BIOTRACE INTERNATIONAL PLC
Annual Report and Accounts 2005
BIOTRACE INTERNATIONAL PLC Annual Report and Accounts 2005 BIOTRACE INTERNATIONAL PLC
Annual Report and Accounts 2005
A leading manufacturer and supplier
of industrial microbiology products.
Biotrace International provides solutions for environmental
monitoring of production and service facilities and for the quality
control of finished goods and raw materials. 
The Company’s product portfolio ranges from rapid hygiene
monitoring systems and pathogen detection tests to GMP
compliant culture media and laboratory equipment.
Biotrace addresses three business segments: Food and
Environmental, Pharmaceutical, Personal Care and Cosmetics
and Defence. The Company has a global presence with direct sales
offices in the UK, France, Denmark, Italy, the USA and Australia and
an international network of distributors. 
Products are manufactured in Europe, North America and Australia.
Customers include:
 Food, dairy and beverage manufacturers
 Environmental and industrial process water suppliers
 Hospital and independent testing laboratories
 Pharmaceutical, personal care and cosmetics companies
 Defence organisations
Biotrace International Plc
IFC Group Profile
01 Highlights 
02 Chairman’s Statement 
04 Chief Executive’s Review
08 Financial Review
12 Directors and Advisors
13 Directors’ Report
22 Independent Auditors’ Report 
24 Consolidated Income Statement
25 Consolidated Statement of Changes in Equity
26 Consolidated Balance Sheet
27 Consolidated Cash Flow Statement
28 Notes to the Financial Statements
57 Company Balance Sheet
58 Notes to the Financial Statements
62 Notice of Annual General Meeting
64 Five Year Record
Financial Calendar
Biotrace International Plc
The Science Park
Bridgend
CF31 3NA
United Kingdom
T: +44 (0) 1656 641400
F: +44 (0) 1656 768837
E: corporate@biotrace.co.uk
www.biotrace.com
BIOTRACE INTERNATIONAL PLC Annual Report and Accounts 2005
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Food and
Environmental 
Pharmaceutical,
Personal Care
and Cosmetics 
Defence 
For over 15 years Biotrace has worked closely
with Food, Beverage and Environmental
customers to develop a range of high quality,
innovative products and services that reduce
the time to result and provide convenience
for environmental monitoring, quality control
and quality assurance testing. 
The Group’s proprietary technologies are used by most
of the world’s leading food and beverage manufacturers
who rely on the Biotrace products as an essential part of their
quality control procedures. Effective hygiene management helps
manufacturers reduce levels of contamination in production
facilities and in finished products, leading to improved quality,
fewer batch rejections and lower risk of product recall.
Other customers include environmental, industrial process water
and healthcare organisations where constant pressure to reduce
costs and improve efficiency demands rapid identification of
problems in high risk areas. Biotrace systems are widely used
to monitor the build up of microbial contamination allowing
customers to take preventative actions on a real time basis.
Biotrace produces and supplies a range of high
quality products dedicated to the Pharmaceutical,
Personal Care and Cosmetics industries. These
innovative products, developed in partnership
with leading manufacturers, provide effective
and accurate solutions to control airborne
contamination in clean room facilities. 
Customers can choose from a range of high quality air samplers
which comply with the latest regulatory requirements from
the European, North American and Japanese GMPs to the
CFR21 part 11 for software compliance or the most recent
ISO standard 14698 (as certified by CAMR, Centre for Applied
Microbiology Research). The air samplers can be used in
conjunction with Biotrace’s own manufactured triple bagged,
irradiated Pre-Prepared Media.
Biotrace is a member of numerous technical forums
and associations such as the ISO, AFI, PDA or ASCCA. 
The Company has accumulated years
of experience in the design, manufacture
and supply of state of the art systems for
rapid detection of biological weapons.  
Biotrace has a joint venture company with the UK Ministry
of Defence for the development and manufacture
of defence-critical reagents.
Biotrace systems and consumables are currently in use by major
military and homeland security organisations around the world
to continuously monitor levels of biological agents in the air
on a real time basis.
Our Brands
Biotrace is recognised as the leading brand in rapid hygiene monitoring systems
with simple and reliable solutions for verifying cleanliness and monitoring levels
of contamination in critical areas ranging from food and beverage production
facilities to paper mills or hospital wards. 
The Biotrace range of products also include state of the art detection systems
and defence critical reagents used for military purposes and homeland security. 
The Cogent MLS system has proven to be a particularly effective and accurate
method to measure contamination in dairy samples at UHT production facilities.
Results are available 48 hours faster than traditional culture methods
which means reduced holding time on finished goods and lower incidence
of product recall.
Based on patented technology, the TECRA range of pathogen and toxin detection
kits provide manufacturers with reliable, simple, fully automated or manual
screening tests for some of the major causes of food poisoning such as
Salmonella, Listeria, E.coli O157, Staphylococcus aureus, Campylobacter,
Staphylococcal Enterotoxins and Bacillus Enterotoxin. 
The range also includes rapid vitamins and allergen detection tests.
Innovatively designed for convenience, based on customers’ recommendations
and manufactured with the best materials available, the International
BioProducts range of dehydrated culture media and sampling devices allows
customers to meet internal quality standards and government regulations.
The Ascotec samplers lead the way in microbiological air sampling. They comply
with all the pharmaceutical regulatory requirements ranging from the European,
North American and Japanese GMPs to the most recent ISO standard 14698 and
GMP sanitisation requirements.
Manufactured at the first facility in Europe to be certified to the Pharmaceutical
Suppliers Code of Practice (“PSCOP”), Biotrace pre-prepared culture media
excels in terms of performance and specification. Used for the isolation
and identification of organisms during environmental monitoring and quality
control tests, the range is a perfect complement to the Ascotec air samplers. 
Sales and Services
In addition to the Group’s own manufactured products Biotrace also offers
a range of distributed products and additional services in specific countries.
Biotrace Service Departments have established an excellent reputation across
the world by providing fast, efficient and cost effective support on a wide
range of equipment. 
Biotrace’s global presence and extensive product portfolio range ensure first
class service and support. 
T HE D ESIGN P ORTFOLIO
a member of the flathill communications group plc
www.flathillplc.com
designed & produced by
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Biotrace International Plc Annual Report and Accounts 2005
Highlights
Financial
 Revenue up 10% to £29.3 million (2004: £26.6 million) and a Compound Annual Growth Rate (“CAGR”)
since 2000 of 31%
 Profit before tax, restructuring costs and intangible asset amortisation up 19% to £3.5 million
(2004: £2.9 million) 
 Operating profit up 10% to £2.8 million (2004: £2.6 million) after incurring losses of £0.3 million
in Ruskinn
 Earnings per share before restructuring costs and intangible asset amortisation up 17% to 5.95p
(2004: 5.07p) 
 Operating cash flow up 12% at £3.9 million (2004: £3.5 million)
 Total dividend for the year increased by 11% to 1.55p (2004: 1.40p)
Operational
 Acquisition of MicroSafe in September 2005 enhancing presence in pharmaceutical market
 Appointment of Group Operations Director and re-structuring of European operations 
 Purchase of remaining shares in Biotrace SA
 Post year end sale of Ruskinn Life Sciences business
 Collaboration with Pall Corporation for pharmaceutical market
Revenues (£ million) Profit before tax* (£ million)
2001 2002 2003 2004 2005 2001 2002 2003 2004 2005
9.6
12.5
19.9
26.6
29.3
1.8
* before exceptional items, restructuring costs and intangible
asset amortisation
2.3
2.7
2.9
3.5
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Biotrace International Plc Annual Report and Accounts 2005
Chairman’s Statement
Good progress was made in 2005 as the Group continued
to consolidate its position in the industrial microbiology market
with strategic acquisitions. Underlying profitability increased
as a result of acquisitions, further integration initiatives
and improved operational efficiency. 
Results and earnings
Sales for the year were £29.3 million (2004: £26.6 million),
a growth of 10% over 2004 and a compound annual growth
rate since 2000 of 31%. The profit before taxation was
£2.6 million compared with £2.5 million in 2004, however,
this was struck after incurring £0.3 million of one off
restructuring costs (2004: £0.2 million). Earnings per share
for the period were 4.39p (2004: 4.38p). Cash flow from
operating activities was robust, increasing by 12% over
2004 to £3.9 million (2004: £3.5 million) and has grown
at a compound annual growth rate of 24% since 2000.
Dividend
The Board recommends a final dividend of 1.15p per share,
which combined with the interim dividend of 0.40p paid
in October 2005, gives a total dividend of 1.55p per share
for the year. This represents an increase of 11% over 2004. 
Corporate development
During the year, the Company continued to build scale
in the core Industrial business. Investments were made
in strengthening the European sales structure and in expanding
our presence in the pharmaceutical sector. Expenditure on
research and development continued at the same level as the
previous year with the launch of new and improved products. 
Highlights
 Revenues growing at Compound Annual Growth
Rate of 31% since 2000
 Cash flow from operations remains robust, 
up 12% on 2004
 Dividends nearly doubled in five years
Dividend (p/share)
2001 2002 2003 2004 2005
0.80
0.96
1.15
1.40
1.55
_01_BIO_arf05.qxd  10/04/2006  13:52  Page 02 Prospects
We have made a positive start to 2006 with top line growth
generated from the contribution of MicroSafe acquired
in September 2005 and through organic growth. The recent
disposal of the Ruskinn Life Science business will provide greater
focus on the highly profitable Industrial business and drive
further improvements in financial performance in the coming
year. The collaboration with Pall Corporation, announced
in January 2006, is a great endorsement of our proprietary
technologies and will help expand our business in the
pharmaceutical market.
Biotrace continues to be a profitable, highly cash generative
business with strong growth potential and the Board remains
optimistic regarding the Group’s prospects.
The continued support of our shareholders, customers, suppliers
and partners is much appreciated. The Board recognises that
the progress made over this period would not have been possible
without the dedication and determination of our staff.
On behalf of the Board I offer them our warmest thanks.
T A Clements
Chairman
Biotrace International Plc Annual Report and Accounts 2005
03
 Biotrace continues to be a profitable, highly
cash generative business with strong growth
potential and the Board remains optimistic
regarding the Group’s prospects.
 _01_BIO_arf05.qxd  10/04/2006  13:52  Page 03 04
Biotrace International Plc Annual Report and Accounts 2005
Chief Executive’s Review
Overview
2005 2004
Industrial £24.9 million £27.2 million
Life Science £1.0 million £1.1million
Defence £0.7 million £1.0 million
Group revenue £26.6 million £29.3 million
The Group continued to prioritise investment in its core Industrial
business during 2005. A sustained commitment to research and
development across all brands led to the launch of new and
improved products for environmental monitoring and quality
control solutions for the food, pharmaceutical and water industries.
Further investment was made in expanding direct customer access
with the purchase of the remaining 47% of the shares in the
French sales subsidiary, Biotrace SA. In September 2005, the Italian
microbiology group, MicroSafe, was acquired to expand the
Group’s direct sales organisation in Europe and to build
a significant presence in the pharmaceutical market.
The Group’s Life Science business, Ruskinn Life Sciences, which
manufactures innovative products for medical microbiology
and life science research, was sold on 9 February 2006. 
The Defence business unit develops and manufactures biological
weapon detection equipment and consumables, leveraging
the Group’s rapid detection technology. These systems are
supplied to the UK Ministry of Defence and several other
governments and defence organisations either directly or
through larger defence partners. The acquisition of MicroSafe
expanded sales within Europe during the year and reduces
the Group’s dependency on UK Ministry of Defence sales
going forward.
Overall, sales increased 10% to £29.3 million (2004: £26.6 million)
with operating profits also increasing 10% over the prior year
to £2.8 million (2004: £2.6 million). Pre-tax profit before
restructuring costs and intangible asset amortisation increased
19% on the prior year to £3.5 million (2004: £2.9 million), whilst
profit before tax increased to £2.6 million (2004: £2.5 million).
Earnings per share increased marginally in 2005 to 4.39p
(2004: 4.38p), with earnings before restructuring costs and
intangible asset amortisation increasing 17% from 5.07p in
2004 to 5.95p in the period.
Highlights
 Acquisition of MicroSafe in September 2005
enhancing presence in pharmaceutical market
 Appointment of Group Operations Director
and re-structuring of European operations 
 Purchase of remaining shares in Biotrace SA
 Post year-end sale of Ruskinn Life Sciences business
 Collaboration with Pall Corporation for
pharmaceutical market
Revenue by market
Industrial 
£27.2m
Life Science
£1.1m
Defence
£1.0m
_01_BIO_arf05.qxd  10/04/2006  13:52  Page 04 Operational review
2005 2004
Group revenue £29.3 million £26.6 million
Europe £13.7 million £12.6 million
Americas £13.1 million £12.5 million
Asia Pacific £2.5 million £1.5 million
European sales grew 9% in 2005, with the contribution from
MicroSafe in the last quarter offsetting a 7% decline in underlying
sales. European operations were restructured during the second
half of the year to optimise the sales organisation and improve
manufacturing efficiency. Sales in the Americas continued
to grow steadily, improving by 5% on 2004 to £13.1 million,
whilst Asia-Pacific sales grew 67% to £2.5 million, largely
as a result of a full year’s contribution from Tecra sales
in the region. 
Sales of the Group’s own brands in 2005 increased to 83%
of turnover (2004: 82%), as a result of the contributions by Tecra
and MicroSafe. Direct sales, from the Group’s sales subsidiaries,
accounted for 86% of turnover (2004: 87%), with the balance
derived from the Group’s network of international distributors.
Recurring revenues from reagents, consumables and service
business increased from 89% in 2004 to 90% in 2005. 
Industrial 
2005 2004
Revenue £27.2 million £24.9 million
The Industrial business, which accounted for 93% of Group
revenues in the period, is focussed on delivering innovative
solutions that reduce testing time or provide automation or
convenience for customers to achieve high standards of product
quality and safety, optimise process performance and safeguard
human health. It serves small and multi-national companies within
the food, dairy, beverage, pharmaceutical, personal care products,
water quality and industrial processing sectors wherever they
operate worldwide. Biotrace hygiene monitoring, Tecra pathogen
detection and IBP sampling and prepared media products
account for the majority of sales in the Industrial business,
predominantly in the food sector.
Overall, Industrial sales grew 9% to £27.2 million in 2005
(2004: £24.9 million) with the three month contribution from
MicroSafe and a full year’s effect of Tecra driving the growth
and offsetting a small decline in European industrial sales. 
The food and beverage sector has historically generated
the highest proportion of revenues and in 2005 accounted
for 78% of Industrial turnover (2004: 81%). Over the past
two years the Group has been steadily building revenues
in non-food sectors to broaden the business base and reduce
the risks associated with a high concentration of earnings from
a single sector. The Company intends to build a significant
presence in and derive a higher proportion of revenues
from the pharmaceutical, personal care and cosmetics sector.
The acquisition of MicroSafe in the last quarter of the year
increases the Group’s presence in this sector substantially.
Ascotec air samplers and Biotrace PPM prepared media
products together provide a powerful solution for
environmental monitoring in pharmaceutical manufacturing. 
Biotrace International Plc Annual Report and Accounts 2005
05
Sales of the Group’s own brands
increased to 83% of turnover with
direct sales accounting for 86%.
Revenue by product
 Biotrace is developing and executing
well-defined plans to gain worldwide
leadership in the large and growing
industrial microbiology market.
 Consumables 
88%
Instruments
10%
Service
2%
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Biotrace International Plc Annual Report and Accounts 2005
Chief Executive’s Review continued
Defence
2005 2004
Revenue £1.0 million £0.7 million
As anticipated, underlying UK defence sales remained flat
in 2005 at £0.7 million, however, the acquisition of MicroSafe
contributed approximately £0.3 million of sales generated from
the Italian military and homeland security market, which gave
rise to an overall increase in defence sales of 43% compared
with 2004. The current visibility would suggest a continuing
low level of UK business in the absence of any further conflicts,
however, opportunities for sales growth are being developed
within Europe from an expanded product offering and
geographic coverage. 
Life Science
2005 2004
Revenue £1.1 million £1.0 million
Life Science’s sales increased 10% in the period with Ruskinn
contributing £0.9 million and MicroSafe adding £0.2 million from
the date of acquisition. As announced in February this year,
the Ruskinn business was sold to the Life Science management
team for £1.1 million in cash plus 10% equity in the ongoing
new business, resulting in the termination of the Group’s direct
activity in this market. 
Product development
Expenditure on research and development during the year was
similar to 2004 at £1.2 million. A number of new and improved
products were launched during the year. These included new
allergen tests from Tecra to meet the increasing concern from
manufacturers to detect the presence of minute traces of
contaminating allergenic substances. The Company continued
to improve the performance of the Air-trace™ air sampler to
meet major pharmaceutical manufacturers’ requirements. 
Revenue by region
 Biotrace is a stronger, more dependable
business with good visibility of earnings
from the high level of revenues generated
from direct sales, own brands and
repeat consumables.
 Europe 
£13.7m
Americas
£13.1m
Asia Pacific
£2.5m
_01_BIO_arf05.qxd  10/04/2006  13:52  Page 06 Corporate development
Tecra, acquired in June 2004 has been integrated into the
Group and now forms the base for Asia Pacific sales. MicroSafe
acquired in September 2005, is currently being integrated
into the revised European structure and is playing a global
role in developing business in the pharmaceutical market.
As mentioned previously, the sale of Ruskinn will allow
Management to focus on growing the core Industrial
business utilising the cash generated from the deal. 
