued using the Black-Scholes option pricing model amended to 
account for dividend yield. No performance conditions were included in the fair 
value calculations. The fair value per option granted and the assumptions used in 
the calculations were as follows: 
Vesting period 3 years
Expected volatility 7.6%
Option life 10 years
Expected life 7 years
Risk free rate 5.0%
Expected dividends expressed as a 
dividend yield
3.5%
The above assumptions apply to grants made in previous periods.  The expected 
volatility is based on the historic volatility of the company’s share price. The 
weighted average remaining contractual life of the options outstanding at the 
year end is four years.  The expected life is the average expected period to exercise.  
The risk-free rate of return is the yield on ten year UK government gilts applicable 
at the time of option grant.  There were no new grants of options in the year ended 
31 March 2010.  Fair values derived using these assumptions are as follows:
Grant date
Share price 
at grant date Exercise price
No. of shares 
under option
Fair value per 
option
December 2003 41.5p 41.5p 15,000 4.4p
April 2004 45.0p 45.0p 135,000 4.8p
A reconciliation of option movements over the year to 31 March 2010 is given below:
2010 2009
No.
Weighted 
average 
price 
p No.
Weighted 
average  
price 
p
Outstanding at 1 April 151,284 65.1 451,284 48.4
Exercised - - - -
Lapsed - - (300,000) 40.0
Outstanding at 31 March 151,284 65.1 151,284 65.1
Exercisable at 31 March 151,284 65.1 151,284 65.1
Long Term Incentive Plan (“LTIP”)
The LTIP allows for awards of ordinary shares to be made to selected employees 
subject to the satisfaction of a performance condition. In order for the shares to 
vest fully at the end of the performance period the percentage growth in total 
shareholder return must equal or exceed the compound percentage growth in RPI 
plus 7% p.a. over a three year period.  A reconciliation of LTIP movements over the 
year to 31 March 2010 is given below:
2010
No.
2009
No.
Outstanding at 1 April - 70,000
Lapsed - (70,000)
Outstanding at 31 March - -
Exercisable at 31 March - -
The William Ransom Share Incentive Plan (“SIP”)
The SIP is an all employee plan approved by the HMRC. The plan allows for 
employees to purchase the company shares at the end of the fiscal year based 
on the average share price during the last five business days prior to the end of 
the fiscal year. In the event that the shares are purchased at a higher price the 
company will pay for the incremental increase in share price. During the year 
ended March 2010 the employees purchased 199,000 of the company’s shares at 
a cost of £8,548. No incremental cost was incurred by the company. 
16. Reserves
Share 
Capital
£’000
Share 
Premium
£’000
Reval’n 
Reserve 
£’000
Share 
based 
payment 
reserve 
£’000
Retained 
earnings
£’000 
Total
£’000
At 1 April 2008 8,433 22,013 185 7 744 31,392
Property revaluation - - (60) - 60 -
Retained loss for the year ended 
31 March 2009
- - - (5) (4,267) (4,272)
Balance at 31 March and  
1 April 2009
8,443 22,013 125 2 (3,463) 27,120
Property disposal - - (125) - 125 -
Retained loss for the year ended 
31 March 2010 
- - - - (12,925) (12,925)
Balance at 31 March 2010 8,443 22,013 - 2 (16,263) 14,195
17. Reconciliation of movements in shareholders’ funds
2010
£’000
2009
£’000
Loss for the financial year (12,925) (4,267)
Share-based payment - (5)
Decrease in shareholders’ funds (12,925) (4,272)
Opening shareholders’ funds 27,120 31,392
Closing shareholders’ fund 14,195 27,120
18. Commitments and contingencies
At 31 March 2010, the company had commitments of £35,000 (2009: £33,000) 
principally relating to the acquisition of new machinery. 
The company has provided Optima Italia’s lending bank with a letter of support 
up to the value of euro 250,000. The commitment will materialise in the event 
that Optima Italia will not be able to repay its debt to its lending bank and the 
subsidiary lending bank will not be able to collect the outstanding balance of the 
facility from the subsidiary outstanding trade receivables balance. 64
Financial Statements
19. Auditors’ remuneration
The company paid £20,000 (2009:£20,000) in respect of the audit of the 
financial statements of the company. Fees paid to Ernst & Young LLP and 
its associates for non-audit services to the company itself are not disclosed 
in the individual accounts of William Ransom & Son PLC because group 
financial statements are prepared which are required to disclose such fees on a 
consolidated basis.
