Glisten plc
Annual Report 2006
glisten
Glisten plc Annual Report 2006 The majority of products are available in virtually any packaging format and in colours and flavours to
meet individual requirements.
In addition to our own brands we work with many of the industries’ leading names in retail, wholesale
and manufacturing to develop and produce individually tailored products and packs.
Glisten plc is a fast-growing confectionery, snack foods and
specialist ingredients group. It serves a wide variety of customers
including many high street retailers, major food manufacturers,
the foodservice sector and global export markets.
The principal activities of Glisten are the manufacture of
chocolate and sugar-based confectionery, cereal and health
bars, and specialist confectionery ingredients.
CONTENTS
Highlights 01
Glisten At A Glance 02
Industry Awards 03
Chairman’s Statement 04
Chief Executive’s Review 08
Finance Director’s Report 14
Company Information 16
Directors’ Report 17
Directors’ Remuneration 20
Statement of Directors’ Responsibilities 22
Independent Auditors’ Report 23
Consolidated Profit and Loss Account 24
Balance Sheets 25
Consolidated Cash Flow Statement 26
Notes to the Financial Statements 27
Five Year Summary 43
Notice of Meeting 44
Shareholder Information 47
Timeline 48
Consumer-led innovation for the 
confectionery and snack foods market  Turnover increased 35% to £55.6m (2005: £41.2m)
 EBITDA (pre-exceptional) up 52% to £7.3m (2005: £4.8m)  
 Profit before tax, amortisation and exceptional item increased 60% to £4.84m (2005: £3.02m)
 Diluted adjusted earnings per share up 34% to 27.0 pence (2005: 20.3 pence)
 Strong cash generation from operations — doubled at £7.7m (2005: £3.9m)
 Final dividend of 1.0 pence (2005: 0.6 pence) per share proposed, up 67%
TURNOVER PROFIT BEFORE TAX 
AND AMORTISATION AND
EXCEPTIONAL ITEM
ADJUSTED EARNINGS
PER SHARE
increased 35% to £55.6 million
(2005: £41.2 million)
increased 60% to £4.84 million
(2005: £3.02 million)
up 30% to 28.3 pence 
(2005: 21.8 pence)
£55.6m £4.84m 28.3p 1.75p
+
35%
+
60%
+
30%
DIVIDEND GROWTH
up 59% to 1.75 pence 
(2005: 21.8 pence)
+
59%
Highlights
01
14.3m
2002
15.6m
2003
20.8m
2004
41.2m
2005 2006
1.46m
2002
1.36m 
2003
1.80m 
2004
3.02m 
2005 2006
9.7p 
2002
11.9p 
2003
14.4p 
2004
21.8p 
2005 2006
0.0p 
2002
0.0p 
2003
0.5p 
2004
1.1p 
2005 2006
“This record performance is the result of harnessing the
acquisitions made over the last three years and focusing strongly
on operational excellence, growth through cross-selling our
broadening product range, and innovation. We are now a leading
producer of premium nut and fruit-based confectionery, a major
player in the fast growing healthier-snacking sector via our broad
range of organic, natural, fairtrade and ‘free-from’ impulse-foods,
and a vibrant ingredients producer focused on added-value
‘inclusions’ for industry.”
“The market for our products is growing well and I therefore believe
that the prospects for continued organic growth look very good. It
remains our intention to acquire further high quality businesses
which compliment our strategy in order to extend the scope of the
Glisten group.”
Paul Simmonds
Chief Executive Glisten at a Glance
02 Glisten plc Annual Report 2006
Glisten Confectionery
Glisten plc
Halo Foods
Lyme Regis Fine Foods
Nimbus Foods
Blackburn
Skegness
Tywyn
Newport
Liphook
Rotterdam
Dolgellau
Leeds 03
Glisten Confectionery operates from two sites. One is in Blackburn
which manufactures chocolate coated fruits and nuts, sugar coated
chocolate, foiled chocolate balls and eggs, and chocolate buttons.
The second factory, based in Skegness and formerly F. Fravigar
Limited, manufactures gums, jellies, pectin jellies, boiled sweets and
a range of toffee products.
Halo Foods is the UK’s premier
designer and manufacturer of
cereal bars to meet all tastes
and specifications and operates
from two factories in Wales
situated in Newport and Tywyn.
It has its head office in Tywyn. 
Lyme Regis is a branded manufacturer of organic and wholefood
fruit and cereal bars and is based in Liphook, Hampshire.
Nimbus Foods provides barrier coating solutions for the food
manufacturing industry and is based in Dolgellau, Wales.
Industry Awards Chairman’s Statement
04 Glisten plc Annual Report 2006
This is our fourth year as an AIM-listed company and it is with great
pleasure that I announce another record year of turnover and profits
for our company. This year has seen real progress in performance
at all our operating divisions, whilst the acquisition of Lyme Regis
Fine Foods Limited (LRFF) on 12 December 2005 reinforces
Glisten’s position in the fast growing healthier and better for you
sections of the UK snacking and confectionery market. The
acquisition of LRFF saw Glisten enter the organic cereal and fruit
bar sector complementing the market leading position held by Halo
Foods. With benefits beginning to flow from this year’s capital
expenditure and recent acquisitions, we look forward to the current
year with confidence. 
RESULTS
Our results for the year show that the profit before taxation,
amortisation and exceptional items rose by 60% to £4,840,000
(2005: £3,017,000) on turnover of £55,630,000 (2005:
£41,219,000), up 35% overall and more than 8% on a like-for-like
basis. The profit after taxation, but before amortisation and
exceptional items, was up 51% to £3,787,000 (2005: £2,508,000).
The adjusted earnings per share increased by 30% to 28.3p 
(2005: 21.8p) and on a diluted basis was ahead by 34% to 27.0p
(2005: 20.3p).
Our net borrowings ended the year at £12,142,000 (2005:
£9,433,000) giving gearing of 58% (2005: 52%). 
DIVIDENDS
The Board is pleased to recommend the payment of a final
dividend payment for the year ended June 2006 of 1.0 pence
(2005: 0.6 pence) per ordinary share, making 1.75 pence (2005:
1.1 pence) for the year, an increase of 59%. It is our intention to
grow the dividend distribution sensibly going forward. If approved,
the final dividend will be paid on 10 November 2006 to
shareholders on the register at the close of business on 
13 October 2006.
Meeting the high demands of our
customers and the rapidly changing
needs of today’s food consumers. 05
ACQUISITIONS
In December the Group acquired the entire share capital of Lyme
Regis Fine Foods Limited.
In view of the progress made at Halo Foods which is described in
more detail in the Chief Executive’s review, we have now provided
the full amount of deferred consideration amounting to £8,000,000
in these financial statements. At 30 June 2006, the Group has an
amount of £5,000,000 outstanding payable in two instalments of
£2,500,000 in March 2007 and March 2008. Of the £2,500,000
due in March 2007, £1,558,000 is fixed and will be satisfied by 
cash of £223,000 and 2007 loan notes of £1,335,000.
STRATEGY
Since our admission to AIM in June 2002 we have completed
seven acquisitions that have created a multi sector food group with
a broad manufacturing capability in three specific product areas: 
confectionery, cereal and fruit bars, and ingredients. Whilst our
product range increasingly demonstrates our focus on healthier
responsible food, the Group also has other differentiating
characteristics:
 A broad customer base without reliance on any one major multiple.
 Effectively no seasonality.
 A skilled decentralised management team.
 Consistently strong operating cash flows (in 2005/6 we delivered
£14 of operating cash for every £100 of sales).
 Higher than average growth in key market areas such as organic
products, ‘free-from’ and impulse-foods.  Chairman’s Statement continued
06 Glisten plc Annual Report 2006
Going forward it is our intention to continue to build on this model
both through product development focused on health and
responsibility and by acquiring companies whose products meet
consumers needs for snacks with a ‘well-being’ dimension.
Alongside this, if we are to maximise shareholder returns, we need
to constantly improve our communication of this strategy to a
broader investment community so that investors, and potential
investors, understand the full potential of the Group we are building.
STAFF 
The Board joins me in welcoming the employees of LRFF to the
Group and thanking all our employees for the efforts they have
made in our fourth year of trading, without whose commitment we
would not have achieved another record performance. 07
SHAREHOLDERS
Our private shareholder base has increased in number by 27% to
around 720 shareholders (2005: 568). It is the Board’s intention to
communicate fully with all shareholders, current and future, and in
so doing continually build awareness and understanding of 
Glisten plc. 
OUTLOOK
Acquisitions are a priority for the Board and remain integral to the
buy and build strategy that we are developing in the confectionery
and snacking sectors of food manufacture.
The current year has started well in spite of the hotter than average
weather in July with sales ahead for the first 2 months of the
current year by 8%. We are very confident of another excellent year.
Jeremy Hamer
Chairman
11 September 2006 Chief Executive’s Review
08 Glisten plc Annual Report 2006
REVIEW OF THE PERIOD
Glisten plc has had an exciting and rewarding year in which we
have seen record sales of £55,630,000, up from £41,219,000, and
a further substantial increase in operating profit before goodwill,
amortisation and exceptional items to £5,628,000, up 53% from
£3,668,000 last year. 
This record performance is the result of harnessing the acquisitions
made over the last three years and focusing strongly on operational
excellence, growth through cross-selling our broadening product
range, and innovation. These three areas are the engine of our
business.
I am particularly pleased at the levels of organic sales growth we
continue to achieve, with Halo Foods, Glisten Confectionery, and
Lyme Regis Foods all recording strong underlying growth. This
remains a key driver for us as we believe that it demonstrates that
Glisten is providing products which meet the high demands of our
customers and the rapidly changing needs of today’s food
consumers.
Alongside our record sales and profits performance, net cash flow
from operating activities was also at record levels with £7,729,000
being generated, up from £3,872,000 last year.
Glisten has grown and evolved substantially from the business we
brought to AIM in June 2002. We are now a leading producer of
premium nut and fruit-based confectionery, a leader in the fast
growing healthier-snacking sector via our broad range of organic,
natural, fairtrade and ‘free-from’ impulse-foods, and a vibrant
ingredients producer focused on added-value ‘inclusions’ for
industry.
Our strategy has taken us to the most dynamic and exciting part of
tomorrow’s snacking and impulse-foods market and we believe that
the prospects for continued growth and above average margins
remain strong.
Products at the forefront of current
food thinking in terms of health, well-
being, responsibility and nutrition. 09
PRODUCTS
We believe that one of the reasons for our success is that we can
move quickly, respond more effectively and, therefore, stay at the
cutting-edge of our chosen markets. We also believe that we have
an obligation to provide products which are at the forefront of
current food thinking in terms of health, well-being, responsibility
and nutrition.
Our mission is to do all this whilst creating great tasting impulse
foods for our retail, wholesale, international, diet-club, foodservice,
and industrial customers.
In order to achieve this goal, during 2006 we instigated a project to
remove all hydrogenated fats, trans-fats and artificial colours and
flavours from our entire product range Group-wide. This has meant
reconstituting a number of product formulations and selling in the
benefits to our customers. All new product development projects
now have this as a central guideline and the change for all existing
products will be completed by the end of this financial year in all
but our ingredients business where the transition will take slightly
longer.
PEOPLE AND VALUES
Glisten’s total workforce now numbers nearly 700 across eight
sites. None of the progress we have made in 2006 would have
been possible without the huge contribution, commitment and
goodwill shown by our workforce at all levels of the business.