Whilst Management is focussing on achieving operational
excellence within the existing Group, further opportunities that
will strengthen the Company’s position in the industrial market
will be evaluated, provided they meet strict criteria for adding
value to shareholders.
Outlook
Biotrace is developing and executing well defined plans to
gain worldwide leadership in the large and growing industrial
microbiology market. A great deal has been achieved over
the last twelve months and in particular during the early part
of this year, to strengthen the Company’s position and to
improve financial performance. The addition of MicroSafe
and its collaboration with Pall Corporation to develop business
in the pharmaceutical sector is progressing well and a substantial
order has been placed by Pall recently to commence their sales
campaign. The recent disposal of the loss making Ruskinn unit
will improve profitability and allow Management to concentrate
on growing the profitable Industrial business. 
It is our objective to grow above the overall market growth rate
currently at approximately 5–6%. This will be achieved through a
combination of organic growth generated from the sale of rapid
tests which are growing faster; expansion of sales into the high
growth potential pharmaceutical sector; and through acquisitions,
as the market continues to consolidate. The Defence business will,
as in the past, continue to perform better in some years than
others but provides high quality and profitable business when
contracts are won. A stronger and more dependable business
base has been achieved over the course of last year by significantly
reducing the Company’s dependency on unpredictable or
unsustainable revenues, providing greater visibility of earnings
from the high level of revenues generated from direct sales,
own brands and repeat consumables.
Biotrace is a profitable and strongly cash generative business
and, now with more focus, it is well positioned to take
advantage of the opportunities for profitable growth that
will add value for shareholders. A positive start has been
made in 2006 with current trading in line with expectations.
The Board remains confident of the prospects for the Group
and of delivering further improvements in financial performance.
I R Johnson
Chief Executive
07
Biotrace International Plc Annual Report and Accounts 2005
Our Food and Environmental customers include:
 Food processors
 Beverage manufacturers
 Dairy manufacturers
 Food service and catering establishments
 Environmental water processors
 Paper and pulp mills
 Other industrial processes
Biotrace is a key supplier of industrial microbiology
products to pharmaceuticals, personal care products
and cosmetics manufacturers.
_01_BIO_arf05.qxd  10/04/2006  13:52  Page 07 08
Biotrace International Plc Annual Report and Accounts 2005
Financial Review
Revenue
Sales for the year were £29.3 million (2004: £26.6 million),
a growth of 10% over 2004 and a CAGR since 2000 of 31%.
The improvement in sales resulted from the full year effect
of the acquisition of Tecra in June 2004, combined with just
over three months’ contribution from Biotrace MicroSafe,
acquired in September 2005. Sales for the second half were up
11% on the corresponding period in 2004 and up 16% on the
first half of 2005. During the year, the US Dollar appreciated by
11% relative to Sterling following declines of 17% and 11% in
2004 and 2003 respectively. The average rate used to translate
the results of our US operations declined by 1% from 1.83 to
1.82, benefiting the Group by £0.1 million in turnover on a like
for like basis. 
Gross margins
Overall gross margins for the year were 50% (2004: 51%)
falling due to the inclusion of lower margin turnover related
to Biotrace MicroSafe and product mix changes. 
Expenses
Selling and administrative costs, including intangible amortisation,
were £10.3 million (2004: £9.7 million) before restructuring
charges. These costs increased as anticipated over 2004
with the inclusion of a full year of costs of Tecra, together
Highlights
 Revenue up 10% to £29.3 million (2004: £26.6 million)
and a Compound Annual Growth Rate (“CAGR”) since
2000 of 31%
 Profit before tax, restructuring costs and intangible asset
amortisation up 19% to £3.5 million (2004: £2.9 million) 
 Operating profit up 10% to £2.8 million (2004: £2.6 million)
after incurring losses of £0.3 million in Ruskinn
 Earnings per share before restructuring costs and intangible
asset amortisation up 17% to 5.95p (2004: 5.07p) 
 Operating cash flow up 12% at £3.9 million
(2004: £3.5 million)
 Total dividend for the year increased by 11% to 1.55p
(2004: 1.40p)
Group revenue (£ million)
2001 2002 2003 2004 2005
9.6
12.5
19.9
26.6
29.3
_01_BIO_arf05.qxd  10/04/2006  13:52  Page 08 09
Biotrace International Plc Annual Report and Accounts 2005
with the selling and administration costs of Biotrace MicroSafe
from September onwards. Intangible asset amortisation during
the period amounted to £0.5 million (2004: £0.2 million). Excluding
the additional costs and amortisation noted above, underlying
overheads were reduced by £0.8 million from 2004 levels.
Result for the year
Operating profit before amortisation and restructuring costs
was up 25% at £3.7 million in 2005 (2004: £2.9 million). 
The results have been reported under IFRS as adopted by
the European Union. As the Group has made significant
investments in acquiring the business of Biotrace MicroSafe Srl
in 2005 this has given rise to additional intangible assets in
the period. The majority of these relate to distribution and
business connections and a ten year amortisation period
has been adopted. As reported above charges for amortisation
of these intangible assets were £0.5 million (2004: £0.2 million). 
Restructuring costs of £0.3 million (2004: £0.2 million) were
incurred in relation to the restructuring of the business
on a geographical basis after the acquisition of Tecra.
This included transfer of customer service operations
from Runcorn to Bridgend, merging UK operations into one
operating company and the closure of Tecra’s French subsidiary. 
In addition costs were incurred in closing the Ruskinn facility
near Leeds and moving manufacturing to Bridgend. Taking
these restructuring costs and intangible asset amortisation into
account gave an adjusted operating profit of £2.8 million up
10% on 2004 (£2.6 million).
Net financing costs rose to £0.3 million (2004: £0.1 million)
through a combination of the full year interest charges for the
loan taken out to finance the acquisition of Tecra in 2004 and
the new Euro-denominated loan for the financing of the
acquisition of the 62% stake in Biotrace MicroSafe Srl in 2005.
Interest rates on the US Dollar have risen significantly in the
period increasing the interest charges despite the reduction in
capital outstanding through a short-term repayment schedule
over five years. After finance costs, profit before tax was up
2% at £2.6 million, whilst profit before restructuring charges
was up 9% to £2.9 million.
Disposal of Ruskinn
The Group announced on 9 February 2006 the disposal of the
Ruskinn business. During 2005 this operation lost £0.3 million at
the operating level and its disposal will lead to an improvement
in operating profits in 2006.
 Revenue has grown by a compound
annual growth rate of 31% since 2000.
 _01_BIO_arf05.qxd  10/04/2006  13:52  Page 09 10
Biotrace International Plc Annual Report and Accounts 2005
Financial Review continued
Taxation
The tax charge for the year of £0.9 million (2004: £0.9 million)
represents an equivalent consolidated tax charge of 35%.
As expected the US tax losses available to the Group have now
been fully utilised and the Group does now pay federal taxes
on profits in the US. The charge represents a high percentage
relative to profit before tax due to higher tax rates outside
the UK and the inability to utilise losses arising from our
operations in Denmark.
Earnings per share
Earnings per share for 2005 were 4.39p (2004: 4.38p). To inform
shareholders of the underlying position of the Group’s results
earnings per share have also been calculated before restructuring
costs and secondly before restructuring costs and intangible
asset amortisation:
Pence per share 2005 2004 Growth
Earnings 4.39 4.38 —
Earnings before restructuring costs 5.00 4.67 7%
Earnings before restructuring costs 
and intangible asset amortisation 5.95 5.07 17%
Dividend
The Board is recommending a final dividend of 1.15p per share,
which combined with the interim dividend of 0.40p paid
in October 2005, gives a total dividend of 1.55p per share for
the year amounting to £0.6 million. This represents an increase
of 11% over 2004. 
Cash flow
Cash flow from operating activities remains strong, increasing
by 12% over 2004 to £3.9 million (2004: £3.5 million) and has
grown at a compound annual growth rate of 24% since 2000.
The net cash inflow from operating activities was offset by
the investment of £3.2 million in acquiring subsidiaries and by
acquiring the remaining shares in Biotrace SA not already owned
by the Company. £0.7 million (2004: £0.7 million) was invested
in capital expenditure. Income tax payments of £1.2 million
(2004: £0.9 million) were made and £0.6 million of dividends
paid to shareholders. 
 Operational cash flow has grown by
a compound annual growth rate of
24% since 2000.
 Operational cash flow (£ million)
2.5
2.8
2.9
3.5
3.9
2001 2002 2003 2004 2005
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Biotrace International Plc Annual Report and Accounts 2005
Balance sheet
Equity shareholders’ funds have increased by 12% to £19.3 million
arising from the retained profits for the period of £1.1 million,
combined with a foreign currency exchange gain of £0.5 million
and the issue of £0.3 million worth of new shares.
387,478 ordinary shares were issued in the year to satisfy
part of the consideration paid to the vendors of the
Biotrace MicroSafe businesses acquired in Italy. 
Capital investment totalled £0.7 million for the year (2004:
£0.7 million). Intangible assets increased to £18.0 million arising
from the acquisition of the Biotrace MicroSafe business in Italy
and the purchase of the minority shareholding of Biotrace SA
in France. 
Inventories increased in the period by £1.5 million to £5.4 million,
arising from the acquisition of the Biotrace MicroSafe businesses
combined with increased stockholding in the regions following
the creation of the geographical hubs at the start of the year.
Receivables increased due principally to the addition of Biotrace
MicroSafe balances during the year. 
Cash and indebtedness
During the year the Group took on an additional loan
denominated in Euros of £2.8 million to assist with the purchase
of the Biotrace MicroSafe businesses in Italy, thus providing a
hedge against the Euro denominated assets acquired. Cash
balances at the year end amounted to £0.5 million and the net
debt position of the Group amounted to £6.3 million, representing
gearing of 32%. As announced since the year end, the Group has
sold its Ruskinn business for £1.1 million cash, £0.6 million payable
on completion and the remaining proceeds payable in the second
half of the year. The Group has retained a 10% interest in the
ongoing new business.
P W J Morgan
Finance Director and Company Secretary
Turnover per share (Pence)
27.0
34.4
53.7
69.4
75.1
Operational cash flow per share (Pence)
7.2
7.6
7.8
9.2
10.0
2001 2002 2003 2004 2005 2001 2002 2003 2004 2005
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Biotrace International Plc Annual Report and Accounts 2005
Directors and Advisors
Registered Office
The Science Park, Bridgend CF31 3NA
Registered Number
2858626
Financial Advisers and Stockbrokers
Numis Securities Limited
Cheapside House, London EC2V 6LH
Gambit Corporate Finance
Kenneth Pollard House, 5–19 Cowbridge Road East, 
Cardiff CF11 9AQ
Solicitors
CMS Cameron McKenna
Mitre House, 160 Aldersgate Street, London EC1A 4DD
M & A Solicitors
Kenneth Pollard House, 5–19 Cowbridge Road East, 
Cardiff CF11 9AB
Auditors
KPMG Audit Plc, Chartered Accountants
Marlborough House, Fitzalan Court, Fitzalan Road, Cardiff CF24 0TE
Corporate and Financial Public Relations
Buchanan Communications
45 Moorefields, London EC2Y 9AE
Bankers
HSBC Bank Plc
Bridgend Branch, 13 Dunraven Place, Bridgend CF31 1JQ
Fortis Bank
Aztec Centre, Aztec West, Almondsbury, Bristol BS32 4TD
Registrars 
Capita IRG
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Board of Directors
Terence Alexander Clements, B.Eng., C.Eng., M.I.Mech.E. 
Non-Executive Chairman
Ian Roy Johnson, B.Sc. (Hons), M.Sc., C.BIOL, M.I.BIOL 
Chief Executive
Peter William John Morgan, B.Sc. (Sp. Hons), M.Sc.(Tech.), A.C.A. 
Finance Director and Company Secretary
Atholl Denis Turrell, M.A., Ph.D., A.C.A.
Non-Executive Director
Peter Charles Waller, M.A.
Non-Executive Director
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Biotrace International Plc Annual Report and Accounts 2005
Directors’ Report
The Directors present their report and financial statements of the Company and Group for the year to 31 December 2005.
Directors
The Directors who served during the year were as follows:
Terence Clements, B.Eng., C Eng., M.I.Mech.E (Age 69) 
– Non-Executive Chairman
Terry Clements was appointed a Non-Executive Director of Biotrace International Plc in August 1995 and Chairman in April 1996.
He is Chairman of George Barlow Limited and Chairman of Centurion Safety Products Limited.
Ian Johnson, B.Sc. (Hons), M.Sc., C.Biol, M.I.Biol (Age 52) 
– Chief Executive
A founder of Biotrace Ltd, Ian was appointed Chief Executive in 1999. With over 20 years’ experience in commercialising ‘rapid test
technologies’, Ian is the author of many publications and patents in this field. Previously Ian has led research and development teams
in Welsh Water Plc and has had several senior commercial positions in Biotechnology companies.
Peter Morgan, B.Sc. (Sp. Hons), M.Sc. (Tech), A.C.A. (Age 51) 
– Finance Director and Company Secretary
Peter Morgan trained and qualified with Ernst & Young, Chartered Accountants in London. Prior to joining Biotrace International Plc
in May 1996 he held the position of Finance Director of Swansea Industrial Components Ltd and previously was Group Financial
Controller at AB Electronic Products Group PLC.
Atholl Turrell, M.A., Ph.D, A.C.A. (Age 51) 
– Non-Executive Director
Atholl Turrell was appointed to the Board on 4 November 2003. Atholl was head of Corporate Stockbroking at Schroder Salomon
Smith Barney until 2001. He previously held senior positions at Deutsche Bank, Merrill Lynch and Charterhouse. He is a Non-Executive
Director of Secure Trust Banking Group plc and is Vice Chairman of Arbuthnot Securities Limited.
Peter Waller, M.A. (Age 59) 
– Non-Executive Director
Peter Waller was appointed to the Board on 13 May 2004. Peter has held senior Executive positions with IBM, Hitachi and
Spring plc. in the UK and Europe. For the past five years he has held a portfolio of Non-Executive positions with private and
public UK technology companies.
Eurof Evans 
– retired 12 May 2005
Principal activities
The principal activities of the Group are the development, manufacture, marketing and sale of specialised products and services
for microbiology and life sciences to industrial, healthcare and defence markets.
Business review and future developments
A review of the developments and activity of the Group is contained in the Chairman’s Statement, Chief Executive’s Review
and Financial Review on pages 2 to 11.
Results and dividends
The Group’s results for the year to 31 December 2005 are set out in the Consolidated Income Statement on page 24.
The Directors are recommending the payment of a final dividend of 1.15p per ordinary share which, if approved by shareholders,
will be paid on 15 May 2006. This is in addition to the payment of an interim dividend of 0.40p per ordinary share which was paid
on 11 October 2005.
The total dividend payment for the year amounts to 1.55p (2004: 1.40p).
Authority to allot shares
At the Annual General Meeting (“AGM”) held in 2005, shareholders gave the Directors general and unconditional authority under
Section 80 of the Companies Act 1985 to allot shares in the Company up to an aggregate nominal amount of one third of the
issued ordinary share capital of the Company. The Directors will, at the forthcoming AGM, seek power until the next AGM to allot
shares up to the aggregate nominal amount of £1,308,419 which represents one third of the issued ordinary share capital of the
Company as at 31 March 2006.
Similarly the power was given to the Directors to allot shares for cash otherwise than in accordance with statutory pre-emption
rights. Circumstances could arise in which it is in the best interest of the Company to issue shares for cash otherwise than to existing
shareholders. The Directors will, at the forthcoming AGM, seek power until the next AGM to allot shares for cash otherwise than in
accordance with statutory pre-emption rights, either by way of rights issues up to one third of the issued ordinary share capital of
the Company, or otherwise up to an aggregate nominal amount of £196,263 which is approximately 5% of the issued ordinary
share capital of the Company as at 31 March 2006.
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Biotrace International Plc Annual Report and Accounts 2005
Directors’ Report continued
Authority to purchase shares
In certain circumstances it may be advantageous for the Company to purchase its own shares. Resolution 10, which will be proposed
as a special resolution, seeks to renew the authority from shareholders to do so, such authority to expire on the date of the 2007
AGM or 30 June 2007, whichever is earlier. The Directors intend to use this authority only if and when, in the light of market
conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and is in the
best interest of the shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of
the Company will be taken into account before deciding upon this course of action.
The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 came into force on 1 December 2003 and the
Companies (Acquisition of Own Shares) (Treasury Shares) No. 2 Regulations 2003 on 18 December 2003 (together, the “Regulations”).
The Regulations enable companies to retain any of their own shares they have purchased as treasury stock with a view to possible
re-issue at a future date, rather than cancelling them in accordance with current legislation. The Company would consider holding
any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury stock. This would give
the Company the ability to re-issue treasury shares quickly and cost effectively, and would provide the Company with additional
flexibility in the management of its capital base. The Company did not hold any ordinary shares as treasury stock as at 31 March 2006.
This resolution specifies the maximum number of shares which may be acquired (being 10% of the Company’s issued share capital
as at 31 March 2006 of 39,252,627) and the maximum and minimum prices at which they may be bought.
As at 31 March 2006 there were outstanding options and warrants to subscribe for an aggregate number of 1,281,291 ordinary
shares in the Company which would, if all exercised, represent 3.26% of the Company’s existing issued share capital and would
represent 3.63% of such issued share capital if the authority to purchase ordinary shares conferred by Resolution 10 were to be
exercised in full.
