1
Contents
Page
Directors, Secretary and Advisors 2
Business Highlights 3
Chairman’s Overview 4
Chief Executive Officer’s Operating Review 5
Five Year Review 7
Directors 8
Report of the Directors 9
Corporate Governance Report 19
Corporate Social Responsibility 23
Directors’ Remuneration Report 24
Report of the Independent Auditor on the Consolidated Financial Statements 29
Consolidated Income Statement 31
Consolidated Balance Sheet 32
Consolidated Cash Flow Statement 33
Consolidated Statement of Changes in Equity 34
Notes to the Financial Statements 35
Report of the Independent Auditor - Company 59
Company Balance Sheet 61
Notes to Company’s Financial Statements 62
Notice of Annual General Meeting 67
Financial Calendar 74
Useful Information Sources for Shareholders 75 2
Company registration number: 2330913
Directors, Secretary and Advisors
Principal business address:
No 1 Croydon
12-16 Addiscombe Road
Croydon
Surrey CR0 0XT
Registered office:
Bensham House
324 Bensham Lane
Thornton Heath
Surrey CR7 7EQ
Directors:
Dr. Keith Hellawell QPM 
Rakesh V Patel
Ajay M Patel
Nick Woollacott 
Paul Edwards MBE 
Secretary:
S Venkateswaran
Principal bankers:
The Royal Bank of Scotland plc
280 Bishopsgate
London EC2M 4RB
Solicitors:
Jones Day
Solicitors
21 Tudor Street
London EC4Y 0DJ
Cripps Harries Hall LLP
Wallside House
12 Mount Ephraim Road
Tunbridge Wells
Kent TN1 1EG
Auditor:
Grant Thornton UK LLP
Registered Auditors
Chartered Accountants
Grant Thornton House
Melton Street
Euston Square
London NW1 2EP
Brokers:
Panmure Gordon & Co Limited
155 Moorgate
London EC2M 6XB
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
Registrars:
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU 3
31 March 31 March
2008 2007
£’000 £’000
Trading results
Revenue 84,934 74,274
Profit before tax 12,395 603
Profit/(loss) after tax 6,253 (1,763)
Proﬁt before tax is stated after charging the following items:
Research and development expenditure 275 115
Amortisation costs 4,300 4,661
Impairment losses 483 3,800
Professional costs in connection with Serious Fraud Ofﬁce investigation and
Department of Health claims 328 5,602
Balance sheet
Non-current assets 22,537 26,411
Current assets 43,636 43,785
Total assets 66,173 70,196
Non-current liabilities 805 1,117
Current liabilities 25,998 28,397
Total liabilities 26,803 29,514
Equity 39,370 40,682
Total equity and liabilities 66,173 70,196
Shareholder returns
Earnings/(loss) per share
Basic (pence) 16.9 (4.7)
Diluted (pence) 16.9 (4.7)
Dividends
Proposed dividend per share (pence) 5.5 5.1
Dividends paid during the period (pence) 7.6 6.8
Business Highlights I am pleased to report our re-focus on the core elements of our business is already proving to be
successful as reﬂected in our increased performance. However, this transition will take some time to
complete.  
On becoming the Chief Executive Ofﬁcer, Rakesh Patel, initiated a review of our systems and a
number of staff positions to enable the business to grow, and as a result key changes were made.
Any change in direction brings uncertainty in the minds of the workforce. In order to counter this the
executive Directors have spent a great deal of their time outlining the Board’s intentions to personnel
from all levels within the Group. This has proved positive in gaining their support and bringing
forward good ideas.
We have appointed a number of senior staff. The recruitment of Nick Woollacott and Paul Edwards
MBE as non-executive Directors has been completed and we will shortly recruit a Finance Director
to complete the Board line up.
An important part of the change process has been an upgrade of our systems and operating
methods. This has resulted in our appointing outside consultants to help us install IT and other
networks, robust risk assessment programmes and personnel systems which build in the resilience
and sophistication to cope with our anticipated growth. Although this will cause some disruption,
and take up to 18 months to complete, I consider this work crucial to our future performance.   
As I reported to the City, the sale of our non-core businesses to the former Chief Executive, Ajit Patel,
failed and we are now in the process of reviewing these businesses.
It is signiﬁcant that matters concerning litigation against the Company can now be relegated to the
end of my introduction. For the ﬁrst time for many years there are no active civil claims against us
and we were successful in our appeal to the House of Lords. However, this did not deter the Serious
Fraud Ofﬁce from pursuing a case against this Company adding, to many people’s surprise, minor
charges. I am very disappointed by their action and we continue to defend our position. 
It is well to remember the allegations made against us relate to events of more than a decade ago,
the Company has been under investigation for 6 years, the cost in legal and other professional fees
exceeds £6 million, and we have satisﬁed all the civil claimants. Moreover, I cannot begin to assess
the damage these allegations have caused to the reputation and share value of Goldshield. The
matter comes before the Trial Judge in the near future where we are hopeful for a positive outcome. 
Mike Reardon, a main Board Director, decided to leave us during the year. I thank him warmly for
the contribution he made over the years and wish him much success for the future. 
I would particularly like to thank Rakesh Patel and Ajay Patel, who have been largely shouldering
the burden of change during the last twelve months, and all of our employees for contributing to our
increased performance, which I am quietly conﬁdent will continue. 
Dr. Keith Hellawell QPM
Chairman
25 June 2008
4
Chairman’s Overview 5
I am delighted to present to shareholders my statement for my first year as Chief Executive of
Goldshield. 
It has been a good year for the Group. As I said this time last year our strategy was to move the
Group back to its core strengths of developing lifestyle consumer health brands and marketing
pharmaceutical products. I am therefore pleased to report that, as we progress with our development
programme, we are beginning to see the benefits of our strategy. An important part of this strategy
is creating a structure which can deliver long term growth in both profits and sales. This will be
achieved by attracting and retaining high quality people, the development of the ‘Goldshield’ brand
and the creation of systems which are both scaleable and provide first class information.
While our Chairman has already commented upon the House of Lords decision on the Serious Fraud
Office (SFO) charges, I would add that we were very pleased with the outcome. The next stage of
the legal process is reaching its conclusion and we remain optimistic as to the eventual outcome. 
The results for the year ended 31 March 2008 are very encouraging. Turnover is up 14.3% to £84.9
million (2007: £74.3 million) and profit before tax has risen to £12.4 million (2007: £0.6 million).
Pre-exceptional earnings before tax, amortisation and impairment losses (EBTA) are up 19.0% to
£17.5 million (2007: £14.7 million). As shareholders will be aware, the Group has nil gearing and
at 31 March 2008, our balance sheet was strong with £19.2 million of cash (2007: £23.3 million). 
The main factor behind the recovery in our profits is growth in the Pharmaceutical division revenues
by 19.7% to £63.8 million (2007: £53.3 million). The increase is mainly attributable to growth in
volumes on some key products and improved supplies. The Consumer Health division has shown
marginal increase in revenues to £19.2 million (2007: £19.0 million). We have been able to halt
the decline in values and volumes in this division with the introduction of LIPObind, a weight
management product. The detailed business review of the Group is provided on pages 9 to 13 in
the Report of the Directors.
In the light of this result, the Board is pleased to recommend a dividend of 5.5 pence (2007: 5.1
pence) per share. The dividend paid during the year was 7.6 pence (2007: 6.8 pence).
As well as dealing with the SFO case and our move back towards our core Consumer Health and
Pharmaceutical divisions, we have made some changes at Board level. As shareholders will be
aware, Kirti Patel left  at the end of December and we appointed Nick Woollacott and Paul Edwards
MBE as non-executive Directors in the late summer. We had hoped to make a number of small
disposals to our former Chief Executive, Ajit Patel, but regrettably, these did not happen and we are
in the process of reviewing these businesses.
There is, however, lots to be done. We have in LIPObind a market leading product in consumer
health. I am glad to add that we have a number of other products which are in the pipeline and
which we believe have similar potential. In our Pharmaceutical division we have a good relationship
with the NHS, but shareholders should be aware of the ongoing pressure on prices and, inevitably,
upon margins. Overall, a significant challenge for the business is to develop our ‘Goldshield’ brand
and to develop systems and people who can deliver at the highest level.
Systems are important. During the year much investment has been applied to our information
technology and Management Information Systems. This programme of upgrading is ongoing and
once complete during the first half of 2009/10, it will provide the information that we need to move
the Group forward.
Key people need to be recruited. These include a new Finance Director, where we expect to make
an announcement in the near future. We have recruited a Global Operations Director who will
oversee the entire supply chain, manufacturing and technical documentation functions. In addition
we have recruited the Head of Regulatory affairs and we expect the Head of Medical affairs and
Head of Quality to join us shortly. They will be part of our platform for the future. We must ensure
we deliver a quality product and that we have the skills and knowledge to anticipate what is
happening in the world of pharmaceuticals.
Quality and the value that the consumer places upon our brand will be important aspects of
protecting and developing our margins. Brand reputation will, therefore, move to the centre of our
Chief Executive Officer’s Operating Review 6
business. We will be paying close attention to building the reputation of Goldshield as a quality
brand and enhancing our performance so we can deliver products efficiently and competitively. It
must be a root and branch commitment.
Current trading and future prospects
The new year begins with Goldshield in good shape. Our balance sheet is strong and we are able to
make the investments we require. We will soon have improved systems and we have already
recruited many of the high quality people we need for our senior positions. Whilst I am very excited
about the future, we are still only part way through the transformation. It will be an evolution not a
revolution and we have a great deal more to do, but our results so far show what we can achieve.
Rakesh V Patel
Chief Executive Ofﬁcer
25 June 2008
Chief Executive Officer’s Operating Review
(continued) 7
IFRS IFRS IFRS IFRS UK GAAP
2008 2007 2006 2005 2004
£’000 £’000 £’000 £’000 £’000
Trading results
Revenue 84,934 74,274 80,025 80,767 87,063
Operating profit/(loss) 11,164 (98) 6,532 4,821 3,876
Profit before tax 12,395 603 6,807 4,503 3,315
Profit/(loss) after tax 6,253 (1,763) 3,880 471 (582)
Balance sheet
Non-current assets 22,537 26,411 32,321 40,056 50,089
Current assets 43,636 43,785 38,065 29,385 27,603
Total assets 66,173 70,196 70,386 69,441 77,692
Non-current liabilities 805 1,117 1,649 2,639 589
Current liabilities 25,998 28,397 23,265 23,513 33,658
Total liabilities 26,803 29,514 24,914 26,152 34,247
Net current assets/(liabilities) 17,638 15,388 14,800 5,872 (6,055)
Cash and cash equivalents 19,197 23,321 15,855 6,168 186
Equity 39,370 40,682 45,472 43,289 43,445
Shareholder returns
Earnings/(loss) per share
Basic (pence) 16.9 (4.7) 10.5 1.3 (1.6)
Diluted (pence) 16.9 (4.7) 10.4 1.3 –
Dividends
Proposed dividend per share (pence) 5.5 5.1 5.1 4.5 2.5
Dividends paid during the year (pence) 7.6 6.8 6.2 4.0 2.45
Employee numbers
Average number of employees in the year 930 922 870 831 648  
Five Year Review 8
The Directors of the Company, none of whom are related to each other, are: 
DR. KEITH HELLAWELL QPM,LLB,MSc, LLD, non-executive Chairman, joined the board on 15 May
2006. He has over forty two years experience in public sector management being a former Chief
Constable of two British police forces. Between 1998 and 2002, working directly to the Prime
Minister, he wrote and co-ordinated the United Kingdom national and international anti drugs policy.
During this time he also advised a number of other Governments and international bodies on drugs
policies. In addition he has over nine years experience in private sector management serving as a non-
executive Chairman or Director of a number of diverse companies including:- 1998/99 Evans of Leeds
(property), 2003/06 Dalkia plc (energy) and 2004/06 Sterience Limited (sterilisation plants) both
subsidiaries of the French company Veolia Env. He is an executive consultant to a Swedish H.R. group
and runs his own small communications company.
RAKESH V PATEL FCCA, Chief Executive Ofﬁcer, joined Goldshield in 1992, was appointed as
Finance Director in 1998. He managed core operational functions as well as business units within
the Group and became CEO in July 2007.
AJAY M PATEL BA (Hons) MIDM, DipCIM, DipMRS, Group Executive Director, joined Goldshield in
1993. From 1993 to 1998, he was responsible for the Group’s European Healthcare business,
predominantly Direct to Consumer and Retail Over The Counter (OTC) in the UK. In 1998 he was made
Marketing Director and now is responsible for the Group’s global Consumer Health division.
NICK WOOLLACOTT BSc (Hons) Physics, Companion IGEM, non-executive Director, is a former
FTSE 100 Executive Director who has spent most of his career on the commercial side of the energy
sector, primarily in international oil, gas and electricity. He has sat on many boards both nationally
and internationally and has wide experience of developing, acquiring or disposing of businesses in
the UK and overseas. He has also had direct responsibility for running a workforce of over 15,000
people with still more contractors. More recently he was Senior Independent Director of Enterprise
plc, the North-West based support services business, being involved in its move from the AIM
market to a full listing and then, later, overseeing its move back into private-equity supported private
ownership. He is a board member of Cyril Sweett Group plc, the AIM listed construction and project
management business, and of the University of Hertfordshire. At Goldshield he chairs the Audit
Committee.
PAUL EDWARDS, MBE, non-executive Director, has over 20 years of international management
experience gained in the pharmaceutical and biotechnology sectors. Currently he is the Chief
Executive of Ruston Poole International, one of Europe’s leading specialist Executive search firms
within the healthcare sector. In recognition of his work, he received the MBE for his services to the
biotechnology industry in 1997. At Goldshield he chairs the Remuneration Committee.
Directors 9
Report of the Directors
The Directors present their report for Goldshield Group plc for the year ended 31 March 2008.
Principal activities
The quoted Company is a parent undertaking and did not trade with third parties during the year.
The Group is engaged in the development, marketing and distribution of pharmaceutical and
consumer health products.
Results and dividends
The trading results for the year and the Group’s financial position at the end of the year are shown
in the attached financial statements, and are discussed further in the business review below.
The Company has paid the following dividends during the year: 2008 2007
£’000 £’000
Dividends paid on ordinary shares (5.1 pence per share on 20 August 
2007 and 2.5 pence per share on 10 January 2008/5.1 pence per share 
on 18 August 2006 and 1.7 pence per share paid on 9 January 2007) 2,817 2,525
In addition, a dividend of 5.5 pence (2007: 5.1 pence) on the ordinary shares has been proposed
after the end of the year. The proposed dividend is expected to be paid on 20 August 2008 to those
members on the register at the close of business on 25 July 2008.
Business review 
Financial overview
Revenue for the year ended 31 March 2008 was £84.9 million - a rise of 14.3% on last year (2007:
£74.3 million). Profit before tax was £12.4 million (2007: £0.6 million).  
The Directors are pleased with the performance during the year given the enormous changes over
the last twelve months. A more detailed analysis of the financial performance and position of the
business are provided below.
Key performance indicators
The Directors have monitored the progress of the overall Group strategy and the individual strategic
elements by the reference to certain financial and non-financial key performance indicators which
are analysed as follows and discussed elsewhere in the Report of the Directors:
Year to Year to 
31 March 31 March 
2008 2007 Change
£ million £ million £ million %
Revenue 84.9 74.3 10.6 14.3
Gross profit 57.5 48.0 9.5 19.8
Profit before tax, impairment 
and exceptional items 13.2 10.0 3.2 32.0
2008 2007
Number Number
Average number of employees 930 922 10
Earnings and operating results
The Group Earnings before Tax, Amortisation, Impairment and Exceptional costs (EBTA) were £17.5
million (2007: £14.7 million). The reconciliation to the Group’s operating profit/(loss) is given
below:
2008 2007
£’million £’million
Operating profit/(loss) 11.2 (0.1)
Amortisation 4.3 4.7
Impairment losses 0.5 3.8
Exceptional legal and professional costs 0.3 5.6
Finance income/(costs) 1.2 0.7
EBTA 17.5 14.7
The Group operating profit was £11.2 million (2007: loss £0.1 million) representing a margin of
13.2% (2007: (0.1)%). The operating profit/(loss) is stated after charging: 
• Exceptional legal and professional fees in connection with the Serious Fraud Office (SFO) and
Department of Health (DoH) claims amounting to £0.3 million (2007: £5.6 million).