Glisten is a fast and dynamic place to work and I would like to
thank everybody in our business for their response. We are
determined to make Glisten a large and exceptional business and
we can only achieve this with highly skilled and committed people.
HEADLINE REVIEW OF DIVISIONAL PERFORMANCE
Glisten Confectionery Division (GC)
Our Confectionery Division generated sales of £27.6m, up 8.4%
from £25.5m last year.
Sales of chocolate coated fruits and nuts performed well,
demonstrating both the premium quality of our product offering and
consumers’ continued interest in naturally based indulgent treats
and confectionery. Other strong areas of sales growth were
chocolate buttons/balls where the World Cup lifted sales of novelty
lines, and popcorn where our introduction of various luxury and
coated variants saw strong sales growth. 
Sales of sugar-based confectionery including gums, jellies and
boiled sweets from our Skegness site were level with last year
which was indicative of price competition in these sectors and
importantly, the first year of consolidated management by the GC
team. We are very confident that through increased product
differentiation and more focused selling of the Skegness range we
will see strong growth in GC again in the year ahead.
The GC team implemented the replacement of its entire IT
infrastructure and moved to a new ERP system in May of this year.
This was a major element of our 2006 capital plan and I am
pleased to advise that the Project was implemented on time, within
budget and without business disruption. The system was
successfully extended to embrace Skegness in July 2006 giving us
one integrated Confectionery Division for the first time. Chief Executive’s Review continued
10 Glisten plc Annual Report 2006
Halo Foods Division (HF)
Halo has completed a major period of reconstruction and has
performed strongly, in line with our original expectations for this
exciting business. Sales were £21.9m, down 8% compared to the
same period last year (this includes the six months prior to Glisten’s
ownership), but this masks strong underlying sales growth from
retained and new business.
When we acquired Halo in December 2004 we outlined a major
restructuring plan based on reducing the cost-base, removing its
dependence on low-margin sales contracts, and increasing the
level of innovation in order to attract new and lapsed customers.
Our first 18 months can therefore be centred on three initiatives:
 Removing underperforming sales and making Halo lean, fast
and responsive. This has resulted in the removal of
approximately £2.5m of low-margin sales during the period. 
This year’s strong sales performance therefore is net of this
‘house-keeping’.
 Revamping innovation, creating new products and new
customer relationships. This has involved a complete overhaul of
the new product development and technical regime and the
introduction of a new sales/marketing team. This programme
has been extremely successful and the underlying rate of sales
growth is accelerating and is now in excess of 10% per annum.
 Halo produces approximately 200 million specialist snack bars
per annum, each of which was being hand packed into
consumer cartons. We decided to invest to increase
manufacturing efficiency by automating the packing lines in both
of Halo’s production sites. This was completed in November
2005 and early February 2006 respectively. 
The change in the culture of the business and improved
effectiveness with customers is demonstrated by Halo winning
Tesco’s Health and Beauty category Product of the Year for Tesco
Low GI bars in April this year. 
Halo is the leading independent producer of specialist cereal, health
and snack bars in Europe. With a new management team and a
strong plan in place for 2007 we expect continued progress. 11
Lyme Regis Fine Foods (LRFF)
Lyme Regis was acquired in December 2005 and these results
therefore include just over six months of sales. 
Sales since acquisition were £2.6m, up 16% from £2.2m in the
same period last year (outside Glisten’s ownership). Lyme Regis has
integrated well and is proving itself to be an excellent addition to
our Group. 
All Lyme Regis products are either organic, natural or ‘free-from’
and feature strongly in most of the major retailers’ new healthy-
eating ranges. Most products are Lyme Regis branded and
therefore our Group has a strong position in the healthy snacking
category in both branded (through LRFF) and own label 
(through Halo).
Lyme Regis has been extremely active since acquisition and in
recent months we have secured new listings for the ‘La Fruit’
snacking range, relaunched the best-selling ‘Fruitus’ range and
developed and launched a range of ‘Lyme Regis Belgian Chocolate
Organic Raisins’. These products were developed in collaboration
with the team at Nimbus Foods and are made in the Nimbus
factory in Dolgellau. 
I am pleased to report that Lyme Regis Belgian Dark Chocolate
Raisins were voted best Organic Confectionery Product at this
year’s Organic Food Awards. This follows the ‘Q’ quality-award for
best Organic/Fairtrade product won in 2005 by our ‘Seven Seeds
and Nuts’ bar. 
During this half we also established important new relationships
with both Disney and Warner Bros and developed new ranges of
fruit and cereal bars (respectively) which will be character
merchandised and co-branded.
All of these initiatives illustrate the rapidly growing momentum at
Lyme Regis, the growth in our niche-brands business, and the
opportunities that now exist to collaborate across the Glisten
Group. 
Nimbus Foods (NF)
We are delighted with the progress made in Nimbus. Sales were
£4.0m, level with the same period last year, but for the first time in
its history Nimbus recorded consistent profits and cash generation.
This was driven by a clearer strategy, improved customer and
product mix, and a tighter control of costs. As with Halo, there has
been a need to restructure the team, remove low-margin sales and
create new value-added revenues and the Nimbus team has
responded very effectively to all these challenges.
During the year we invested £255,000 to increase throughput rates
via the addition of a new boiler, and on three new premium product
capabilities — fudge, meringue and honeycomb. Two of these
projects were completed during the year and have already begun to
contribute new sales and profits whilst the other two will be
completed in the first quarter of the new financial year.
The Nimbus site at Dolgellau is now both ‘nut-free’ and organic
certified and we expect to use this and the strong development
capabilities of both businesses as a platform to increase the
collaboration between Nimbus and Lyme Regis going forward. 
Our ambition now is to move Nimbus into strong sales growth and
to that end we have increased the business development team
through the appointment an additional senior sales development
manager. Chief Executive’s Review continued
12 Glisten plc Annual Report 2006
SEASONALITY
Glisten Group sales for the year are now split almost precisely
50:50 with £27.4m in the first half of this year and £28.2m from the
second half.
Christmas sales in our Confectionery division are still important but
represent less than 5% of overall Group sales. Sales of Easter-
specific confectionery products also represent up to 5% of all sales.
Within Nimbus Foods 60% of sales come in the summer months;
this is because Nimbus is a major supplier of coatings and
inclusions for major brand ice-cream companies.
UTILITY COST PRICES
As outlined in our interim report in March, increased utility costs,
particularly electricity and gas, together with the fuel-driven effect of
increased transportation costs has had an adverse impact on the
performance of most manufacturers.
Glisten has not been immune from this cost pressure but these
results demonstrate that we respond to these pressures as we
would any material change in our cost-base — by heightening
focus on waste management, efficient and ‘clever’ manufacturing,
and achieving a sensible return for our products. 
We make almost 300 million healthy
snacking bars each year. 13
FUTURE PROSPECTS 
Glisten plc has made tremendous progress this year but the most
pleasing aspect of our effort is the level of potential that we are
carrying into the new financial year. Our increasing emphasis on
healthier, ethical and natural snacks and confectionery is paying off.
The market for our products is growing well and I therefore believe
that the prospects for continued growth look very good. It remains
our intention to acquire further high quality businesses which
complement our strategy in order to extend the scope of the 
Glisten Group. 
Paul Simmonds
Chief Executive
11 September 2006
21%
11%
30%
22%
10%
6%
SALES PRODUCT TYPE
Approximately 20% of sales are branded — 
Lyme Regis; SunMaid; Halo; Victoria; Glisten
 Coated fruits / nuts
 Slimming nutrition
 Healthy snacking
 Organic & natural snacks
 Confectionery
 Inclusions Finance Director’s Report
14 Glisten plc Annual Report 2006
RESULTS
Once again I am pleased to report that the Group’s results for the
year ended 30 June 2006 show another significant improvement in its
financial performance with revenue, profit before tax and amortisation,
earnings per share, dividends per share and year end operating cash
all reaching record levels for the fourth successive year.
Net interest charges payable during the year were £788,000 (2005:
£651,000) reflecting the growth of borrowings which took place as
a direct result of the acquisitions made during the year. Interest was
covered on a pre-amortisation and exceptional basis 7.1 times
(2005: 5.6 times).
EARNINGS PER SHARE 
The FRS 22 basic earnings per share in the year as per note 8 was
18.1p (2005: 10.2p), up 77%. 
The adjusted basic earnings per share has increased by 30% to
28.3p (2005: 21.8p) and the adjusted diluted earnings per share by
34% to 27.0p (2005: 20.3p).
TAXATION
The effective rate of taxation in the year on profit after goodwill is
29.9% (2005: 28.2%). The deferred taxation liability carried forward
at 30 June 2006 was £1,169,000 (2005: £1,362,000).
EQUITY FUNDING
On 12 December 2005 we issued to the vendor of Lyme Regis Fine
Foods Limited 155,063 shares worth £500,000 and throughout the
year employees and directors exercised options over 260,000
ordinary shares raising a further £59,500. A total of 415,063 shares
were issued during the year raising £559,500.
ACQUISITION OF LYME REGIS FINE FOODS LIMITED
On 12 December 2005 we acquired 100% of the share capital of
Lyme Regis Fine Foods Limited and details of that acquisition are
shown in note 9 of these Financial Statements.
ACQUISITION OF HALO FOODS LIMITED
During the current financial year we have increased the provision for
deferred consideration by £2,495,000 to £8,000,000. The deferred
consideration due on operating profits in the year to 31 December
2005 was £4,558,000 with the balance expected to be earned in
line with forecast profits in the year to 31 December 2006. Some
small fair value adjustments of £43,000 in respect of onerous
contracts and £80,000 in respect of maintenance stocks have been
made together with a write-back of deferred taxation overprovided
giving a net adjustment of £88,000. An amount of £179,000 has
been provided in respect of deferred consideration funding costs. 
CASH FLOW
The net cash inflow from operating activities during the year was
£7,729,000 (2005: £3,872,000) and arose due to a strong
operating cash performance before interest, taxation and working
capital movements of £7,064,000 (2005: £4,640,000). Decreases in
working capital during the year accounted for the difference of
£665,000 (2005: an increase of £768,000). This reflects a strong
conversion of profits to cash over a 2 year period of 100%. 15
The Group has continued its targeted capital expenditure
programme. At Halo we have spent £700,000 on automating
packing lines at both our factories, £255,000 on new capabilities in
Nimbus, and £300,000 on a new Enterprise Resource Planning
System (ERP) for the Confectionery Division. Total capital
expenditure in the year amounted to £2,033,000.
Before acquisitions and disposals the Group generated free cash of
£5,104,000 (2004: £1,338,000) which was used to pay deferred
consideration of £3,046,000 with the balance part funding
acquisitions in the year of £4,692,000. The balance was funded by
an increase in net debt of £2,709,000 leaving net debt at 30 June
2006 at £12,142,000 (2005: £9,433,000) representing gearing of
58% (2005: 52%).
The Group expects to make a £3,300,000 payment in respect of
conditional deferred consideration during the current financial year
to the vendors of Halo Foods Limited and Lyme Regis Fine Foods
Limited but because of strong operating cash flows expected over
the coming year gearing will be at similar levels in June 2007.
BANK FACILITIES
The Group has loan facilities of £22,000,000 which are renewable
on 22 December 2009 consisting of two loan facilities amounting to
£15,000,000 and a revolving credit/overdraft facility of £7,000,000
provided by Barclays Bank at variable rates which currently average
1.33% (2005: 2.0%) over base rate. £5,000,000 of this loan is
repayable in quarterly instalments between March 2007 and
December 2009. The costs of raising these loans of £425,000 are
being written off over the life of the loan and during the year a sum
of £77,000 (2005: £32,000) was amortised. In the previous year the
Group repaid its borrowings to Bank of Scotland and charged to
profit and loss account £445,000 being the outstanding
amortisation and a termination charge of £45,000.