Research and development
The Group’s research and development activities in the year are set out in the Chief Executive’s Review.
Payment policy
At the year end the Group had an average of 72 days’ purchases outstanding (2004: 49) in trade payables. This has increased
following the acquisition of Biotrace MicroSafe srl.
The Group does not follow any formal industry code or standard on payment practice.
It is the Group’s policy to agree terms of each transaction with each of its major suppliers, ensuring suppliers are aware of the terms
of payment, and then to abide by the terms of payment.
The parent company has no trade creditors.
Treasury management
The Group’s treasury policies are designed to manage financial risks to the Group. Approximately half the Group sales are
denominated in US Dollars, approximately a fifth in each of Euros and Sterling, the remainder in other currencies including Australian
Dollars. To the extent that we currently transact in foreign currencies these are adequately catered for within our existing systems.
The Group’s foreign exchange exposure is continuously monitored and if appropriate, financial instruments would be utilised to
hedge the risk. In September 2003, the Group borrowed $7.0 million repayable over five years and a further $2.5 million in 2004,
to increase US Dollar denominated liabilities to offset partially the increase in US Dollar denominated assets acquired through
the acquisition of IBP. In addition the Group has utilised forward exchange contracts to sell forward US $1.5 million, as described
in note 31. The Group financed the acquisition of its interest in Biotrace MicroSafe srl in September 2005 by way of a Euro denominated
loan of €4.1 million repayable over five years to take advantage of low funding costs and to offset Euro denominated assets acquired.
The Group finances its operations mainly through retained profits and bank loans. Further information relating to the financial
management is provided in note 24.
Substantial shareholdings
Substantial holdings of the Company’s share capital that have been notified as at 31 March 2006 were as follows:
Liontrust 10.33%
Herald Investment Trust Plc 8.92%
I R Johnson (Chief Executive) 6.62%
Armor Capital Management LLC 5.34%
Aerion Fund Management Ltd 3.13%
Legal & General Group plc 3.02%
Political and charitable donations
During the year charitable donations by the Group amounting to £1,000 were made (2004: £400). No political donations were made
in either year.
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Biotrace International Plc Annual Report and Accounts 2005
Employees
The Company’s policy is to consult and discuss with employees, through communication and discussion, matters likely to affect
employees’ interests. This ensures employees are involved and aware of financial and economic factors.
The Company’s policy is to recruit disabled workers for those vacancies that they are able to fill. Arrangements are made, where
possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their
aptitudes and abilities.
Corporate governance
Biotrace is committed to maintaining high standards of corporate governance in line with the revised Combined Code (the “Code”)
issued by the Financial Reporting Council in July 2003 which sets out the principles of Good Governance and Code of Best Practice.
Review of corporate governance principles
The Board sets out its review of how the principles of corporate governance contained in the Code have been applied.
Board of Directors
The Group is controlled by the Board of Directors, who are responsible for determining that the Group is managed so as to maintain
the business and achieve consistent long-term financial growth. The Board’s responsibility is to set the Group strategy and communicate
it to Executive Management and monitor regularly the effectiveness of Executive Management’s policies and decisions, including
the implementation and execution of the overall strategy.
The Board has also reserved a schedule of matters that are specifically for its own approval. This includes overall Group strategy,
financing arrangements, material acquisitions and disposals, approval of the annual budget, major capital expenditure, risk
management and treasury policies and the operation of internal controls. At each meeting the Board is briefed on issues arising,
reviews the progress of the Group towards its objectives and monitors financial performance against budget.
The Board reviews on a regular basis its composition, the diversity of skill and experience and the characteristics required of both
Executive and Non-Executive members in the context of the business and its strategies. The Board currently comprises a Non-Executive
Chairman, two Non-Executive Directors and two Executive Directors: the Chief Executive and Finance Director. There is clear
delineation of responsibility between the Chairman and the Chief Executive and other Executives. Neither of the Executive Directors
hold any Non-Executive directorships.
The Board meets formally at least every two months, and is assisted by a Remuneration Committee, Nomination Committee
and an Audit Committee. Formal terms of reference for each of the committees are being developed. In addition ad-hoc meetings
are held as required to direct overall Group strategy and operations.
All Directors are subject to an election by shareholders at the first opportunity after their appointment, and to re-election
thereafter on a triennial basis. The Board has established a Nominations Committee comprising the Non-Executive Directors and
the Chief Executive and is chaired by Dr A D Turrell and meets as required. No appointments have been made to the Board since
the inception of the Nominations Committee. On appointment, new Directors are given a comprehensive introduction to the
Group’s business including meetings with senior Management and staff. There is an agreed procedure for Directors to take
independent professional advice at the Company’s expense. Directors’ and Officers’ Liability insurance cover has been arranged
in respect of legal action against the Directors.
The Board includes Non-Executive Directors of sufficient calibre and number to ensure that their views carry significant weight
in its decisions and therefore bring independent judgement to bear on all issues of strategy, performance, resources and standards
of conduct. The Non-Executive Directors are independent of management and free from any business or other relationship which
could materially interfere with the exercise of their independent judgement. The Directors are subject to continuous appraisal
in the performance of their duties.
Non-Executive Directors do not participate in the Company’s Share Option Scheme and their service is non-pensionable. The terms
and conditions are set out in their letter of appointment as detailed in the Remuneration Report.
The recognised senior Non-Executive other than the Chairman is Dr A D Turrell. He is available to listen to particular concerns
of both staff and shareholders should the Chairman or Executive Directors be inappropriate in the circumstances.
Mr P W J Morgan retires by rotation at the next AGM and will offer himself for re-election; his appointment is terminable on twelve
months’ notice.
All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board as a whole for ensuring
that Board procedures are properly followed and that applicable rules and regulations are complied with. Any question of appointing
or removing the Company Secretary is a matter for the Board as a whole.
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Biotrace International Plc Annual Report and Accounts 2005
Directors’ Report continued
Corporate governance continued
Directors’ remuneration
Full details of the Remuneration Committee and Directors’ remuneration and benefits are given in the Directors’ Remuneration
Report on pages 18 to 21.
Relations with shareholders
The Board encourages participation at the AGM at which a detailed review of the business and the objectives of the Group are
given to the shareholders. The Chairman, Chief Executive, and the Chairmen of the Audit and Remuneration Committees and other
Non-Executive Directors attend the AGM to answer shareholders’ questions. Should one of those individuals be unavailable for any
reason, an appropriate alternate Director will take over.
The Company proposes separate resolutions at the AGM for each substantially separate issue. There is always a separate resolution
relating to the Annual Report and Accounts. The Company will count all proxy votes at general meetings and, except where a poll
is called, will indicate the level of proxies lodged on each resolution, and the balance for and against the resolution, after it has been
dealt with on a show of hands.
The Chairman and Executive Directors meet major shareholders at least twice a year. Feedback from these meetings is circulated
to other Board members.
Financial results are reported to shareholders every six months.
Audit Committee
The Audit Committee comprises three Non-Executive Directors – Dr A D Turrell, Mr T A Clements and Mr P C Waller. Dr A D Turrell,
who is a Chartered Accountant, was Chairman of the Audit Committee throughout 2005. It met three times during the year
and is responsible for:
 monitoring the integrity of the Group’s financial statements and other significant announcements;
 reviewing the Company and Group accounting policies; and
 reviewing and monitoring the external Auditors’ performance and review of non audit work to ensure the Auditors’ independence
is not compromised.
The Board believes it has an objective and professional relationship with its Auditors.
Going concern
After making enquiries, the Board has a reasonable expectation that the Company and the Group have adequate resources to continue
in operational existence for the foreseeable future.
For this reason they continue to adopt the going concern basis in preparing the accounts.
Internal control
The Combined Code introduced a requirement that the Directors review the effectiveness of the Group’s system of internal controls.
This covers all controls including financial, operational, compliance and risk management.
Guidance for Directors on Internal Control: Guidance for Directors on the Combined Code (the Turnbull guidance) was published
in September 1999.
The Board has overall responsibility for the Group’s system of internal control. However, such a system is designed to manage rather
than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against
material misstatement or loss.
The Board has instigated an ongoing risk review in accordance with agreed procedures. The review covers, among other matters,
general strategy, IT controls, quality systems, health and safety, investment policy and personnel issues. Financial control is based
upon a Group budget approved by the Board. The budget includes phased monthly profit and loss accounts, balance sheets and
cash flow forecasts. Actual results are reported monthly and exception reports on variances to budget are reviewed by the Group’s
executive. Forecasts are revised during the year and performance against the updated estimates is monitored. There is a formal
schedule of authorisation procedures with set limits in respect of all expenditure including capital expenditure.
All significant acquisitions and disposals of businesses require the approval of the full Board.
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Biotrace International Plc Annual Report and Accounts 2005
Corporate governance continued
Internal control continued
These procedures are intended to ensure that Directors maintain full and effective control over all significant strategic, financial,
organisational and compliance issues. The Group operates a system of controls which has been developed to meet its current
and future needs.
These include:
 the definition of the organisational structure and appropriate delegation of authorities to operational management;
 procedures for the review and authorisation of capital investments;
 strategic planning and the related annual and quarterly re-forecasting process;
 the monthly reporting and review of financial results and other key performance indicators;
 setting accounting and financial reporting policies to ensure the consistency, integrity and accuracy of the Group’s
accounting records;
 review of the risk exposure and of the systems of internal control in place to mitigate those risks with reports
to the Audit Committee;
 the active monitoring of the control environment by the Board and promotion of a culture of quality and integrity; and
 control procedures that are appropriate to the size and nature of the Group’s operations and compliance is monitored
by the Board.
The size of the Group means that at the moment it is impractical to employ an internal audit function. The Group reviews its internal
controls and performance in subsidiaries through meetings and visits by Group management and finance staff to ensure compliance
with Group policies and review performance. The Board will review the need for a separate function as the Group grows in size.
Compliance statement
The Board has reviewed the effectiveness of the system of internal control during the year and for the period to the date of approval
of the financial statements.
In the opinion of the Directors, the Company fully complied throughout the year ended 31 December 2005 with the provisions
of the 2003 FRC Code except in relation to one of the Non-Executive Directors not being appointed for a fixed term and formal
terms of reference not being available.
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the Group and parent company financial statements,
in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that
law the Directors are required to prepare the Group financial statements in accordance with IFRS as adopted by the EU and have
elected to prepare the parent company financial statements in accordance with UK Accounting Standards.
The Group financial statements are required by law and IFRS, as adopted by the EU, to present fairly the financial position and
performance of the Group. The Companies Act 1985 provides, in relation to such financial statements, that references in the
relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
The parent company financial statements are required by law to give a true and fair view of the state of affairs of the parent company.
In preparing each of the Group and parent company 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;
 for the Group financial statements, state whether they have been prepared in accordance with IFRS as adopted by the EU;
 for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the parent company financial statements; and
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent
company will continue in business.
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Biotrace International Plc Annual Report and Accounts 2005
Directors’ Report continued
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements continued
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial
position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 1985. They
have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ Report, Directors’ Remuneration
Report and Corporate Governance Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions. 
Auditors
In accordance with section 384 of the Companies Act 1985 a resolution for the re-appointment of KPMG Audit Plc as Auditors
is to be proposed at the forthcoming AGM.
Directors’ remuneration report
This report has been prepared in accordance with schedule 7A of the companies Act 1985 inserted by the Directors’ Remuneration
Report Regulations 2002.
Remuneration Committee
The Remuneration Committee (the “Committee”) meets as required to set the remuneration and other terms and conditions
of employment of Executive Directors and the Company’s policy on remuneration of the senior executives within terms
of reference agreed by the Board.
The Committee consists of Non-Executive Directors Mr T A Clements, Dr A D Turrell and Mr P C Waller.
Mr T A Clements was Chairman of the Committee throughout 2005.
The Committee purchases surveys of executive pay and conditions but does not retain or use the services of a remuneration
consulting firm.
The Committee on behalf of the Board recognises that it is in the best interests of shareholders and customers that our employment
conditions and pay and benefits policy should promote best practice.
Remuneration policy
The objectives of our remuneration policy for the forthcoming year are:
 to ensure that the pay and benefits packages available to our executives are sufficiently competitive to attract and retain those
of the highest quality; and
 to align, as far as practicable, individual reward and incentives for senior executives with the performance of the Group and hence
with the interests of our shareholders.
The typical elements of an executive’s pay and benefits package include:
 basic salary;
 benefits (including car and private medical insurance);
 annual bonus;
 long-term share option plan; and
 pension contributions.
The remuneration of Non-Executive Directors is considered by the Board as a whole. They receive no other material pay or benefits
(with the exception of reimbursement of expenses incurred in connection with their Directorship of the Company) and do not
participate in the Company’s share schemes or bonus schemes and are not eligible for pension contributions.
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Biotrace International Plc Annual Report and Accounts 2005
Directors’ remuneration report continued
Basic salary and benefits
To determine the specific levels of remuneration and benefits for each individual we draw on a wide range of data. This includes
surveys of executive pay and conditions. These are considered in the light of the Group’s performance when measured against
similar companies and geographical factors. The principal benefits for Executive Directors are the provision of cars (or car allowance)
and health insurance.
Annual cash bonus
The Executive Directors I R Johnson and P W J Morgan can earn bonuses up to a maximum of 50% and 35% respectively of base
salary. The bonus scheme has three elements based on:
 financial performance – determined by achievement of Group sales and profit objectives:
1% of base salary for each 1% of sales and profit above 90% of the budgeted sales for the year.
The maximum bonus payable for financial performance is restricted to 40% of base salary for I R Johnson and 30% for P W J Morgan.
 share price performance – an award of 10% of basic salary for I R Johnson and 5% for P W J Morgan if the share price following
the preliminary announcement at the year end meets expectations defined by the Board at the beginning of the year.
 a discretionary award – determined by the Remuneration Committee to reward performance against other agreed targets
or unforeseen challenges.
These annual bonuses do not form part of the pensionable earnings.
Share incentives
The Committee has reviewed the various methods of providing long-term incentives to its senior executives. We remain satisfied
that, for the present, given the size and nature of Biotrace International Plc, share options remain the incentive which is best aligned
to shareholder interests. All future grants will have performance targets attached to the exercise of the options as set out in note (ii)
on page 21.
We also hold the view that share option incentives are motivational to all our senior staff.
Pensions
The Company does not operate a pension scheme but makes a contribution of 10% of basic salary to Executive Directors’
appropriate personal pension schemes.
Directors’ contracts
Set out below is information regarding the dates of service contracts and notice periods for the Executive Directors
and the Non-Executive Directors.
Date of Date of Notice period or 
Executive Directors service contract appointment compensation for loss of office
I R Johnson 15.09.2000 01.08.1999 12 months or payment in lieu of notice
P W J Morgan 25.04.1996 03.06.1996 12 months or payment in lieu of notice
Date of Date of 
initial current Period of Notice
Non-Executive Directors appointment appointment appointment period
T A Clements 01.08.95 12.05.04 3 years 3 months
A D Turrell 04.11.03 04.11.03 3 years 3 months
P C Waller 13.05.04 13.05.04 3 years 3 months
The terms and conditions of the Non-Executive Directors are set out in their letter of appointment.
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Biotrace International Plc Annual Report and Accounts 2005
Directors’ Report continued
Directors’ remuneration report continued
Performance graph
The graph below illustrates the performance of Biotrace International Plc and the FTSE Small Cap index over five years from
1 January 2001. Performance is measured by the cumulative movements in Total Shareholder Return (share price growth plus
dividends paid) over the period.
The graph shows the value of £100 invested in Biotrace International Plc on 31 December 2000 compared with the value of
£100 invested in FTSE Small Cap index over the same period.
The total return measured by the FTSE Small Cap index is selected as the most representative comparison of investors’ returns.
Audited information
Directors’ emoluments
The emoluments of the Directors’ for qualifying services for 2005 were as follows:
Base Benefits Total Total
salary/fees Bonus note (i) 2005 2004
Name of Director £’000 £’000 £’000 £’000 £’000
Executive
I R Johnson 170 25 15 210 235
P W J Morgan 129 19 12 160 167
Non-Executive
T A Clements 51 — — 51 46
D E Evans 14 — — 14 17
A D Turrell 26 — — 26 25
P C Waller 21 — — 21 13
Aggregate emoluments 411 44 27 482 503
(i) Benefits for the Executive Directors comprise the provision of a company car (or cash alternative where relevant) and private
health insurance.
Directors’ pension contributions
Pension contributions were made to individual defined contribution schemes for the two Executive Directors as follows:
2005 2004
£’000 £’000
I R Johnson 17 17
P W J Morgan 13 13
Total 30 30
The rate of pension contributions comprises 10% (2004: 10%) of base salary.







  
      


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Biotrace International Plc Annual Report and Accounts 2005
Directors’ remuneration report continued
Audited information continued
Share option schemes
Details of the share options held by Directors at 1 January 2005 and 31 December 2005 are set out below.