• Impairment of the carrying value of goodwill of the Regina business and tangible assets of the
Wellbeing centre at Mumbai, amounting to £0.5 million (2007: £3.8 million).
Research and development expenditure
Research and development expenditure incurred and written off directly to the profit and loss
account was £0.3 million (2007: £0.1 million). As at 31 March 2008 the Group does not have any
capitalised development expenditure (2007: £nil).
Taxation 
The taxation charge of £6.1 million (2007: £2.4 million) represents an effective tax rate of 49.6%
(2007: (392%)).The effective tax rate is higher than the standard rate principally as a result of tax
losses due to amortisation, impairment losses, provision for legal costs which have been treated as
disallowed, and the tax losses on our US and Indian businesses which are not available to be offset
against profits elsewhere in the Group.  
Deferred tax charge included in the tax charge was £0.2 million (2007: deferred tax credit £1.2
million). The increase in the charge for the year is mainly on account of temporary differences in
relation to legal costs.
Cash ﬂow and liquidity
During the year the Group generated £4.8 million from operating activities (2007: £11.9 million). The
primary use of the operating cash was to settle litigation claims, meet increased working capital needs
of the business, and payment of corporation tax and dividends to shareholders. The Group used £4.67
million (2007: £nil) to buy back 1.65 million of its shares which have subsequently been held as
Treasury Shares. In addition the Group has expended £1.2 million on property, plant and equipment
(2007: £2.7 million). The Group also funded the Employee Benefit Trust (EBT) for purchase of shares
to be used for the Long Term Incentive Plan (LTIP) amounting to £1.9 million (2007: £nil).
The Group ended the year with a cash balance of £19.2 million (2007: £23.3 million). The Group
deployed its cash surpluses in money market instruments, earning interest income for the year. The
average rate of interest earned on short term deposits during the year was 6.8%.
Report of the Directors
(continued) 11
Pharmaceuticals division
The Pharmaceuticals division achieved total sales of £63.8 million (2007: £53.3 million). Our
European retail brand business achieved sales of £36.6 million (2007: £29.8 million). The increase
is attributable to growth in volume and improved supplies.
Our Hospitals business in Europe recorded sales at £12.6 million (2007: £11.4 million). 
Our range of differentiated Bupivacaine epidural infusions received support from the DoH and the
National Patient Safety Agency (NPSA). These products help prevent inadvertent intravenous
administration following high profile cases highlighted in the national media this year and have
already shown an upturn in sales of our licensed products in the UK. We anticipate a wider
European interest in our Bufecaine (Bupivacaine and Fentanyl) infusions, which we aim to register
throughout Europe, with the first submission in the UK planned in the first quarter of 2009. This
will create significant opportunities in developing a pan European safety franchise.
The strategic focus on European business development via product development, acquisition and
strategic partnership coupled with UK dossier development for Decentralised Process submissions,
will lead to increased registrations of our existing and new products in the short, medium and longer
term which will lead to sales growth throughout the EU.
The Group’s Retail Generics business achieved sales of £9.3 million (2007: £7.4 million). The UK
Generic market continues to go through a phase of consolidation within the industry as well as in
distribution channels. This impacts the overall sentiments within the market. A number of non-
marketed products have been reactivated and are being launched in the current year. 
Sales in our Country Distributor business were £5.3 million (2007: £4.7 million). Performance
should continue to improve with the establishment of new product registrations, improved product
supply and introduction of new distribution partners across different territories.
Consumer Health division
The Consumer Health division has shown a marginal increase in revenues at £19.2 million (2007:
£19.0 million). Gross margins have improved largely due to the performance of LIPObind, a new
weight management product, Rozip and Pomex. 
Our European Direct to Consumer business achieved sales of £11.1 million (2007: £11.6 million).
The high cost of customer acquisition, existing product range, and historical inconsistent branding
in the existing packaging remain the key challenges for the division. Further opportunities lie in the
form of new product introductions, not only in generic alternatives, but in branded propositions with
clear unique selling points. Progress is being made on the re-packaging and re-marketing of key
generic products into value added branded alternatives. 
Consumer Health Retail Europe business achieved sales of £2.7 million (2007: £1.4 million). The
increase was largely due to LIPObind getting introduced in major high street retailers, such as Boots,
Superdrug, Tesco and Julian Graves.
Sales for the North American units for the year were lower at £5.1 million (2007: £5.9 million).
The business is made of two parts; a Direct to Consumer model along the same lines as its
counterpart in the UK, the second is the Direct Sales Business Unit (acquired in 2000  and 2001).
Both units have suffered continued losses since the acquisitions in 2000 and 2001. The challenge
is to refocus the businesses on new product introductions and streamlining the support functions.
The weakening dollar also impacted the revenue to the extent of £0.3 million.
We are continuing to assess the results of test marketing in India where consumer health products
are sold through health camps and selected retail stores. 
Report of the Directors
(continued) 12
Strategy
During the year the Company went through a significant change in the Group Board structure and
rewrote its strategy to return to its core business. An important part of this strategy is creating a
structure which can deliver long term growth in both profits and sales. 
Future outlook
The Directors recognise the role of the Group’s employees in growing the Group’s business and
accordingly have taken steps to invest in a people development program with the help of an external
consultant. The Directors are committed to developing a comprehensive management information
system which is currently being reviewed by Accenture.
Principal risks and uncertainties
The management of the business and the nature of Group’s strategy are subject to number of risks.
Capacity constraints of suppliers of key products
The volume growth planned in some of our key pharmaceutical products may be impacted due to
capacity constraints with some of our suppliers. The senior management is already working on
initiatives including regulatory areas to develop alternative sources of supply to maintain consistency
in supplies for the Group’s growth needs.
Economic downturn
The success of the consumer health business is reliant on consumer spending. An economic
downturn, resulting in reduction of consumer spending power will have a direct impact on the
income achieved by the Group.  
In response to this risk, senior management aim to keep abreast of economic conditions. In cases
of severe economic downturn, marketing and pricing strategies will be modified to reflect the new
market conditions.
High proportion of ﬁxed overheads and variable revenues
A large proportion of the Group’s overheads are fixed. There is the risk that any significant changes in
revenue may lead to the inability to cover such costs.
Senior management closely monitor fixed overheads against budget on a monthly basis and cost saving
exercises are implemented when there is an anticipated decline in revenues. 
Competition
The market in which the Group operates is highly competitive. As a result there is constant downwards
pressure on margins and the additional risk of being unable to meet customers’ expectations. Policies
of constant price monitoring and ongoing market research are in place to mitigate such risks.
Pharmaceutical Price Regulation Scheme (PPRS) 
The proposed new Pharmaceutical Price Regulation Scheme (PPRS) to be effective January 2009, will
require the Company to deliver greater savings to the Department of Health (DoH) and will impact the
Pharmaceutical business going forward.
Report of the Directors
(continued) 13
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern in order to provide returns for shareholders and benefits for other stakeholders.
Consistent with others in the industry and of its size, the Group believes that an optimum capital
structure is currently achieved entirely through equity and with no net debt. Total equity at 31 March
2008 was £39.4 million (2007: £40.7 million).
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or raise future funds through debt.
The capital structure of the Company, and the rights and obligations of those shares, are detailed in
note 12 to the financial statements.
Revenue
Revenue for the year was £84.9 million compared to £74.3 million in the previous year.
The revenue for the Pharmaceuticals division grew to £63.8 million compared to £53.3 million in
the previous year primarily due to the promotion of some of our key products like Codipar,
Macrodantin and Traxam. We also had the benefit of increased sales from Zapain, Fersamal Tablets
and Eltroxin sold through the Primary Care Trusts.
The revenue for the Consumer Health division increased slightly during the year at £19.2 million
(2007: £19.0 million) with most of the efforts spent in building up a strategy to grow this business
profitably in the coming years through introduction of new products and introducing innovative
methods of recruiting new customers at a lower cost.
Gross proﬁt
Gross profit during the year increased to £57.5 million from £48.0 million in the previous year
representing 67.7% of revenue (2007: 64.6%).
The increase is mainly attributable to growth in volumes and improved supplies.
Essential contracts
The Group’s performance is largely reliant on sourcing high quality products at the lowest possible
prices. Whilst price is important, the Directors do not believe that lowering price is an acceptable
alternative to producing quality products. The Group has benefited from a number of contracts with
suppliers which have proved essential in enabling the Group to deliver quality products at the lowest
possible price.
In addition the Group has a number of members of staff who, due to their knowledge of the Group
and its intellectual property, are essential to the continued smooth running of the business. The Group
reviews its employment policies at regular intervals, including a review of its performance-related pay
policies, so as to ensure these members of staff continue to remain incentivised and their goals remain
congruent with those of the Group. All employment contracts contain non-compete agreements. All
employment contracts also stipulate that all intellectual property remains that of the Group. 
Directors
The details of Directors who served during the year are set out below.
Report of the Directors
(continued) 14
Report of the Directors
(continued)
The beneficial interests of the Directors and their families in the shares of the Company at 1 April 2007
and 31 March 2008, as recorded in the register maintained by the Company, were as follows:
5p Ordinary shares
31 March 2008 1 April 2007
Executive Directors
Rakesh V Patel 655,804 549,791
Ajay M Patel 495,000 360,000
Kirti V Patel (upto 31 December 2007) – 1,388,868
Mike Reardon (upto 14 November 2007) – 1,000
Ajit R Patel (upto 2 July 2007) – 3,300,000
Non-executive Directors
Dr. Keith Hellawell QPM – –
Nick Woollacott (w.e.f. 8 August 2007) – –
Paul Edwards MBE (w.e.f. 8 August 2007) – –
Peter Brown (upto 8 August 2007) – 100,000
Ken O Pelton (upto 8 August 2007) – 105,816
As at 25 June 2008 there had been no change in Directors’ shareholdings since 31 March 2008.
Details of Directors’ share options are set out in the Remuneration Report on page 27.
Dr. Keith Hellawell QPM retires by rotation, and being eligible, offers himself for re-election at the
Company’s forthcoming Annual General Meeting.
In accordance with Article 100 of the Articles of Association, Nick Woollacott and Paul Edwards
MBE who were appointed as directors on 8 August 2007 retire and being eligible, offer themselves
for re-election at the Company’s forthcoming Annual General Meeting.
Group employees
The Group’s employees are fundamental to the future success of the business. Regular training
programmes are offered to new recruits and existing members of staff. Annual staff satisfaction
surveys are undertaken to ensure that the training programs and other staff initiatives meet the
needs of staff.
To ensure the aspirations of employees are congruent with the objectives of the Group, all employees
are incentivised based on performance. The success of the Group is dependent upon the quality and
performance of its employees and the Group continues to ensure this through continuous training
and development, facilitated by Investors in People. 
Information about the Group’s activities is regularly communicated to all employees through an
internal web-site called the ‘Grapevine’.
Employee sharesave scheme
An employee sharesave scheme is open to all eligible employees. Under the terms of the scheme the
Directors may offer options to purchase ordinary shares in the Company to employees who enter into
an Inland Revenue approved sharesave contract. The price of each share option is at a discount of
20% from the market price at the date of granting the options. Options may normally be exercised
during the period of six months after the completion of the sharesave contract.   15
Share options
During the year no new share options were granted to employees. Details of the options granted so
far are set out in note 12 to the financial statements.
Long Term Incentive Plan (LTIP)
The Company has also introduced a LTIP to select senior management personnel (including the
executive Directors). The awards under the LTIP are based on performance targets to be achieved in
terms of Earnings Per Share (EPS) and Total Shareholders Return (TSR).
Details of the Directors’ Share Options and LTIP awards are shown in the Directors’ Remuneration
Report on page 27 and 28.
Charitable and political donations
Donations to charitable organisations amounted to £nil (2007: £81,880).
Donations to political organisations amounted to £nil (2007: £nil).
Substantial shareholders
Director shareholdings
Director name Amount % Holding
Rakesh V Patel 655,804 1.7% 
Ajay M Patel 495,000 1.3%
As at 6 May 2008 the Company has been advised of the following holdings, in addition to those of
the Directors disclosed above, of 3% or more of the nominal value of the Company’s shares:
Name Shareholding %
Schroder Investment Management Limited 8,958,905 23.4% 
Barclays Global Investors 2,402,174 6.3% 
Halifax Share Dealing Services 2,148,735 5.6% 
Ajit R Patel 2,100,000 5.5%
Legal & General Investment Management Limited 2,122,684 5.5% 
Deutsche Bank AG 1,827,423 4.8% 
AXA Rosenberg Investment Management Limited 1,829,687 4.8% 
Hermes Assured Limited 1,797,686 4.7% 
Kirti V Patel 1,558,868 4.1% 
Canada Life Limited 1,288,766 3.4% 
Acquisition of the Company’s own shares
The Company acquired 800,000 of its 5 pence ordinary shares on 6 March 2008 for a consideration
of £2.65 per share, 750,000 shares on 14 March 2008 and a further 100,000 shares on 18 March
2008 both for a consideration of £2.95 per share. This represented 4.3% of the Company’s share
capital at the date of repurchase.
The total amount paid for the shares was £4,666,681 which together with stamp duty and
commissions have been deducted from equity. The acquired shares are held as treasury shares and can
be re-issued at any point in time by the Company.
Report of the Directors
(continued) Payment policy and practice
It is the Group’s policy to settle the terms of payment with suppliers when agreeing the terms of the
transaction to ensure that suppliers are aware of these terms. In general the trading terms entered
into are payment at the end of the month following the month of invoice. Trade payables due at the
year end amount to 38 days’ purchases (2007: 41 days).
Auditor
Grant Thornton UK LLP offer themselves for re-appointment as auditor in accordance with Section
385 of the Companies Act 1985.
Annual General Meeting (AGM)
It is proposed that the next AGM of the Company will be held on 6 August 2008, at 10.00 am, notice
of which is set out on pages 67 to 73. In addition to the proposed resolutions to receive the Report
and Accounts, declare a dividend, re-appoint Directors in accordance with the Company’s Articles of
Association, to appoint Grant Thornton UK LLP as Auditor and to authorise the Directors to fix the
Auditor’s remuneration, and to approve the Remuneration Report, it is proposed that the following
business be transacted:
Directors’ authority to allot securities (Resolution 8 - Ordinary resolution)
The Directors seek to renew this authority each year at the AGM. The effect of resolution 8 is to
grant to the Directors authority to allot new securities limited to an aggregate nominal amount of
£586,712 representing approximately one third of the Company’s issued share capital as at 31
March 2008 (being the date of the Company’s last Annual Accounts). This renewed authority would
remain in force for 15 months from the passing of the resolution or, if earlier, until the next AGM.
Disapplication of pre-emption rights (Resolution 9 - Special resolution)
The Directors seek to renew this authority each year at the AGM. Under the Companies Act 1985,
shareholders have “rights of pre-emption” in relation to the issue of equity securities. This means that
if new shares in the Company are to be offered for subscription for cash they must first be offered to
the existing shareholders in proportion to their holdings at the time of such offer. The Companies Act
requires that the Directors seek the approval of the shareholders if they wish to disapply these rights.
The Directors are seeking authority to disapply pre-emption rights over 1,760,135 equity securities,
representing approximately 5% of the issued share capital of the Company as at 31 March 2008. This
renewed authority would remain in force for 15 months from the passing of the resolution or, if earlier,
until the next AGM.
Company’s authority to purchase its own shares (Resolution 10 - Special resolution)
The Directors are seeking to renew the authority for the Company to purchase in the open market
up to 10% of the issued share capital of the Company. The Company undertakes that it will, if the
resolution is passed, only exercise such authority to buy back its own shares if such purchase would
have the effect of increasing the earnings per share and if they believed that to do so would be in
the best interests of the shareholders generally. 
If the resolution is passed the Company will be authorised to buy in one transaction or any number
of transactions an aggregate maximum of 3,520,271 shares, representing approximately 10% of the
issued share capital of the Company as at 20 June 2008 (being the latest practicable date prior to
publication of the Notice of AGM). 
The maximum price the Company will be permitted to pay will be equal to 5% above the average
middle market quotations for the five business days preceding the transaction and the minimum
price will be 5 pence (being the nominal value of the shares).