At 30 June 2006 the Group had headroom in its existing borrowing
facilities of £10,085,000 (2005: £8,614,000) providing ample scope
for further earnings enhancing acquisition opportunities.
EXCHANGE RATE RISK
The Group is not generally exposed to any material foreign currency
risks as the majority of its cash flows are in sterling. Transactions of
an immaterial nature are settled at spot rates whereas forward
currency contracts are used for transactions of a material nature.
There were no outstanding forward currency contracts at 30 June
2006 (2005: nil). 
The Group purchases certain of its raw materials in foreign
currencies but these are fixed at the time the order is placed. The
exception is sugar which is subject to a fortnightly sterling/euro
adjustment. This adjustment is kept under review and where it is
deemed appropriate exchange rates are fixed.
FORWARD CONTRACT RISK
The Group takes the opportunity to secure forward supplies of some
raw material commodities when prices are deemed to be favourable.
These contracts are managed under policies and procedures
approved and monitored by the Board on a monthly basis.
CREDIT RISK
The Group does not carry any credit risk cover on its major
customers. However, certain subsidiaries and divisions carry credit
insurance on some parts of their debtor book. The Group enforces
adherence to agreed credit terms rigidly. 
LIQUIDITY AND CASH FLOW RISK
The Board reviews the Group’s three year cash flow projections on
a regular basis and ensures that it has adequate bank facilities to
cover its borrowing requirements during this period. The cash flow
projections take account of the Group’s working capital peak,
capital investment plans, potential deferred consideration, and loan
note payments. Prudent assumptions are used in the preparations
of the projections and the Board ensures that bank facilities provide
a level of headroom to allow for unforeseen circumstances. The
Group has an interest rate swap which mitigates its exposure to
large interest rate fluctuations. This is set out in more detail in note
17 to these financial statements. 
DIVIDENDS
The Group has adopted FRS 21 with effect from these Financial
Statements and has restated the previous year.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)
The Group will be required to report for the first time under IFRS for
the year ended 30 June 2008, with the interim statement at 
31 December 2007 showing results under IFRS for the first time.
The Group has carried out an initial review of the changes required
and the principal areas that may impact on the Group are:
Share Options
The fair value of options will require charging to the profit and loss
account over the relevant measurement period. The UK standard FRS
20 captures the same information and the Group will be required to
report under this standard for the year ended 30 June 2007. 
Research and Development
Certain development expenditure is required to be capitalised under
IFRS. Current Group policy is to write off such expenditure as
incurred.
Goodwill
Under IFRS goodwill is tested annually for impairment, and write-
downs made if appropriate. No amortisation charge is made.
Current Group policy is to write goodwill off on a straight-line basis
over 20 years together with further impairment charges if required.
A further update on the impact of IFRS will be given in the interim
statement. 
Robert Davies
Finance Director Company Information
16 Glisten plc Annual Report 2006
DIRECTORS
Jeremy Hamer FCA (Chairman)
Paul Simmonds MBA (Chief Executive)
Robert Davies FCA MBA (Finance Director)
SECRETARY
Robert Davies FCA MBA
COMPANY NUMBER
4312585
REGISTERED OFFICE
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Directors’ Report
The directors present their report and the financial statements for
the year ended 30 June 2006.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
This is the fourth full trading year of the group since coming to the
market in June 2002. The group is involved in the manufacture and
sale of confectionery, ingredients and snacking products to major
retail multiples, independent retailers, industrial manufacturers, the
organic market and the food service sector. 
A review of the group’s performance during the year, with
commentary on the financial results and future development, is
contained in the Chairman’s statement, Chief Executive’s review
and the Financial Director’s report which are shown on pages 
4, 8 and 14.
On 30 June 2005 the business and assets of F.Fravigar Limited
were hived up into Glisten plc.
RESULTS AND DIVIDENDS
Profit before goodwill, exceptional items and amortisation, but after
taxation was £3,787,000 (2005: £2,508,000), an increase of 51%.
The directors recommend the payment of a final dividend for the
year of 1.0p per ordinary share (2005: 0.6p). This together with an
interim dividend paid on 5 May amounts to a total dividend of
1.75p (2005: 1.1p) for the year. If approved, the final dividend will
be paid on 10 November 2006 to shareholders on the register at
close of business on 13 October 2006.
The amount transferred to reserves before dividends was
£2,258,000 (2005: £1,165,000).
DIRECTORS
The directors who served during the year, together with their
beneficial and family interests in the company’s issued share capital
at the balance sheet date, were:
Ordinary 12.5p shares
2006 2005
J J Hamer (non-executive) 390,250 390,250
P S Simmonds 948,250 838,250
R A Davies 114,125 94,125
In accordance with the Articles of Association J J Hamer, who is required to resign by rotation, offers himself for re-election.
No directors had any interest in any material contract of the Company. 
SUBSTANTIAL SHAREHOLDINGS
In addition to those directors listed above, there were the following holdings of more than 3% of the company’s issued shares at 
5 July 2006.
Number of Percentage of
Ordinary Issued Share
Shares Capital
Unicorn Asset Management/Eaglet 1,313,522 9.57%
Rathbone Investment Management Limited (various funds incl. VCT 5) 1,255,550 9.15%
Artemis AIM VCT plc 964,750 7.03%
Merrill Lynch Investment Management 871,260 6.35%
BWD Rensburg (various funds incl. BWD Aim VCT & Capital for Companies) 845,165 6.16%
Brewin Dolphin Securities 835,415 6.09%
J M Finn 623,860 4.55%
Singer and Friedlander Investment Management Limited 518,574 3.78%
New Star Asset Management Limited 438,908 3.20% Directors’ Report
18 Glisten plc Annual Report 2006
CORPORATE GOVERNANCE
The Group has applied the principles of good governance
contained in the Combined Code as appropriate to a group of 
this size.
BOARD COMMITTEES
The Board of Directors
The directors support the concept of an effective Board leading and
controlling the Group. The Board is responsible for approving
Group policy and strategy. Its meetings are held monthly and a
schedule of matters is specifically reserved to it for decision.
Management supply the Board with appropriate and timely
information and the directors are free to seek any further
information they consider necessary.
The Board consists of two executive directors who hold key
operational positions within the group and currently one non-
executive director who brings a wealth of experience and
knowledge and who is independent of the management and any
business or other relationship which could interfere with the
exercise of his independent judgement. This provides a balance
whereby the Board’s decision making cannot be dominated by an
individual or a small group.
Audit and remuneration committees
The audit and remuneration committees of the Board, which are
chaired by a non-executive director, are an important part of our
implementation of good corporate governance as set out in the
Combined Code. The audit committee, which is chaired by J J
Hamer and formally constituted with written terms of reference,
comprises J J Hamer and R A Davies. The committee meets at
least once a year. The external auditors will also attend for part or
the whole of each meeting and have direct access to the non-
executive director for discussions without the presence of the
executive director.
The audit committee may examine any matters relating to the
financial affairs of the Group. This includes reviews of the annual
accounts and announcements, internal control procedures,
accounting policies, compliance with accounting standards, the
appointment of external auditors and other such related functions
as the Board may require.
The remuneration committee, which is chaired by J J Hamer and
comprises J J Hamer and P S Simmonds, determines the terms
and conditions, including annual remuneration and incentive
awards, of the executive directors.
GOING CONCERN 
After making enquiries, the directors have a reasonable expectation
that the Group has adequate resources to continue in operational
existence for the foreseeable future. For this reason they have
adopted the going concern basis in preparing the accounts.
INTERNAL CONTROL
The Board is responsible for maintaining a sound system of internal
control to safeguard shareholders’ investment and the Group’s
assets, as well as reviewing its effectiveness. The system of internal
control 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 loss and
misstatement.
During the year the Group undertook commercial and financial due
diligence on their acquisition of LRFF and this will form the basis of
a risk management review in the coming year of the business. The
key control procedures operating within the Group include but are
not limited to:
 A comprehensive system of budgeting and forecasting with a
detailed periodic review of actual results compared with budget
and previous years.
 Procedures for appraisal, review and authorisation of capital
expenditure.
 Treasury procedures and banking arrangements.
 Financial controls and operating procedures to be adopted by
operational managers.
 Monitoring and assessment of business risk and performance
for each operating division.
 Periodic review of future supply commitments.
 Regular updates on tax, insurance and health and safety
matters.
 Secure storage and back-up of data held on computer systems.
The directors have put in place an organisational structure
appropriate for the size of group with defined lines of responsibility
and delegation of authority where the Board considers it necessary.
The Board has determined that it is not appropriate at this stage in
the Group’s development to consider the need for an internal audit
function. 
BUSINESS RISKS
The Board established a formal process for identifying, evaluating
and managing the business risks faced by the Group during the
year. Business risks are identified and evaluated through senior
management’s ongoing review of progress against strategic
objectives agreed with the Board. The business risks reviewed
include:
 external business risks, including regulatory and compliance
obligations
 operational risks arising from e.g. supplier dependency, fire,
material damage, etc.
 legal risks, e.g. risks under factory leases and under contracts
with suppliers 19
 informational risks, including the integrity of IT systems and the
security of information
FINANCIAL RISK MANAGEMENT POLICIES AND OBJECTIVES
The Group’s approach is set out in detail in the Chief Executive’s
Review and the Finance Director’s Report. The directors believe
that this is appropriate for a group of this size operating in the food
manufacturing sector.
RELATIONSHIPS WITH SHAREHOLDERS
The Group values the views of its shareholders and recognises their
interest in the Group’s strategy and performance, Board
membership and quality of management. It therefore has held, and
will continue to hold, regular meetings with its institutional
shareholders to discuss objectives.
The AGM will be used to communicate with private investors and
they are encouraged to participate. The chairman of the audit and
remuneration committees is available to answer questions.
Separate resolutions are proposed on each issue so that they can
be given proper consideration and there is a resolution to approve
the annual report and accounts. Again the location of the AGM is at
Blackburn. The Group counts all proxy votes and will indicate the
level of proxies lodged on each resolution, after it has been dealt
with by a show of hands. Every effort is made to speak to or write
to any shareholder making an enquiry.
SHARE OPTIONS AND EMPLOYEE SHARE OWNERSHIP
SCHEME
The company has adopted a share option scheme on 12 June
2002 (The Glisten plc 2002 Executive Share Option Scheme) which
does not require Inland Revenue approval. Under the scheme,
directors and employees of the Group may be offered options to
acquire Ordinary Shares.
Details relating to directors’ share options and the Long Term
Incentive Plan (LTIP) are included in the Directors’ Remuneration
Report.
On 2 August 2005, 10,000 share options were granted to employees
of the Group, and on 28 March 2006, 42,000 share options were
granted to employees of the Group, and both of these share options
are subject to the achievement of performance targets based on the
years ending 30 June 2006 and 30 June 2007. The exercise prices
are 256.5p per share, 284.0p per share and 330.0p per share.
During the year 39,900 options lapsed and one employee, excluding
directors, exercised all of his option over 40,000 shares. 
During the year two employees were invited to participate in the LTIP
in respect of 35,212 ordinary shares at a price of 12.5p with the
employee responsible for paying the PAYE thereon. The LTIP is a
three year scheme which is dependent on achieving certain Group
earnings per share targets in the year ended 30 June 2008 and is set
out in more detail in the Directors’ Remuneration Report.