1 January 31 December Exercise
Exercisable
Director 2005 2005 price From To
I R Johnson
1993 Original Scheme (i) 140,000 140,000 64.5p 06.11.2004 05.11.2009
1997 Approved Scheme (ii) 28,846 28,846 104p 10.04.2006 07.04.2013
1997 Non-approved Scheme (ii) 124,711 124,711 104p 10.04.2006 09.04.2010
1997 Non-approved Scheme (ii) — 100,000 94.7p 21.04.2008 20.04.2012
P W J Morgan
1993 Original Scheme (i) 35,000 35,000 64.5p 06.11.2004 05.11.2009
1997 Approved Scheme (ii) 50,000 50,000 48.5p 11.10.2002 10.10.2009
1997 Non-approved Scheme (ii) 15,000 15,000 104p 10.04.2006 09.04.2010
1997 Non-approved Scheme (ii) — 100,000 94.7p 21.04.2008 20.04.2012
Notes
(i) Options granted under the 1993 Original Scheme can only be exercised if the growth in earnings per share exceeds RPI by 3.0%
per annum.
(ii) Options under the 1997 Approved Scheme and Non-approved Scheme can only be exercised if the proportional increase in share
price for any three consecutive years since the date of the grant exceeds by 2% p.a the rise in the FTSE Small Cap index.
The mid market price of ordinary shares at 31 December 2005 was 75p. The highest mid market price during the year was 99.5p
and the lowest mid market price was 73p.
Directors’ shareholdings
The beneficial interests of the Directors in the share capital of the Company at 31 December 2005 and at 31 December 2004 are set
out below:
10p ordinary 10p ordinary
shares shares
2005 2004
Number Number
I R Johnson 2,599,082 2,594,082
P W J Morgan 178,000 173,000
T A Clements 35,833 35,833
D E Evans (resigned 12 May 2005) — 55,000
A D Turrell 10,000 —
P C Waller — —
The Directors’ Report, including the Remuneration Report, has been approved by order of the Board.
P W J Morgan
Secretary
The Science Park, Bridgend CF31 3NA
31 March 2006
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Biotrace International Plc Annual Report and Accounts 2005
Independent Auditors’ Report
to the members of Biotrace International Plc
We have audited the Group and parent company financial statements (the ‘’financial statements’’) of Biotrace International Plc
for the year ended 31 December 2005 which comprise the Group Income Statement, the Group and Parent Company Balance
Sheets, the Group Cash Flow Statement, the Group Statement of Changes in Shareholders’ Equity and the related notes. These
financial statements have been prepared under the accounting policies set out therein. We have also audited the information in
the Directors’ Remuneration Report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state
to them in an Auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance with applicable
law and International Financial Reporting Standards (“IFRS”) as adopted by the EU, and for preparing the parent company financial
statements and the Directors’ Remuneration Report in accordance with applicable law and UK Accounting Standards (UK Generally
Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities on page 17.
Our responsibility is to audit the financial statements and the part of the Directors’ Remuneration Report to be audited in accordance
with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements
and the part of the Directors’ Remuneration Report to be audited have been properly prepared in accordance with the Companies
Act 1985 and whether, in addition, the Group financial statements have been properly prepared in accordance with Article 4
of the IAS Regulation. We also report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements,
if the Company has not kept proper accounting records, if we have not received all the information and explanations we require
for our audit, or if information specified by law regarding Directors’ remuneration and other transactions is not disclosed.
We review whether the Corporate Governance Statement reflects the Company’s compliance with the nine provisions of the 2003
FRC Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not.
We are not required to consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion
on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements.
We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with
the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements
and the part of the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant estimates
and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies
are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order
to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the Directors’
Remuneration Report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements
and the part of the Directors’ Remuneration Report to be audited.
_01_BIO_arb05.qxd  10/04/2006  13:53  Page 22 23
Biotrace International Plc Annual Report and Accounts 2005
Opinion
In our opinion:
 the Group financial statements give a true and fair view, in accordance with IFRS as adopted by the EU, of the state of the Group’s
affairs as at 31 December 2005 and of its profit for the year then ended;
 the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4
of the IAS Regulation;
 the parent company financial statements give a true and fair view, in accordance with UK Generally Accepted Accounting Practice,
of the state of the parent company’s affairs as at 31 December 2005; and
 the parent company financial statements and the part of the Directors’ Remuneration Report to be audited have been properly
prepared in accordance with the Companies Act 1985.
KPMG Audit Plc
Chartered Accountants
and Registered Auditor
Marlborough House
Fitzalan Court
Fitzalan Road
Cardiff CF24 0TE
31 March 2006
_01_BIO_arb05.qxd  10/04/2006  13:53  Page 23 24
Biotrace International Plc Annual Report and Accounts 2005
Consolidated Income Statement
for the year ended 31 December 2005
2005 2005 2004 2004
Note £’000 £’000 £’000 £’000
Revenue 2 29,336 26,639
Cost of sales (14,655) (13,108)
Gross profit 14,681 13,531
Selling, marketing and administrative costs before restructuring (10,327) (9,664)
Restructuring costs 3 (337) (157)
Total selling, marketing and administrative costs (10,664) (9,821)
Research and development costs (1,215) (1,155)
(11,879) (10,976)
Operating profit 3 2,802 2,555
Financial income – interest receivable 4 38 83
Financial expenses – interest payable 4 (298) (164)
Net financing costs (260) (81)
Share of profit and loss in joint venture and associate 64 76
Profit before restructuring costs 2,943 2,707
Restructuring costs 3 (337) (157)
Profit before income tax 2,606 2,550
UK tax (240) (375)
Overseas tax (663) (490)
Income tax expense 6 (903) (865)
Profit for the year 1,703 1,685
Attributable to:
Equity holders of the parent company 1,711 1,694
Minority interests (8) (9)
1,703 1,685
Earnings per ordinary share 22
– basic 4.39p 4.38p
– diluted 4.37p 4.35p
Dividend per share 20 1.55p 1.40p
Note
All results are reported under Adopted International Financial Reporting Standards (“Adopted IFRS”). 2004 results, as permitted by
IFRS1, are not restated in respect of IAS 32/39, financial instruments. The basis of preparation of the financial statements is set out
in note 1.
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Biotrace International Plc Annual Report and Accounts 2005
Consolidated Statement of Changes in Equity
for the year ended 31 December 2005
Attributable to equity holders of the parent company
Share Other reserves Retained Minority Total 
capital (see below) earnings Total interest equity
December 2005 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2005 3,887 10,622 2,766 17,275 483 17,758
Opening balance IAS 39 adjustment (note 26) — 20 — 20 — 20
Revised balance at 1 January 2005 3,887 10,642 2,766 17,295 483 17,778
Recycled to the income statement — (20) — (20) — (20)
Fair value losses on hedging — (23) — (23) — (23)
Currency translation — 565 — 565 (5) 560
Net income recognised directly in equity — 522 — 522 (5) 517
Profit for the year — — 1,711 1,711 (8) 1,703
Total income and expense for the year — 522 1,711 2,233 (13) 2,220
Dividends paid (note 20) — — (619) (619) — (619)
Minority interest purchased ———— (265) (265)
Equity settled transactions — — 74 74 — 74
Shares issued (note 17) 38 300 — 338 — 338
Balance at 31 December 2005 3,925 11,464 3,932 19,321 205 19,526
Share Revaluation Merger Translation Hedging Total other 
premium reserve reserve reserve reserve reserves
Other reserves – December 2005 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2005 9,921 29 390 282 — 10,622
Opening balance IAS 39 adjustment (note 26) ———— 20 20
Revised balance at 1 January 2005 9,921 29 390 282 20 10,642
Recycled to the income statement ———— (20) (20)
Fair value losses on hedging ———— (23) (23)
Currency translation — — — 565 — 565
Net income recognised directly in equity — — — 565 (43) 522
Shares issued (note 17) 300 ———— 300
Balance at 31 December 2005 10,221 29 390 847 (23) 11,464
Attributable to equity holders of the parent company
Share Other reserves Retained Minority Total 
capital (see below) earnings Total interest equity
December 2004 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2004 3,829 10,126 1,574 15,529 492 16,021
Currency translation — 282 — 282 — 282
Net income recognised directly in equity — 282 — 282 — 282
Profit for the year — — 1,694 1,694 (9) 1,685
Total income and expense for the year — 282 1,694 1,976 (9) 1,967
Dividends paid (note 20) — — (543) (543) — (543)
Equity settled transactions — — 41 41 — 41
Shares issued (note 17) 58 214 — 272 — 272
Balance at 31 December 2004 3,887 10,622 2,766 17,275 483 17,758
Share Revaluation Merger Translation Hedging Total other
premium reserve reserve reserve reserve reserves
Other reserves – December 2004 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2004 9,707 29 390 — — 10,126
Currency translation — — — 282 — 282
Net income recognised directly in equity — — — 282 — 282
Shares issued (note 17) 214 ———— 214
Balance at 31 December 2004 9,921 29 390 282 — 10,622
Note
All results are reported under Adopted International Financial Reporting Standards (“Adopted IFRS”). 2004 results, as permitted by IFRS1,
are not restated in respect of IAS 32/39, financial instruments. The basis of preparation of the financial statements is set out in note 1.
_01_BIO_arb05.qxd  10/04/2006  13:53  Page 25 26
Biotrace International Plc Annual Report and Accounts 2005
Consolidated Balance Sheet
at 31 December 2005
2005 2004
Note £’000 £’000
Assets
Intangible assets 7 17,971 14,050
Property, plant and equipment 8 2,561 2,737
Investments in joint venture and associate 380 154
Deferred tax asset 11 171 460
Other receivables 100 100
Total non-current assets 21,183 17,501
Inventories 12 5,380 3,905
Trade and other receivables 13 7,627 5,047
Cash and cash equivalents 466 758
Total current assets 13,473 9,710
Total assets 34,656 27,211
Equity
Issued share capital 17 3,925 3,887
Share premium 10,221 9,921
Other reserves 1,243 701
Retained earnings 3,932 2,766
Total equity attributable to shareholders of the parent 19,321 17,275
Minority interest share in net assets 205 483
Total equity 19,526 17,758
Liabilities
Interest bearing loans and borrowings 14 4,289 2,917
Deferred tax liabilities 11 356 579
Other payables – deferred consideration 1,200 —
Provisions 16 120 212
Total non-current liabilities 5,965 3,708
Trade and other payables 15 5,181 3,687
Interest bearing loans and borrowings 14 2,534 1,167
Current tax liabilities 247 183
Derivative financial instruments 23 —
Provisions 16 1,180 708
Total current liabilities 9,165 5,745
Total liabilities 15,130 9,453
Total equity and liabilities 34,656 27,211
These financial statements were approved by the Board of Directors on 31 March 2006 and were signed on its behalf by:
I R Johnson P W J Morgan
Chief Executive Finance Director
Note
All results are reported under Adopted International Financial Reporting Standards (“Adopted IFRS”). 2004 results, as permitted by
IFRS1, are not restated in respect of IAS 32/39, financial instruments. The basis of preparation of the financial statements is set out
in note 1.
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Biotrace International Plc Annual Report and Accounts 2005
Consolidated Cash Flow Statement
for the year ended 31 December 2005
2005 2004
Note £’000 £’000
Operating activities
Profit for the year 1,703 1,685
Adjustment for:
Depreciation 1,047 889
Amortisation 531 221
Equity settled transactions 74 41
Foreign exchange losses (93) (138)
Financial income (38) (83)
Financial expenses 298 164
Share in joint venture and associate results (64) (19)
Gain on sale of property, plant and equipment 16 77
Income tax expense 903 865
Operating profit before changes in working capital and provisions 4,377 3,702
(Increase)/decrease in accounts receivable (308) 325
Increase in inventories (885) (249)
Increase/(decrease) in accounts payable and provisions 741 (259)
Cash generated from operations 3,925 3,519
Interest paid (298) (152)
Income tax paid (1,175) (866)
Net cash from operating activities 2,452 2,501
Investing activities
Acquisition of subsidiaries, net of cash acquired 10 (3,147) (5,468)
Acquisition of minority interest share in subsidiary 10 (474) —
Payments to acquire property, plant and equipment 8 (708) (726)
Receipts from sales of property, plant and equipment 8 53 57
Payments to acquire intangible assets 7 (156) (4)
Interest received 38 83
Net cash used in investing activities (4,394) (6,058)
Financing activities
Proceeds from issue of ordinary shares — 272
Proceeds from borrowings 2,793 1,151
Repayments of borrowings (1,341) (789)
Payment of finance lease liabilities (18) (18)
Dividend paid to equity shareholders 20 (625) (539)
Net cash used in financing activities 809 77
Net cash outflow (1,133) (3,480)
Net cash outflow (1,133) (3,480)
Cash and cash equivalents at start of year 758 4,221
Effect of exchange rate fluctuation on cash held — 17
Cash and cash equivalents at end of year (375) 758
Cash and cash equivalent consists of:
Cash and cash equivalents 466 758
Overdrafts (841) —
(375) 758
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements
for the year ended 31 December 2005
1 Accounting policies
a) Basis of preparation
Biotrace International Plc (the ”Company”) is domiciled in England and Wales.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”)
and equity account the Group’s interest in associates and jointly controlled entities. The parent company financial statements
present information about the Company as a separate entity and not about its Group.
The Group financial statements have been prepared and approved by the Directors in accordance with International Financial
Reporting Standards as adopted by the EU (“Adopted IFRS”). The Company has elected to prepare its parent company financial
statements in accordance with UK GAAP; these are presented on pages 57 to 61.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
Group financial statements and in preparing an opening IFRS balance sheet at 1 January 2004 for the purposes of the transition
to Adopted IFRS. The principal exception is that, as more fully explained below, financial instruments accounting is determined
on different bases in the current year and comparative year due to the transitional provisions of IAS 32 and IAS 39.
Transition to adopted IFRS
The Group is preparing its financial statements in accordance with Adopted IFRS for the first time and consequently has applied
IFRS 1. An explanation of how the transition to Adopted IFRS has affected the reported financial position, financial performance
and cash flows of the Group is provided in note 26.
In addition to exempting companies from the requirement to restate comparatives for IAS 32 and IAS 39, IFRS 1 grants certain
exemptions from the full requirements of IFRS in the transition period. The following exemptions have been taken in these
financial statements:
 business combinations – business combinations that took place prior to 1 January 2004 have not been restated; 
 cumulative translation differences – cumulative translation differences for all foreign operations have been set to zero
on the first day of the comparative period; and
 equity settled transactions – options granted prior to 7 November 2002 have not been restated.
b) Significant accounting policies
These accounting policies have been applied consistently throughout the Group for the purposes of these consolidated financial
statements. The most significant judgements and estimates relate to accounting for acquisitions and impairment and amortisation
of intangible assets. The accounting policies in these areas are shown below. The accounting policies of the Company are set out
in note 27.
c) Accounting convention
The financial statements have been prepared on a historical cost basis except that the following assets and liabilities are stated
at fair value:
 derivative financial instruments.
d) Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings made up
to 31 December each year.
The results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated income statement from
the date of acquisition or up to the date of disposal.
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern
the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting
rights that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included
in the consolidated financial statements from the date that control commences until the date that control ceases. Intragroup
balances and any unrealised gains and losses on income or expenses arising from intragroup transactions, are eliminated
in preparing the consolidated financial statements.
The Group acquired a 62% interest in Biotrace MicroSafe srl during the year. This has been accounted for as a 100% owned subsidiary
as the Group has an option to buy and the vendor has an option to sell the remaining interest in three years time (see note 10).
The accrued contingent consideration in relation to this is based on current best estimates of the profitability of the Company over
the three year period.
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies.
Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement.
The Group’s investment in joint ventures and associates is accounted for using the equity method. Mansford Biotrace Ltd has
a financial year of 31 March and therefore the amount included in the consolidated accounts is derived from management accounts.
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Biotrace International Plc Annual Report and Accounts 2005
1 Accounting policies continued
e) Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the balance sheet date are translated to Sterling at the foreign exchange rate
ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary
assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate
at the date of the transaction.
f) Financial statements of foreign operations.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated
to Sterling at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are
translated to Sterling at the rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign
exchange differences arising on retranslation are recognised directly in a separate component of equity. Cumulative translation
differences for all foreign operations have been set to zero on the first day of the comparative period.
g) Accounting for derivative financial instruments
The Group uses forward contracts to reduce its exposure to foreign exchange risks; it does not use these instruments for trading
purposes. Derivative financial instruments are recognised at fair value, with recognition of any gain or loss dependent on the nature
of the item being hedged. Where derivatives do not qualify for hedge accounting, the gain or loss on remeasurement is recognised
immediately in the income statement.
h) Cash flow hedges
When a derivative financial instrument is designated a hedge of the variability in cash flows of a particular risk associated with a
recognised asset or liability, or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial
instrument is recognised directly in equity. The ineffective portion is recognised in the Consolidated Income Statement. When the
forecasted transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated cumulative
gain or loss is removed from equity and included in the initial cost or other carrying amount of the non-financial asset or liability. If a
hedge of a forecasted transaction subsequently results in the recognition of a financial asset or a financial liability, then the associated
gains and losses that were recognised directly in the equity are reclassified into the income statement in the same period or periods
during which the asset acquired or liability assumed affects profit or loss.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship
but the hedged forecast transaction still is expected to occur, the cumulative gain or loss at that point remains in equity
and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected
to take place, then the cumulative unrealised gain or loss recognised in equity is recognised immediately in the income statement.
As permitted IAS 32 and 39 have only been applied from 1 January 2005 with 2004 comparatives in this respect continuing
to be accounted for under UK GAAP. 2004 comparative disclosures under IAS 32 and 39 have been given voluntarily.
Effect of first time adoption of IAS 32 and IAS 39 on 1 January 2005
The Group has taken advantage of the transitional arrangements of IFRS 1 not to restate corresponding amounts in accordance
with IAS 32 and IAS 39. Instead the following policies were applied in respect of financial instruments issued by the Group,
investments in debt and equity securities, derivative financial instruments and hedging.