The total number of options to subscribe for ordinary shares outstanding as at 20 June 2008 was
162,694 representing approximately 0.45% of the issued share capital of the Company at such date.
16
Report of the Directors
(continued) 17
If the authority to purchase shares were to be exercised in full, the total number of options to
subscribe for ordinary shares outstanding as at 20 June 2008 would represent 0.40% of the issued
share capital (assuming no other further ordinary shares were issued after that date).
Conﬂicts of interest (Resolution 11 – Special resolution)
The Companies Act 2006 sets out Directors’ general duties in relation to Directors conflicts of
interest and the relevant provisions largely codify the existing law but with some changes. Under the
Companies Act 2006, from 1 October 2008, a Director must avoid a situation where he has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict with the Company’s
interests. The requirement is very broad and could apply, for example, if a Director becomes a
Director of another company or a trustee of another organisation. The Companies Act 2006 allows
Directors of public companies to authorise conflicts and potential conflicts, where appropriate,
where the Company’s articles of association contain a provision to this effect. The Companies Act
2006 also allows the articles of association to contain other provisions for dealing with Directors’
conflicts of interest to avoid a breach of duty. On a precautionary basis, the Board would like to
introduce such a provision into the Articles of Association giving the Directors’ authority to approve
such situations.
There are safeguards which will apply when Directors decide whether or not to authorise a conflict
or potential conflict. First, only Directors who have no interest in the matter being considered will be
able to take the relevant decision, and secondly, in taking the decision the Directors must act in a
way they consider, in good faith, will be most likely to promote the Company’s success. The Directors
will be able to impose limits or conditions when giving authorisation if they think this is appropriate.
It is also proposed that the proposed amendments to the Articles of Association should contain
provisions relating to confidential information, attendance at board meetings and the availability of
Board papers to protect a Director being in breach of duty if a conflict of interest or potential conflict
of interest arises. These provisions will only apply where the position giving rise to the potential
conflict has previously been authorised by the Directors. It is the Board’s intention to report annually
on the Company’s procedures for ensuring that the Board’s powers to authorise conflicts are
operated effectively.
Website communications (Resolution 12 – Special resolution)
Provisions of the Companies Act 2006 which came into force in January 2007, enable Companies to
communicate with members via their website. The further proposed amendments to the Company’s
Articles of Association are designed to permit the Company to take advantage of the new provisions
relating to communications with members via the Company’s website, rather than via post. The
proposed change could both save the Company significant money via reduced postage costs and assist
the environment by reducing paper usage. However, before the Company can communicate with its
members via its website, each member must be asked individually by the Company to agree that the
Company may send or supply documents or information to him/her by means of its website, and the
Company must either have received a positive response to the request or have received no response
to it, within the period of 28 days beginning with the date on which the request was sent. If the
resolution is passed, (following the AGM) the Company will be writing formally to all members to
advise them of the new arrangements and inviting them to select their preferred means of receiving
shareholder information from the Company.
Once the new arrangements are implemented, the Company proposes to notify members by email
when a relevant document or piece of information is placed on its website and a member will be
entitled to request a hard copy of the relevant material.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year which give a
true and fair view of the state of affairs of the parent Company and the Group as at the end of the financial
Report of the Directors
(continued) year and of the profit or loss of the Group for the financial year.  Under that law the Directors are required
to prepare the Group financial statements in accordance with International Financial Reporting Standards
as adopted by the European Union (IFRSs). The Directors have elected to prepare the parent Company
financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (UK
GAAP)/IFRSs. 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
• for the Group financial statements, state whether applicable IFRSs have been followed, subject to
any material departures disclosed and explained in the financial statements;
• for the parent Company financial statements, state whether applicable UK Accounting Standards
have been followed, subject to any material departures disclosed and explained in the financial
statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group 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 enable them to ensure that the
financial statements comply with the Companies Act 1985. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
In so far as the Directors are aware:
• 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.
To the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as a whole; and
• the management report includes a fair review of the development and performance of the business
and the position of the Company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties that they face.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
BY ORDER OF THE BOARD
S Venkateswaran 
Secretary  
25 June 2008
18
Report of the Directors
(continued)
Rakesh V Patel
Chief Executive Ofﬁcer
25 June 2008 19
Application of principles
The Group is committed to applying the best principles of Corporate Governance. The Compliance
Statement is given under the Combined Code 2006 (the FRC Code).
Compliance statement
The Company has complied throughout the year with the Code provisions set out in section 1 of the
Combined Code with the following exceptions:
While the Board has introduced a process of evaluating the performance of the executive Directors
with an appropriate performance pay scheme with reference to the proﬁt and loss account of different
business and operating units under their respective control, it is yet to introduce a process for
evaluating the performance of the Committees and Independent Directors (provision A.6.1). It is
considering introducing an appropriate process for evaluating the performance of the Committees and
Independent Directors. At the meetings of the Group Board, performance of executive Directors are
reviewed with reference to the summarised ﬁnancial results of the various units under their respective
control.
Board composition
The Company is controlled through its Board of Directors. The Board comprises the non-executive
Chairman and two other non-executive Directors, the Chief Executive and one other executive
Director. The Board’s main roles are to create value for shareholders, to approve the Company’s
strategic objectives and to ensure that the necessary ﬁnancial and other resources are made
available to enable them to meet those objectives. Speciﬁc responsibilities reserved to the Board
include: setting Group strategy, reviewing operational and ﬁnancial performance, approving major
acquisitions, divestments and capital expenditure; approving appointments to the Board and the
Company Secretary, approving policies relating to Directors remuneration and the severance of
Directors’ contracts; and ensuring that a satisfactory dialogue takes place with shareholders.
The executive Directors of the Board are:
Rakesh V Patel
Ajay M Patel
All the above executive Directors submit themselves for re-election at least every three years and at
the ﬁrst AGM after appointment. 
The non-executive Directors are Nick Woollacott, Paul Edwards MBE and Dr. Keith Hellawell QPM,
who is also Chairman of the Group.
Nick Woollacott joined the Board on 8 August 2007 and is the Senior independent non-executive
Director and also chairs the Audit Committee.
Paul Edwards MBE joined the Board on 8 August 2007 as independent non-executive Director and
also chairs the Remuneration Committee.
The Board met ten times during the year under review. At each meeting the Board receives reports
from the Chief Executive and other Directors and senior management as required.
The Board has three Committees, whose terms of reference can be inspected by prior arrangement
at Goldshield’s ofﬁce in Croydon.
Corporate Governance Report  Audit Committee
Ken O Pelton (Chairman) (upto 8 August 2007)
Peter M Brown (upto 8 August 2007)
Nick Woollacott (Chairman) (w.e.f. 8 August 2007)
Paul Edwards MBE (w.e.f. 8 August 2007)
The Audit Committee’s duties include reviewing the external audit arrangements, including the
scope, results and cost effectiveness of the audit, any changes in accounting policies and
procedures, the judgmental decisions affecting ﬁnancial reporting, compliance with accounting
standards and with the Companies Act and considering the auditors’ comments on internal controls
and management’s response. The Audit Committee monitors the nature and extent of non-audit
services provided by the auditors to ensure their independence and objectivity is maintained.
Nick Wollacott is a member of the Audit Committee of an AIM listed company and has past experience
as a member of Audit committees of listed companies. The Board is of the opinion that Nick Wollacott
satisﬁes the requirement for recent and relevant ﬁnancial experience.
Audit Committee meetings are also attended by invitation by representatives of the Group’s auditors,
the Chairman, the Chief Executive Ofﬁcer and the Company Secretary. The Committee considers the
Group’s annual and interim ﬁnancial statements and any questions raised by the auditors on the
statements and ﬁnancial systems.
During the year, the Audit Committee met four times and reviewed the Group’s draft ﬁnancial
statements and interim results statement prior to Board approval and considered the external
auditors’ detailed reports thereon. The Committee also reviewed the performance of the in-house
internal audit function. The audit plan is independently drawn up by the in-house internal audit
department and discussed with the Audit Committee for adequacy of coverage. The Audit Committee
also directs the internal audit department to carry out speciﬁc assignments. The internal audit reports
are given to the operating heads, and are also independently discussed with the Audit Committee for
their feedback and suggestions which are then implemented upon.
The Group’s auditors, Grant Thornton UK LLP , provide some non-audit services. The majority of
these are compliance services on various taxation issues within the Group, and do not compromise
their independence as auditors. The level of non-audit fees (which are less than the audit fees) are
reviewed annually by the Committee.
Remuneration Committee
Peter M Brown (Chairman) (upto 8 August 2007)
Ken O Pelton (upto 8 August 2007)
Paul Edwards MBE (Chairman) (w.e.f. 8 August 2007)
Nick Woollacott (w.e.f. 8 August 2007)
Dr. Keith Hellawell QPM, Group Chairman attends the meetings of the Remuneration Committee by
invitation.
The Remuneration Committee met three times in the ﬁnancial year and determined the Directors’
remuneration and the issue of share options. None of the Committee members have any personal
ﬁnancial interest in the matters to be decided, nor potential conﬂicts of interest arising from cross-
directorships nor any day to day involvement in the running of the business. The Committee consults
with the Board about its proposals and has access to professional advice from inside and outside
the Group.
Corporate Governance Report 
(continued)
20 21
Corporate Governance Report 
(continued)
Nomination Committee
Peter M Brown (Chairman) (upto 8 August 2007)
Dr. Keith Hellawell QPM (Chairman) (w.e.f. 8 August 2007)
Ken O Pelton (upto 8 August 2007)
Ajit R Patel (upto 2 July 2007) 
Nick Woollacott (w.e.f. 8 August 2007)
Paul Edwards MBE (w.e.f. 8 August 2007)
The Nomination Committee meets as required to select and recommend suitable candidates to the
Board for both executive and non-executive appointments. The selection process includes search
using external agencies. As at 31 March 2008, the number of non-executive Directors stood at 3,
complying with the provision of Combined Code 2006 (The FRC Code). 
The number of scheduled Board meetings and Committee meetings attended by each Director during
the year was as follows:
Scheduled Audit RemunerationNomination
Board Committee Committee Committee
Name of the Director Meetings Meetings Meetings Meetings
Dr. Keith Hellawell QPM-Chairman 10 / (10) 4 / (4)
(*)
3 / (3)
(*)
2 / (2)
Rakesh V Patel 10 / (10) 4 / (4)
(*)
n/a n/a
Ajay M Patel 10 / (10) n/a n/a n/a
Nick Woollacott (w.e.f. 8 August 2007) 5 / (5) 3 / (3) 3 / (3) 2 / (2)
Paul Edwards MBE (w.e.f. 8 August 2007) 5 / (5) 3 / (3) 3 / (3) 2 / (2)
Figure in brackets indicate maximum number of meetings in the period in which the individual was a Board member 
n/a - indicates not applicable
(*) Attendance by invitation
Shareholder relations
The Chairman and the Chief Executive Officer meet and telephone institutional shareholders to discuss
the Group’s strategy and financial performance. Efforts are made to keep shareholders informed
through analysts’ meetings, road shows and soundings taken from individual shareholders as and
when required.
All shareholders can gain access to information about the Group, including the annual report,
through the Goldshield website www.goldshieldplc.com.
Risk management and internal controls
The Directors acknowledge their responsibility for the Group’s system of internal controls. The intent
is to manage risk rather than eliminate it and controls cannot provide an absolute assurance against
material misstatement or loss. Decision on key issues is taken by the Board keeping in mind the
possible risks associated with the situation and ability of the Group to manage those risks effectively.
The key features of the Group’s systems of internal controls are as follows:
• Control environment: short and direct lines of responsibility are designed to ensure that business
risks are communicated for prompt review. The performance of each business unit is reviewed at
regular monthly meetings. The full Board also reviews the same at regular Board meetings held
at least six times each year. A period of at least five days each year is set aside for strategic
planning and assessment of risks affecting the Group attended by senior managers from all parts
of the Group. In addition, a meeting of Unit Heads is held at least twice in a year, when matters
of strategic importance are discussed with specific emphasis on training and development.
Further, the Board meets every quarter for a two day strategic meeting during which the Board
evaluates the strategic direction and performance of the Group. • Operating procedures: key financial controls are documented as operating procedures setting out
responsibilities and financial authority levels.
• Budgeting: a comprehensive budgeting procedure is followed by business units. The Chief
Executive Officer presents an annual forecast at Group level for discussion and agreement by the
Board.
• Information systems: the Group’s accounting systems are backed up and scaleable to meet
business needs. Sufﬁcient precautions are taken to retain the processed data in an off-site location,
which forms part of the disaster recovery program followed by the Group.
A regular review takes place with the Group insurance brokers to assess the adequacy of the Group’s
insurance cover in the face of operational and other risks of the business.
The Board fully recognises the importance of adopting appropriate risk and control measures. The
Audit Committee has reviewed the annual report from the in-house internal audit function and is
satisﬁed with the scope and quality of audit work taken up in different areas of operational controls
and the work undertaken to compile a comprehensive Risk Register. The Committee also reviews the
internal audit reports keeping in mind the need to take remedial actions on signiﬁcant audit ﬁndings
pursuant to C.2.1 of the Combined Code.
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
continue to adopt the going concern basis in preparing the ﬁnancial statements. An explanation of
the Group’s cash ﬂow position at 31 March 2008 is mentioned on page 10.
22
Corporate Governance Report 
(continued) 23
Goldshield is committed to being a socially responsible corporate citizen.
Environment
Common sense measures to save energy and ﬁnite resources are taken where practicable; in
particular relating to controlled use of energy, paper and other resources. The Board does not
consider it appropriate to implement a detailed environmental policy for its activities given that it
does not itself manufacture products. The Board does however share current concerns on
environmental issues and will where possible ensure that its activities are carried out in an
environmentally friendly manner.
Health and safety
The Board aims to take due and proper care of risks to the health, safety and welfare of its
employees; taking account of the differences that apply to legislative requirements in the different
countries where it operates. Particular attention is paid to ﬁre drills and other safety procedures in
establishments operated by the Group.
Ethics
The Group has policies on business practices, receipt of gifts, use of the internet and whistleblowing.
The Group realises that its reputation depends on adopting ethical and socially responsible procedures
and will encourage adoption of employment, health and safety and other appropriate procedures to
meet this objective.
Employment
The Group employs over 900 employees worldwide based in the United Kingdom, India, Ireland and
the USA. Our success depends on the skills and attitude of our employees. Our human resource
strategies are aimed at ensuring that employees are trained to be competent to fulﬁll their roles and
with an opportunity to develop to their full potential. Emphasis is placed on sharing knowledge for
the beneﬁt of employees and the Group.
The Group operates in an international market and we believe it is important for all employees to be
treated with dignity and respect. Decisions relating to recruitment, development, promotion and
training of individual employees are based on an objective assessment of skills and attitudes and job
requirements. 
Community involvement
Employees are encouraged to make contributions to charities and other community causes and
collections are regularly made for charitable purposes.
Corporate Social Responsibility 24
Directors’ Remuneration Report
Directors’ remuneration
The Group recognises that Directors’ remuneration is of legitimate concern to the shareholders and
is committed to following current best practice. 
Section 1: Information not subject to audit
The Remuneration Committee
Main Board Directors’ remuneration is determined by the Committee, which also has an overview
of incentive payments and option issues to other members of the Company.
None of the Committee members has any personal ﬁnancial interest in the matters to be decided,
nor potential conﬂicts of interest arising from cross directorships nor any day-to-day involvement in
the running of the business. The Committee invites the Chief Executive Ofﬁcer and other executives
to attend its meetings when it is appropriate to get their advice on the issues under review.
The Remuneration Committee is chaired by Paul Edwards MBE.
Policy on Directors’ remuneration
The Committee aims to ensure that Directors’ remuneration is fair and in line with market rates in
comparable companies. Incentive schemes are designed to provide rewards for achieving objectives
that will increase shareholder value. A signiﬁcant proportion of remuneration is performance related.
There are three elements to the remuneration package:
• Basic annual salary and pension contributions
• Equity Incentives which comprise Long Term Incentive Plan (LTIP) share awards and share
options
• Cash bonuses.