SUPPLIER PAYMENT POLICY
The Group’s policy is to comply with the terms of payment agreed
with suppliers when terms of business are established. At 30 June
2006 the Group’s trade creditors represented 57 days of purchases
(2005: 52 days). 
EMPLOYEE INVOLVEMENT AND EMPLOYMENT OF DISABLED
PERSONS
Within the grounds of commercial confidentiality, information is
disseminated to all levels of staff about matters that affect the
progress of the Group and are of interest and concern to them as
employees.
The Group gives equal opportunity to the employment of disabled
persons where practicable.
It is the policy of the Group that training, career development and
promotion opportunities should be available to all employees.
ACQUISITIONS 
On 12 December 2005 the company acquired Lyme Regis Fine
Foods Limited as explained in detail in note 9.
CHARITABLE DONATIONS
The Group made charitable donations totalling £1,839 in the year
(2005: £2,577).
AUDITORS
A resolution for the reappointment of PKF (UK) LLP will be
proposed at the forthcoming annual general meeting. 
PROVISION OF INFORMATION TO AUDITORS
So far as each of the directors is aware at the time the report is
approved:
 there is no relevant audit information of which the company’s
auditors are unaware; and
 the directors have taken all steps that they ought to have taken
to make themselves aware of any relevant audit information and
to establish that the auditors are aware of that information. 
By order of the Board
Robert Davies
Secretary
11 September 2006 Report of the Board to the Members on Directors’ Remuneration
Year ended 30 June 2006
20 Glisten plc Annual Report 2006
COMPOSITION AND FUNCTION OF THE REMUNERATION
COMMITTEE
The remuneration committee comprises J J Hamer and P S
Simmonds. It considers all aspects of the executive directors’
remuneration and administers the Group’s share option and Long
Term Incentive Plan (LTIP) schemes.
The remuneration of the non-executive directors is considered by
the Board following recommendations by the executive directors.
POLICY ON EXECUTIVE REMUNERATION
Executive remuneration packages are designed to attract, motivate
and retain directors of the calibre necessary to maintain the Group’s
position as a growing business and to reward them for enhancing
shareholder value and return. The performance measurement of the
executive directors and the determination of their annual
remuneration package is undertaken by the committee.
There are three main elements of their remuneration package:
a) basic annual salary;
b) annual bonus payments; and
c) share option incentives.
Each executive director’s basic salary is reviewed annually by the
committee. In deciding upon appropriate levels of remuneration, the
committee has regard to rates of pay for similar jobs in comparable
companies as well as internal factors such as performance. The
executive directors’ basic salaries were last reviewed in July 2006.
The committee establishes the objectives which must be met for a
cash bonus to be paid. The committee believes that the award of
any bonuses should be tied to the interest of the Group’s
shareholders and that the principal measure of those interests is
shareholder value including growth in earnings per share, net asset
value and share price. 
PENSION ARRANGEMENTS
Executive directors are eligible to receive between 10% and 12
1/
2%
of their basic salary and bonus as a contribution to a personal
pension scheme. 
SHARE OPTIONS AND LONG TERM INCENTIVE PLAN (LTIP)
The Board believes that share ownership strengthens the link
between personal interests and those of shareholders and
encourages long-term improvement in the Group’s performance. All
options granted and the LTIP are subject to performance conditions
on allotment.
The committee is responsible for supervising the share option
scheme and details of share options granted to directors are set
out below:
DIRECTORS’ SHARE OPTIONS AND WARRANTS
Exercisable at
Executive Scheme Options 30 June 2006 Exercise Price Exercise Period
P S Simmonds 210,000 12.5p to 12/6/2012
R A Davies 18,496 12.5p to 12/6/2012
R A Davies 27,300 270.5p to 12/6/2012
Non-executive Scheme Warrants
J J Hamer 161,496 12.5p to 12/6/2012
DIRECTORS’ LONG TERM INCENTIVE PLAN (LTIP)
Granted in Exercisable At
Executive Scheme the year 30 June 2006 Exercise Price Exercise Period
P S Simmonds 98,592 — 12.5p to 21/4/2016
R A Davies 42,254 — 12.5p to 21/4/2016
J J Hamer 21,127 — 12.5p to 21/4/2016 21
The above-named individuals are responsible for any PAYE which is
payable at the time the LTIP ordinary shares are exercised. If the
company has achieved an adjusted earnings per share of 30.3p in
the year ended 30 June 2008, then the above shares will be
granted following the AGM approving the financial statements for
that year. If the company has achieved an adjusted earnings per
share greater than 29.3p but not more than 30.3p then 60% of the
above shares will vest following the AGM to approve the 30 June
2008 financial statements. If the company achieves an adjusted
earnings per share of more than 28.3p but not more than 29.3p
then 30% of the above LTIP shares will vest following the AGM to
approve the 2008 financial statements. If an adjusted earnings per
share of 28.3p is not achieved in the year to 30 June 2008 then
none of the above LTIP shares will vest. 
On 29 June 2006 P S Simmonds and R A Davies exercised options
over 140,000 and 80,000 ordinary shares of 12.5p at par. The
market value of the shares at this date was £3.275.
SERVICE CONTRACTS
P S Simmonds has a rolling contract which may be terminated by
the company with 18 months’ notice.
R A Davies and J J Hamer have rolling contracts which may be
terminated by the company with 12 months’ notice.
The termination payments applicable to these are limited to the
salary payable to the director for the notice period.
During the year R A Davies elected to have an additional element of
his basic salary paid as a pension contribution. 
DETAILS OF DIRECTORS’ REMUNERATION 
Emoluments for the chairman, non-executive and executive
directors for the year were:
Total
excluding Pension
Salary Benefits Bonus Fees pension contributions Total
£££££££
Executive
P S Simmonds 140,000 15,752 98,305 — 254,057 23,237 277,294
R A Davies 85,000 17,975 56,827 — 159,802 14,107 173,909
Non-Executive
J J Hamer 5,000 — 8,750 25,000 38,750 — 38,750
230,000 33,727 163,882 25,000 452,609 37,344 489,953
On behalf of the Board
Jeremy Hamer
Chairman of the Remuneration Committee
11 September 2006 Statement of Directors’ Responsibilities
22 Glisten plc Annual Report 2006
The directors are responsible for preparing the annual report and
the financial statements in accordance with applicable law and
United Kingdom Generally Accepted Accounting Practice. 
Company law requires the directors to prepare financial statements
for each financial year which give a true and fair view of the state of
affairs of the company and the Group and of the profit or loss of
the Group for that period. In preparing these financial statements,
the directors are required to:
 select suitable accounting policies and then apply them
consistently;
 make judgements and estimates that are reasonable and
prudent;
 state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
 prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the company and the Group and enable them
to ensure that the financial statements comply with the Companies
Act 1985. They are also responsible for safeguarding the assets of
the Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of
the corporate and financial information included on the company’s
website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements and other
information included in annual reports may differ from legislation in
other jurisdictions. 23
Independent Auditors’ Report to the Members of Glisten plc
We have audited the Group and parent company financial
statements (‘the financial statements’) of Glisten plc for the year
ended 30 June 2006 which comprise the consolidated profit and
loss account, the consolidated and company balance sheets, the
consolidated cash flow statement and the related notes. The
financial statements have been prepared under the accounting
policies set out therein. 
This report is made solely to the company’s members, as a body, in
accordance with section 235 of the Companies Act 1985. Our
audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to
them in an auditors’ report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s members,
as a body, for our audit work, for this report, or for the opinions we
have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND
AUDITORS
The directors’ responsibilities for preparing the annual report and
the financial statements in accordance with applicable law and
United Kingdom accounting standards (‘United Kingdom Generally
Accepted Accounting Practice’) are set out in the statement of
directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance
with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements
give a true and fair view and have been properly prepared in
accordance with the Companies Act 1985. We also report to you if,
in our opinion, the company has not kept proper accounting
records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
directors’ remuneration and other transactions is not disclosed.
We read other information contained in the annual report and
consider whether it is consistent with the audited financial
statements. The other information comprises only the Chairman’s
Statement, the Chief Executive’s Review, the Finance Director’s
Report, the Directors’ Report and the Report of the Board to the
Members on Directors’ Remuneration. 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.
We report to you whether in our opinion the information given in the
directors’ report is consistent with the financial statements. 
BASIS OF AUDIT OPINION
We conducted our audit in accordance with International Standards
on Auditing (UK and Ireland) issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial statements.
It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate
to the Group’s and company’s circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations we considered necessary in order to
provide us with sufficient evidence to give reasonable assurance
that the financial statements are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming our
opinion we also evaluated the overall adequacy of the presentation
of information in the financial statements.
OPINION
In our opinion:
 the financial statements give a true and fair view, in accordance
with United Kingdom Generally Accepted Accounting Practice,
of the state of the Group’s and the parent company’s affairs as
at 30 June 2006 and of the group’s profit for the year then
ended;
 the financial statements have been properly prepared in
accordance with the Companies Act 1985; and
 the information given in the directors’ report is consistent with
the financial statements.
Leeds, UK PKF (UK) LLP
11 September 2006 Registered Auditors Consolidated Profit and Loss Account
Year ended 30 June 2006
24 Glisten plc Annual Report 2006
Year ended 30 June 2006 Year ended 30 June 2005
Amortisation/ Amortisation/
goodwill/ Pre-amortisation/      goodwill/
Pre-amortisation/ exceptional exceptional exceptional Total
exceptional (note 4) Total (As restated) (note 4) (As restated)
Notes £’000 £’000 £’000 £’000 £’000 £’000
Turnover
From continuing operations 53,001 — 53,001 25,459 — 25,459
From acquisitions 2,629 — 2,629 15,760 — 15,760
2 55,630 — 55,630 41,219 — 41,219
Cost of sales (44,000) — (44,000) (33,578) — (33,578)
Gross profit 11,630 — 11,630 7,641 — 7,641
Administrative expenses 
— other (6,002) (1,298) (7,300) (3,973) (743) (4,716)
— exceptional 3 — (219) (219) — (175) (175)
Operating profit
From continuing operations 10 5,142 (1,400) 3,742 2,325 (542) 1,783
From acquisitions 10 486 (117) 369 1,343 (376) 967
5,628 (1,517) 4,111 3,668 (918) 2,750
Interest 5 (788) (77) (865) (651) (477) (1,128)
Profit on ordinary activities before taxation 3 4,840 (1,594) 3,246 3,017 (1,395) 1,622
Taxation 7 (1,053) 65 (988) (509) 52 (457)
Profit for the financial year 3,787 (1,529) 2,258 2,508 (1,343) 1,165
Basic earnings per share 9 18.1p 10.2p
Diluted earnings per share 9 17.2p 9.4p
There are no other recognised gains and losses other than those in the profit and loss account above. 