In the comparative period, other than the following exceptions, all financial assets and financial liabilities were carried at cost (amortised
as appropriate) less, in the case of financial assets, provision for any permanent diminution in value. Gains and losses on forward foreign
exchange contracts treated as hedging instruments were not recognised in the Consolidated Income Statement. On recognition of
the hedged transaction the unrecognised gains and losses arising on the instrument were recognised, either in the Consolidated Income
Statement or combined into the carrying value of the associated asset or liability. 
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
1 Accounting policies continued
h) Cash flow hedges continued
Effect of first time adoption of IAS 32 and IAS 39 on 1 January 2005 continued
The following adjustments, necessary to implement the revised policy, have been made as at 1 January 2005 with the net adjustment
to net assets, after tax, taken through the Statement of Changes in Equity. Corresponding amounts for 2004 are presented and
disclosed in accordance with the requirements of the Companies Act 1985, SSAP 20 and FRS 4 (as applicable in 2004). 
The nature of the main effects upon the Consolidated Balance Sheet at 1 January 2005 and upon the 2005 Consolidated Income
Statement, Statement of Changes in Equity and Cash Flow Statement are as follows:
 in 2005 hedging instruments and hedged items are accounted for separately in the balance sheet. Gains and losses in both
are included in profit for the year when the hedged transaction occurs having first recorded those on the hedging instrument
in equity (cash flow hedges, to the extent effective); and 
 in 2004 hedging instruments were not recognised and hedged items were held at cost (amortised as appropriate) without
any adjustment in respect of the hedged risk. On 1 January 2005 the hedged items and hedging instruments are brought
separately onto the balance sheet in accordance with the 2005 policy. The Cash Flow Statement is unaffected by this change
in accounting policy.
The 2004 disclosures follow FRS 4 as applicable in 2004. This includes the analysis of 2004 shareholders’ funds and minority interest
into equity and non-equity components. FRS 4 used “equity” as a sub-set of shareholders’ funds, whereas IAS 32 applies the term
“equity” to issued financial instruments other than those, or those components, classified as liabilities.
The main effects on the primary statements in the comparative year, had IAS 32 and IAS 39 been adopted, would have been similar
to those stated above.
i) Intangible assets
(i) Goodwill
All business combinations are accounted for by using the purchase method. Goodwill has been recognised in acquisitions
of subsidiaries, associates and joint ventures. In respect of business acquisitions that have occurred since 1 January 2004,
goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.
The classification and accounting treatment of business combinations that occurred prior to 1 January 2004 has not been reconsidered
in preparing the Group’s opening IFRS balance sheet at 1 January 2004.
Goodwill relating to acquisitions prior to the adoption of FRS 10 ‘Goodwill and intangible assets’ has been written off against
reserves on acquisition.
Goodwill is stated at cost or deemed cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units
(CGUs) and is no longer amortised but is tested annually for impairment. Negative goodwill arising on an acquisition is recognised
directly in profit or loss. In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment
in the associate. 
Impairment of goodwill
The annual impairment review involves comparing the carrying amount to the estimated recoverable amount (by allocating the goodwill
to CGUs) according to geographical segment and recognising an impairment loss if the recoverable amount is lower. Impairment
losses are recognised through the income statement.
(ii) Research and development
Expenditure on research activities is recognised as an expense when incurred.
Expenditure on development activities, as a result of the continuous nature of the Group’s product developments and technical
uncertainties relating thereto, generally does not qualify for capitalisation and is recognised in the income statement as incurred.
In those circumstances where research findings are applied to a plan or design for the production of new or substantially improved
products and processes, expenditure is capitalised if the product or process is technically and commercially feasible and the Group
has sufficient resources to complete the development. The expenditure capitalised includes the costs of materials, direct labour and an
appropriate proportion of overheads. Any capitalised development expenditure is stated at cost less accumulated amortisation and
impairment losses.
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Biotrace International Plc Annual Report and Accounts 2005
1 Accounting policies continued
i) Intangible assets continued
(iii) Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost (or fair value when acquired as part of a business
combination) less accumulated amortisation and impairment losses.
Expenditure on internally generated intangibles is written off as incurred unless it meets criteria for recognition under IFRS.
Amortisation of intangible assets
Intangible assets are amortised on a straight-line basis from the date they are available for use, the estimated useful lives
are as follows:
Patents 18 years
Trademarks and know how 20 years
Licences 8–15 years
Customer lists and relationships 10 years
Distribution network 10 years
Product development 3–20 years
Other intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
j) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost of self constructed
assets includes materials, direct labour and an appropriate proportion of overheads.
Depreciation is charged to profit or loss on a straight-line basis over the expected useful economic lives of each part of an item
of property plant and equipment.
The principal annual rates used for this purpose are:
Plant and machinery 15%
Tooling and rental instruments 33.3%
Motor vehicles 25%
Furniture, fixtures and fittings 15%–25%
Freehold buildings 2%–10%
The residual value of assets is reassessed annually. Land is not depreciated.
Impairment of property, plant and equipment
The carrying value of property, plant and equipment is reviewed at each balance sheet date for indications of impairment. If any
such indication exists, the assets’ recoverable amount is calculated and an impairment loss is recognised where the recoverable
amount is less than the carrying value of the asset.
k) Inventories
Inventories are stated at the lower of cost and net realisable value less impairment losses. Cost includes expenditure incurred
in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories
and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. Net realisable value
is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses.
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
1 Accounting policies continued
l) Revenue recognition
(i) Goods – revenue is recognised in the income statement when the significant risks and rewards of ownership are transferred
to the customer.
(ii) Warranty or service contract income – revenue is recognised on a straight-line basis over the duration of the contract.
(iii) Government grants:
Grants are initially treated as deferred income in the balance sheet then:
– government grants that compensate the Group for expenses incurred, are recognised in the income statement to match
the expenses incurred.
– government grants that compensate the Group for the cost of an asset are recognised as revenue on a systematic basis
in the income statement over the useful life of the asset.
m) Expenses
(i) Operating lease payments are recognised in the income statement on a straight-line basis over the life of the lease taking into
account incentives or fluctuating payments.
(ii) Minimum finance lease payments are apportioned between the finance charge and the reduction of the outstanding liability.
The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest
on the remaining balance of the liability.
n) Dividends
Dividends are recognised as a liability in the period in which they are declared and appropriately authorised.
o) Income tax
Income tax on the profit or loss for the periods presented comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method and using tax rates enacted, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which
the asset can be utilised. 
p) Employee benefits
(i) Pension costs
The Group does not operate its own pension scheme, but instead contributes to the personal pension schemes of its employees.
Charges are made to the income statement in the year in which such cost is incurred.
(ii) Equity settled transactions
The share option programme allows Group employees to acquire shares of the Company. The fair value of options granted
is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread
on a straight-line basis over the period during which the employees become unconditionally entitled to the options. The fair value
of the options granted is measured using a Black Scholes model, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest
except where forfeiture is only due to share prices not achieving the threshold for vesting. Where bonuses are paid to Group senior
management based on share price targets, the estimated bonus is recognised as an expense in the year in which targets are met.
Options granted prior to 7 November 2002 have not been fair valued and accounted for under IFRS 2. Share options are issued
at or above prevailing market prices and consideration accounted for when the options are exercised.
_01_BIO_arb05.qxd  10/04/2006  13:53  Page 32 33
Biotrace International Plc Annual Report and Accounts 2005
1 Accounting policies continued
q) Trade and other receivables
Trade and other receivables are stated at their nominal amount (discounted if material) less impairment losses.
r) Impairment
The carrying amounts of the Group’s assets other than inventories and deferred tax assets, are reviewed at each balance sheet date
to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated.
s) Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised
in the income statement over the period of the borrowings on an effective interest basis.
t) Provisions
A provision is recognised in the balance sheet when the Group has a present 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. If the effect is material,
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments
of the time value of money and, where appropriate, the risks specific to the liability.
u) Adopted IFRSs not yet applied
The following Adopted IFRSs were available for early application but have not been applied by the Group in these financial statements:
 IFRS 7 ‘Financial instruments: Disclosure’ applicable for years commencing on or after 1 January 2007; and
 proposed amendments to IAS 39 and IFRS 4.
The application of IFRS 7 in the current year would not have affected the balance sheet or income statement as the standard
is concerned only with disclosure. The Group plans to adopt it in 2006.
The Company has not adopted amendments to IAS 39 and IFRS 4 in relation to financial guarantee contracts which will apply
for periods commencing on or after 1 January 2006.
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group,
the Company considers these to be insurance arrangements, and accounts for them as such. In this respect, the Company treats
the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make
a payment under the guarantee.
The Company does not expect the amendments to have any impact on the financial statements for the period commencing
1 January 2006.
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
2 Segmental information
Segmental information is presented in respect of the Group’s geographical segments which are the primary basis of segmental reporting.
a) Geographical analysis
The results below are allocated based on the region from which the businesses are located; this reflects the Group’s management
and internal reporting structure.
Inter segment pricing is determined on an arms length basis. Segment results include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis.
For the purposes of this analysis the following definitions are used:
 Europe – includes all of Europe.
 Americas – includes all of North and South America and the Caribbean.
 APAC (Asia Pacific region) – includes Australasia, New Zealand, China, India, Far East, Asia.
 Corporate – includes the activities of the Directors of the Company and certain central finance and marketing costs not attributable
to the individual regions.
Europe Americas APAC Corporate Elimination Group
12 months to 31 December 2005 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 
– external 13,682 13,167 2,487 — — 29,336
– intra-segment 5,998 3,433 2,413 — (11,844) —
Total segment revenue 19,680 16,600 4,900 — (11,844) 29,336
Operating profit 2,006 1,701 343 (1,248) 2,802
Share of profit in associates and joint ventures 64
Net financing costs (260)
Profit before income tax 2,606
Income tax (903)
Profit for period 1,703
Included in the above:
Depreciation 587 262 198 — 1,047
Amortisation 145 — 386 — 531
Balances at 31 December 2005
Segment assets 14,540 12,119 7,331 115 34,105
Investment in associates and joint venture 380
Unallocated assets 171
Total assets 34,656
Segment liabilities (5,655) (884) (710) (1,313) (8,562)
Unallocated liabilities (6,568)
Total liabilities (15,130)
Capital expenditure
– property, plant and equipment 416 69 279 — 764
– intangible 331 — 28 — 359
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Biotrace International Plc Annual Report and Accounts 2005
2 Segmental information continued
a) Geographical analysis continued
Europe Americas APAC Corporate Elimination Group
12 months to 31 December 2004 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 
– external 12,592 12,544 1,503 — — 26,639
– intra-segment 5,017 77 1,011 — (6,105) —
Total segment revenue 17,609 12,621 2,514 — (6,105) 26,639
Operating profit 1,985 1,502 386 (1,318) 2,555
Share of profit in associates and joint ventures 76
Net financing costs (81)
Profit before income tax 2,550
Income tax (865)
Profit for period 1,685
Included in the above:
Depreciation 526 292 71 — 889
Amortisation 74 — 147 — 221
Balances at 31 December 2004
Segment assets 8,159 10,930 7,379 129 26,597
Investment in associates and joint venture 154
Unallocated assets 460
Total assets 27,211
Segment liabilities (2,157) (891) (641) (942) (4,631)
Unallocated liabilities (4,822)
Total liabilities (9,453)
Capital expenditure
– property, plant and equipment 543 128 55 — 726
– intangible — — 274 — 274
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
2 Segmental information continued
b) Market sector analysis
The results below are allocated based on the market sector to which the businesses sell. The Ruskinn Life Sciences business comprises
the majority of the Life Sciences segment and this business was sold in February 2006 (see note 10), in future years it is intended
to split the Industrial segment between a food and environmental division and a pharmaceutical, personal care and cosmetics division.
Life 
Industrial Science Defence Group
2005 £’000 £’000 £’000 £’000
Revenue from external customers 27,251 1,092 993 29,336
Balances at 31 December 2005
Assets 32,571 722 812 34,105
Investment in joint venture 380
Unallocated assets 171
Total assets 34,656
Liabilities (8,490) — (72) (8,562)
Unallocated liabilities (6,568)
Total liabilities (15,130)
Capital expenditure
– tangible 762 2 — 764
– intangible 239 120 — 359
Life 
Industrial Science Defence Group
2004 £’000 £’000 £’000 £’000
Revenue from external customers 24,949 1,018 672 26,639
Balances at 31 December 2004
Assets 25,535 446 616 26,597
Investment in joint venture 154
Unallocated assets 460
Total assets 27,211
Liabilities (4,535) (66) (30) (4,631)
Unallocated liabilities (4,822)
Total liabilities (9,453)
Capital expenditure
– tangible 726 — — 726
– intangible 270 — 4 274
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Biotrace International Plc Annual Report and Accounts 2005
3 Operating profit
Included in operating profit are the following:
2005 2004
£’000 £’000
Operating lease rentals:
– land and buildings 424 316
– rent to Mansford Biotrace Ltd (joint venture) 142 136
– plant, machinery and vehicles 109 44
Auditors’ remuneration:
– audit fees 143 107
– other remuneration 71 44
Depreciation of property plant and equipment (note 8) 1,047 889
Amortisation of intangible assets (note 7) 531 221
(Profit)/loss on disposal of property plant and equipment 16 —
Research and development costs expensed as incurred 1,215 1,155
Government grant/income (included in research and development costs) (226) (53)
Restructuring costs incurred (see below) 337 157
Included in selling and administrative expenses are restructuring costs comprising the following:
2005 2004
£’000 £’000
Relocation of Lucigen Ltd — 31
Restructure to regional basis following acquisition of Tecra 264 94
Change to direct distribution in N America — 32
Restructuring of Ruskinn division 73 —
337 157
Provision for restructuring costs at the year end 31 —
Other remuneration paid to the Group Auditor and its associates in 2005 comprised tax fees of £54,000 (2004: £22,000), and
other fees of £17,000 (2004: £22,000). Fees of £22,000 (2004: £43,000) relating to acquisitions have been included in the cost
of those acquisitions. 
An analysis of selling, marketing and administrative costs is as follows:
2005 2004
£’000 £’000
Selling and marketing costs 7,290 6,433
Administrative costs 3,374 3,388
Total selling, marketing and administrative costs 10,664 9,821
4 Finance income and expenses
2005 2004
£’000 £’000
Interest income – bank interests on deposit 38 83
Interest expense
Share of interest expense on mortgage in joint venture 50 50
Interest expense on bank loans 153 95
Interest expense on bank overdraft 94 18
Interest expense in respect of finance leases 1 1
Total financial expenses 298 164
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
5 Personnel expenses
2005 2004
£’000 £’000
Wages and salaries 8,259 7,873
Equity settled transactions 74 41
Social security costs 884 711
Pension and other employee costs 715 574
9,932 9,199
The average number of persons employed (including Directors) during the year was:
Number Number
Directors 2 2
Production 163 126
Administration 53 58
Marketing and sales 77 64
Technical development 44 41
339 291
An analysis of the Directors’ remuneration and their benefits is shown on page 20 of the Remuneration Report.
6 Income tax expense
Recognised in the income statement
2005 2004
Note £’000 £’000
Current tax expense
Current year 837 477
Adjustments in relation to prior years — 18
837 495
Deferred tax expense
Origination and reversal of temporary differences (181) (77)
Benefit of tax losses recognised 247 447
11 66 370
Total income tax expense in income statement 903 865
Reconciliation of effective tax rate
2005 2005 2004 2004
£’000 £’000 £’000 £’000
Profit before tax 2,606 2,550
Income tax using the domestic corporation tax rate 30.0% 782 30.0% 765
Effect of tax rates in foreign jurisdictions 3.3% 85 1.6% 40
Non-deductible expenses 3.1% 80 5.1% 132
Overseas losses not utilised 2.8% 74 0.2% 4
Other (4.5%) (118) (3.7%) (94)
Adjustments in relation to prior years —— 0.71% 18
34.7% 903 33.9% 865
No tax has been recognised directly in equity (2004: £nil).
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Biotrace International Plc Annual Report and Accounts 2005
7 Intangible fixed assets
Group – 2005
Customer lists Trade 
and distribution marks and Product
Goodwill networks Licences Patents know how development Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2005 8,297 — 732 4,456 1,471 — 14,956
Additions 203 — 8 — — 148 359
Acquired with subsidiaries (note 10) — 3,271 64 — — — 3,335
Exchange adjustments 156 21 1 431 178 1 788
At 31 December 2005 8,656 3,292 805 4,887 1,649 149 19,438
Amortisation
At 1 January 2005 405 — 351 113 37 — 906
Charge for the year — 68 74 300 88 1 531
Exchange adjustments 11 2 — 14 3 — 30
At 31 December 2005 416 70 425 427 128 1 1,467
Carrying amount
At 31 December 2005 8,240 3,222 380 4,460 1,521 148 17,971
At 31 December 2004 7,892 — 381 4,343 1,434 — 14,050
The amortisation charge is recognised within sales, marketing and administrative expenses in the Consolidated Income Statement.