20. Loss attributable to members of the parent company
The losses dealt with in the financial statements of the parent company are 
£12,925,000 (2009: £4,267,000).
21. Related party transactions
The company has taken advantage of the exemption in FRS 8, not to disclose 
transactions with its wholly owned subsidiaries. 
During the year the company entered into transactions in the ordinary course of 
business with its 98% subsidiary, Optima Italia S.r.l. Transactions entered into and 
trading balances outstanding at 31 March are as follows. 
Sales to Optima 
Italia
£’000
Purchases 
From Optima 
Italia
£’000
Amount owed 
from Optima 
Italia 
£’000
2010 449 18 -
2009 287 9 111
22. Subsequent events
On 9 April 2010 the company agreed a three year financing agreement with KBC 
Business Capital, the asset based lending division of KBC Bank N.V. (“KBC”). The 
company’s existing debt facilities were replaced by long term asset based facilities 
with KBC that were comprised of:
• Up to £3.5m invoice discount facility based on the company’s eligible trade 
receivable position bearing an interest rate of base plus 2%
• Up to £1.25m stock facility based on the company’s eligible stock position 
bearing an interest rate of base plus 2.5%
• £0.56m plant and machinery facility payable in 35 equal monthly payments 
commencing in May 2010 bearing an interest rate of base plus 3%
As part of the above debt restructure the company agreed various operational 
and financial covenants measured on a monthly basis in line with the company’s 
forecast provided to KBC.
On 9 July 2010 Optima Italia S.r.l agreed the sale of certain of its business assets 
and liabilities for a total of £45,000 and signed a new distribution agreement for 
the company’s products in Italy and other territories.
On 3 September it was announced that Ivor Harrison has decided to leave the 
company and take up a new role in support of the founder at Snapz Ltd, an early 
stage healthy snacks business. The board has decided to appoint Fred Whitcomb as 
Chief Executive in his place. Ivor will continue in his position until 27 September 
at which point Fred will take up his new position. 
Further board changes will come into effect following this year’s AGM on 28 
October 2010. David Suddens and Tim Bridge will step down to focus on their 
other business interests. 
The board is pleased to announce that Sir Roger Jones has accepted the position of 
non-executive Chairman, effective from the date of this year's AGM. Sir Roger has 
a life-long interest and involvement in natural healthcare and pharmaceuticals. 
He is a pharmacist, a Fellow of The Royal Pharmaceutical Society, and a “Qualified 
Person” under EEC medicine legislation. He worked for the Wellcome Foundation 
between 1968 and 1982 in marketing, operations and market development and in 
1986 founded Penn Pharmaceuticals which he sold in 1999 to an MBO. In addition 
to founding other pharmaceutical companies, Sir Roger has been Chairman of the 
Welsh Development Agency and was a Governor of the BBC (1996-2002). Today 
he is Chair of the National Trust committee for Wales, Chair and ProChancellor of 
Swansea University and a Fellow of the Learned Society for Wales. 65 William Ransom & Son plc  |  Annual Report 2010
Directors, Officers and Advisors
Directors D Suddens    Non-Executive Chairman 
 F Whitcomb Non-Executive Director 
 I Harrison     Chief Executive 
 T Bridge    Senior Independent Non-Executive Director
Secretary    I Harrison
Registered office Alexander House 
 40a Wilbury Way 
 Hitchin 
 Hertfordshire 
 SG4 0AP
Registered number    126138
Telephone    +44 (0)1462 437615
Fax    +44 (0)1462 420528
E Mail   info@williamransom.com
Web site   www.williamransom.com
Auditors    Ernst & Young LLP
Bankers    KBC Bank NV and Barclays Bank plc
Stockbroker and nominated advisor     Numis Securities Limited
Public Relations      Buchanan Communications Limited
Registrars and transfer office Capita Registrars Limited 
 Northern House 
 Woodsome Park 
 Fenay Bridge 
 Huddersfield 
 West Yorkshire 
 HD8 0LA
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