The parent company has taken advantage of section 230 of the Companies Act 1985 and has not included its own profit and loss
account in these financial statements. The profit for the financial year of the company after taxation was £1,379,000 (2005: £486,000). 25
Balance Sheets
30 June 2006
2006 2005
Group Company
Group Company (As restated) (As restated)
Notes £’000 £’000 £’000 £’000
Fixed assets
Intangible 11 25,931 9,079 18,437 9,622
Tangible assets 12 13,040 5,926 12,531 5,727
Investments 13 — 21,781 — 12,216
38,971 36,786 30,968 27,565
Current assets
Stocks and work in progress 14 5,352 2,898 5,085 2,933
Debtors 15 8,017 6,127 8,101 7,696
Cash at bank and in hand 3,519 1,617 2,614 1,287
16,888 10,642 15,800 11,916
Creditors — Amounts falling due within one year 16 (18,380) (12,865) (12,769) (8,232)
Net current (liabilities)/assets (1,492) (2,223) 3,031 3,684
Total assets less current liabilities 37,479 34,563 33,999 31,249
Creditors after one year
Other creditors 17 (15,246) (14,847) (14,199) (13,470)
Provision for liabilities and charges 19 (1,402) (567) (1,767) (549)
Net assets 20,831 19,149 18,033 17,230
Capital and reserves
Called up share capital 20 1,715 1,715 1,663 1,663
Share premium account 21 14,358 14,358 13,850 13,850
Profit and loss account 21 4,758 3,076 2,520 1,717
Total shareholders’ funds 22 20,831 19,149 18,033 17,230
These financial statements were approved and authorised for issue by the Board and were signed on its behalf on 11 September 2006.
Robert Davies
Director Consolidated Cash Flow Statement
Year ended 30 June 2006
26 Glisten plc Annual Report 2006
Year ended Year ended 
30 June 2006 30 June 2005
Notes £’000 £’000
Net cash inflow from operating activities 23 7,729 3,872
Returns on investments and servicing of financing 24 (801) (666)
Taxation 301 (838)
Dividend (181) (113)
Capital expenditure 24 (1,944) (917)
Acquisitions and disposals 24 (7,765) (12,399)
Cash outflow before the use of liquid resources and financing (2,661) (11,061)
Financing 24 466 12,446
(Decrease)/increase in cash in the year (2,195) 1,385
Reconciliation of Net Cash Flow to
Movement in Net Funds 
Increase in cash in the year (2,195) 1,385
Cash inflow from increase in debt (514) (5,750)
Movement in net debt in the year (2,709) (4,365)
Net debt at 30 June 2005 25 (9,433) (5,068)
Net debt at 30 June 2006 25 (12,142) (9,433) 27
Notes to the Financial Statements
Year ended 30 June 2006
1. ACCOUNTING POLICIES
The following accounting policies have been used consistently in dealing with items which are considered material to the 
Group’s affairs.
(a) Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting
standards.
(b) Basis of consolidation 
The Group financial statements consolidate the accounts of the company and its subsidiary undertakings, drawn up to 30 June
2006. The results of the businesses acquired during the year have been included from the date of acquisition. Profits or losses on
inter-Group transactions are eliminated in full. On acquisition of a subsidiary, all of the subsidiary assets and liabilities which exist
at the date of acquisition are recorded at their fair values reflecting their condition at that date.
(c) Turnover
Turnover comprises the invoiced value of goods and services supplied by the company, net of value added tax and trade
discounts.
(d) Goodwill
Goodwill arising on consolidation, representing the excess of the fair value of the consideration given over the fair values of the
identifiable net assets acquired, is capitalised and is amortised on a straight-line basis over its estimated useful economic life. 
The useful economic life of the goodwill is 20 years based on the directors’ assessment of the income streams of those
businesses.
(e) Development costs
Development costs are written off in the year of expenditure.
(f) Tangible fixed assets
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed
assets, less their estimated residual value, over their expected useful lives on the following basis and is normally:
Freehold buildings 2
1/
2% to 4% on cost
Leasehold buildings 10% on cost 
Plant, machinery and fixtures 12
1/
2% to 20% on wdv
Computers 20% on cost 
Motor vehicles 20% on cost 
Freehold land is not depreciated. 
(g) Investments
Investments are stated at cost less provision for impairments.
(h) Finance leases and hire purchase
Assets acquired under finance leases or hire purchase are treated as tangible fixed assets and depreciation is provided
accordingly. The present value of future rentals is shown as a liability and an interest element of the rental obligations is charged
to the profit and loss account over the years of the lease in proportion to the capital balance outstanding. Operating lease rentals
are charged to the Profit and Loss Account over the term of the lease.
(i) Stocks and work in progress
Stocks and work in progress are stated at the lower of cost and net realisable value. Cost is determined on a first in, first out
basis, and includes all direct costs incurred and attributable production overheads. Net realisable value is based on estimated
selling price allowing for all further costs of completion.  28 Glisten plc Annual Report 2006
Notes to the Financial Statements
Year ended 30 June 2006
1. ACCOUNTING POLICIES (continued)
(j) Deferred taxation
Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a
right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law.
Deferred tax assets and liabilities are not discounted.
(k) Pension costs
The company operates Individual Pension Plans whereby the company agrees to pay, for certain employees, a defined
contribution into the employee’s own personal pension scheme. The pension charge represents contributions payable for 
the year. 
(l) Finance costs
Finance costs relate to arrangement of bank facilities and are written off over the period of the loan.
(m) Grants
Revenue based grants are credited to the profit and loss account over the life of the project. Capital-based grants are credited to
the profit and loss account over the expected life of the assets.
(n) Foreign exchange
Transactions in foreign currencies are translated into sterling at the rates ruling at the dates of the transactions. Assets and
liabilities denominated in foreign currencies are translated into sterling at the rates ruling at the balance sheet date. These
translation differences are included in interest charges.
(o) Share-based payments
Share-based payments are calculated in accordance with UITF17 and charged to administrative expenses.
2. TURNOVER
2006 2005
£’000 £’000
UK 47,645 35,597
Europe 7,515 5,217
Rest of World 470 405
Total 55,630 41,219 29
3. OPERATING PROFIT
The Group’s profit on ordinary activities before taxation is stated after charging the following:
2006 2005
£’000 £’000
Depreciation and amounts written off tangible fixed assets
— owned 1,583 86
— leased 1,103 43
(Profit)/loss on disposal of fixed assets (14) 1
Government grants released 108 108
Rentals payable in respect of operating leases 470 231
Hire of plant and machinery 10 22
Auditors’ remuneration
— Group audit fees 68 61
— Other services 14 9
Exceptional items comprise the final element of restructuring costs of £219,000 (2005: £175,000) at Halo Foods following its
acquisition by the Group in December 2004. 
4. GOODWILL, AMORTISATION AND EXCEPTIONAL EXPENSES
2006 2005
£’000 £’000
Administrative expenses — Goodwill (note 10) 1,138 743
Administrative expenses — Share-based payments 160 —
Administrative expenses — Exceptional costs as detailed above (note 3) 219 175
Amortisation of financing arrangement costs (note 5) 77 477
1,594 1,395
Less taxation (65) (52)
1,529 1,343
5. NET INTEREST PAYABLE
2006 2005
£’000 £’000
Interest receivable on deposits at short call (86) (30)
Other interest received (10) —
(96) (30)
Interest payable on bank loans and overdraft 839 692
Other interest 50 2
Exchange gain on foreign currency (5) (13)
788 651
Amortisation of financing arrangement costs 77 477
Net interest payable 865 1,128 Notes to the Financial Statements
Year ended 30 June 2006
30 Glisten plc Annual Report 2006
6. EMPLOYEES AND DIRECTORS
The staff costs including directors’ remuneration are as follows:
2006 2005
£’000 £’000
Wages and salaries 11,079 8,215
Social Security costs 1,029 765
Other pension costs 298 219
12,406 9,199
The average number of employees (including directors) employed by the Group during the year was: 
2006 2005
£’000 £’000
Production 535 434
Sales and administration 122 62
657 496
Detailed disclosures of directors’ individual remuneration are shown in the report on remuneration on pages 20 and 21.
7. TAXATION
2006 2005
£’000 £’000
Corporation tax at 29.9% (2005: 5.2%) 970 84
Deferred tax 18 373
988 457
The corporation tax assessed for the year is different from the standard rate of corporation tax in the United Kingdom of 30%. The
differences are explained below.
2006 2005
£’000 £’000
Profit on ordinary activities before tax 3,246 1,622
Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30% 974 487
Effect of:
Goodwill, options and other non-deductible items 201 (28)
Depreciation in excess of capital allowances (99) (17)
Short-term timing differences (86) —
Rate difference (small companies relief) (2) —
Utilisation of tax losses (18) (358)
970 84 31
8. DIVIDENDS
2006 2005
£’000 £’000
Dividends paid during the year not previously accrued 79 49
Interim dividend paid 101 65
Charged to reserves in the year (note 21) 180 114
Proposed dividends not accrued in these financial statements 138 79
During the year, the company has adopted FRS21 (Events after the Balance Sheet date). The implementation of this standard on
treatment of dividends has resulted in a prior year adjustment. 
9. EARNINGS PER SHARE
Earnings per share is calculated on the basis of profit for the year before the share based payment of £160,000 (2005: £nil) of
£2,418,000 (2005: £1,165,000) divided by the weighted average number of shares in issue for the year to 30 June 2006 of
13,396,417 (2005: 11,481,052). The diluted earnings per share is calculated on the assumption all options vested were exercised, 
this would give rise to a total weighted average number of ordinary shares in issue of 14,042,707 (2005: 12,381,201). 
The directors consider that a more realistic measure for basic earnings per share is arrived at by using the profit after taxation set out
in the profit and loss account under the column headed pre-amortisation and exceptional of £3,787,000 (2005: £2,508,000) divided
by the relevant weighted average number of shares. This is described as the adjusted earnings per share. It is this measure of
earnings per share that the directors believe demonstrates the progress of the business.
Basic earnings per share Diluted earnings per share
(Restated)
2006 2005 2006 2005
Basic and diluted earnings per share 18.1p 10.2p 17.2p 9.4p
Adjusted basic and diluted earnings per share 28.3p 21.8p 27.0p 20.3p
(Restated)
2006 2005
Number Number 
Weighted average number of shares of shares of shares
Basic and diluted earnings per share:
For basic earnings per share 13,396,417 11,481,052
Exercise of share options 646,290 900,149
For diluted earnings per share 14,042,707 12,381,201 Notes to the Financial Statements
Year ended 30 June 2006
32 Glisten plc Annual Report 2006
10. PURCHASE OF SUBSIDIARY UNDERTAKINGS AND BUSINESSES
All acquisitions have been accounted for using the acquisition method of accounting, and goodwill arising on consolidation has been
capitalised and will be written off over 20 years.
Below is a summary of the consolidated profit and loss account showing information separated between continuing operations and
acquisitions.
From
continuing
operations Acquisitions Total
£’000 £’000 £’000
Turnover 53,001 2,629 55,630
Gross profit 10,672 958 11,630
Administrative expenses (5,530) (472) (6,002)
Operating profit 5,142 486 5,628
The following tables set out the book values of the identifiable assets and liabilities acquired and their fair value to the Group:
Lyme Regis Fine Foods Limited
On 12 December 2005 the Group acquired the entire share capital of Lyme Regis Fine Foods Limited for an initial consideration of
£4,900,000 satisfied by cash of £4,400,000 and the issue of 155,063 ordinary shares of 12.5p at £3.225 amounting to £500,000.