Group – 2004
Trade marks
and
Goodwill Licences Patents know how Total
Cost
At 1 January 2004 8,148 728 — — 8,876
Additions 270 4 — — 274
Acquired with subsidiaries (note 10) — — 4,361 1,471 5,832
Fair value adjustments (212) — — — (212)
Exchange adjustments 91 — 95 — 186
At 31 December 2004 8,297 732 4,456 1,471 14,956
Amortisation
At 1 January 2004 415 278 — — 693
Charge for the year — 73 111 37 221
Exchange adjustments (10) — 2 — (8)
At 31 December 2004 405 351 113 37 906
Net book value
At 31 December 2004 7,892 381 4,343 1,434 14,050
At 31 December 2003 7,733 450 — — 8,183
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
7 Intangible fixed assets continued
Impairment tests for goodwill
Goodwill is allocated to the Group’s cash-generating units identified according to geographical segments. A segment summary
of the goodwill allocation is as follows:
2005 2004
£’000 £’000
UK 2,906 2,906
Denmark 208 217
France 222 229
Italy 206 —
Total Europe 3,542 3,352
Americas 4,114 3,985
Asia Pacific (“APAC”) 584 555
8,240 7,892
The recoverable amount is based on the greater of the assets fair value less costs to sell and value in use calculations. These calculations
are cash flow projections based on financial budgets approved by the Directors covering a five year period. Cash flows beyond the
five year period are extrapolated using the estimated growth stated below. The growth rate does not exceed the long-term
average growth rate in the region where the cash-generating unit operates.
Key assumptions used for value in use calculations in 2005 are:
Growth Discount
rate % rate %
Europe 5.0% 11.0%
Americas 5.0% 11.0%
APAC 5.0% 11.0%
The impairment analysis performed has not identified any impairment in the carrying value of goodwill.
8 Property, plant and equipment 
Group – 2005
Freehold Furniture
land and Plant and Motor fixtures
buildings machinery vehicles and fittings Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2005 367 3,913 263 1,760 6,303
Acquired with subsidiary (note 10) — 28 23 54 105
Additions 2 405 72 285 764
Disposals — (230) (198) (24) (452)
Exchange adjustments — 105 — 41 146
At 31 December 2005 369 4,221 160 2,116 6,866
Depreciation
At 1 January 2005 18 2,308 85 1,155 3,566
Charge for the year 9 681 90 267 1,047
Released on disposals — (220) (142) (20) (382)
Exchange adjustments — 48 — 26 74
At 31 December 2005 27 2,817 33 1,428 4,305
Carrying amount
At 31 December 2005 342 1,404 127 688 2,561
At 31 December 2004 349 1,605 178 605 2,737
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Biotrace International Plc Annual Report and Accounts 2005
8 Property, plant and equipment continued
Group – 2004
Freehold Furniture
land and Plant and Motor fixtures
buildings machinery vehicles and fittings Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2004 365 3,321 256 1,513 5,455
Acquired with subsidiary (note 10) — 301 31 135 467
Additions 2 450 55 219 726
Disposals — (178) (83) (153) (414)
Exchange adjustments — 19 4 46 69
At 31 December 2004 367 3,913 263 1,760 6,303
Depreciation
At 1 January 2004 9 1,899 34 936 2,878
Charge for the year 9 484 106 290 889
Released on disposals — (104) (59) (116) (279)
Exchange adjustments — 29 4 45 78
At 31 December 2004 18 2,308 85 1,155 3,566
Carrying amount
At 31 December 2004 349 1,605 178 605 2,737
At 31 December 2003 356 1,422 222 577 2,577
The carrying amount of property, plant and equipment includes £56,000 (2004: £47,000) in respect of assets held under finance
leases on which depreciation for the year of £23,000 (2004: £11,000) was charged.
Included within land and buildings is £60,000 (2004: £60,000) of land which is not depreciated.
9 Investments
The principal operating subsidiaries are:
Country of
Subsidiary incorporation % Activity
Biotrace Limited Great Britain 100 Development, manufacture and distribution of hygiene 
monitoring and microbial detection systems.
Biotrace Fred Baker Limited Great Britain 100 Development, manufacture and distribution of specialist 
microbiology and life science products.
Biotrace Inc USA 100 Distribution of hygiene monitoring and microbial detection systems.
Biotrace International Inc. (Formerly USA 100 Manufacture and distribution of test kits, laboratory supplies 
Biotrace International BioProducts Inc) and sample collection products 100% owned by Biotrace Inc. (above).
Ruskinn Technology Limited Great Britain 100 Development and manufacture of anaerobic workstations.
Biotrace SA France 100 Distribution of hygiene monitoring and microbial detection systems.
Biotrace International AS Denmark 100 Distribution of microbiology and life science products.
(Formerly Biotrace Maltec Aps)
Tecra Holdings Pty Limited Australia 100 Development, manufacture and distribution of rapid food
diagnostic test kits.
Lucigen Limited Great Britain 50 Development and contract manufacture of bioluminescence reagents. 
Whilst Lucigen is 50% owned, Biotrace exercises managerial control 
and consequently it is treated as a subsidiary in the Group’s accounts.
Biotrace MicroSafe srl Italy 62 Development, manufacture and distribution of specialist microbiology 
and life science products. Whilst Biotrace MicroSafe is 62% owned, 
it is accounted for as a 100% subsidiary (see note 10).
The Group has the following 
investment in a joint venture:
Mansford Biotrace Limited Great Britain 50 Property rental and development.
The Group has the following 
investment in an associate:
Target Diagnostica srl Italy 39 Distribution of microbiology products. The remaining 61% share 
of Target Diagnostica was acquired by the Group in March 2006 
(see note 10).
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
9 Investments continued
Summary financial information on associate and joint venture
Mansford Biotrace Limited
Income and Current Non-current Current Non-current
expenses assets assets liabilities liabilities
Year to 31 December £’000 £’000 £’000 £’000 £’000
2005 17 147 2,000 (84) (1,417)
2004 11 112 1,900 (81) (1,140)
Target Diagnostica srl
Revenue Profit Assets Liabilities
Period since acquisition £’000 £’000 £’000 £’000
2005 345 20 544 (482)
10 Acquisitions and disposals 
The Group has made the following acquisitions and disposals:
a) Biotrace MicroSafe srl
On 14 September 2005 the Company acquired an Italian subsidiary company Biotrace MicroSafe srl which in turn acquired the trade
and assets of a group of companies comprising MicroSafe srl, MicroSafe Servizi srl, Ascotec srl, Gruppo Carli srl and Themis srl for
£2.9 million. This acquisition was achieved through an initial investment to acquire 62% of the share capital of Biotrace MicroSafe srl.
Biotrace has the option in 2008 to purchase and the vendor has the option to sell, the remaining shares for an additional sum
of up to €2.3 million (£1.6 million) based upon the achievement of certain profit targets by 31 December 2007. An amount of
£1.0 million has been accrued in respect of this remaining consideration based on current best estimates of the likely profitability
of the business in this period. Biotrace MicroSafe srl has been treated as a wholly owned subsidiary and is fully consolidated into
these Group accounts. The provisional fair value of 100% of the assets acquired with the company were:
Book Fair
value Adjustments value
£’000 £’000 £’000
Fixed assets – property, plant and equipment 105 — 105
– patents 64 — 64
– other intangible — 2,926 2,926
– investment in associate 211 — 211
Inventory 378 — 378
Accounts receivable 2,041 — 2,041
Accounts payable (2,217) — (2,217)
Cash 138 — 138
720 2,926 3,646
Goodwill 203
3,849
Note
The adjustment shown above represents the valuation of the company’s distribution network at the date of acquisition. The goodwill
arising on acquisition relates to the amount paid to the vendor in respect of retaining key members of the existing workforce.
Satisfied by the following consideration:
£’000
Cash 1,601
Deferred cash payments 508
Accrued contingent consideration for remaining shares 1,003
Shares issued at market price (note 17) 339
Acquisition costs 398
3,849
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Biotrace International Plc Annual Report and Accounts 2005
10 Acquisitions and disposals continued
a) Biotrace MicroSafe srl continued
Biotrace MicroSafe’s contribution to the operating profits since acquisition and the historical results for the full year to 31 December 2005
are set out below:
Post acquisition Pre acquisition
Audited Unaudited
15 September to 1 January to
31 December 14 September
2005 2005
£’000 £’000
Revenue 1,983 3,614
Cost of sales (1,155) (2,141)
Gross profit 828 1,473
Selling and administrative expenses (684) (1,226)
Financial income —20
Profit before income tax 144 267
b) Biotrace SA
On 1 July 2005 the Company acquired the remaining shares in Biotrace SA relating to the 47% minority interest, for £0.5 million
in cash. The provisional fair value of the assets acquired was £0.2 million representing the value of customer lists and distribution
networks and £0.3 million related to the fair value of net assets acquired. 
c) Tecra Holdings Pty Ltd
On 11 June 2004 the Company, through an Australian subsidiary company Biotrace Australia Holdings Pty Limited, acquired
the remaining share capital of Tecra Holdings Pty Ltd (“Tecra”) for £5.5m. Previously through Biotrace International BioProducts Inc,
Biotrace held 21% of the ordinary shares of Tecra as an associate. The fair value of the assets acquired with the company were:
Book Adjustments Fair
value (note below) value
£’000 £’000 £’000
Property, plant and equipment 467 — 467
Patents 1,506 2,855 4,361
Other intangible — 1,471 1,471
Inventory 770 — 770
Receivables 782 64 846
Payables (946) (97) (1,043)
Deferred tax liability — (429) (429)
Cash (34) — (34)
2,545 3,864 6,409
Goodwill 526
6,935
Satisfied by the following consideration:
Cash 5,218
Shares already owned at fair value 1,400
Acquisition costs 317
6,935
Note
A fair value adjustment was made to recognise the value of the patents and other intangible assets acquired in Tecra and also
a pre-acquisition tax credit.
Following clarification of taxation treatment of intangible assets a further adjustment has been made to recognise a deferred tax
liability acquired. In addition, provision has been made in relation to the obligation to return the leasehold premises to their original
condition at the end of the lease.
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
10 Acquisitions and disposals continued
c) Tecra Holdings Pty Ltd continued
Tecra’s contribution to the operating profits in 2004 is set out below:
Post acquisition Pre acquisition
11 June to 1 January to
31 December 10 June
2004 2004
£’000 £’000
Revenue 1,503 1,751
Cost of sales (402) (634)
Gross profit 1,101 1,117
Selling and administrative expenses (902) (1,018)
Financial expenses (16) (20)
Profit before income tax 183 79
d) Target Diagnostica srl
On 8 March 2006 the Group announced the acquisition of the remaining 61% of shares in its associate company Target Diagnostica srl
for approximately £0.3 million in cash to be paid in equal instalments in January 2007 and January 2008. The provisional value of net
assets acquired is £0.06 million.
e) Disposal of Ruskinn Technology Ltd
On 1 February 2006 the Group announced the disposals of Ruskinn Technology Ltd including the IPR relating to the AC-TIVE
development and the assets and trade of the Ruskinn anaerobic work station business for £1.1 million cash and 10% of the equity
capital in Ruskinn Life Sciences Ltd. The consideration was payable in two instalments with £0.6 million on completion and £0.5 million
due in December 2006. The net assets disposed of with the business amounted to £1.1 million.
11 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
2005 2004 2005 2004 2005 2004
£’000 £’000 £’000 £’000 £’000 £’000
Property, plant and equipment (104) (44) — — (104) (44)
Intangible assets — — 606 702 606 702
Inventories (131) (111) — — (131) (111)
Employee benefits (91) (67) — — (91) (67)
Provisions (49) (15) — — (49) (15)
Other items (46) (142) — — (46) (142)
Tax value of loss carry-forwards recognised — (204) — — — (204)
Tax (assets)/liabilities (421) (583) 606 702 185 119
Set off of tax 250 123 (250) (123) — —
Net tax (assets)/liabilities (171) (460) 356 579 185 119
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
2005 2004
£’000 £’000
Tax losses 158 84
Deferred tax assets have not been recognised in respect of these items because they arise from operations which are currently
not profitable and there is no certainty over the timing and utilisation of these losses in the future.
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Biotrace International Plc Annual Report and Accounts 2005
11 Deferred tax assets and liabilities continued
Movement in temporary differences during the year
Balance Balance
1 January Recognised Recognised 31 December
2005 in income Balances in equity 2005
2005 £’000 £’000 acquired £’000 £’000
Property, plant and equipment (44) (60) — — (104)
Intangible assets 702 (96) — — 606
Inventories (111) (20) — — (131)
Employee benefits (67) (24) — — (91)
Provisions (15) (34) — — (49)
Other items (142) 96 — — (46)
Tax value of loss carry-forwards utilised (204) 204 — — —
119 66 — — 185
Balance Balance
1 January Recognised Recognised 31 December 
2004 in income Balances in equity 2004
2004 £’000 £’000 acquired £’000 £’000
Property, plant and equipment (52) 8 — — (44)
Intangible assets — 78 624 — 702
Inventories — (111) — — (111)
Employee benefits — (67) — — (67)
Provisions 20 (35) — — (15)
Other items — (142) — — (142)
Tax value of loss carry-forwards utilised (843) 639 — — (204)
(875) 370 624 — 119
12 Inventory
2005 2004
£’000 £’000
Raw materials and finished goods 4,942 3,678
Demonstration inventory 438 227
5,380 3,905
13 Receivables
2005 2004
£’000 £’000
Current
Trade receivables 6,793 4,362
Other receivables 188 206
Prepayments and accrued income 646 479
Current trade and other receivables 7,627 5,047
Non-current
Deferred tax asset 171 460
Due from joint venture company 100 100
Total receivables 7,898 5,607
Trade receivables are shown net of provisions for impairment losses amounting to £76,000 (2004: £23,000).
The amount due from joint venture company is the remainder of the consideration arising from the disposal of the head office
building and is payable within five years.
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
14 Interest bearing loans and borrowings 
2005 2004
£’000 £’000
Non-current liabilities
Interest bearing loans 4,289 2,917
Current liabilities
Interest bearing loans 1,676 1,143
Bank overdrafts 841 —
Amounts due under finance leases 17 24
2,534 1,167
The interest bearing loans fall due between two and five years and are secured by unlimited multilateral company guarantees
given by the main trading companies in the Group and security over assets with a current carrying value of £4,500,000 in the UK
companies. The interest rate is the three month US$ Libor rate plus 0.75% on US Dollar denominated loans and the three month
Euro Libor rate plus 0.75% on the Euro denominated loan.
15 Trade and other payables 
2005 2004
£’000 £’000
Non-current liabilities
Deferred consideration 1,200 —
Current liabilities
Trade accounts payable 4,023 1,533
Deferred consideration 546 1,197
Other accounts payable 37 606
Other taxation and social security 486 319
Accrued defined contribution pension contributions 89 32
5,181 3,687
16 Provisions
2005 2004
£’000 £’000
Non-current liabilities
Employee benefits 120 110
Leasehold property provision — 102
120 212
Current liabilities
Employee benefits 721 403
Deferred warranty and service income 357 305
Leasehold property provision 102 —
1,180 708
Provisions are included to cover employee benefits (accrued holiday entitlements and other employee obligations), deferred
warranty and service income and a leasehold property reserve (a provision to “make good” leased premises). The increase in
provisions arises from the acquisition of MicroSafe of £16,000, other increases in the employee benefits reserves in the Group
of £166,000 and an increased deferred warranty and service income provision of £52,000.
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Biotrace International Plc Annual Report and Accounts 2005
17 Issued share capital
2005 2004
£’000 £’000
Authorised:
50,000,000 10p ordinary shares 5,000 5,000
Allotted, called up and fully paid:
39,252,627 10p ordinary shares (2004: 38,865,149) 3,925 3,887
387,478 new ordinary shares were issued to satisfy part of the investment in Biotrace MicroSafe srl – the premium on these shares
has been credited to the share premium account. In 2004, 575,000 new ordinary shares were issued to satisfy options and warrants
exercised during the year and the premium on these shares was credited to the share premium account.
18 Share option schemes
Biotrace International Plc has three option schemes, as set out in the table below:
Options at Options at
1 January 31 December Exercise Period of
2005 Granted Exercised Lapsed 2005 Price exercise
Original scheme
Directors
– I R Johnson 140,000 — — — 140,000 64.5p 2004–2009
– P W J Morgan 35,000 — — — 35,000 64.5p 2004–2009
Employees 175,000 — — — 175,000 127p 1997–2009
Non-approved scheme 
Directors
– I R Johnson 124,711 100,000 — — 224,711 94.7p–104p 2006–2012
– P W J Morgan 15,000 100,000 — — 115,000 94.7p–104p 2006–2012
Employees 344,138 40,318 — (9,000) 375,456 65.2–151.7p 2001–2011
Approved scheme 
Directors
– I R Johnson 28,846 — — — 28,846 104p 2006–2013
– P W J Morgan 50,000 — — — 50,000 48.5p 2002–2009
Employees 132,596 54,682 — — 187,278 78.5–104p 2001–2012
No new ordinary shares were issued under the Company’s share option schemes (2004: 160,000 ordinary shares for a consideration
of £106,855).
In accordance with the transitional provisions in IFRS 1 and IFRS 2, the recognition and measurement principles in IFRS 2 have not been
applied to grants made prior to 7 November 2002. For grants subsequent to this date the fair values of services received in return
for share options granted to employees are measured by reference to the fair value of share options granted. The estimate of the
fair value of the services received is measured based on a Black Scholes model (with the contractual life of the option and expectations
of early exercise incorporated into the model). The recipient is required to remain an employee of the Company for three years
before the options can be exercised and in addition for the 1997 option scheme the share price must outperform the movement
of the FTSE small cap index by 2% p.a. over a three year period.