Salary 
Executive Directors’ basic salaries are reviewed annually by the Committee which takes into account
salary levels of comparable companies. Salaries were last reviewed in March 2008 when it was decided
to increase the salary of the Chief Executive Ofﬁcer, Rakesh Patel to £315,000 and Ajay Patel’s salary
to £225,000. The Chief Executive Ofﬁcer was appointed to his current position on 3 July 2007.
It is the Committee’s general strategy to pay salaries at approximately median levels with increased
remuneration coming from cash bonuses and the increase in value of the LTIPs and options held by
each executive Director.
In establishing salary and bonus levels the Company considers the average remuneration packages
paid by all the listed UK companies with similar market capitalisations in the pharmaceutical and
healthcare sectors.
Bonus
Executive Directors’ bonus payments are decided by the Committee based upon the overall
performance of the Company and the achievement of targets by units answering to that Director.
The performance criteria for executive Directors’ bonuses are meeting or exceeding pre-determined
ﬁnancial and non-ﬁnancial targets of the units for which they are responsible under our de-
centralised management style.  
For the Chief Executive Ofﬁcer they are meeting or exceeding the Earnings Before Interest, Tax,
Depreciation and Amortisation (EBITDA) and proﬁt expectations in the Company’s business plan and
the market as well as meeting and exceeding pre-determined non-ﬁnancial targets. The
Remuneration Committee have discretion to vary, increase or decrease bonuses that are
mechanistically produced by these formulae.
The maximum annual bonus for 2008/09 will be 65% of base salary. The bonus awarded for
2007/08 was 40% of salary. 25
Equity incentives 
The Company has two share option schemes and a LTIP:
• Goldshield Group plc Share Option Plan 
The Goldshield Group plc Share Option Plan (previously known as the ‘unapproved scheme’) was
amended at the 2007 AGM to allow the grant of both HMRC approved and unapproved share options.
Under this scheme options have been granted to executive Directors and other employees.
• Employee Sharesave Scheme
The Company established an Inland Revenue approved savings related sharesave scheme in
1998. These options are capable of exercise after either three, ﬁve or seven years at the
employees’ choice on the date of entering the contract.
• The LTIP 
The LTIP was approved by shareholders at the AGM in 2007. Under the Plan participants receive
awards of shares, which normally vest in three years subject to performance conditions.
The number of new shares which may be issued pursuant to awards under the LTIP and share option
schemes shall not exceed (a) 10% of the Company’s issued ordinary share capital, when aggregated
with the number of shares issued pursuant to share awards granted in the preceding ten years under
any other employee share scheme approved in general meeting by the Company and (b) 5% of the
Company’s issued ordinary share capital, when aggregated with the number of shares issued pursuant
to share awards granted in the preceding ten years under any other discretionary employee share
scheme approved in general meeting by the Company unless, in the opinion of the Remuneration
Committee, the level of performance achieved is exceptional, in which case the limit in (a) will apply.
The maximum value of an LTIP award that may be made to an individual participant in respect of
any performance cycle may not exceed 170% of his base salary at the date of the award. The
expected value of an LTIP award is 60% of the face value of the underlying shares. The maximum
size of any executive’s option holding is 4 x emoluments (excluding beneﬁts in kind) in normal and
up to 8 x such emoluments in Super options.
If there is a change in control of the Company, the number of LTIP shares to be released to a participant
will be determined by the Remuneration Committee at its discretion. In the exercise of its discretion,
the Remuneration Committee may take into account the period elapsed from the start of the
performance period to the date of the change in control and the performance of the Company over the
same period. 
If there is a change of control, share options become encashable and compensation payments for
loss of ofﬁce for executive Directors are twelve months, subject to mitigation.
Executive Directors are entitled to participate in the Company’s LTIP and share option scheme and
awards are granted at the discretion of the Remuneration Committee. LTIPs awarded to Directors
are exercisable subject to meeting performance criteria with regard to growth in Earnings Per Share
(EPS) and Total Shares Return (TSR), with the Committee’s discretion to award up to a further 20%
salary if both the maximum EPS and TSR targets have been achieved. Share options issued to
Directors are exercisable subject to meeting performance criteria with regard to growth in EPS and
turnover.
Non-executive Directors’ remuneration is set by the Board as a whole. All non-executive Directors
are subject to a six month notice provision. Their remuneration is shown in the table on page 27.
There is no minimum shareholding requirement for any Director, although we encourage Directors
to increase their shareholdings over time.
The Company contributes to executive Directors’ money-purchase pension plans and provides a
range of health insurance beneﬁts for Directors. 
The Company’s contracts of service are for a twelve monthly renewable period and are subject to
mitigation.
Directors’ Remuneration Report
(continued) 26
Compensation Other
payable provisions
Date of Notice on early on early
contract period termination termination 
Dr. Keith Hellawell QPM 15 May 2006 6 months Contractual only None
Nick Woollacott 8 August 2007 6 months Contractual only None
Paul Edwards MBE 8 August 2007 6 months Contractual only None
Rakesh V Patel 5 April 2006 12 months Contractual only None
Ajay M Patel 5 April 2006 12 months Contractual only None
Remuneration strategy throughout the Group
As shareholders realise, a very high percentage of the management team now operate out of Mumbai.
The Chief Executive’s strategy with the support of the Remuneration Committee is to ensure that
support departments and sales units operate as if they were independent entities with performance
schemes structured for the delivery of commercial targets. This has enabled managers to partake in
the incentive program based on the performance of their respective units. Used to a more generalised
incentive structure, managers begin to realise that decisions concerning their individual operations
make a very big difference to the potential bonus available at the end of the year.
Performance graph
We show above the performance graph comparing Goldshield’s Total Shareholder Return (TSR)
compared to the TSR of the FTSE Small Cap Index. TSR is deﬁned as the percentage change over the
period, assuming re-investment of income and funding of liabilities.
The Company is a member of the FTSE Small Cap Index; this is considered to be the most
appropriate comparator group. TSR has been calculated on a one month’s averaging basis in order
to reduce volatility associated with spot prices.
Directors’ Remuneration Report
(continued) 27
Section 2: Information subject to audit
Directors’ emoluments
Bonus Pay Compensation
Salary/Taxablepaid/ in lieufor loss TotalTotal
fees beneﬁts payable Pension of notice of ofﬁce 2008 2007
Executive Directors £ £ £ £ £ £ £ £
Rakesh V Patel 259,004 3,545 108,000 25,900 – – 396,449 271,090
Ajay M Patel 212,029 3,897 84,812 21,203 – – 321,941 256,089
Non-executive Directors
Dr. Keith Hellawell QPM 123,492 – – – – – 123,492 78,275
Nick Woollacott 22,840 – – – – – 22,840 –
Paul Edwards MBE 19,577 – – – – – 19,577 –
Directors who left the 
Company during the year
Executive Directors
Ajit R Patel 118,490 2,176 – – 224,872 292,529 638,067 507,785
Kirti V Patel 185,596 3,073 24,008 18,006 – 156,795 387,478 286,119
Mike Reardon 160,976 3,969 – 21,415 87,828 126,525 400,713 263,735 
Non-executive Directors
Peter M Brown 13,756 – – – – – 13,756 53,991
Ken O Pelton 43,875 – – – – – 43,875 112,492
1,159,635 16,660 216,820 86,524 312,700 575,849 2,368,188 1,829,576 
Notes:
(1) Ajit R Patel left the Company on 2 July 2007 and his remuneration up until this date and his compensation for loss of ofﬁce
are shown in the above table. 
(2) Kirti V Patel left the Company on 31 December 2007 and his remuneration up until this date and his compensation for loss
of ofﬁce are shown in the above table. 
(3) Mike Reardon, having resigned from the Board on 14 November 2007, left the Company on 31 December 2007 and his
remuneration up until this date and his compensation for loss of ofﬁce are shown in the above table.
Directors’ share options 
The interests of the Directors in options over ordinary shares during the year were as follows:
Exercise Date from
At start At end price which Expiry
Scheme of year Granted Lapsed Exercised of year (pence) exercisable date
Rakesh V Patel
Unapproved 100,000 –   –  (100,000) –   180 3 Jun 01 2 Jun 08
Unapproved 30,769 –   (30,769) –  –  640 11 Jan 05 10 Jan 10
Unapproved 25,000 –   (25,000) –   –   686 18 Jul 06 17 Jul 11
Unapproved 46,448 –   (46,448) –  –  366 23 Jul 07 22 Jul 12
Sharesave 6,013 –   –   (6,013) –  275.2 1 Aug 07 31 Jan 08
208,230 – (102,217) (106,013) –
Ajay M Patel
Unapproved 135,000 –  –  (135,000) –   180 3 Jun 01 2 Jun 08
Unapproved 30,769 –   (30,769) –  –  640 11 Jan 05 10 Jan 10
Unapproved 22,000 –  (22,000) –   –  686 18 Jul 06 17 Jul 11
Unapproved 43,716 –  (43,716) –   –  366 23 Jul 07 22 Jul 12
Sharesave 6,531 –   –   –   6,531 275.2 1 Aug 09 31 Jan 10
238,016 –   (96,485) (135,000) 6,531 
Directors’ Remuneration Report
(continued) 28
Directors’ Remuneration Report
(continued)
No share options have been granted to the non-executive Directors.
The options can be exercised subject to the following performance criteria.
1. Growth in the EPS of the Company between the date of grant of the option and the ﬁfth
anniversary of the date of grant is such as to place the Group in the ‘top quartile’ (average’ in
case of three year options) of the comparator companies in respect of growth in EPS over the
same period.
2. An increase in the EPS of the Group as shown in the audited consolidated accounts compared
to the previous ﬁnancial year of not less than 2% per annum above the Retail Price Index as
published by the Central Statistical Ofﬁce.
3. An increase in turnover as shown in the Group’s audited consolidated accounts of not less than
2% per annum above the Retail Price Index as published by the Central Statistical Ofﬁce as
compared with the previous ﬁnancial year.
The options granted under the unapproved share scheme were allotted as part of the remuneration
package for nil consideration.
The market price of the ordinary shares at 31 March 2008 was 285 pence and the range during
the year ended 31 March 2008 was 170.25 pence to 310 pence.
Directors’ LTIP Awards
LTIP share awards were awarded to Rakesh V Patel and Ajay M Patel at 170% and 120% of their
base salaries respectively under the LTIP as nil cost options.
The interests of the Directors in LTIP share awards during the year were as follows:
Goldshield LTIP awards
Mid market 
Lapsed Released price at date 
At start Awarded during during At end of award Date of Date of
of year in year the year the year of year (pence) award vesting
Rakesh V Patel
Performance shares – 192,890 – – 192,890 231 12 Sep 07 12 Sep 10
– 192,890 – – 192,890
Ajay M Patel
Performance shares – 119,593 – – 119,593 231 12 Sep 07 12 Sep 10
–119,593 – –119,593
The performance targets applicable to LTIP awards made in 2007/08 to executive Directors are
growth in TSR, i.e. growth in share price plus dividends and growth in EPS; measured over the three
ﬁnancial years commencing 1 April 2007, with the Committee’s discretion to award up to a further
20% salary if both the maximum EPS and TSR targets have been achieved. 50% of the basic award
is subject to TSR growth, and 50% to EPS growth. 150/170th of Rakesh V Patel’s award and
100/120th of Ajay M Patel’s award will vest if both the TSR and EPS maximum performance levels
are achieved; and if they are both achieved then the Remuneration Committee can award up to
another 20/170th of the award in the case of Rakesh V Patel and 20/120th of the award in the case
of Ajay M Patel.
On behalf of the Board
Paul Edwards MBE 
Chairman of the Remuneration Committee
25 June 2008 29
We have audited the Group financial statements of Goldshield Group plc for the year ended 31
March 2008 which comprise the Consolidated Income Statement, the Consolidated Balance Sheet,
the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity and notes
1 to 25. These Group financial statements have been prepared under the accounting policies set out
therein.
We have reported separately on the parent company financial statements of Goldshield Group plc
for the year ended 31 March 2008 and the information in the Directors’ Remuneration Report that
is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235
of the Companies Act 1985. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members as a body for our audit work, for
this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor
The Directors’ responsibilities for preparing the Annual Report and the Group financial statements in
accordance with United Kingdom law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union are set out in the Statement of Directors’ Responsibilities within the
Report of the Directors.
Our responsibility is to audit the Group 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 Group financial statements give a true and fair view
and whether the Group financial statements have been properly prepared in accordance with the
Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether in our
opinion the information given in the Report of the Directors is consistent with the financial
statements. 
In addition we report to you if, in our opinion, we have not received all the information and
explanations we require for our audit, or if information specified by law regarding Directors’
remuneration and other transactions is not disclosed.
We review whether the Corporate Governance Statement reflects the Company’s compliance with
the nine provisions of the 2006 Combined Code specified for our review by the Listing Rules of the
Financial Services Authority, and we report if it does not. We are not required to consider whether
the Board’s statements on internal control cover all risks and controls, or form an opinion on the
effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with
the audited Group financial statements. The other information comprises only the Directors,
Secretary and Advisors, the Business Highlights, Chairman's Overview, Chief Executive Officer's
Operating Review, Five Year Review, Directors, Report of the Directors, Corporate Governance
Report, Corporate Social Responsibility Report and the unaudited part of the Directors’
Remuneration Report. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the Group financial statements. Our
responsibilities do not extend to any other information.
Report of the Independent Auditor on the
consolidated financial statements to the 
Members of Goldshield Group plc 30
Report of the Independent Auditor on the consolidated
financial statements to the Members of Goldshield Group plc
(continued)
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 Group financial statements. It also includes an
assessment of the significant estimates and judgments made by the Directors in the preparation of
the Group financial statements, and of whether the accounting policies are appropriate to the
Group's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the Group 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 Group financial statements.
Opinion
In our opinion:
• the Group financial statements give a true and fair view, in accordance with IFRSs as adopted
by the European Union, of the state of the Group’s affairs as at 31 March 2008 and of its profit
for the year then ended;
• the Group financial statements have been properly prepared in accordance with the Companies
Act 1985 and Article 4 of the IAS Regulation; and
• the information given in the Directors' Report is consistent with the financial statements.
Separate opinion in relation to IFRSs
As explained in Note 1 to the Group financial statements, the Group, in addition to complying with
its legal obligation to comply with IFRSs as adopted by the European Union, has also complied with
the IFRSs as issued by the International Accounting Standards Board.
In our opinion the Group financial statements give a true and fair view, in accordance with IFRSs,
of the state of the Group’s affairs as at 31 March 2008 and of its profit for the year then ended.