The maximum additional consideration is £2,500,000 and is payable based upon the achievement of certain profit targets in the
calendar years 2006 and 2007. If the adjusted operating profit exceeds £700,000 in either of these years then any excess in 2006 is
payable at 4 times the excess and in 2007 any excess is payable at 3 times the excess. In these financial statements the directors
have provided for £1,700,000 of the maximum £2,500,000 deferred consideration. This will be reviewed again at 31 December
2006. Of the amounts provided, the directors estimate £800,000 will be payable in March 2007 and £900,000 in March 2008. 
Book Fair Value Fair
Value adjustment Value
£’000 £’000 £’000
Net assets acquired:
Tangible fixed assets 220 — 220
Stock 570 — 570
Debtors 386 — 386
Bank borrowings (27) — (27)
Creditors (185) — (185)
Taxation (118) — (118)
846 — 846
Goodwill 6,046
6,892 33
10. PURCHASE OF SUBSIDIARY UNDERTAKINGS AND BUSINESSES (continued)
Satisfied by: £’000
Cash 4,400
Shares 500
Conditional deferred consideration 1,700
Consideration before fees 6,600
Fees 292
Total consideration 6,892
Below are shown extracts from the consolidated profit and loss account of Lyme Regis Fine Foods Limited from 1 January 2005 until
acquisition on 12 December 2005.
£’000
Turnover 4,395
Operating profit 402
Interest (7)
Profit before tax 395
Taxation (118)
Profit for the financial period 277
In the year ended 31 December 2004 Lyme Regis Fine Foods Limited made a profit after tax of £165,000.
Halo Foods Limited
On 22 December 2004 the group acquired the entire share capital of Halo Foods Limited for an initial consideration of £5,938,000
satisfied by cash of £5,638,000 and the issue of 109,649 ordinary shares of 12.5p at £2.735 amounting to £300,000. A further sum
of up to £8,000,000 is payable based upon the achievement of profit targets in the calendar years 2005 and 2006. The directors
have provided the full amount of £8,000,000 (2005: £5,505,000) in these financial statements. The profits in the calendar year ended
December 2005 gave rise to an amount payable of £4,558,000 of deferred consideration of which £430,000 was satisfied in cash in
March 2006 and at the same time Loan Notes of £3,905,000 were issued. Of these Loan Notes, £2,570,000 may be cashed at any
time and the balance any time after March 2007. At the year end, 2006 Loan Notes amounting to £2,553,000 remained
outstanding. The balance of the deferred consideration, if earned of £3,442,000, is payable in two instalments, up to £942,000 in
March 2007 and the balance up to £2,500,000 in March 2008.
Following the acquisition Halo Foods Limited and its subsidiary, Nimbus Foods Limited, continue to trade as subsidiaries of Glisten
plc. During the current financial year the provision for deferred consideration has been increased by £2,495,000 to £8,000,000. The
deferred consideration due on operating profits in the year to 31 December 2005 was £4,558,000 with the balance expected to be
earned in line with forecast profits in the year to 31 December 2006. Some small fair value adjustments of £43,000 in respect of
onerous contracts and £80,000 in respects of maintenance stocks have been made together with a write-back of deferred taxation
overprovided giving a net adjustment of £88,000. An amount of £178,000 has been provided in respect of deferred consideration
funding costs. This has resulted in an increase in goodwill of £2,586,000. Notes to the Financial Statements
Year ended 30 June 2006
34 Glisten plc Annual Report 2006
11. INTANGIBLE FIXED ASSETS
Group Company
Goodwill Goodwill
£’000 £’000
Cost
At 1 July 2005 19,865 10,850
Cost — Acquisition of Lyme Regis Fine Foods Limited (note 10) 6,046 —
— Acquisition of Halo Foods Limited (note 10) 2,586 —
At 30 June 2006 28,497 10,850
Accumulated amortisation
At 1 July 2005 (1,428) (1,228)
Charge for the year (1,138) (543)
At 30 June 2006 (2,566) (1,771)
Net book value
At 30 June 2006 25,931 9,079
At 30 June 2005 18,437 9,622
The useful economic life of the goodwill arising on the acquisition is 20 years based on the directors’ assessment of the income
streams of the acquired business.
12. TANGIBLE FIXED ASSETS 
Land and Plant and Motor
buildings machinery vehicles Total
GROUP £’000 £’000 £’000 £’000
Cost 
At 30 June 2005 2,860 11,316 318 14,494
Acquired by acquisition — 220 — 220
Additions 37 1,848 148 2,033
Disposals — (127) (125) (252)
At 30 June 2006 2,897 13,257 341 16,495
Accumulated depreciation
At 30 June 2005 (218) (1,672) (73) (1,963)
Charge for the year (82) (1,514) (73) (1,669)
On disposals — 112 65 177
At 30 June 2006 (300) (3,074) (81) (3,455)
Net book value
At 30 June 2006 2,597 10,183 260 13,040
At 30 June 2005 2,642 9,644 245 12,531 35
12. TANGIBLE FIXED ASSETS (continued)
Land and Plant and Motor
buildings machinery vehicles Total
COMPANY £’000 £’000 £’000 £’000
Cost 
At 30 June 2005 2,283 4,372 283 6,938
Transferred to other subsidiary — (146) — (146)
Additions 38 907 148 1,093
Disposals — (127) (121) (248)
At 30 June 2006 2,321 5,006 310 7,637
Accumulated depreciation
At 30 June 2005 (172) (977) (62) (1,211)
Charge for the year (63) (554) (67) (684)
Depreciation on transfers — 7 — 7
On disposals — 112 65 177
At 30 June 2006 (235) (1,412) (64) (1,711)
Net book value
At 30 June 2006 2,086 3,594 246 5,926
At 30 June 2005 2,111 3,395 221 5,727
The net book value of Group land and buildings comprises:
2006 2005
£’000 £’000
Freehold 2,581 2,628
Short leasehold 16 14
2,597 2,642
The net book value of the group’s fixed assets includes £501,000 (2005: £513,000) held under plant and machinery relating to 
finance leases. 
13. INVESTMENTS 
Shares in
subsidiary
undertakings
COMPANY £’000
Cost
At 1 July 2005 12,216
Additions
Halo Foods Limited (note 10) 2,673
Lyme Regis Fine Foods Limited (note 10) 6,892
At 30 June 2006 21,781
Net book value
At 30 June 2006 21,781
At 30 June 2005 12,216
The company acquired 100% of the ordinary share capital of Lyme Regis Fine Foods Limited on 12 December 2005 (see note 10). Notes to the Financial Statements
Year ended 30 June 2006
36 Glisten plc Annual Report 2006
13. INVESTMENTS (continued)
At 30 June 2006 the Group held 100% of the allotted share capital of the following subsidiary undertakings, all of which are registered
in England and Wales:
Proportion Proportion
Nature of held by parent held by the
Name business company Group
The Glisten Confectionery Company Limited Dormant 100% 100%
Nutti-Bite Limited Dormant — 100%
Jester Food Products Limited Dormant — 100%
Chartnatural Limited Dormant — 100%
F. Fravigar Limited Dormant 100% 100%
Halo Foods Limited Trading 100% 100%
Nimbus Foods Limited Trading — 100%
The Original Welsh Pantry Company Limited Dormant — 100%
Cabin Confectionery Limited Dormant — 100%
Holgates Nutritional Foods Limited Dormant — 100%
Lyme Regis Fine Foods Limited Trading 100% 100%
Bright Foods Limited Dormant — 100%
14. STOCKS AND WORK IN PROGRESS
2006 2005
Group Company Group Company
£’000 £’000 £’000 £’000
Raw materials and consumables 2,997 1,265 3,097 1,541
Finished goods 2,107 1,388 1,914 1,318
Work in progress 248 245 74 74
5,352 2,898 5,085 2,933
15. DEBTORS
2006 2005
Group Company Group Company
£’000 £’000 £’000 £’000
Due within one year:
Trade debtors 7,208 4,092 7,233 3,423
Amounts due from subsidiary undertakings — 1,681 — 3,736
Corporation tax recoverable —— 160 162
Prepayments and accrued income 809 354 708 375
8,017 6,127 8,101 7,696 37
16. CREDITORS
2006 2005
(As restated) (As restated)
Group Company Group Company
£’000 £’000 £’000 £’000
Amounts falling due within one year:
Trade creditors 5,876 3,280 5,706 3,268
Amount owed to other Group undertakings — 305 — 305
Bank loans 800 800 ——
Vendor loan notes 2006 2,553 2,553 ——
Vendor loan notes 2007 1,335 1,335 ——
Other loans and finance leases 259 — 290 —
Other creditors:
Taxation and social security 2,502 774 1,410 609
Deferred acquisition payment — fixed 634 634 457 457
Deferred acquisition payment — conditional 1,742 1,742 3,000 3,000
Deferred grant income 108 — 108 —
Accruals 2,571 1,442 1,798 593
18,380 12,865 12,769 8,232
17. CREDITORS DUE AFTER MORE THAN ONE YEAR
2006 2005
Group Company Group Company
£’000 £’000 £’000 £’000
Amounts falling due after one year:
Bank loans (note 17) 11,447 11,447 10,965 10,965
Other loans and finance leases 285 — 507
Deferred grant income 114 — 222 —
Deferred acquisition payment — conditional 3,400 3,400 2,505 2,505
15,246 14,847 14,199 13,470
Obligations under finance leases are secured on the assets they relate to.
The Group has one other secured loan which is secured by a chattels mortgage on certain items of equipment. The loan is repayable
over 5 years from May 2003 at a rate of 1.5% above the higher of 2% and base rate. Notes to the Financial Statements
Year ended 30 June 2006
38 Glisten plc Annual Report 2006
18. BANK LOANS
2006 2005
Group Company Group Company
£’000 £’000 £’000 £’000
GROUP and COMPANY
Bank loans due after more than one year 11,764 11,764 11,250 11,250
Finance costs (317) (317) (285) (285)
11,447 11,447 10,965 10,965
The facility of £17,250,000 with Barclays Bank plc was increased to £22,000,000 following the acquisition of Lyme Regis Fine Foods
Limited on 12 December 2005. This facility consists of 3 loans and an overdraft facility at a current average rate of 1.33% above
Bank of England base rate, of which £5,000,000 is repayable commencing in the period between March 2007 and December 2009
when the remaining loans fall due for repayment. The costs in respect of this facility of £317,400 and the loan extension of £108,000
are being written off over the life of the loan. All bank loans are charged at between 1.25% and 1.5% above base rate. The 2006
loan notes and 2007 loan notes have an interest rate of the higher of 3% and base rate. 
At 30 June 2006 the company had utilised £15,000,000 of its available facility including an amount of £2,436,000 utilised as a loan
note guarantee. Of the above bank loan, £800,000 is due within one year whilst the remainder is due in more than one year but no
more than five years.
The Group has taken out on 31 May 2006 a 3
1/
2 year rate swap against £15,000,000 of its borrowings at a range of interest rates
between 4.25% and 6.0%. This expires in December 2009 but may be extended to December 2014 at the bank’s discretion. The
bank facilities are secured on the assets of the Group. 
Obligations under finance leases are secured on the assets to which they relate. The Group has a secured loan which is secured by 
a chattels mortgage on certain items of equipment. The loan is repayable over five years from June 2003 and bears interest at 1.5%
above the higher of 2% and base rate.
Between Between
Within one and two and
one year two years five years Total
£’000 £’000 £’000 £’000
Loans
Bank loans drawn 800 1,650 12,550 15,000
2006 loan notes 2,553 — (2,436) 117
Operating leases 259 285 — 544
At 30 June 2006 3,612 1,935 10,114 15,661
Bank loans and overdraft facility undrawn — — 7,000 7,000 39
19. PROVISIONS FOR LIABILITIES AND CHARGES 
Deferred Onerous
taxation Dilapidation contracts Total
GROUP £’000 £’000 £’000 £’000
At 1 July 2005 1,362 213 192 1,767
Created in the year 18 — 43 61
Fair value adjustment (211) — — (211)
Amount used during the year — — (215) (215)
At 30 June 2006 1,169 213 20 1,402
COMPANY
At 1 July 2005 549
Movement during the year 18
At 30 June 2006 567
The directors consider that it is likely the dilapidations provision will be utilised over the next 5 years.