The terms and conditions of the share options granted during the year ended 31 December 2005 were as follows:
Grant Number of Vesting Contractual 
date share options conditions life of option
Options granted to Directors March 2005 200,000 3 years of service 7 years
Options granted to senior employees April 2005 45,000 3 years of service 7–10 years
September 2005 50,000 3 years of service 10 years
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
18 Share option schemes continued
The principal assumptions used in assessing the fair value of share options were as follows:
Year to Year to
31 December 31 December 
2005 2004
Fair value at measurement date £0.35–£0.42 £0.43–£0.45
Share price £0.93–£0.95 £1.04
Exercise price £0.93–£0.95 £1.04
Expected volatility (see note below) 45%–52% 45%–52%
Option life 7–10 years 7–10 years
Expected dividends 1.8% 1.8%
Risk-free interest rate 4.3% 4.3%
The expected volatility is based on the historic volatility (calculated based on weighted average remaining life of the share options).
The Company has issued the following warrants over shares:
Number of Number of
shares shares
1 January 31 December Period of
Warrant series 2005 2005 Price exercise
2 165,000 165,000 51p 2004–2006
3 50,000 50,000 125.5p 2005–2009
4 50,000 50,000 118.5p 2006–2010
The mid market price of ordinary shares at 31 December 2005 was 75p. The highest mid market price during the year was 99.5p
and the lowest mid market price was 73p.
19 Pension costs
The Group contributes to the personal pension schemes of its employees. These are defined contribution schemes.
The charge made in the year was £405,000 (2004: £322,000). Contributions accrued at the year end amounted to £89,000
(2004: £32,000).
20 Dividend
The dividends declared in the relevant periods are as follows:
Total Based on
Amount Payment dividend register 
Dividend description per share date £’000 dated
Final dividend 2003 1.15p 14/05/04 440 23/04/04
Interim dividend 2004 0.25p 08/10/04 97 10/09/04
Total dividend recognised in 2004 537
Final dividend 2004 1.15p 16/05/05 446 15/04/05
Interim dividend 2005 0.40p 11/10/05 155 16/09/05
Total dividend recognised in 2005 601
Final dividend 2005 – proposed and not recognised in 2005 1.15p 15/05/06 451 18/04/06
21 Capital commitments
As at 31 December 2005 the Group had £159,000 of capital commitments in respect of plant and machinery acquired in 2006
(2004: £118,000).
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Biotrace International Plc Annual Report and Accounts 2005
22 Earnings per share
Earnings per share is based on the profit after taxation attributable to equity holders of the parent of £1.7 million (2004: £1.7 million)
and the weighted average number of shares in issue during the year of 38,978,738 (2004: 38,633,574). Diluted earnings per share
is based on the profit after taxation of £1.7 million (2004: £1.7 million) and 39,124,737 (2004: 38,899,921) ordinary shares.
The Group has calculated an undiluted earnings per share before restructuring costs in order to inform shareholders of the underlying
position of the Group’s results. The earnings before restructuring costs is calculated as follows:
2005 2004
£’000 £’000
Earnings before restructuring costs 
Profit for the year 1,711 1,694
Add: restructuring costs 337 157
Less: tax on restructuring costs (101) (47)
1,947 1,804
In addition earnings per share before restructuring costs and amortisation has been calculated as follows:
2005 2004
£’000 £’000
Earnings before restructuring costs and amortisation
Profit for the year before restructuring costs 1,947 1,804
Add: amortisation of intangibles 531 221
Less: tax on amortisation (159) (66)
2,319 1,959
2005 2004
Weighted average number of ordinary shares
Issued ordinary shares at the end of the period 39,252,627 38,865,149
Issued ordinary shares at the start of the period 38,865,149 38,290,149
Weighted average number of shares in period 38,978,738 38,633,574
Diluted number of shares in period 39,124,737 38,899,921
2005 2004
Number Number
Weighted average and diluted number of ordinary shares
Issued ordinary shares at 1 January 38,865,149 38,290,149
Effect of shares options exercised — 343,425
Effect of shares issued September 2005 113,589 —
Weighted average number of ordinary shares in year 38,978,738 38,633,574
Effect of share options on issue 145,999 266,347
Weighted average number of ordinary shares in year (diluted) 39,124,737 38,899,921
Pence Pence
per share per share
Earnings per ordinary share
Basic 4.39 4.38
Diluted 4.37 4.35
Before restructuring costs
– basic 5.00 4.67
– diluted 4.98 4.64
Before restructuring costs and amortisation
– basic 5.95 5.07
– diluted 5.93 5.04
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
23 Operating lease commitments 
At 31 December 2005 the Group was committed to making the following annual payments under non-cancellable operating leases:
2005 2004
2005 Other 2004 Other
Land and operating Land and operating
buildings leases buildings leases
£’000 £’000 £’000 £’000
Operating leases which expire:
Within one year —14 —26
Within two to five years 607 99 128 52
More than five years 219 — 270 —
826 113 398 78
At 31 December 2005 the total amounts committed under non-cancellable operating leases within one year was £722,000,
between two to five years was £1,849,000 and over five years was £2,734,000.
Of the amounts committed for land and buildings £149,000 (2004: £142,000) is due to Mansford Biotrace Limited, a joint venture
of the Group. The Group leases its main operating plants at Bridgend in the UK, Rome in Italy and Sydney in Australia. Land and buildings
were considered separately for lease classification.
24 Financial instruments
a) Hedging fluctuations in foreign currency
The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in a currency other than
Pound Sterling. The currencies giving rise to this risk are primarily US Dollars, Australian Dollars and Euro.
The Group uses forward exchange contracts to hedge its foreign currency risk. The forward exchange contracts have maturities
of less than one year after the balance sheet date.
In respect of other monetary assets and liabilities held in currencies other than Sterling the Group ensures that the net exposure
is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.
The principal repayment amounts of the Group’s US Dollar and Euro bank loans are naturally hedged by trading cash flows.
b) Forecasted transactions
The Group classifies its forward exchange contracts hedging forecasted transactions as cash flow hedges and measures them at fair
value. The fair value of forward exchange contracts at 1 January 2005 was adjusted against the opening balance of the hedging
reserve at that date (see note 26). The net fair value of forward exchange contracts used as hedges of forecasted transaction
at 31 December 2005 was £23,000 liability, recognised in derivative financial instruments, (1 January 2005: £20,000).
c) Recognised assets and liabilities
Changes in the fair value of forward exchange contracts that economically hedge monetary assets and liabilities in foreign currencies
and for which no hedge accounting is applied are recognised in the Consolidated Income Statement. Both the changes in fair value
of the forward contracts and the foreign exchange gains and losses relating to the monetary items are recognised as part of “net
financing costs”. The fair value of forward exchange contracts used as economic hedges of monetary assets and liabilities in foreign
currencies at 31 December 2005 was £nil (31 December 2004: £nil) recognised in fair value derivatives. £20,000 was removed from
equity and included in the Consolidated Income Statement for the year ended 31 December 2005 in relation to the fair value gain
recognised at 1 January 2005.
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Biotrace International Plc Annual Report and Accounts 2005
24 Financial instruments continued
d) Financial instruments
The carrying amount of financial instruments is shown below. The fair value of these instruments approximates to the carrying
value of the loans due after more than one year because the interest rates are based on floating money market rates in the USA
and UK.
The Group reviews its borrowings on a regular basis to ensure that its exposure to interest rate risk is minimised. The borrowings
are all at floating rates and can be repaid at any time should interest rates fluctuate. The Group’s facility at HSBC is not
currency specific.
The fair value of interest bearing loans and borrowing is equivalent to the actual value as they are all floating rate borrowings.
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s
earnings. Over the longer-term, however, permanent changes in foreign exchange and interest rates would have an impact
on consolidated earnings.
The Group does not have significant credit risk. Details of impairment losses on trade receivables are shown in note 13.
For the year ended 31 December 2005, it is estimated that a general increase of one percentage point in interest rates would
have decreased the Group’s profit before tax by approximately £55,000 (2004: £26,000).
It is estimated that a general reduction of one percentage point in the value of the US Dollar against other foreign currencies
would have decreased the Group’s profit before tax by approximately $23,000 for the year ended 31 December 2005
(2004: $22,000). The forward exchange contracts have been included in this calculation.
2005 2004
Financial instruments at fair value and carrying amount £’000 £’000
Cash and cash equivalents 466 758
Bank overdrafts (841) —
Secured bank loans – due within one year (1,676) (1,143)
Secured bank loans – due after more than one year (4,289) (2,917)
Finance lease liabilities (17) (24)
Loan with joint venture 100 100
Net debt (6,257) (3,226)
Trade and other receivables 7,627 5,047
Trade and other payables (5,181) (3,687)
Forward exchange contracts (23) —
(3,834) (1,866)
Effective interest rates and repricing analysis
In respect of income earning financial assets and interest bearing financial liabilities, the following table indicates their effective
interest rates at the balance sheet date and the periods in which they reprice.
2005 2004
Effective 6 Effective 6
interest months 6–12 1–2 2–5 interest months 6–12 1–2 2–5
In thousands of GBP Note rate Total or less months years years rate Total or less months years years
Cash and cash 
equivalents various 466 466 — — — various 758 758 — — —
Secured bank loans: 13
USD floating 
rate loan 5.2% (3,261) (3,261) — — — 2.7% (4,060) (4,060) — — —
Euro floating 
rate loan 2.9% (2,704) (2,704) — — — ——————
Loan to joint venture* 4.0% 100 — — 100 — 4.0% 100 — — — 100
Finance lease 
liabilities* 13 various (17) — — (17) — various (24) — — — (24)
Bank overdrafts 13 5.5% (841) (841) — — — ——————
(6,257) (6,340) — 83 — — (3,226) (3,302) — — 76
* These assets/liabilities bear interest at a fixed rate.
The fair values of financial assets and liabilities shown above are not materially different from the value stated.
During the year, the Group utilised forward exchange contracts to hedge the receipt of US Dollars against Sterling. At the year end,
there were contracts outstanding within one year totalling US$1.5 million (2004: US$2.75 million) at a rate of $1.7639 (2004: $1.89295/£).
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
24 Financial instruments continued
2004 comparatives under UK GAAP
Interest rate exposure
Financial liabilities
2004
Fixed Floating Interest
rate rate free Total
Sterling
– Hire purchase agreements 6 — — 6
– Deferred consideration — — 850 850
US Dollar
– Bank loans — 4,009 — 4,009
– Deferred consideration — — 347 347
Danish Krone
– HP creditors 18 — — 18
24 4,009 1,197 5,230
The deferred consideration financial liability falls due in less than one year.
The fixed rate HP creditors carry average charges of 10%.
Financial assets
2004
Fixed Floating
rate rate Total
Sterling
– Cash at bank and in hand — (178) (178)
– Loan to joint venture 100 — 100
US Dollar
– Cash at bank and in hand — 387 387
Aus Dollar
– Cash at bank and in hand – 288 236
Euro
– Cash at bank and in hand — 231 231
Yen
– Cash at bank and in hand —2525
Danish Krone
– Cash at bank and in hand — (9) (9)
Canadian Dollar
– Cash at bank and in hand —1414
100 758 806
The carrying value approximates to fair value because of the short maturity of the deposits and borrowings. Interest rates are
floating and based on money market rates in the USA and base rate in the UK.
As at 31 December 2004 there were the following assets denominated in currencies other than the functional currency of the
business to which they relate:
2004
£’000
US Dollar 842
Japanese Yen 30
Euro 325
UK Sterling 132
Canadian Dollar 20
Australian Dollar (42)
1,307
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Biotrace International Plc Annual Report and Accounts 2005
25 Related party transactions
Mansford Biotrace Ltd, a 50% owned joint venture of the holding company which was set up in 2001, has been equity accounted
in the Group’s financial statements. The Directors consider the material transactions undertaken by the Group during the year with
Mansford Biotrace Ltd were as follows:
Amount of transaction Amount due from/(to)
in the year related party 
to 31 December at 31 December
2005 2004 2005 2004
Type of transaction £’000 £’000 £’000 £’000
Sale of leasehold premises — — 100 100
Issue of loan stock — — 139 139
Rent charges (149) (136) — —
Tecra Holdings Pty Limited
With the acquisition of International BioProducts Inc in September 2003, the Group acquired a 21% holding in Tecra Holdings Pty
Limited a company registered in Australia. International BioProducts Inc is a distributor of Tecra products in North America. The
Directors consider the material transactions undertaken by the Group during the year with Tecra Holdings Pty Limited as follows:
From the acquisition of Tecra Holdings Pty Limited in June 2004, the transactions and balances previously treated as related party
transactions have been included in the consolidated accounts for the Group.
Amount of transaction Amount due from/(to)
in the year related party 
to 31 December at 31 December
2005 2004 2005 2004
Type of transaction £’000 £’000 £’000 £’000
Loan notes owed from Tecra
– due after more than one year — 17 — —
— 17 — —
Interest on the above loan notes — (5) — —
Directors’ fees — 1 — —
Recharge of staff costs — 75 — —
Supply of goods for resale — (84) — —
Target Diagnostica srl
With the acquisition of Biotrace MicroSafe srl in September 2005, the Group acquired a 39% holding in Target Diagnostica srl,
a company registered in Italy. The Directors consider the material transactions undertaken by the Group during the period since
acquisition with Target Diagnostica srl as follows:
Amount of Amount due 
transaction from/(to)
in the year to related party at
31 December 31 December
2005 2005
Type of Transaction £’000 £’000
Deferred consideration owed to
Target shareholders
– due after more than one year — 182
— 182
Supply of goods for resale 49 49
Purchase of goods (5) (5)
Key management personnel
Details of transactions with key management personnel are shown in the Remuneration Report on pages 18 to 21.
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
26 Explanation of transition to adopted IFRS
As stated in note 1, these are the Group’s first consolidated financial statements prepared in accordance with Adopted IFRS.
The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 December 2005,
the comparative information presented in these financial statements for the year ended 31 December 2004 and in the preparation
of an opening IFRS balance sheet at 1 January 2004 (the Group’s date of transition).
In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements prepared
in accordance with its old basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP to Adopted IFRS
has affected the Group’s financial position, financial performance and cash flows is set out in the following tables and the notes
that accompany the tables.
Notes to the adjustments made for the transition to IFRS from UK GAAP
Dividends
Under UK GAAP dividends proposed were included in the Group accounts and dividends proposed and paid were shown
on the face of the profits and loss account. In accordance with IFRS we have only included dividends paid in these accounts
and they are shown as a movement on reserves. The details of the dividends paid and proposed are shown in note 20.
Equity settled transactions
In accordance with IFRS 2 share options granted since 7 November 2002, which had not vested at 1 January 2005, have been fair
valued at the date of grant and this fair value is being amortised over the vesting period of the options in issue. This charge is
effective from 1 January 2004 and the equivalent amount is credited to retained profits in the balance sheet.
Goodwill
Under UK GAAP the Group’s policy was to amortise goodwill over 20 years. Under IFRS 3 there is no amortisation of goodwill,
so goodwill amortisation charged in 2004 has been excluded from the restated accounts and the carrying value of goodwill
on the balance sheet is retained at the value stated under UK GAAP at the start of 2004.
Gains or losses included in the hedging reserve are then recycled to profit or loss when the forecasted transaction occurs. This change
in accounting has been applied only from 1 January 2005 as an opening balance adjustment at that date.
Impairment reviews
Under IFRS an impairment review is required every year for tangible and intangible assets that have not been amortised.
An impairment review of goodwill has been carried out and no adjustments are required.
Foreign exchange forward contracts
Under UK GAAP the notional gains and losses on future forward exchange contracts were noted in the accounts, but not recognised
in the results for the Group. Under IFRS at 1 January 2005, the fair value of these contracts is recognised in the balance sheet at the
period end date, with the equivalent amount shown in the hedging reserve. This treatment is permissible as the contracts are 100%
effective as a hedge of future cash flows. Following this date, the effective portion of fair value movements is taken to the hedging
reserves if IAS 39 criteria is not met.
Fair value adjustments in relation to Tecra Holdings Pty Limited
Subsequent to the publication of the interim results, the Directors received clarification of the taxation treatment of certain acquired
intangible assets in Tecra Holdings Pty Ltd resulting in an increase in deferred tax liabilities and goodwill. In addition a provision
has been recognised as of the acquisition date relating to the obligation to return the Tecra premises to their original condition
at the end of the lease. The provision resulted in an adjustment to deferred tax assets and goodwill.