GRANT THORNTON UK LLP
REGISTERED AUDITOR
CHARTERED ACCOUNTANTS
LONDON
25 JUNE 2008 31
Consolidated Income Statement 
for the year ended 31 March 2008
Before Before
impairment impairment
and and
Notes exceptional Exceptional Total exceptional Exceptional Total
items items Impairment 2008 items items Impairment 2007
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 2 84,934 – – 84,934 74,274 – – 74,274
Cost of sales (27,425) – – (27,425)(26,213) – –(26,213)
Gross proﬁt 57,509 – – 57,50948,061 – –48,061
Distribution costs (4,340) – – (4,340)(3,407) – –(3,407)
Impairment losses 7/8 – – (483) (483) – –(3,800)(3,800)
Exceptional legal and 
professional costs – (328) – (328) – (5,602) – (5,602)
Other administrative expenses (41,194) – – (41,194) (35,350) – – (35,350)
Administrative expenses (41,194) (328) (483) (42,005) (35,350) (5,602) (3,800) (44,752)
Operating proﬁt/(loss) 3 11,975 (328) (483) 11,164 9,304 (5,602) (3,800) (98)
Finance costs 5 (10) – – (10) (4) – – (4)
Finance income 5 1,241 – – 1,241 705 – – 705
Proﬁt/(loss) before tax 13,206 (328) (483) 12,395 10,005 (5,602) (3,800) 603
Income tax expense 6 (6,240) 98 – (6,142) (4,047) 1,681 –(2,366)
Proﬁt/(loss) after tax 6,966 (230) (483) 6,253 5,958 (3,921) (3,800) (1,763)
Earnings/(loss) per share
Basic (pence) 14 16.9 (4.7)
Diluted (pence) 14 16.9 (4.7)
Dividends
Proposed dividend per
share (pence) 15 5.5 5.1
Proposed dividend (£’000) 15 1,936 1,896
Dividends paid during 
the year (pence) 7.6 6.8
Dividends paid during 
the year (£’000) 2,817 2,525
The accompanying accounting policies and notes form an integral part of these financial statements. 32
Consolidated Balance Sheet 
as at 31 March 2008
Notes 2008 2007
£’000 £’000
Assets
Non-current
Intangible assets 7 17,416 21,032
Property, plant and equipment 8 4,106 3,539
Held to maturity investments 20 377 –
Deferred tax assets 13 638 1,840
22,537 26,411
Current
Inventories 9 11,686 8,480
Trade and other receivables 10 12,753 11,984
Cash and cash equivalents 11 19,197 23,321
43,636 43,785
Total assets 66,173 70,196
Equity
Equity attributable to shareholders of Goldshield Group plc
Share capital 12 1,919 1,859
Share premium 22,274 21,549
Treasury shares (4,667) –   
Shares held by employee benefit trust (1,939) –
Translation reserve 664 (511)
Retained earnings 21,119 17,785
Total equity 39,370 40,682
Liabilities
Non-current
Deferred tax liabilities 13 805 1,117
805 1,117
Current
Provisions 16 3,335 5,177
Trade and other payables 17 16,974 16,092
Other liabilities 18 1,122 2,533
Current tax liabilities 4,567 4,595
25,998 28,397
Total liabilities 26,803 29,514
Total equity and liabilities 66,173 70,196
The financial statements were approved by the Board of Directors on 25 June 2008 and signed on their
behalf by:
Rakesh V Patel, Chief Executive Officer
Ajay M Patel, Group Executive Director
The accompanying accounting policies and notes form an integral part of these financial statements. 33
Consolidated Cash Flow Statement 
for the year ended 31 March 2008
2008 2007
Note £’000 £’000
Cash ﬂows from operating activities
Result for the period before tax 12,395 603
Depreciation 617 632
Amortisation 4,300 4,661
Impairment losses
– intangible assets 237 3,800
– property, plant and equipment 246 –
Equity settled share options/rewards (102) 95
Profit on disposal of assets
– intangible assets (43) –
– property, plant and equipment (4) –
Finance costs 10 4
Finance income (1,241) (705)
16,415 9,090
(Increase)/decrease in inventories (3,206) 3,050
Increase in trade and other receivables (769) (1,304)
(Decrease)/increase in provisions, trade payables and other liabilities (1,923) 3,826
Taxes paid (5,767) (2,678)
Net cash from operating activities 4,750 11,984
Cash ﬂows from investing activities
Additions 
– intangible assets (39) –
– property, plant and equipment (1,206) (2,686)
Proceeds from disposals of assets
– intangible assets 150 –
– property, plant and equipment 5 –
Purchase of businesses and deferred consideration – (75)
Purchase of held to maturity investments (377) –
Interest received 1,241 705
Net cash from investing activities (226) (2,056)
Cash ﬂows from ﬁnancing activities
Proceeds from share issue 785 67
Purchase of shares held by employee benefit trust (1,939) –
Purchase of treasury shares (4,667) –   
Interest paid (10) (4)
Dividends paid (2,817) (2,525)
Net cash from ﬁnancing activities (8,648) (2,462)
Net (decrease)/increase in cash and cash equivalents (4,124) 7,466
Cash and cash equivalents at beginning of the year 23,321 15,855
Cash and cash equivalents at end of the year 11 19,197 23,321
The accompanying accounting policies and notes form an integral part of these financial statements. Consolidated Statement of Changes in Equity 
for the year ended 31 March 2008
Equity attributable to equity holders of 
Goldshield Group plc
Share Share Own Translation Retained Total
capital premium shares reserve earnings equity
£’000 £’000 £’000 £’000 £’000 £’000
Balance 1 April 2006 1,856 21,485 – (90) 22,221 45,472 
Currency translation differences – – – (602) – (602)
Deferred tax on translation reserve – – – 181 – 181
Deferred tax on pre 7 November
2002 grants of share options –––– (243) (243)
Net (expense)/income recognised
directly in equity – – – (421) (243) (664)
Loss for the year – – – – (1,763) (1,763)
Total recognised expense 
for the year – – – (421) (2,006) (2,427)
Shares issued 3 64 – – – 67
Employee share based compensation – – – – 95 95
Dividends paid – – – – (2,525) (2,525)
Balance at 31 March 2007 1,859 21,549 – (511) 17,785 40,682
Balance 1 April 2007 1,859 21,549 – (511) 17,785 40,682 
Currency translation differences – – – 1,651 – 1,651
Deferred tax on translation reserve – – – (476) – (476)
Net income/(expense) recognised
directly in equity – – – 1,175 – 1,175
Profit for the year – – – – 6,253 6,253
Total recognised income 
for the year – – – 1,175 6,253 7,428
Shares issued 60 725 – – – 785
Shares held by employee benefit trust – – (1,939) – – (1,939)
Treasury shares – – (4,667) – – (4,667)
Employee share based compensation – – – – (102) (102)
Dividends paid – – – – (2,817) (2,817)
Balance at 31 March 2008 1,919 22,274 (6,606) 664 21,119 39,370
The accompanying accounting policies and notes form an integral part of these financial statements. 35
Notes to the Financial Statements
1. PRINCIPAL ACCOUNTING POLICIES
Corporate information
The consolidated financial statements of Goldshield Group plc for the year ended 31 March 2008
were authorised for issue by the Board of Directors on 25 June 2008 and the balance sheets were
signed on the Board’s behalf by Rakesh V Patel and Ajay M Patel. Goldshield Group plc is a limited
company incorporated in England and Wales whose shares are publicly traded on the London Stock
Exchange.
The principal activities of the Group are described in the Report of the Directors that accompanies
these financial statements.
Basis of preparation
The consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and as issued by the
International Accounting Standards Board (IASB). 
A summary of the accounting policies applied in the preparation of financial statements is given below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
Adoption of new and revised Standards and Interpretations
In the current year, the Group has adopted all of the new and revised Standards and Interpretations
issued by the IASB and the International Financial Reporting Interpretations Committee (the IFRIC)
of the IASB that are relevant to its operations and effective for the annual reporting periods beginning
on 1 April 2007. The adoption of these new and revised Standards and Interpretations do not have
a material financial impact on the financial statements of the Group.
New IFRS Standards and Interpretations not adopted
The IASB and IFRIC have issued the following Standards and Interpretations which are effective for
periods starting after the date of these financial statements which are yet to adopted by the Group.
International Accounting Standards (IAS/IFRS)
• IFRS 2 Amendment to IFRS 2 – Vesting conditions and cancellations – 1 January 2009
• IFRS 3 Business Combinations (revised January 2008) – 1 July 2009
• IFRS 8 Operating segments – 1 January 2009
• IAS 1 Presentation of Financial Statements (revised September 2007) – 1 January 2009
• IAS 23 Borrowing costs (revised March 2007) – 1 January 2009
• IAS 27 Consolidated and Separate Financial Statements (revised January 2008) – 1 July 2009
International Financial Reporting Interpretations Committee (IFRIC)
• IFRIC 11 IFRS 2 – Group and Treasury Share Transactions – 1 March 2007
• IFRIC 12 Service Concession Agreements – 1 January 2008
• IFRIC 13 Customer Loyalty Programmes – 1 July 2008
• IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their
interaction – 1 January 2008
The Group does not anticipate that the adoption of these Standards and Interpretations will have a
material effect on its financial statements on initial adoption. IFRS 8 may require changes in the scope
and presentation of segmental disclosures and IAS 1 will require additional disclosures on capital
resources.
Basis of consolidation
The Group financial statements consolidate those of the Company and of its subsidiary undertakings
drawn up to 31 March 2008. A subsidiary is an entity which the Company controls, which is achieved
by owning more than 50% of the issued share capital. Profits or losses on intra-group transactions are
eliminated in full. The results of the subsidiary undertakings acquired during the year have been
included from the date of acquisition. On acquisition of a subsidiary, all of the subsidiary’s assets and
liabilities which exist at the date of acquisition are recorded at the fair values reflecting their condition
at that date. 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 net of any
provision for impairment. An Employee Benefit Trust that is controlled by its sponsoring entity, which
is the Company in case of the Group, is consolidated into the financial statements. 36
Revenue
Revenue from the sale of goods is recognised in the Income Statement when the significant risks and
rewards of ownership have been transferred to the buyer. Revenue is measured at the fair value of the
consideration received/receivable by the Group for goods supplied and services provided, excluding
value added tax and trade discounts. Revenue from services rendered is recognised in the income
statement by reference to the stage of completion of transactions at the balance sheet date. The stage
of completion for the Global Solutions – call centre business is determined by the man days spent on
the project for rendering the service at the end of each billing cycle. Subscription revenue is accrued
over the period of the subscription. Advertising revenue for the Wellbeing media business is recognised
when the related advertisement appears in the magazine.
Intangible assets
Goodwill
All business combinations are accounted for under the purchase method and goodwill has been
recognised on acquisitions of subsidiaries. In respect of business combinations that have occurred since
1 April 2004, goodwill represents the difference between the cost of the acquisition and the fair value
of the net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment
losses. Goodwill arising on acquisitions before 1 April 2004 has been retained at the previous UK GAAP
amounts at 31 March 2004. Goodwill is allocated to cash generating units and is not amortised but
tested for impairment annually or more frequently if events or changes in circumstances indicate that it
might be impaired.
Other intangible assets 
Externally purchased product licences, trademarks, brand-names, know-how and similar intangible
items are capitalised at historical cost, net of any provision for impairment and amortised on a straight
line basis over their estimated useful economic lives which range between seven and ten years. The
amortisation cost has been included within administrative expenses in the income statement.
Software
Acquired software licences are capitalised on the basis of the costs incurred to acquire and bring
into use the specific software. These costs are amortised over their estimated useful lives between
three to five years.
Property, plant and equipment
Property, plant and equipment is stated at cost less the accumulated depreciation. Depreciation is
charged on a straight line basis over the estimated useful lives on the cost of the assets less their
residual value. Land is not depreciated.
The estimated useful lives are as follows:
Freehold buildings and
leasehold improvements – 25 years or over the period of lease
Office equipment – 5 years
Plant and equipment – 6 to 7 years
Motor vehicles – 5 years
Residual values are re-assessed annually.
Directly attributable costs for construction of assets are shown under Capital work in progress and
will be transferred to the relevant category on completion of construction of the asset.
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are
tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows (cash generating units). An impairment loss is
recognised at the amount by which the asset’s or cash generating unit’s carrying amount exceeds its
recoverable amount. The recoverable amount is based on the higher of the fair value less costs to sell
and value in use.  
Notes to the Financial Statements
(continued) 37
If at the balance sheet date there is any indication that an impairment loss recognised in prior periods
for an asset other than goodwill no longer exists, the recoverable amount is reassessed and the asset is
reflected at the recoverable amount.
Research and development expenditure
Expenditure on development activities is capitalised if the product or process is technically and
commercially feasible, the costs are separately identifiable and the Group has sufficient resources to
complete development. Capitalised development costs are stated at cost less accumulated amortisation
and impairment losses. Capitalised development costs are amortised from the point at which the asset
is ready to use on a straight-line basis over its useful life, not exceeding five years. All other research
and development expenditure is written off to the income statement in the period in which it is incurred.
Inventories
Inventories are stated at the lower of cost and net realisable value. The cost is determined using the
weighted average price method. The cost of finished goods comprises of product cost, its packaging
and applicable duties and taxes. Net realisable value is the estimated selling price in the ordinary
course of business, less applicable variable selling expenses.
Accounting for income taxes
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal
authorities relating to the current or prior reporting period, that are unpaid at the balance sheet date.
They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which
they relate, based on the taxable profit for the year. 
Deferred tax is recognised on all temporary differences. This involves comparison of the carrying
amount of assets and liabilities in the consolidated financial statements with their respective tax
bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial
recognition of an asset or liability unless the related transaction is a business combination or affects
tax or accounting profit. Deferred tax liabilities are always provided for in full. Deferred tax assets
and liabilities are calculated, without discounting, at tax rates that are expected to apply to the
period when asset is realised or the liability is settled, based on tax rates (tax laws) that have been
enacted or substantially enacted by the balance sheet date. All changes in deferred tax assets or
liabilities are recognised as a component of tax expense in the income statement, except where they
relate to items that are charged or credited directly to equity (such as translation reserve and pre 7
November 2002 grants of share options) in which case the related deferred tax is also charged or
credited directly to equity. 
Tax losses available to be carried forward as well as other income tax credits to the Group are assessed
for recognition as deferred tax assets. Deferred tax assets are only recognised to the extent that it is
probable that future taxable profits will be available against which the asset can be recognised and are
reduced to the extent that it is no longer probable that the related tax benefit will be realised. 
Deferred income tax is provided on temporary differences arising on investments in subsidiaries except
where the timing of the reversal of the temporary differences is controlled by the Group and it is probable
that the temporary difference will not reverse in the foreseeable future.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three
months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s
cash management are included as a component of cash.
Employee beneﬁt trust
The assets and liabilities of the Employee Benefit Trust (EBT) have been included in the Group
Financial Statements. Any assets held by the EBT cease to be recognised on the Group Balance
Sheet when the assets vest unconditionally in identified beneficiaries.
The costs of purchasing own shares held by the EBT are shown as a deduction against equity. The
proceeds from the sale of own shares held increase equity. Neither the purchase nor sale of own
shares leads to a gain or loss being recognised in the Consolidated Income Statement.
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 38
Employee beneﬁts
The Group operates a defined contribution pension scheme whereby contributions are made to
individual employee pension plans of certain employees. These costs are charged against profits in
respect of the accounting period in which they are paid.
Indian gratuity costs, which represent a form of long term service benefits are accrued based on
actuarial valuation at the balance sheet date, carried out by an independent actuary.
Leased assets
All leased assets are identified as operating leases if they do not transfer substantially all the risks
and rewards to the lessee.
Payments made under operating leases are charged to the Consolidated Income Statement on a
straight line basis over the period of the lease.
Foreign currencies
The reporting currency for these financial statements is GB sterling (£) which is the parent
Company’s functional currency.
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of
exchange ruling at the balance sheet date. Foreign exchange differences arising on translation are
recognised in profit or loss. Non monetary assets and liabilities that are measured in terms of
historical cost in a foreign entity are translated using the exchange rate at the date of the transaction. 
All assets and liabilities in the financial statements of foreign subsidiaries are translated at the
closing rate at the balance sheet date. The results of foreign operations have been converted into
Group’s reporting currency at the actual rates over the reporting period and the exchange differences
arising have been taken to translation reserve, a component of equity. The exchange differences
arising from re-translation of the net investments in subsidiaries are directly taken to translation
reserve. All other exchange differences are dealt with through the Income Statement.
Share options
For all employee share options granted after 7 November 2002 and vesting on or after 1 January
2005, an expense is recognised in the Income Statement with a corresponding credit to equity. The
equity share based payment is measured at the fair value at the grant date using the binomial lattice
method. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting
period, based on the best available estimate of the number of share options expected to vest.
Long term share incentive plan
As soon as practicable after the start of each performance period, each eligible participant will be
notified about the number of shares awarded to him/her in respect of that period. The participant
will also be informed about the form of the award, the performance targets to be achieved in relation
to the performance period and any other conditions to which the award may be subject. The fair
value of the share awards granted is recognised as an employee expense with a corresponding
increase in equity. The fair value is measured at each award date and spread over the period during
which the participants become unconditionally entitled to the awards. The fair value of the share
awards is measured using a binomial model, taking into account the terms and conditions upon
which the shares will be released to the participants.
Provisions - Legal and other disputes
Provision is made where a reliable estimate can be made of the likely outcome of legal or other
disputes against the Group. In addition, provision is made for legal and other expenses arising from
claims received or other disputes. No provision is made for other possible claims or where an
obligation exists but it is not possible to make a reliable estimate. Costs associated with claims made
by the Group against third parties are charged to the Consolidated Income Statement as they are
incurred. The provisions are not discounted as the impact is not material.
Exceptional legal and professional costs 
Exceptional legal and professional costs are expenditure incurred and provided for defending the
legal claims against the Group by the Department of Heath and the Serious Fraud Office.