Deferred taxation has been fully provided against:
Group Group Company Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Accelerated capital allowances 1,362 1,362 549 549
Short-term timing differences (193) — 18 —
1,169 1,362 567 549
20. CALLED UP SHARE CAPITAL
Allotted, called up
and fully paid
Authorised Number
£’000 000’s £’000
At 1 July 2005
Ordinary shares of 12.5p 3,125 13,304 1,663
Movements in the year
Ordinary shares of 12.5p — 415 52
At 30 June 2006
Ordinary shares of 12.5p 3,125 13,719 1,715
On 12 December 2005 the company issued 155,063 ordinary shares of 12.5p to the vendor of Lyme Regis Fine Foods Limited in
respect of the funding of that acquisition. On 27 April 2006 an employee exercised options over 40,000 ordinary shares of 12.5p.
P S Simmonds and R A Davies exercised options for 140,000 and 80,000 ordinary shares of 12.5p on 29 June 2006.  Notes to the Financial Statements
Year ended 30 June 2006
40 Glisten plc Annual Report 2006
21. RESERVES
The movement on reserves during the year was as follows:
Profit and loss account Share premium account
Group Company Group Company
£’000 £’000 £’000 £’000
At 1 July 2005 as previously reported 2,441 1,638 13,850 13,850
Prior year adjustment (see note 8) 79 79 — —
At 1 July 2005 as restated 2,520 1,717 13,850 13,850
Profit for the year 2,258 1,379 — —
Dividends (note 8) (180) (180) — —
Arising on shares issued in the year — — 508 508
Share-based payments 160 160 — —
At 30 June 2006 4,758 3,076 14,358 14,358
Within the share premium account is an amount of £1,044,000 of merger reserve.
22. TOTAL SHAREHOLDERS’ FUNDS
The reconciliation of movements in shareholders’ funds were as follows:
Year ended Year ended
30 June 2006 30 June 2005
Group Company Group Company
£’000 £’000 £’000 £’000
Profit for the financial year 2,258 1,379 1,165 486
Dividends paid (180) (180) (65) (65)
Share-based payments 160 160 — —
Issue of shares net of costs 560 560 7,356 7,356
Opening shareholders’ funds (Group originally £17,954,000;
company £17,151,000 before prior year adjustment £79,000) 18,033 17,230 9,577 9,453
Closing shareholders’ funds 20,831 19,149 18,033 17,230
23. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
Year ended Year ended 
30 June 30 June
2006 2005
GROUP £’000 £’000
Operating profit 4,111 2,750
Depreciation 1,669 1,146
(Profit)/loss on sale of fixed assets (14) 1
Goodwill amortisation 1,138 743
Share-based payment 160 —
Decrease/(increase) in stocks 223 (81)
Decrease/(increase) in debtors 310 (912)
Increase in creditors 347 225
(Decrease) in provisions (215) —
Net cash inflow from operating activities 7,729 3,872 41
24. GROSS CASH FLOWS
Year ended Year ended 
30 June 30 June
2006 2005
£’000 £’000
Returns on investments and servicing of finance
Interest received 96 30
Exchange differences 5 13
Interest paid (902) (709)
(801) (666)
Capital expenditure
Payments to acquire tangible fixed assets (2,033) (928)
Receipts from sales of tangible fixed assets 89 11
(1,944) (917)
Acquisition and disposals
Payment of deferred consideration in respect of subsidiaries (3,046) (1,389)
Purchase of subsidiary undertakings (4,692) (6,453)
Net cash acquired with subsidiary undertakings (27) (4,557)
Net cash outflow for acquisitions and disposals (7,765) (12,399)
Financing
Issue of ordinary share capital 60 7,056
Increase in long term borrowings 514 5,750
Expenses paid in connection with borrowings (108) (360)
466 12,446
25. ANALYSIS OF CHANGES IN NET DEBT
At 30 At 30
Cash flows June 2006 June 2005
£’000 £’000 £’000
Cash at bank and in hand 905 3,519 2,614
Bank loans repayable within 1 year (800) (800) —
2006 Loan notes (on demand) (2,553) (2,553) —
Other loans and finance within 1 year 31 (259) (290)
Other loans and finance after 1 year 222 (285) (507)
Net movement in cash (2,195) (378) 1,817
Debt after 1 year (514) (11,764) (11,250)
Total (2,709) (12,142) (9,433) Notes to the Financial Statements
Year ended 30 June 2006
42 Glisten plc Annual Report 2006
26. COMMITMENTS UNDER OPERATING LEASES
GROUP and COMPANY
The operating lease payments to which the company and Group were committed over the twelve months from the balance sheet
date are as follows:
2006 2005
Group Company Group Company
£’000 £’000 £’000 £’000
Due to expire within one year in respect of:
Land and buildings 110 25 51 18
Other 25 2 22 —
Due to expire between two and five years in respect of:
Land and buildings 192 16 110 —
Other 37 6 31 —
Due to expire after five years in respect of:
Land and buildings 241 — 260 —
27. POST-BALANCE SHEET EVENTS
There were no post-balance sheet events that require disclosure in these financial statements. 
28. FINANCIAL COMMITMENTS
At 30 June 2006 the Group had financial commitments of £4,686,000 (2005: £7,901,000) in respect of forward contracts for the
purchase of raw materials. Capital commitments outstanding at 30 June 2006 amounted to £88,000 (2005: £1,305,000).
29. PENSION ARRANGEMENTS
The Group operates an employee personal pension scheme with Scottish Equitable to which it makes a contribution of 3% of an
employee’s salary. Employees are eligible to join the pension scheme on 1 July or 1 January of each year after a qualifying period of
one year’s employment with the company.
Halo Foods Limited operates an employee personal pension scheme with Scottish Life to which it makes a contribution of 3–4% of
an employee’s salary. Employees are eligible to join the pension scheme after 6 months of service. When an employee reaches 50
years of age they are able to increase their contribution up to a level of 6% which the employer will match.
The Group’s companies offer stakeholder pension schemes with Standard Life and Norwich Union which an employee may join on
commencement of employment. There is no company contribution to this scheme.
The pension arrangements of the directors are detailed in the Directors’ Remuneration Report.
30. RELATED PARTY TRANSACTIONS
The company has taken advantage of the exemptions within FRS8 and has not disclosed transactions with other Group companies. 43
Five Year Summary
Profit and Loss Accounts
2006 2005 2004 2003 2002*
£’000 £’000 £’000 £’000 £’000
Turnover 55,630 41,219 20,755 15,591 14,263
Cost of sales (44,000) (33,578) (16,320) (12,192) (9,486)
Gross profit 11,630 7,641 4,435 3,399 4,777
Administrative expenses (6,002) (3,973) (2,319) (1,888) (3,625)
Operating profit 5,628 3,668 2,116 1,511 1,152
Net interest payable (788) (651) (315) (150) 16
Profit for the year before goodwill,
exceptional and amortisation 4,840 3,017 1,801 1,361 1,168
Tax on profit for the period (1,053) (509) (500) (354) (350)
Profit after taxation before goodwill,
exceptional and amortisation 3,787 2,508 1,301 1,007 818
Goodwill, amortisation and exceptional (1,529) (1,343) (470) (306) —
Profit after taxation, goodwill, 
exceptional and amortisation 2,258 1,165 831 701 818
Dividend (180) (65) (49) — —
Retained reserves 2,078 1,100 782 701 818
Adjusted earnings per share 28.3p 21.8p 14.4p 11.9p 9.7p
Diluted adjusted earnings per share 27.0p 20.3p 13.1p 10.7p 8.6p
Dividend per share† 1.75p 1.1p 0.5p
*  Proforma result for the year pre-acquisition.
† Dividend paid and proposed for the year under review.
Summary Balance Sheets
2006 2005 2004 2003 2002*
£’000 £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 26,142 18,437 10,136 5,150 5,397
Tangible assets 13,040 12,531 5,491 3,465 3,654
39,182 30,968 15,627 8,615 9,051
Current assets
Stock 5,352 5,085 2,641 1,586 1,208
Debtors 8,017 8,101 3,502 1,920 2,011
Cash 3,519 2,614 432 430 518
16,888 15,800 6,575 3,936 3,737
Current liabilities (18,463) (12,763) (7,028) (3,989) (4,081)
Long-term liabilities (16,841) (15,966) (5,597) (2,532) (3,361)
Net assets 20,766 18,039 9,577 6,030 5,346 Notice of Meeting
44 Glisten plc Annual Report 2006
Notice is hereby given that the fourth Annual General Meeting of
the company will be held at the International Suite 1, Blackburn
Rovers Football Ground, Ewood Park, Blackburn, Lancashire, at
2.30pm on 2 November 2006 for the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the financial statements and the reports
of the directors and auditors of the company for the year
ended 30 June 2006.
2. To re-elect Mr J J Hamer who retires by rotation in accordance
with the company’s articles of association.
3. To approve the payment of ordinary dividends of 1.75 pence
including a final dividend of 1.0 pence to shareholders on the
register at close of business on the 13 October 2006.
4. To reappoint PKF (UK) LLP as auditors and to authorise the
directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions, of
which Resolutions 5, 7 and 8 will be proposed as Ordinary
Resolutions and Resolution 6 will be proposed as a Special
Resolution:
5. THAT the directors be and they are hereby generally and
unconditionally authorised for the purposes of Section 80 of
the Companies Act 1985 (“the Act”) (in substitution for any
existing authority to allot relevant securities) to exercise all
powers of the company to allot, grant options over, offer or
otherwise deal with or dispose of relevant securities (within the
meaning of the Act) up to an aggregate nominal value of
£571,600 provided that:
(i) this authority shall expire fifteen months from the date of
this resolution or at the conclusion of the Annual General
Meeting of the company to be held in 2007, whichever is
earlier, unless previously renewed, varied or revoked by
the company in General Meeting save that before such
expiry the company may make an offer or agreement
which would or might require relevant securities of the
company to be allotted after such expiry and the directors
may allot relevant securities in pursuance of such offer or
agreement as if the authority conferred by this resolution
had not expired; and
(ii) the authority conferred by this Resolution shall be in
substitution for all existing powers conferred on the
directors pursuant to the said Section 80. 
6. THAT, subject to the passing of Resolution 6, the directors be
and they are hereby empowered pursuant to Section 95 of the
Act to allot equity securities (within the meaning of Section 94
of the Act) for cash pursuant to the authority conferred by the
foregoing Resolution as if subsection (1) of Section 89 of the
Act did not apply to any such allotment provided that this
power shall be limited:
(a) to the allotment of equity securities in connection with a
rights issue, open offer or other pre-emptive offer in favour
of ordinary shareholders where the equity securities
respectively attributable to the interests of all ordinary
shareholders are proportionate (as nearly as may be but
subject to such exclusions or other arrangements as the
directors may deem necessary or desirable to deal with
fractional entitlements or legal or practical problems under
the laws of, or the requirements of any regulatory body or
any stock exchange in, any territory) to the respective
number of ordinary shares held by them; and
(b) to the allotment (otherwise than pursuant to subparagraph
(a) above) of equity securities up to an aggregate of
£171,400
and shall expire fifteen months from the date of this Resolution
or at the conclusion of the Annual General Meeting of the
company to be held in 2007, whichever is earlier, save that the
company may before such expiry make an offer or agreement
which would or might require equity securities to be allotted
after such expiry and the directors may allot equity securities in
pursuance of such an offer or agreement as if the power
conferred had hereby not expired. 