Reconciliation between comparative figures under IFRS and previously published data (UK GAAP)
Profit and loss account
UK Share Fair value Adjusted 
GAAP options Goodwill adjustments IFRS
Year to 31 December 2004 £’000 £’000 £’000 £’000 £’000
Revenue 26,639 26,639
Cost of sales (13,108) (13,108)
Gross profit 13,531 13,531
Selling and distribution expenses (10,162) (41) 382 — (9,821)
Development costs (1,155) (1,155)
Profit before interest and taxation 2,214 (41) 382 — 2,555
Share of operating profit in joint venture & associate 76 76
Finance income 83 83
Finance costs (164) (164)
Profit before tax 2,209 (41) 382 — 2,550
Tax expense (843) (22) (865)
Net profit 1,366 (41) 382 (22) 1,685
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Biotrace International Plc Annual Report and Accounts 2005
26 Explanation of transition to adopted IFRS continued
Reconciliation between comparative figures under IFRS and previously published data (UK GAAP) continued
Consolidated balance sheet 
UK Translation Fair valueAdjusted 
GAAP Dividends reserve Goodwill adjustments IFRS
Year to 31 December 2004 £’000 £’000 £’000 £’000 £’000 £’000
Intangible assets 13,110 382 558 14,050
Property, plant and equipment 2,737 2,737
Investments in joint venture 154 154
Deferred tax asset 460 460
Trade and other receivables 100 100
Non-current assets 16,561 — — 382 558 17,501
Inventories 3,905 3,905
Trade and other receivables 5,047 5,047
Cash and cash equivalents 758 758
Current assets 9,710 ———— 9,710
Total assets 26,271 — — 382 558 27,211
Share capital 3,887 3,887
Share premium 9,921 9,921
Other reserves 419 284 (2) 701
Retained earnings 2,243 447 (284) 382 (22) 2,766
Shareholders’ equity 16,470 447 — 382 (24) 17,275
Minority interest 483 483
Total equity 16,953 447 — 382 (24) 17,758
Borrowings 2,917 2,917
Deferred tax liabilities 99 480 579
Provisions 110 102 212
Non-current liabilities 3,126 — — — 582 3,708
Borrowings 1,167 1,167
Income tax liabilities 183 183
Provisions 708 708
Trade and other payables 4,134 (447) 3,687
Current liabilities 6,192 (447) — — — 5,745
Total liabilities 9,318 (447) — — 582 9,453
Total equity and liabilities 26,271 — — 382 558 27,211
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
26 Explanation of transition to adopted IFRS continued
Reconciliation between comparative figures under IFRS and previously published data (UK GAAP) continued
Opening balance sheet for IFRS – 1 January 2004
The only adjustment required to the opening balance sheet at 1 January 2004 is the reversal of the dividend proposed for 2003
but not yet declared at the end of the year. This added £443,000 to the opening reserves as shown below:
Balance under Dividend Balance under 
UK GAAP adjustment IFRS
£’000 £’000 £’000
Total assets 24,926 — 24,926
Retained earnings (1,131) (443) (1,574)
Shareholders equity (15,086) (443) (15,529)
Total equity (15,578) (443) (16,021)
Liabilities (7,973) 443 (7,530)
Opening balance sheet – 1 January 2005
As permitted, IAS 39 has been applied only from 1 January 2005 with an opening balance adjustment of £20,000 made to a hedging
reserve to recognise the fair value of forward contracts at 1 January 2005.
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Biotrace International Plc Annual Report and Accounts 2005
Company Balance Sheet 
Biotrace International Plc
Restated
(note 27)
2005 2004
Note £’000 £’000
Fixed assets
Investments 28 17,728 16,447
Current assets
Debtors 29 4,760 1,034
4,760 1,034
Current liabilities
Creditors – less than one year 30 (1,933) (1,005)
Net current assets 2,827 (29)
Total assets less current liabilities 20,555 16,476
Creditors – greater than one year 31 (3,152) —
Total net assets/(liabilities) 17,403 16,476
Capital and reserves
Called up share capital 32 3,925 3,887
Share premium account 10,221 9,921
Merger reserve 390 390
Profit and loss account 2,867 2,278
Equity shareholders’ funds 32 17,403 16,476
These financial statements were approved by the Board on 31 March 2006 and signed on its behalf by:
I R Johnson P W J Morgan
Chief Executive Finance Director
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
27 Accounting policies – Company
The following accounting policies have been applied consistently in dealing with items which are considered material in relation
to the financial statements, except as noted below.
In these financial statements the following new standards have been adopted for the first time:
 FRS 20 ‘Share based payments’;
 FRS 21 ‘Events after the balance sheet date’;
 FRS 23 ‘The effects of changes in foreign exchange rates’;
 FRS 25 ‘Financial instruments: presentation and disclosure’; 
 FRS 26 ‘Financial instruments: measurement’; and
 FRS 28 ‘Corresponding amounts’.
The accounting policies under these new standards are set out below together with an indication of the effects of their adoption.
FRS 28 ‘Corresponding amounts’ has had no material effect as it imposes the same requirements for comparatives as hitherto
required by the Companies Act 1985. FRS 20 ‘Share based payments’ has had no impact as the Company did not have any
employees in either year and therefore has not recognised any charges in respect of equity settled transactions. No options were
exercised by subsidiary employees in either year in respect of options granted since 7 November 2002. The Company has taken
the option within FRS 20 not to account for options granted prior to this date. 
The impact of the implementation of FRS 21 has been to create a prior year adjustment which has increased retained profit
and net assets by £450,000 in relation to dividends proposed and not declared at 31 December 2004 (1 January 2004: increase
of £440,000) FRS 23, 25 and 26 have not resulted in any adjustments to the accounting under the previous standards.
Basis of preparation
The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost
accounting rules. Under section 230(4) of the Companies Act 1985 the Company is exempt from the requirement to present
its own profit and loss account. The Company is also exempt from FRS 22 ‘Earnings per share’ as this information is produced
in the consolidated accounts.
Under Financial Reporting Standard 1 the Company is exempt from the requirement to prepare a cash flow statement on the
grounds that a parent undertaking includes the Company in its own published consolidated financial statements.
As 100% of the Company’s voting rights are controlled within the Group headed by Biotrace International Plc, the Company has
taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities which
form part of the Group (or investees of the Group qualifying as related parties). 
Investments
Investments are stated at cost less any provision for impairment losses.
Dividends
Dividends are recognised as a liability in the period in which they are declared and appropriately authorised.
The Directors have proposed a final ordinary dividend in respect of the current financial year of £451,000/1.15p per share. This has
not been included within creditors as it was not approved before the year end.
Dividends paid during the year comprise a final dividend of £446,000/1.15p per share in respect of the previous year ended
31 December 2004, together with an interim dividend in respect of the year ended 31 December 2005 of £155,000/0.40p per share.
A dividend of £18,000 was paid to the previous minority shareholder following the acquisition of the remaining interest in Biotrace SA.
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the balance sheet date are translated to sterling at the foreign exchange rate
ruling at that date. Foreign exchange differences arising on translation are recognised in the Consolidated Income Statement. 
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate at the date of the transaction. 
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Biotrace International Plc Annual Report and Accounts 2005
27 Accounting policies – Company continued
Tax
The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences
between the treatment of certain items for taxation and accounting purposes. 
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for
taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required
by FRS 19.
Deferred consideration
The deferred consideration relates to the additional consideration to acquire the remaining 38% interest in Biotrace MicroSafe
in three years time. It is based on the current best estimate of the profitability over that period which will determine the amount
of consideration to be paid. 
Financial instruments
Full details of the Company’s policy in relation to financial instruments and management of financial risk are set out in note 24.
The Company does not hold any derivatives and there is no material difference in the fair value and carrying value of any financial
instruments held by the Company.
Included within creditors is a Euro floating rate loan, details of the interest rate of the loan and repricing analysis is shown in note 24.
Staff costs and directors remuneration
The Company had no employees in either year. The remuneration of the Directors is shown on page 20 of the Remuneration Report.
Auditors’ remuneration
Remuneration paid in respect of the audit of the Company was £15,000 (2004: £8,000).
28 Fixed asset investments – Company
Shares in Loans to Loans to
Group Group joint
undertakings undertakings ventures Total
£’000 £’000 £’000 £’000
Cost
At beginning of year 12,893 3,413 141 16,447
Additions 1,881 — — 1,881
Transferred to amounts owed by Group companies — (600) — (600)
At end of year 14,774 2,813 141 17,728
The investments have increased following the acquisition of Biotrace MicroSafe (£1,131,000), the purchase of the remaining interest
in Biotrace SA (£474,000) and purchase of additional share capital in Biotrace Maltec AS (£276,000).
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Biotrace International Plc Annual Report and Accounts 2005
Notes to the Financial Statements continued
for the year ended 31 December 2005
29 Debtors – Company
2005 2004
£’000 £’000
Amounts owed within one year
Prepayments 4 8
Other debtors 11 54
Amounts owed by Group companies 4,645 872
4,660 934
Amounts due after more than one year
Due from joint venture companies 100 100
Total receivables 4,760 1,034
30 Creditors due in less than one year – Company
Restated
(note 27)
2005 2004
£’000 £’000
Bank loan 569 —
Bank overdraft 1,168 32
Other creditors 20 —
Corporation tax 51 —
Accruals 96 123
Deferred consideration (Fred Baker Scientific Ltd) — 850
Deferred consideration (MicroSafe srl) 29 —
1,933 1,005
The bank overdraft in the Company is held at HSBC and is offset on a Group basis against other accounts in HSBC.
31 Creditors due in more than one year – Company
2005 2004
£’000 £’000
Bank loans 2,134 —
Deferred consideration – MicroSafe srl 1,018 —
3,152 —
32 Issued share capital – Company
2005 2004
£’000 £’000
Authorised:
50,000,000 10p ordinary shares 5,000 5,000
Allotted, called up and fully paid:
39,252,627 10p ordinary shares 3,925 3,887
387,748 new ordinary shares were issued to satisfy part of the investment in Biotrace MicroSafe srl – the premium on these shares
has been credited to the share premium account. In 2004, 575,000 new ordinary shares were issued to satisfy options and warrants
exercised during the year and the premium on these shares was credited to the share premium account.
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Biotrace International Plc Annual Report and Accounts 2005
33 Reconciliation of movements in equity shareholders’ funds – Company 
2005 2004
£’000 £’000
Profit for financial year 1,194 697
Dividend paid (605) (537)
589 160
Shares issued 338 272
Exchange difference on translation — —
Net addition to equity shareholders’ funds 927 432
Opening equity shareholders’ funds (originally £16,026,000 (2004: £15,604,000)
before adding prior year adjustment of £450,000 (2004: £440,000) 16,476 16,044
Closing equity shareholders’ funds 17,403 16,476
34 Reserves
Share Merger Profit and
premium reserve loss account Total
£’000 £’000 £’000 £’000
At 1 January 2005 9,921 390 1,828 12,139
Prior year adjustment — — 450 450
At 1 January 2005 as restated 9,921 390 2,278 12,589
Shares issued 300 — — 300
Dividends paid — — (619) (619)
Profit for the year — — 1,208 1,208
At 31 December 2005 10,221 390 2,867 13,478
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Biotrace International Plc Annual Report and Accounts 2005
Notice of Annual General Meeting
of Biotrace International Plc
Notice is hereby given that the tenth Annual General Meeting of the members of Biotrace International Plc will be held at The Science
Park, Bridgend on 11 May 2006 at 10:30 a.m. for the following purposes:
Ordinary business
1. To receive and consider the Directors’ Report and Independent Auditors’ Report and the financial statements for the year ended
31 December 2005 (Resolution No 1).
2. To declare a final dividend of 1.15p net per share for the year ended 31 December 2005 (Resolution No 2).
3. To re-elect Mr P W J Morgan as a Director who retires by rotation (Resolution No 3).
4. To re-appoint KPMG Audit Plc as Auditors (Resolution No 4).
5. To authorise the Directors to agree the Auditors’ remuneration (Resolution No 5).
6. To approve the Directors’ Remuneration Report for the year ended 31 December 2005 (Resolution No 6).
Special business
7. To consider and, if thought fit, pass the following as an Ordinary Resolution:
THAT the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot
relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to an aggregate nominal amount of
£1,308,419 (which represents one-third of the issued ordinary share capital of the Company as at 31 March 2006) in substitution
for any authority previously conferred upon them provided that this authority shall expire on the date of the next Annual
General Meeting of the Company after the passing of this resolution or 30 June 2007, whichever is the earlier, save that the
Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted
after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority
conferred hereby had not expired (Resolution No 7).
8. To consider and, if thought fit, pass the following as a Special Resolution:
THAT subject to the passing of Resolution No 8, the Directors be and are hereby empowered pursuant to Section 95
of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of the said Act) for cash pursuant
to the authority conferred by Resolution No 8 and/or to sell equity securities held as treasury shares for cash pursuant
to section 162D of the said Act, in each case as if sub-section (1) of Section 89 of the said Act did not apply to any such
allotment provided that this power shall be limited to:
(a) any such allotment and/or sale of equity securities in connection with an issue in favour of ordinary shareholders (whether
by way of a rights issue, open offer or otherwise) where the equity securities respectively attributable to the interests
of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held
by them, but otherwise subject to such other exclusions or other arrangements as the Directors may deem necessary
or expedient in respect of fractional entitlements and overseas shareholders, and
(b) any such allotment and/or sale (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate
nominal value of £196,263 (which represents 5% of the issued ordinary share capital of the Company as at 31 March 2006)
and shall expire on the date of the next Annual General Meeting of the Company after the passing of this resolution or 30 June 2007,
whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might
require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors
may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement
as if the power conferred hereby had not expired (Resolution No 8).
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Biotrace International Plc Annual Report and Accounts 2005
9. To consider, and if thought fit, pass the following as a Special Resolution:
That the Company be and is hereby unconditionally and generally authorised pursuant to Article 70 of the Articles of
Association of the Company and in accordance with the provisions of section 166 of the Companies Act 1985 (“the Act”),
to make market purchases (as defined in section 163 of the Act) of ordinary shares of 10 pence each in the capital
of the Company provided that:
(a) the maximum number of ordinary shares hereby authorised to be purchased is 3,925,262;
(b) the minimum price which may be paid for any such ordinary shares is 10 pence per share;
(c) the maximum price which may be paid for any such ordinary shares is, in respect of a share contracted to be purchased
on any day, an amount equal to 105% of the average of the middle market quotations for ordinary shares as derived from
the Daily Official List of the United Kingdom Listing Authority on the five business days immediately preceding the day
on which any such ordinary Share is contracted to be purchased; and
(d) the authority hereby conferred shall expire on the date of the 2007 Annual General Meeting or 30 June 2007, whichever
is the earlier (but so that this power shall enable the Company to make offers or agreements before the expiry of this
authority which would or might require ordinary shares to be purchased by the Company after the expiry of this power)
(Resolution No 9).
By order of the Board
P W J Morgan
Secretary
The Science Park
Bridgend CF31 3NA
31 March 2006
Notes
(1) A member of the Company is entitled to attend and vote at the above meeting and is entitled to appoint a proxy (or proxies) to attend and, on a poll,
vote instead of him. A proxy need not be a member of the Company.
(2) A form of proxy is enclosed. The appointment of a proxy will not prevent an ordinary shareholder from subsequently attending and voting at the
meeting in person.
(3) To be effective, the form of proxy and the power of attorney or any other written authority (if any), under which it is signed or a notarially certified copy
or a copy certified in accordance with the Powers of Attorney Act 1971 of such power or authority must be lodged with the Company’s registrars, Capita IRG,
The Registry, Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time appointed for the meeting or adjourned meeting.
(4) Copies of all contracts of service under which Directors of the Company are employed by the Company or any of its subsidiaries are available for inspection
at the Company’s registered office during business hours or any weekday (Saturdays and public holidays excluded) from the date of this notice until
the date of the Annual General Meeting and will also be available for inspection at the place of the meeting from 15 minutes before it is held until
its conclusion.
(5) Shareholders whose shares are held in CREST may use the CREST electronic appointment service in accordance with the following procedure:
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by following the procedures
described in the CREST Manual, CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting
service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy instruction’) must be properly
authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST
Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously
appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (IC: RA10) by the latest time for receipt of proxy
appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner
prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(6)(a) of the Uncertificated
Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that CRESTCo does
not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation
to the input of CREST Proxy instructions. It is the responsibility of the CREST member concerned to rate (or, If the CREST member is a CREST personal
member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)
such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
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Biotrace International Plc Annual Report and Accounts 2005
Five Year Record
2001
2005 2004 2003 2002 restated
Revenue (£’000) 29,336 26,639 19,901 12,502 9,601
Profit before restructuring costs and taxation (£’000) 2,943 2,707 3,497 2,196 1,755
Restructuring costs (£’000) (337) (157) (185) (182) (65)
Exceptional revenue — ——— 247
Profit before taxation (£’000) 2,606 2,550 3,312 2,014 1,937
Profit after taxation and minority interests (£’000) 1,711 1,694 2,732 1,664 1,665
Earnings (£’000) 1,711 1,694 2,732 1,664 1,665
Average shares in issue (No. 000) 38,979 38,634 37,073 36,379 34,664
Earnings per share 4.39p 4.38p 7.37p 4.57p 4.80p
Diluted earnings per share 4.37p 4.35p 7.24p 4.49p 4.78p
Earnings per share before exceptional items 5.00p 3.84p 7.78p 5.00p 4.22p
Dividend per share 1.55p 1.40p 1.15p 0.96p 0.8p
Shareholders’ funds (£’000) 19,321 17,275 15,086 10,803 9,368
Net asset value per ordinary share in issue 49p 42p 39p 30p 27p
Figures for 2001 were adjusted to reflect the adoption of FRS 19 ‘Deferred tax’. The Group has adopted IFRS for reporting periods
for 2004 onwards. 2001–2003 have been reported under UK GAAP. The main adjustments required to restate 2001–2003 would
be to add back the amortisation of goodwill and to recognise the expense of equity settled transactions. Further details are set out
in note 26.
Financial Calendar
11 May 2006 Annual General Meeting
September 2006 Announcement of interim results for the six months ended 30 June 2006
March 2007 Announcement of preliminary results for the year ended 31 December 2006
For additional copies of this Report and Accounts or for any further information on Biotrace International Plc, please contact:
Peter Morgan, Finance Director
Biotrace International Plc
The Science Park
Bridgend CF31 3NA
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