Notes to the Financial Statements
(continued) 39
Dividends
Dividends proposed or declared after the balance sheet dates are not recognised as a liability.
However the amounts of such dividends are disclosed in the financial statements.
Segmental reporting
A segment is a distinguishable component of the Group that is engaged either in providing products
or services (business segment) or in providing products or services within a particular economic
environment (geographic segment) which is subject to risks and rewards that are different from those
of other segments.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s Balance Sheet when the
Group becomes a party to the contractual terms of the instrument.
Held to maturity investments
Held to maturity investments are non-derivative financial assets with fixed or determinable payments
and a fixed date of maturity where it is the intention of the Directors to hold them until maturity. Held
to maturity investments are measured subsequent to initial recognition at amortised cost using the
effective interest method. If there is objective evidence that the investment has been impaired, the
financial asset is measured at the present value of estimated cash flows. Any changes to the carrying
amount of the investment are recognised in the income statement.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method, less provision for impairment. A provision for impairment of trade
receivables is established when there is objective evidence that the Group will not be able to collect
all amounts due according to the original terms of the receivables. Significant financial difficulties of
the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default
or delinquency in payments (more than 60 days overdue) are considered indicators that the trade
receivable is impaired. The amount of the provision is the difference between the asset’s carrying
amount and the present value of estimated future cash flows, discounted at the original effective
interest rate. The carrying amount of the asset is reduced through the use of an allowance account,
and the amount of the loss is recognised in the Income Statement within ‘Other administrative
expenses’. When a trade receivable is uncollectible, it is written off against the allowance account
for trade receivables. Subsequent recoveries of amounts previously written off are credited against
'Other administrative expenses' in the income statement.
Bank borrowings
Interest bearing bank loans and overdrafts are recorded at fair values on initial recognition. Finance
charges including premiums payable on settlement or redemption and direct issue costs, are
accounted for on an accruals basis to the Consolidated Income Statement using the effective interest
method and are added to the carrying value of the instrument to the extent that they are not settled
in the period in which they arise.
Trade payables
Trade payables are not interest bearing and are initially stated at their fair values and thereafter at
amortised cost.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue
costs.
Equity comprises of the following:
- Share capital - represents the nominal value of equity shares
- Share premium - represents the excess over nominal value of fair value of consideration
Notes to the Financial Statements
(continued) 40
- Treasury shares - represents purchase of the Company's equity share capital, the consideration
paid, including any transaction costs and is deducted from total shareholders' equity
- Shares held by Employee Benefit Trust – represents amounts paid for shares of the Company held
by the Employee Benefit Trust of the Long Term Incentive Plan
- Retained earnings - represents the accumulated retained profits
- Translation reserve - represents gains or losses on foreign currency transactions
Accounting estimates and judgements
Refer to note 25 of the consolidated financial statements on page 57.
2. SEGMENTAL REPORTING
Segment information is presented in the consolidated financial statements in respect of the Group’s
business segments, which are the primary basis of segment reporting. The business segment-
reporting format reflects the Group’s management and internal reporting structure.
Primary - Business segments
The Group is organised into five major business units – Retail Brands, Retail Generics, Hospitals,
Consumer Health Europe (CH E) and, Consumer Health North America (CH NA). Other business
units – Country Distributors, Global Services, Wellbeing Centre, Wellbeing Villages, Resorts and
Management Services – constitute Other Segments. These units form the basis for the Group’s
reporting of primary segment information.
Secondary - Geographical segments
The geographical segments are considered for disclosure as secondary segments. Geographical
revenues are segregated based on the location from which the revenues are generated.
Assets are identified with the segment on the basis of their place of use.
Segment results
Segment results include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.
All inter-segment transfers are priced and carried out at arm’s length. 
Segment assets and liabilities
Segment assets include all operating assets used by a segment and consist principally of operating
cash, trade and other receivables and property, plant and equipment, net of allowances and provisions
which are reported as direct offsets in the Balance Sheet. Segment liabilities include all operating
liabilities and consist principally of trade and other payables and other liabilities.
Segment assets and liabilities do not include deferred income taxes.
Unallocated segment income and expenses
Unallocated segment income comprises interest income and miscellaneous receipts not directly
attributable to any particular segment. Unallocated segment expenditure represents interest on loans
and provision for income taxes, which cannot be directly attributed to any segment.
Notes to the Financial Statements
(continued) 41
Primary segment disclosure - Business segments
31 March 2008 Retail Retail Other 
Brands Generics Hospitals CH E CH NA Segments Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue
External sales 36,585 9,251 12,614 13,751 5,103 7,630 84,934
Total revenue 36,585 9,251 12,614 13,751 5,103 7,630 84,934
Result
Segment result 9,604 1,956 1,587 (833) (454) (696) 11,164
Operating proﬁt 11,164
Finance costs (10)
Finance income 1,241
Income tax expense (6,142)
Proﬁt for the year 6,253
Other information
Segment assets 19,604 3,166 15,469 2,971 1,271 23,054 65,535
Unallocated corporate assets 638
Consolidated total assets 66,173
Segment liabilities 7,596 1,768 1,810 1,985 461 7,811 21,431
Unallocated corporate liabilities 5,372    
Consolidated total liabilities 26,803
Capital expenditure 84 – 52 – 23 1,086 1,245
Depreciation and amortisation 3,892 – 36 2 23 964 4,917
Impairment losses – – – – – 483 483
Non-cash expenses other 
than depreciation – – – – – (102) (102)
31 March 2007 Retail Retail Other 
Brands Generics Hospitals CH E CH NA Segments Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue
External sales 29,768 7,420 11,364 13,033 5,852 6,837 74,274
Total revenue 29,768 7,420 11,364 13,033 5,852 6,837 74,274
Result
Segment result 4,536 135 2,539 (226) (2,653) (4,429) (98)
Operating loss (98)
Finance costs (4)
Finance income 705
Income tax expense (2,366)
Loss for the year (1,763)
Other information
Segment assets 22,032 2,607 14,912 4,493 1,176 23,136 68,356
Unallocated corporate assets 1,840
Consolidated total assets 70,196
Segment liabilities 9,468 880 3,509 2,121 723 7,382 24,083
Unallocated corporate liabilities 5,712
Consolidated total liabilities 29,795
Capital expenditure – – 28 11 30 2,617 2,686
Depreciation and amortisation 4,134 – 101 1 32 1,025 5,293
Impairment losses 1,042 – – – 2,132 626 3,800
Non-cash expenses other 
than depreciation – – – – – 95 95
Notes to the Financial Statements
(continued) 42
Secondary segment disclosure - Geographical segments 2008 2007
£’000 £’000
Revenue
United Kingdom 63,714 53,738
Ireland 13,880 12,814
North America 5,103 5,852
India 2,237 1,870
Total 84,934 74,274
Assets
United Kingdom 34,837 41,626
Ireland 21,426 18,824
North America 1,271 1,176
India 8,639 8,570
Total 66,173 70,196
Capital expenditure
United Kingdom 87 72
Ireland 135 28
North America 23 30
India 1,000 2,556
Total 1,245 2,686
3. OPERATING PROFIT/(LOSS)
The operating profit/(loss) is stated after charging:
2008 2007
£’000 £’000
Auditors' remuneration:
- Audit services (see below) 80 77 
- Other services (see below) 272 193
Depreciation and amortisation:
- Intangible assets 4,300 4,661
- Property, plant and equipment 617 632
Hire of plant and machinery 50 139
Impairment losses 483 3,800
Exceptional legal and professional costs 328 5,602
Other operating lease rentals 1,146 1,095
Foreign exchange (gain)/losses (267) 366
Research and development:
- current year expenditure 275 115
Operating expenses are included in administrative expenses.
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 43
Auditors’ remuneration for audit and non-audit services in jurisdictions in which the Group has a presence are
analysed below:
Group audit 2008 2007
£’000 £’000
Audit fees to Company’s auditor for audit 
of the Group’s annual accounts 80 77  
80 77
Other services
Audit fees to Company’s auditor and associates for 
Company’s subsidiaries pursuant to legislation 110 89      
Non-audit
Advisory 73 48
Corporation tax 68 45
VAT 21 11
272 193
4. DIRECTORS AND EMPLOYEES
Employees
Staff costs during the year were as follows: 2008 2007
£’000 £’000
Wages and salaries 9,414 8,820
Social security costs 593 660
Share options (219) 95
Long term incentive plan 117 –
Other pension costs 236 253
10,141 9,828
The average number of employees is analysed below: 2008 2007
Number Number
Administration 290 341
Marketing and selling 534 456
Management 81 97
Warehouse 25 28
930 922
The Group contributes to employee money pension schemes at a percentage of pay (depending on grade). 
The share option credit includes an amount of £51,000 (2007: £32,000) pertaining to key management personnel.
The long term incentive plan cost includes £64,000 (2007: £nil) pertaining to key management personnel.
Directors’ remuneration
The emoluments of the Directors were as follows: 2008 2007
£’000 £’000
Emoluments 1,349 1,631 
Payments to third parties for consultancy services 44 113
Pension contributions to money purchase pension schemes 87 86
Pay in lieu of notice 313 –
Compensation for loss of office 576 –
2,369 1,830
During the year four Directors (2007: four Directors) participated in money purchase pension schemes.
The gain on exercise of share options by the Directors during the year was £243,000 (2007: £nil).
Further details of the remuneration, share options and LTIP share awards of the Directors are given in the
Directors’ Remuneration Report on pages 24 to 28.
Notes to the Financial Statements
(continued) 44
5. FINANCE COSTS AND FINANCE INCOME
Finance costs and finance income includes all interest related income and expenses. The following amounts have
been included in the income statement line for the reporting periods presented:
2008 2007
£’000 £’000
Interest expense resulting from
- bank overdrafts –(1)
- corporation tax –(2)
- others (10) (1)
Finance costs (10) (4)
Interest income resulting from
- special interest bearing account 568 365
- short term bank deposits 665 310
- corporation tax 830
Finance income 1,241 705
6. INCOME TAX EXPENSE
2008 2007
£’000 £’000
Result for the year before tax 12,395 603
Tax rate 30% 30%
Expected tax expense (3,719) (181)
Adjustment for non-deductible expenses
- overseas losses not utilised (637) (1,064)
- overseas profits not taxed 677 608   
- amortisation non-deductible (341) 481
- other non-deductible expenses (2,338) (3,093)
Adjustment to tax charge in respect of prior periods 216 883
Actual tax expense, net (6,142) (2,366)
Comprising
Current tax expense (6,181) (4,459)
Adjustment to tax charges in respect of prior periods 216 883
5,965 (3,576)
Deferred tax income resulting from the (177) 1,210
- origination and reversal of temporary difference (141) 1,328
Tax rate adjustment for future period (36) (118)
(6,142) (2,366)
Notes to the Financial Statements
(continued) 45
7. INTANGIBLE ASSETS
Brand names
know-how
licences and
trade marks Goodwill Software Total
£’000 £’000 £’000 £’000
Cost
At 1 April 2006 64,586 27,349 – 91,935
Exchange differences (11) (1,912) – (1,923)
At 31 March 2007 64,575 25,437 – 90,012
At 1 April 2007 64,575 25,437 – 90,012
Exchange differences 81 1,484 – 1,565
Additions – – 39 39
Disposals (225) – – (225)
At 31 March 2008 64,431 26,921 39 91,391
Amortisation and impairment losses
At 1 April 2006 45,071 17,112 – 62,183
Exchange differences (10) (1,654) – (1,664)
Amortisation 4,661 – – 4,661
Impairment losses 1,524 2,276 – 3,800
At 31 March 2007 51,246 17,734 – 68,980
At 1 April 2007 51,246 17,734 – 68,980
Exchange differences 81 420 – 501
Amortisation 4,297 – 3 4,300
Impairment losses – 237 – 237
Disposals (43) – – (43)
At 31 March 2008 55,581 18,391 3 73,975
Carrying amounts
At 1 April 2006 19,515 10,237 – 29,752
At 31 March 2007 13,329 7,703 – 21,032
At 31 March 2008 8,850 8,530 36 17,416
Subsequent to the annual impairment test for 2008, the carrying amount of goodwill is allocated to the following
cash generating units:
2008 2007
£’000 £’000
Hospitals 8,044 6,980
Regina Health Limited 486 723
8,530 7,703
The recoverable amounts for the cash generating units given above are determined based on internal discounted
cash flow evaluation. The cash flow evaluation is based on actual operating results and five year forecasts at the
growth rates stated in the key assumptions.
The key assumptions are:
Growth rates 2008 2007
Hospitals Constant Constant
Regina Health Limited Constant Constant
Notes to the Financial Statements
(continued) 46
Discount rates 2008 2007
Hospitals 8% 8%
Regina Health Limited 8% 8%
Management assumes the Hospitals and Regina units to continue to earn the current level of profit margins and
achieve the same level of sales in the future forecasts.
The growth rate for the Hospitals business and Regina business is assumed to be constant based on past
experience.
The discount rate applied for the impairment review workings is based on the Weighted Average Cost of Capital
for the Group.
The Regina business has shown a small improvement in the turnover in the current year, however based on the
profitability and the assumption of similar level of sales in the future forecasts an impairment charge is recognised.
The related goodwill impairment loss of £237,000 (2007: £2,276,000) is included under “Impairment losses”
in the Income Statement. The amount attributed to Consumer Health North America unit is £nil (2007:
£2,132,000) and Regina unit is £237,000 (2007: £144,000).
8. PROPERTY, PLANT AND EQUIPMENT
Land & Capital Work Ofﬁce Plant & Motor 
buildings in progress equipment equipment vehicles Total
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 April 2006 791 – 2,734 539 16 4,080
Exchange differences (71) – (194) (15) (2) (282)
Additions 1,664 130 733 146 13 2,686
Disposals – – (3) – – (3)
At 31 March 2007 2,384 130 3,270 670 27 6,481
At 1 April 2007 2,384 130 3,270 670 27 6,481
Exchange differences 169 9 135 60 2 375
Additions 236 197 574 199 – 1,206
Disposals – – (67) – – (67)
At 31 March 2008 2,789 336 3,912 929 29 7,995
Depreciation and 
impairment losses
At 1 April 2006 87 – 1,989 385 7 2,468
Exchange differences (8) – (134) (12) (1) (155)
Depreciation 63 –4361276632
Disposals – – (3) – – (3)
At 31 March 2007 142 – 2,288 500 12 2,942
At 1 April 2007 142 – 2,288 500 12 2,942
Exchange differences 13 – 87 47 1 148
Depreciation 101 – 444 68 4 617
Impairment losses 82 – 163 1 – 246
Disposals – – (64) – – (64)
At 31 March 2008 338 – 2,918 616 17 3,889
Carrying amounts
At 1 April 2006 704 – 745 154 9 1,612
At 31 March 2007 2,242 130 982 170 15 3,539
At 31 March 2008 2,451 336 994 313 12 4,106
Land and buildings includes £1,774,000 (2007: £1,655,000) of land which is not being depreciated.
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 47
9. INVENTORIES
2008 2007
£’000 £’000
Finished goods and goods for resale 14,807 11,309
Write down on inventories (3,121) (2,829)
11,686 8,480
In 2008, a total of £27,425,000 of inventories was included in the income statement as an expense 
(2007: £26,213,000).
An amount of £1,586,000 for write down of inventories (2007: £1,052,500) has been included within
administrative expenses in the income statement.
No reversal of previous write-downs was recognised as a reduction of expense in 2008 or 2007. None of the
inventories are pledged as securities for liabilities.
10. TRADE AND OTHER RECEIVABLES
2008 2007
£’000 £’000
Trade receivables 12,152 11,443 
Provision for impairment of trade receivables (452) (836)
Trade receivables, net 11,700 10,607 
Prepayments and accrued income 1,053 1,377
Total 12,753 11,984 
Trade receivables that are less than 60 days past due are not considered impaired. As of 31 March 2008, trade
receivables of £225,000 (2007: £538,000) were past due but not impaired. These relate to a number of
independent customers for whom there is no recent history of default.