7. To consider as an ordinary resolution and approve the
directors’ remuneration report set out on pages 20 and 21 of
the reports and financial statements for the year ended 30
June 2006.
By order of the Board
R A Davies Registered Office:
Company Secretary 6A Harewood Yard
Harewood
11 September 2006 Leeds, LS17 9LF 45
Note:
Any member entitled to attend and vote at the Annual General
Meeting may appoint one or more proxies to attend and, on a poll,
vote instead of him and such proxy need not be a member of the
company. To be effective, the instrument appointing a proxy (and
power of attorney (if any) under which it is signed (must be
deposited at Capita IRG Plc, Proxy Department, Bourne House, 
34 Beckenham Road, Beckenham, Kent, BR3 4TU not less than
48 hours before the time of holding the meeting. Completion and
return of the form of proxy will not preclude shareholders from
attending the Annual General Meeting and voting in person if they
wish to do so.
In accordance with regulation 41 of the Uncertified Securities
Regulations 2001, only those members entered on the register of
members of the company as at the close of business on 
2 November 2006 shall be entitled to attend or vote at the meeting
in respect of the number of shares registered in their name at that
time. Changes to entries on the register of members after close of
business on 31 October 2006 shall be disregarded in determining
the rights of shareholders to attend or vote at the meeting. 
The register of interests of the directors and their families of the
share capital of the company and copies of contracts of service
with the company will be available for inspection at the registered
office of the company during normal business hours from the date
of this notice until the conclusion of the Annual General Meeting. Notice of Meeting
46 Glisten plc Annual Report 2006
EXPLANATORY NOTES ON THE PROPOSED RESOLUTIONS
The explanatory notes below summarise the purpose of the
resolutions to be voted on by the shareholders at this year’s AGM.
Resolutions 1 to 4 are known as the ordinary business of the
meeting because they are dealt with routinely at every Glisten plc
AGM. Resolutions 1 to 4 will be proposed as ordinary resolutions.
More than 50% of the votes cast must support these resolutions in
order for them to be passed. Resolution 5 is regarded as special
business but will be proposed as an ordinary resolution and again
more than 50% of the votes cast must support this resolution in
order for it to be passed. Resolution 6 will be proposed as a special
resolution and 75% or more of the votes cast must support it in
order for this resolution to be passed. Shareholders will also be
asked to vote on one more resolution (resolution 7) which is
regarded as special business but will be proposed as an ordinary
resolution. As described above, an ordinary resolution requires that
more than 50% of the votes cast must support this resolution in
order for it to be passed.
ORDINARY BUSINESS
RESOLUTION 1 — Shareholders will be asked to approve the
adoption of the Reports and Financial Statements for the year
ended 30 June 2006.
RESOLUTION 2 — Glisten plc’s Articles of Association state that
one-third of directors should retire from office each year. All
directors take it in turn to retire in this way. This gives shareholders
an opportunity to confirm their reappointments. At the 2006 AGM
Mr J J Hamer is retiring but is standing for re-election.
RESOLUTION 3 — This resolution asks the shareholders to
approve the payment of dividends of 1.75 pence in the year
including a final dividend of 1.0 pence in respect of the ordinary
shares currently in issue of 13,719,213. 
RESOLUTION 4 — Glisten plc is required to appoint auditors at
each general meeting at which accounts are laid before the
shareholders. The auditors are appointed from the conclusion of
the forthcoming AGM until the conclusion of next year’s AGM.
Shareholders will be asked to appoint PKF (UK) LLP as the
company auditor until next year’s AGM and to authorise the
directors to set their fees.
SPECIAL BUSINESS
RESOLUTION 5 — This resolution lifts the restrictions which would
apply to the directors’ power to issue or to agree to issue new
shares and will allow the directors to issue or agree to issue further
shares up to an aggregate amount of £571,600. This represents
one-third of the issued ordinary share capital on 30 June 2006. This
authority replaces the previous power of the directors to allot
relevant securities and, if passed, will lapse at the earlier of the
AGM following its passing or, if later, on 2 February 2008. The
directors have no present intention of issuing new ordinary shares,
other than pursuant to an acquisition and the exercise of options
under directors’ and employees’ share schemes.
RESOLUTION 6 — Unless they are given an appropriate authority,
directors may allot new equity shares for cash (excluding shares
issued under employees’ share schemes) only if they have been
offered to existing shareholders in proportion to their holdings.
There may, however, be occasions when in order to act in the best
interests of the shareholders and the company, the directors will
need the flexibility to finance business opportunities as they arise by
the issue of a small number of shares for cash in circumstances
such as the acquisition of a new company or business by the
company. The maximum ordinary shares to be covered under the
power, with the exception of a rights issue or other pre-emptive
offers, is £171,400, which represents 10% of the issued ordinary
share capital on 30 June 2006. This special resolution replaces the
directors’ existing authority and, if passed, will lapse at the earlier of
the AGM following its passing or, if later, on 2 February 2008.
RESOLUTION 7 — Under new regulations, the “Directors
Remuneration Report Regulations 2002”, directors are required to
ask shareholders to vote on the Directors Remuneration Report
(shown on pages 20 and 21). The directors, who have unanimously
endorsed the Directors’ Remuneration Report, consider that asking
the shareholders to vote on this report facilitates accountability and
transparency.  47
Shareholder Information
FINANCIAL CALENDAR
30 June 2006 Financial year end
12 September 2006 Announcement of preliminary results
2 November 2006 Annual General Meeting
March 2006 Announcement of interim results
30 June 2007 Financial year end
WEBSITE
The Group operates five websites, the main one being www.glisten.plc.uk where corporate and financial information is located and copies
of the interim and annual financial statements may be downloaded. This site allows you to access all Group operating division and
subsidiary websites. All sites are regularly updated.
ADMINISTRATIVE ENQUIRIES
All enquiries relating to individual shareholder matters should be made to the registrar:
Capita IRG Plc
Shareholder Services Department
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
The registrar will assist with enquiries regarding any change of circumstances (e.g. name, address, bank account details, bereavement,
lost certificates, dividend payment, and transfer of shares). All correspondence should be clearly marked “Glisten plc” and quote the full
name and address of the registered holder of the shares. 
Shareholder information together with a range of online services for Glisten plc shareholders is also available at the Registrar’s website —
www.capitaregistrars.com. This website may also be accessed directly from the Glisten plc website www.glisten.plc.uk.
SHARE PRICE
The current share price of Glisten plc ordinary shares of 12.5p can be obtained via the link to Hemscott on the company’s website.
Alternatively, it may be accessed through the website of the London Stock Exchange — www.londonstockexchange.com — or through FT
Cityline by dialling 0906 8432485 (calls cost 60p per minute).
PAYMENT OF DIVIDENDS
As detailed in the Chairman’s Statement it is the company’s intention to pay a dividend to all shareholders on the register at 13 October
2006. It is more efficient for shareholders and the company for dividends to be paid directly into bank or building society accounts. Any
shareholder who wishes to receive future dividends in this way should contact the Company’s registrar or utilise the online services on the
registrar’s website.
CONSOLIDATION OF SHARE CERTIFICATES
If your total registered shareholding is represented by several share certificates, you may wish to have these replaced by one consolidated
certificate. There is no charge for this service. You should send your share certificates to the Company’s registrar, together with a letter of
instruction. 48 Glisten plc Annual Report 2006
Shareholder Information
INVESTOR RELATIONS
For further copies of the Annual Financial Statements or other investor relations enquiries, please contact:
The Company Secretary
6A Harewood Yard
Harewood
Leeds, LS17 9LF
Tel: 0113 218 1950
Fax: 0113 387 3380
Email: rob.davies@glistenuk.com
COMPANY REGISTRATION
Registered Office: 6A Harewood Yard, Harewood, Leeds, LS17 9LF
Registered number: 4312585
Registered in England
ANALYSIS OF SHAREHOLDERS
Number of % of Total % of 
Size of shareholding holders total holding total
Up to 5,000 shares 591 82.1% 877,353 6.4% 
5,001 to 50,000 shares 95 13.2% 1,255,750 9.2%
50,001 to 200,000 shares 12 1.7% 1,138,508 8.3%
Over 200,000 shares 22 3.0% 10,447,602 76.1%
Total 720 100.0% 13,719,213 100.0%
GLISTEN Plc — TIMELINE
 Oct 2001 — Glisten plc founded
 June 2002 — Purchase of Glisten Confectionery Ltd for max. £11m
 June 2002 — AIM admission raising £5.5m at 80p per share and a £5m bank facility
 Oct 2003 — Acquisition of Sunya for £750k.
 Oct 2003 — Fund-raising of £700k at £1.65 per share
 Jan 2004 — Acquisition of F. Fravigar Limited for £6.5m and extension of Bank facilities
 Mar 2004 — Acquisition of Penguin for initial £100k net
 April 2004 — Fund-raising of £1.79m at £2.75 per share 
 July 2004 — Acquisition of certain House of York assets for £120k
 December 2004 — Fund-raising of £7.3m at £2.35 per share and a £17.25m bank facility
 December 2004 — Acquisition of Halo Foods Ltd and Nimbus Foods Ltd for an initial 
consideration of £6m and £8m profit dependent deferred consideration
 December 2005 — Acquisition of Lyme Regis Fine Foods Limited for an undisclosed sum 
and a £22m bank facility  GLISTEN CONFECTIONERY 
Managing Director: Ian Hague
Glisten Confectionery 
Hill Street 
Blackburn
BB1 3HG
Telephone: 01254 266300
Website: www.glistenconfectionery.com
Glisten Confectionery Skegness
Heather Road 
Skegness
PE25 3SR
Telephone: 01754 763352
Website: www.fravigar.co.uk
HALO FOODS LIMITED
Managing Director: Richard Garrett 
Halo Foods Limited
Tywyn
Gwynedd
LL36 9LW
Telephone: 01654 711171
Website: www.HaloFoods.co.uk
Halo Foods Newport
Queensway Meadows 
Newport
NP19 4XA
Telephone: 01633 277600
NIMBUS FOODS LTD
Managing Director: Ian Ramsay
Nimbus Foods Limited
The Marion 
Dolgellau
LL40 1UU
Telephone: 01341 423050
Website: www.NimbusFoods.co.uk
LYME REGIS FINE FOODS LTD
Managing Director: Alaa Zaki
Lyme Regis Fine Foods Limited
Station Industrial Estate
Liphook, Hampshire
GU30 7DR
Telephone: 01428 722900
Website: www.lymeregisfoods.com
Printed by www.jonesandpalmer.co.uk
Glisten plc — Principal Subsidiaries and Trading Divisions
Commercial Director: Albert Cuypers
Halo International Division
Vlaardingweg 4
3044 CK
Rotterdam
The Netherlands
Telephone: 0031 10415 2222 Glisten plc
6A Harewood Yard
Harewood Estate
Harewood
Leeds
LS17 9LF
Telephone: +44 (0)113 218 1950
Fax: +44 (0)113 387 3380
www.glisten.plc.uk
www.glistenconfectionery.com
www.halofoods.co.uk
www.lymeregisfoods.com
www.nimbusfoods.co.uk
Glisten plc Annual Report 2006