The ageing analysis of these trade receivables is as follows:
2008 2007
£’000 £’000
Up to 2 months past due 225 538
As of 31 March 2008, trade receivables of £452,000 (2007: £836,000) were impaired and provided for. The
individually impaired receivables mainly relate to wholesalers/distributors, which are in unexpectedly difficult
economic situations. It was assessed that a portion of the receivables is expected to be recovered. The ageing of
these receivables is as follows:
2008 2007
£’000 £’000
2 to 6 months past due 104 55  
Over 6 months past due 348 781
452 836
Notes to the Financial Statements
(continued) 48
The carrying amounts of the Group's trade receivables are denominated in the following currencies:
2008 2007
Currency £’000 £’000
Sterling 8,082 7,477
Euro 2,197 2,187
US Dollar 459 431
Other currencies 962 512
11,700 10,607
Movements on the group provision for impairment of trade receivables are as follows:
At 1 April 836 1,879   
Provision for receivables impairment 187 158
Receivables written off during the year as uncollectible (471) (185)
Unused amounts reversed (100) (1,016)
At 31 March 452 836
The creation and release of provisions for impaired receivables have been included in 'Other administrative
expenses' in the Income Statement. Amounts charged to the allowance account are generally written off, when
there is no expectation of recovering additional cash.
The other classes within trade and other receivables do not contain impaired assets.
Trade receivables are usually due within 51 days and do not bear any effective interest rate. All trade receivables
except the factored portion of the Retail  Generics segment are subject to credit risk exposure. However the Group
does not identify specific concentration of credit risk with regards to trade receivables, as the amount recognised
consist of a large number of receivables from various customers.
The fair value of these short term financial assets is not individually determined as the carrying amount is a
reasonable approximation of fair value.
11. CASH AND CASH EQUIVALENTS
2008 2007
£’000 £’000
Cash at bank and in hand 6,073 20,212
Short-term bank deposits 13,124 3,109
Total 19,197 23,321
The effective interest rate on short-term bank deposits was 6.8% (2007: 4.8%); these deposits have an average
maturity of 38 days (2007: 22 days).
Notes to the Financial Statements
(continued) 49
12. SHARE CAPITAL AND SHARE OPTIONS
2008 2007
£’000 £’000
Authorised
100,000,000 ordinary shares of 5 pence each (2007: 100,000,000) 5,000 5,000 
Allotted, called up and fully paid
38,367,046 ordinary shares of 5 pence each (2007: 37,176,033) 1,919 1,859
2008 2007
Share issued and fully paid: Number Number
- beginning of the year 37,176,033 37,126,611
- issued during the year 1,191,013 49,422
Share issued and fully paid 38,367,046 37,176,033
During the year 1,191,013 shares were issued under the unapproved employee share option scheme, the
employee share save scheme and the long term incentive plan. The difference between the total consideration
of £784,548 and the nominal value of £59,551 has been credited to the share premium account.
Share options
Details of Directors’ share options are set out in the Directors’ Remuneration Report on page 27.
The market price at 31 March 2008 was 285 pence and the range during the year ended 31 March 2008 was
170.25 pence to 310 pence.
The following share options which have been granted by the Company were outstanding at the year end:
Date of grant Earliest Latest 2008 2007
date of date of Number Number
exercise exercise
The ‘unapproved scheme’
5p Ordinary shares at 180 pence 3 Jun 98 3 Jun 01 2 Jun 08 – 735,000 
5p Ordinary shares at 480.5 pence 11 Aug 99 11 Aug 02 10 Aug 09 18,387 22,917 
5p Ordinary shares at 640 pence 11 Jan 00 11 Jan 05 10 Jan 10 – 175,337 
5p Ordinary shares at 871 pence 10 Jul 00 10 Jul 03 9 Jul 10 – 7,453 
5p Ordinary shares at 871 pence 10 Jul 00 10 Jul 05 9 Jul 10 – 1,805 
5p Ordinary shares at 775 pence 18 Dec 00 18 Dec 03 17 Dec 10 – 924 
5p Ordinary shares at 775 pence 18 Dec 00 18 Dec 05 17 Dec 10 – 924 
5p Ordinary shares at 686 pence 18 Jul 01 18 Jul 04 17 Jul 11 – 7,261 
5p Ordinary shares at 686 pence 18 Jul 01 18 Jul 06 17 Jul 11 – 123,491 
5p Ordinary shares at 586.5 pence 3 Dec 01 3 Dec 04 2 Dec 11 – 3,545 
5p Ordinary shares at 586.5 pence 3 Dec 01 3 Dec 06 2 Dec 11 – 3,545 
5p Ordinary shares at 366 pence 23 Jul 02 23 Jul 05 22 Jul 12 – 11,270 
5p Ordinary shares at 366 pence 23 Jul 02 23 Jul 05 22 Jul 12 – 294,110 
5p Ordinary shares at 196 pence 4 Aug 03 4 Aug 08 3 Aug 13 – 59,540 
5p Ordinary shares at 157.5 pence 4 Aug 03 4 Aug 08 4 Aug 13 – 46,757 
5p Ordinary shares at 260.7 pence 26 Jul 04 26 Jul 07 25 Jul 14 – 161,042 
5p Ordinary shares at 260.7 pence 26 Jul 04 26 Jul 09 25 Jul 14 83,722 161,042 
5p Ordinary shares at 270 pence 21 Jul 05 21 Jul 08 20 Jul 15 – 101,448
5p Ordinary shares at 270 pence 21 Jul 05 21 Jul 10 20 Jul 15 49,058 99,415
The employee ‘sharesave scheme’
5p Ordinary shares at 696 pence 23 Aug 00 1 Oct 07 31 Mar 08 – 1,056
Notes to the Financial Statements
(continued) 50
Date of grant Earliest date Latest date 2008 2007
of exercise of exercise Number Number
The employee ‘sharesave scheme’
5p Ordinary shares at 275.2 pence 2 Jul 02 1 Aug 07 31 Jan 08 – 14,431
5p Ordinary shares at 275.2 pence 2 Jul 02 1 Aug 09 31 Jan 10 6,531 6,531
5p Ordinary shares at 266 pence 10 Jan 03 1 Feb 08 31 Jul 10 2,469 2,469
5p Ordinary shares at 126 pence 15 Aug 03 1 Sep 08 28 Feb 09 2,527 15,165
The Directors’ interests (including beneficial and family interests) in the above share options are set out in the
Directors’ Remuneration Report on page 27.
2008  2007
Weighted Weighted 
average 2008 average 2007
exercise Number exercise Number 
price of price of
Pence options Pence options
Outstanding at the beginning of the period 309.73 2,056,478 300.34 2,351,890
Lapsed/forfeited/surrendered during the period 347.81 (1,482,771) 254.99 (245,990)
Exercised during the period 181.39 (411,013) 135.22 (49,422)
Outstanding at the end of the period 286.92 162,694 309.73 2,056,478
Exercisable at the end of the period 455.11 20,856 331.97 1,093,472
As at 31 March 2008, the Group maintained three sharebased payment schemes: 
Goldshield Group plc unapproved scheme
The unapproved share options scheme is administered by the Group. Options are granted to employees during
their tenure of service and these can be exercised until expiry of 10 years from the date of grant, provided 
the employee continues to remain in service at the earliest exercise date. The options are exercisable based 
on the achievement of performance criteria with regards to growth in earnings per share and turnover. The
Remuneration Committee has the discretion to consider any exception in meeting the performance criteria when
the options are exercised.
Goldshield Group plc sharesave scheme
The scheme allows all eligible employees to benefit from the growth of the Company through savings deducted
directly from pay, tax-free bonuses and a right to purchase Goldshield Group plc shares in the future but at a fixed
price, which does not exceed the middle market value of a share over the three dealing days immediately
preceding the issue of this invitation. The approved sharesave scheme has option exercise terms of 3,5 or 7 years.
The sharesave scheme can be exercised for 6 months only after the 3,5 or 7 year maturity dates.
The options outstanding at 31 March 2008 have an exercise price in the range of 126 pence to 480.5 pence and
a weighted average contractual life of 5.73 years.
There were no share options granted during the year.
Goldshield Group plc Long Term Incentive Plan
Participation in the plan is restricted to employees (including executive directors) of the Group who are required to
devote substantially the whole of their working time to their duties to the Group. Ordinarily, the Remuneration
Committee selects participants at or before the start of each performance period but the Remuneration Committee
may, in exceptional circumstances, decide to select participants at any time.
As soon as practicable after the start of each performance period, each participant will be notified about:
• the number of shares awarded to him/her in respect of that period
• the form of the award
• the performance targets to be achieved in relation to the performance period and
• the basis upon which the shares may be released after the end of the performance period and
•
any other conditions to which the Award may be subject
Notes to the Financial Statements
(continued)
Notes to the Financial Statements
(continued) 51
Mid market
price at date  
At start   Awared in At end of award Date of Date of
of year the Year Lapsed Released of year (pence) award vesting
Performance shares – 708,862 (132,880) – 575,982 231 12 Sep 07 12 Sep 10
2008 2007
Number Number
of awards of awards
Outstanding at the beginning of the period – –
Granted during the period 708,862 –
Lapsed during the period (132,880) –
Outstanding at the end of the period 575,982 –
13. DEFERRED TAX ASSETS AND LIABILITIES
Defered tax assets and liabilities are attributable to the following:
2008 2008 2007 2007 
Deferred Deferred Deferred Deferred 
tax assets tax liabilities tax assets tax liabilities
£’000 £’000 £’000 £’000
Intangible assets – 537 – 1,117
Property, plant and equipment 66 – 78 –
Share options 61 – 96 –
Translation reserve – 268 208 –
Other liabilities 104 – 963 –
Unused tax losses 407 – 495 –
Total 638 805 1,840 1,117
Equity
Translation reserve – 476 181 –
Share options – – (243) –
Total – 476 (62) –
Unrecognised deferred taxes
2008 2007
£’000 £’000
US 6,840 6,244
India 2,314 1,170
9,154 7,414
The tax losses for the US subsidiaries expire in 2027 and losses for Indian subsidiaries expire in 2015. Deferred
tax assets against the tax losses have not been recognised to the extent that the realisation of the related tax
benefit through the future taxable profits is not probable.
Please also refer to note 6 for information on the Group’s tax expense.
14. EARNINGS/(LOSS) PER SHARE
The calculation of the basic earnings/(loss) per share is based on the earnings/(loss) attributable to ordinary
shareholders divided by the weighted average number of shares in issue during the year, excluding those held by
employee benefit trust and those held as treasury shares.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the
issue of shares and the post tax effect of dividends, on the assumed conversion of all dilutive options.
Notes to the Financial Statements
(continued) 52
Reconciliations of the earnings/(loss) and weighted average number of shares used in the calculations are set 
out below.
2008 2007
Weighted Weighted
average Per share average Per share
Earnings number of amount Loss number of amount
£’000 shares’000 pence £’000 shares ’000 pence
Profit/(loss) attributable to shareholders 6,253 36,915 – (1,763) 37,146 –
Basic earnings/(loss) per share 16.9 (4.7)
Diluted earnings/(loss) per share 36,916 16.9 37,146 (4.7)
Weighted average number of ordinary shares 2008 2007
shares shares 
000’s 000’s
Issued ordinary share at 1 April 37,176 37,127
Weighted average number of shares issued during the year 593 19
Weighted average number of treasury shares (725) –
Weighted average number of shares 
held by employee benefit trust (129) –
Weighted average number of ordinary share at 31 March 36,915 37,146
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares at 31 March 36,915 37,146
Effect of share options on issue 1 –
Weighted average number of ordinary shares (diluted) at 31 March 36,916 37,146
15. EQUITY DIVIDENDS
2008 2007
£’000 £’000
Ordinary shares – dividend for 2006 of 5.1 pence 
per share paid 18 August 2006 – 1,893
Ordinary shares – dividend for 2007 of 1.7 pence 
per share paid 9 January 2007 – 632
Ordinary shares – dividend for 2007 of 5.1 pence 
per share paid 20 August 2007 1,896 – 
Ordinary shares – dividend for 2008 of 2.5 pence 
per share paid 10 January 2008 921 –
2,817 2,525
2008 2007
Pence Pence
Proposed dividend per share 5.5 5.1 
2008 2007
£’000 £’000
Proposed dividend 1,936 1,896 
Notes to the Financial Statements
(continued) 53
16. PROVISIONS
£’000
Carrying amount 1 April 2007 5,177
Additional provisions 328
Used provisions (2,170)
Carrying amount 31 March 2008 3,335
Provisions are considered current as their timing of settlement is not at the discretion of the Group.
Provisions represent legal fees being an estimate of the ongoing costs for defending legal claims against the
Group. It is anticipated that the provisions will be used within a period of 2-20 months from the date of initiation
based on the actual legal costs as and when incurred. 
The timing of spend on the legal costs is dependent on the progress of the litigation which involves various
counterparties and legal authorities. The Group cannot reliably estimate the amounts that will be paid after more
than 12 months from the balance sheet date, thus the whole amount is classified as current.
17. TRADE AND OTHER PAYABLES
2008 2007
£’000 £’000
Trade payables 5,516 5,123
Capital creditors –75
Accruals 11,458 10,893
16,974 16,092
18. OTHER LIABILITIES
2008 2007
£’000 £’000
Other creditors 490 2,154
Social security and other taxes 632 379
1,122 2,533
19. OPERATING LEASES
The Group’s minimum operating lease payments are as follows:
2008 2007
Land & 2008 Land & 2007
buildings Other buildings Other
£’000 £’000 £’000 £’000
Within one year 712 14 887 46
Between one to five years 1,116 28 1,678 5
More than five years 1,346 – 1,524 –
3,174 42 4,089 51
Lease payments recognised as an expense during the period amount to £1,146,000 (2007: £1,095,000). No
sublease income is expected as all assets held under lease agreements are used exclusively by the Group.
No operating lease agreements contain any contingent rent clauses.
The office building in India has a renewal option and escalation clause for lease rentals. Apart from the India
office building at Mumbai, none of the operating lease agreements contain renewal options or escalation clauses.
The Company did not have any financial leases at 31 March 2008 (2007: £nil).
Notes to the Financial Statements
(continued) 20. HELD-TO-MATURITY FINANCIAL ASSETS
Held-to-maturity financial assets comprise of a secured non-convertible debenture. The redemption
date is 14 months from the date of investment. The interest period is the period starting from the
allotment date to the redemption and maturity date.
The cost and fair values of these financial assets are as follows:
2008 2007
£’000 £’000
Carrying amounts at amortised cost:
Secured non-convertible debenture 377 –
377 –
Estimated fair values:
Secured non-convertible debenture 377 –
377 –
No impairment loss has been recorded in relation to the debentures which have been graded
AAAr/Stable rating by Credit Rating Information Services of India Limited (CRISIL).
21. FINANCIAL INSTRUMENTS
The Group uses financial instruments, comprising cash, short term borrowings, trade receivables and
trade payables, which arise directly from its operations. The main purpose of these financial
instruments is to raise finance for the Group’s operations.
Short term debtors and creditors
The Group’s trade and other receivables are actively monitored to avoid significant concentrations of
credit risk.
Interest rate risk
The Group finances its operations through a mixture of retained profits and bank facilities. Bank
borrowings are made using variable interest rates.
Liquidity risk
The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet
foreseeable needs and to invest cash assets safely and profitably.
Short-term flexibility is achieved through overdraft facilities and short/medium term borrowings.
Borrowing facilities
The Group has undrawn facilities available of £500,000 expiring within one year (2007:
£500,000).
Currency risk
The Group is exposed to translation and transaction foreign exchange risk. In relation to translation
risk the proportion of assets held in the foreign currency are matched to an appropriate level of
borrowings in the same currency. Transaction exposures are hedged when known, mainly using the
forward exchange hedge market.
The Group seeks to hedge its exposures using a variety of financial instruments, with the objective
of minimising the impact of fluctuations in exchange rates on future transactions and cash flows.
The Group has overseas subsidiaries operating in Ireland where reserves and expenses are
denominated in Euros.
£20.8 million (2007: £20.2 million) of the sales of the Group’s business is to customers in continental
Europe/foreign markets excluding North American operations. The majority of these sales are invoiced
in the currencies of the customers involved. The Group policy is to minimise all currency exposures on
any balance not expected to mature within 30 days of its arising through the use of forward currency
contracts, however there were none in place at the year end. All other sales of UK business are
denominated in sterling. 
54
Notes to the Financial Statements
(continued) 55
The tables below show the extent to which Group companies have monetary assets and liabilities in
currencies other than their local currency.
Functional currency of operation Net foreign currency monetary assets/(liabilities)
Indian Other 
US Dollars Euro Rupees currencies Total
£’000 £’000 £’000 £’000 £’000
2008
Sterling 172 2,417 (168) 1,263 3,684   
US Dollar 658 – – – 658
Euro 544–1–545
Indian Rupees – – 3,133 – 3,133
1,374 2,417 2,966 1,263 8,020
2007
Sterling 338 2,763 (2) 890 3,989   
US Dollar 316 – – – 316
Euro 537–––537
Indian Rupees – – 4,228 – 4,228
1,191 2,763 4,226 890 9,070
Fair values
The fair values of the Group’s financial instruments are considered equal to the book value. As these
financial instruments are not publicly traded, the fair values presented are determined by calculating
present values of the cash flows anticipated until maturity of these financial assets.
2008
Held to maturity Loans
Assets as per balance sheet investments and receivables Total
£’000 £’000 £’000
Held to maturity investments 377 – 377
Trade and other receivables – 12,753 12,753
Cash and cash equivalents – 19,197 19,197
377 31,950 32,327
2007
Held to maturity Loans 
Assets as per balance sheet investments and receivables Total
£’000 £’000 £’000
Trade and other receivables – 11,984 11,984
Cash and cash equivalents – 23,321 23,321
– 35,305 35,305
2008 Liabilities at fair  
value through the
Liabilities as per balance sheet proﬁt and loss Total
£’000 £’000
Provisions 3,335 3,335
Trade and other payables 16,974 16,974
Other liabilities 1,122 1,122
Current tax liabilities 4,567 4,567
25,998 25,998
2007 Liabilities at fair
value through the
Liabilities as per balance sheet proﬁt and loss Total
£’000 £’000
Provisions 5,177 5,177
Trade and other payables 16,092 16,092
Other liabilities 2,533 2,533
Current tax liabilities 4,595 4,595
28,397 28,397
Notes to the Financial Statements
(continued) 22. CAPITAL COMMITMENTS
During the year ended 31 March 2008, the Group entered into contracts to purchase and construct
property, plant and equipment for £234,000 (2007: £453,000). These commitments are expected
to be settled in the following financial year.
23. SUBSIDIARY UNDERTAKINGS
At 31 March 2008 the Company held more than 20% of the allotted share capital of the following
significant undertakings:
Name Country of Class of share Proportion Nature of
registration or capital held held business
incorporation
Goldshield Pharmaceuticals Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
pharmaceutical products
Goldshield Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Goldshield Management Services Limited England and Wales £1 ordinary shares 100% Management services
Vitamins Direct Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Regina Health Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
B&S House of Health Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Natural Essentials Limited England and Wales £1 ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Forley Generics Limited England and Wales £1 ordinary shares 100% Marketing of pharmaceutical 
products
Goldshield USA, Inc USA Ordinary shares 100% Intermediate holding company
Golden Pride, Inc USA Ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
WT Rawleigh, Co Canada Ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Goldshield Services Pvt. Limited India Ordinary shares 100% Management services
Antigen Pharmaceuticals Limited Ireland Ordinary shares 100% Intermediate holding company
Antigen International Limited Ireland Ordinary shares 100% Marketing and distribution of
pharmaceutical products
Antigen Overseas Limited Ireland Ordinary shares 100% Marketing and distribution of
pharmaceutical products
Anpharm Limited Ireland Ordinary shares 100% Marketing and distribution of
pharmaceutical products
Goldshield Healthcare Pvt. Limited India Ordinary shares 100% Marketing and distribution of
vitamins and health supplements 
and telemarketing services
Goldshield Real Estate Pvt. Limited India Ordinary shares 100% Development of Wellbeing Villages
and Resorts
Complete Wellbeing Publishing Pvt. Limited India Ordinary shares 100% Publishing magazines for 
consumers and selling copies, 
subscriptions and advertising space
Goldshield Direct,Inc. USA Ordinary shares 100% Marketing and distribution of 
vitamins and health supplements
Goldshield Management Services, Inc. USA Ordinary shares 100% Management services
56
Notes to the Financial Statements
(continued) 57
24. CONTINGENT LIABILITIES
Indemnities and guarantees
The Group has given indemnities in respect of advance payments, deferred purchase consideration
and import duty guarantees issued on its behalf in the normal course of business. The indemnities
given at 31 March 2008 amounted to £707,000 (2007: £583,000).
Serious Fraud Ofﬁce (SFO) Investigation update
The House of Lords gave its Judgment on 12 March 2008 as to whether the price fixing conduct alleged
by the SFO against Goldshield Group plc (‘Goldshield’ or the ‘Company’) and others can, if proved,
constitute a criminal offence (the so called ‘no-crime’ argument). The House of Lords allowed
Goldshield’s appeal and found that price fixing, of itself, does not amount to conspiracy to defraud. The
House of Lords also held that, if the Serious Fraud Office wishes to proceed with the prosecution, it will
have to review and amend its case.
Following the announcement dated 12 March 2008, the Company has been informed by the SFO that
it has decided to amend its case and will be seeking to continue with a prosecution.
The Directors do not believe the Company has acted in an unlawful manner and the case is being
defended. Legal and professional costs in this matter have been provided for.
25. ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgments are continually evaluated and are based on historical experience and 
other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
The Group makes estimates and judgements concerning the future. The estimates and judgements
that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Impairment of goodwill and other intangibles
The Group test annually the carrying values of goodwill and other intangibles for impairment in
accordance with the accounting policy statement in Note 1. The achievement of the growth and
profitability by the individual cash generating units is critical in substantiating the carrying value of
goodwill and intangibles. Refer to note 7 of Consolidated Financial Statements on page 45.
Legal and other disputes
The Group faces an ongoing litigation with the SFO, as detailed in Note 24 on contingent liabilities.
The Group continues to vigorously deny any culpability, but the outcome of this legal issue and any
resulting financial implications could have a material impact on the Group’s financial statements.
Share options
The share options calculation takes into account future dividends of 6 pence and a volatility rate of
45%, based on expected share price. It is assumed that the 3 and 5 year share save options are
held for 3 and 5 years respectively, ie. the duration of the savings contracts, because the bonus is
paid then and the employee has cash tied up. For the employee stock options it is assumed that 3
year options will be held for 5 years and that 5 year options will be held for 6 years. Both could be
held for longer before expiry, but on average employees are likely to seek liquidity or leave the
Company before the full term. The risk-free interest rate was determined at 5%. The underlying
expected volatility was based upon a calculation of historic volatility during the period 2002-2004.
Notes to the Financial Statements
(continued) 58
Long Term Incentive Plan
The costs for LTIP share rewards were calculated using the Binomial model with the following
assumptions:
Date of award 12 Sep 2007 12 Sep 2007
Performance criteria TSR EPS
Number of shares under option 354,431 354,431
Share price (£) (mid market) £2.31 £2.31
Option exercise price (£) £0.00 £0.00
Expected life of awards in years 3 3
Volatility 30% 30%
Dividend yield 2.5% 2.5%
Risk free interest rate 5% 5%
Binomial model £ fair value £1.39 £2.31
Income taxes
The Group is subject to taxes in various jurisdictions. Significant judgment is required in determining
the Group provision for income taxes. There are many transactions and calculations for which the
ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
liabilities for anticipated tax audit issues based on estimates as to whether additional taxes will be
due. Where the final tax outcome of these matters is different from the amounts that were initially
recorded, such differences will impact the income tax and deferred tax provision in the year in which
such determination is made. 
Notes to the Financial Statements
(continued) 59
We have audited the parent Company financial statements of Goldshield Group plc for the year ended
31 March 2008 which comprise the Balance Sheet and notes 1 to 13. These parent Company financial
statements have been prepared under the accounting policies set out therein. We have also audited the
information in the Directors’ Remuneration Report that is described as having been audited.
We have reported separately on the Group financial statements of Goldshield Group plc for the year
ended 31 March 2008.
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 auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members as a body for our audit work, for
this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
The Directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report
and the parent Company financial statements in accordance with United Kingdom 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 parent Company financial statements and the part of the Directors’
Remuneration Report to be audited in accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the Group financial statements give a true and fair view
and whether the Parent financial statements and the part of the Directors’ Remuneration Report to
be audited have been properly prepared in accordance with the Companies Act 1985. We also
report to you whether in our opinion the information given in the Directors’ Report is consistent with
the financial statements. 
In addition we report to you if, in our opinion, the Company has not kept proper accounting records,
if we have not received all the information and explanations we require for our audit, or if information
specified by law regarding Directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with
the audited parent Company financial statements. The other information comprises only the Directors,
Secretary and Advisors, Business Highlights, Chairman's Overview, Chief Executive Officer’s Operating
Review, Five Year Review, Directors, Report of the Directors, Corporate Governance Report, Corporate
Social Responsibility and the unaudited part of the Directors' Remuneration Report. We consider the
implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the parent Company financial statements. Our responsibilities do not extend to
any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland)
issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the parent Company financial statements and the part of
the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant
estimates and judgments made by the Directors in the preparation of the parent Company financial
statements, and of whether the accounting policies are appropriate to the Company’s circumstances,
consistently applied and adequately disclosed.
Report of the Independent Auditor to the
Members of Goldshield Group plc We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the parent Company financial statements and the part of the Directors’ Remuneration Report
to be audited are free from material misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the parent Company financial statements and the part of the Directors’ Remuneration
Report to be audited.
Opinion
In our opinion:
•
the parent Company financial statements give a true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of the Company’s affairs as at 
31 March 2008;
•
the parent Company financial statements and the part of the Directors’ Remuneration Report 
to be audited have been properly prepared in accordance with the Companies Act 1985; and
• the information given in the Directors’ Report is consistent with the financial statements.
GRANT THORNTON UK LLP
REGISTERED AUDITOR
CHARTERED ACCOUNTANTS
LONDON
25 JUNE 2008
60
Report of the Independent Auditor to the 
Members of Goldshield Group plc
(continued) 61
Company Balance Sheet at 31 March 2008
Notes 2008 2007
£’000 £’000
Fixed assets
Intangible assets 5 8,851 13,330
Investments 6 7,159 7,159
16,010 20,489 
Current assets
Debtors: due after more than one year 7 4,521 3,893 
Debtors: due within one year 7 4,779 3,097
Cash at bank and in hand 11,234 9,974
20,534 16,964
Creditors: amounts falling due within one year 8 (2,438) (1,911)
Net current assets 18,096 15,053 
Total assets less current liabilities 34,106 35,542 
Provisions for liabilities 9 (537) (1,117)
33,569 34,425
Capital and reserves
Called up share capital 10 1,919 1,859
Share premium account 11 22,274 21,549
Treasury shares (4,667) –
Shares held by employee benefit trust (1,939) –
Profit and loss account 11 15,982 11,017
Shareholders’ funds 12 33,569 34,425
The financial statements were approved by the Board of Directors on 25 June 2008 and signed on their behalf by:
Rakesh V Patel, Chief Executive Officer
Ajay M Patel, Group Executive Director
The accompanying accounting policies and notes form an integral part of these financial statements. 62
1. PRINCIPAL ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared in accordance with applicable United Kingdom
accounting standards and under the historical cost convention. The Directors have reviewed the
principal accounting policies and consider they remain the most appropriate for the Company. The
principal accounting policies of the Company have remained unchanged from the previous year.
Investments
Investments in subsidiary undertakings in the balance sheet of the Company are included at the cost
of the shares held less amounts written off.
Intangible ﬁxed assets
Goodwill, brand names, know-how, licences, trademarks and similar intangible items are capitalised
at historical cost net of any provision for impairment and amortised on a straight line basis over their
estimated useful economic lives, which range between seven and ten years.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the
Group an obligation to pay more tax in the future, or a right to pay less tax in the future have
occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than
not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted
or substantially enacted by the balance sheet date. Deferred taxes are not discounted.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the
transaction. Monetary assets and  liabilities in foreign currencies are translated at the rates of exchange
ruling at the balance sheet date. All other exchange differences are dealt with through the profit and
loss account.
Financial instruments
Financial assets and financial liabilities are recognised on the Company’s balance sheet when the
Company becomes a party to the contractual terms of the instrument.
•
Trade receivables
Trade receivables do not carry any interest and are stated at their fair values, which equal the
estimated present value of the future cash flows.
•
Bank borrowings
Interest bearing bank loans and overdrafts are recorded at fair value. Finance charges, including
premiums payable on settlement or redemption and direct issue costs, are accounted for on an
accruals basis to the profit and loss account using the effective interest method and are added to the
carrying value of instrument to the extent that they are not settled in the period in which they arise.
•
Trade payables
Trade payables are not interest bearing and are stated at their fair value.
Share options and long term share incentive plan
The share options and the long term share incentive plan is available to eligible employees who are
employed by other subsidiaries of the Company.
Notes to the Company’s Financial Statements 63
2. RESULT FOR THE FINANCIAL YEAR
The 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 after tax for the year of the Company was
£7,782,000 (2007: £7,801,000) which is dealt with in the financial statements of the Company.
Auditors’ remuneration
The audit fee for the Company was £6,000 (2007: £6,000). Auditors’ remuneration for other services is
disclosed in note 3 of Consolidated IFRS financial statements on page 42.
Fees paid to Company’s auditor, Grant Thornton UK LLP, and its associates for services other than statutory audit
of the Company are not disclosed in Goldshield Group plc’s accounts since the consolidated accounts of
Goldshield Group plc are required to disclose non-audit fees on a consolidated basis.
3. DIRECTORS AND EMPLOYEES 
There were no employees in the Company as at 31 March 2008 and 31 March 2007.
Details in respect of Directors’ emoluments are included within the Directors’ Remuneration Report on page 24.
4. EQUITY DIVIDENDS
2008 2007
£’000 £’000
Ordinary shares – dividend for 2006 of 5.1 pence per share paid 18 August 2006 – 1,893
Ordinary shares – dividend for 2007 of 1.7 pence per share paid on 9 January 2007 – 632
Ordinary shares – dividend for 2007 of 5.1 pence per share paid on 20 August 2007 1,896 –
Ordinary shares – dividend for 2008 of 2.5 pence per share paid on 10 January 2008 921 –
2,817 2,525
2008 2007
Pence Pence
Proposed dividend per share 5.5 5.1
2008 2007
£’000 £’000
Proposed dividend 1,936 1,896
5. INTANGIBLE FIXED ASSETS
Brand names
know-how
licences and
trade marks Goodwill Total
£’000 £’000 £’000
Cost
At 1 April 2007 48,894 14,605 63,499
Disposal (225) – (225)
At 31 March 2008 48,669 14,605 63,274 
Amortisation and impairment losses
At 1 April 2007 36,373 13,796 50,169 
Amortisation 3,943 354 4,297
Disposal (43) – (43)
At 31 March 2008 40,273 14,150 54,423
Carrying amounts
At 31 March 2008 8,396 455 8,851
At 31 March 2007 12,521 809 13,330
The Board has considered the useful economic life for significant acquisitions and concluded in each case that the
useful economic life ranges between seven and ten years.
Notes to the Company’s Financial Statements 
(continued) 64
6. FIXED ASSET INVESTMENTS
2008 2007
£’000 £’000
Investments in Group undertakings at cost 7,159 7,159 
2008
Cost £’000
At 1 April 2007 7,159
Additions –
At 31 March 2008 7,159
Amounts written off in year ended 31 March 2008 –
Net book amount at 31 March 2008 7,159
Shares in subsidiary undertakings
Refer Note 23 of Consolidated financial statements on Page 56.
7. DEBTORS
Debtors due after more than one year 2008 2007
£’000 £’000
Amounts owing by subsidiary undertakings 4,521 3,893
Debtors due within one year
Other debtors 84 1
Amounts owing by subsidiary undertakings 4,635 3,096
Prepayments and accrued income 60 –
4,779 3,097
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2008 2007
£’000 £’000
Capital creditors –75
Current taxation 1,919 1,326
Social security and other taxes 183 174
Other creditors 336 336
2,438 1,911
Notes to the Company’s Financial Statements
(continued) 65
9. PROVISIONS FOR LIABILITIES
2008 2007
£’000 £’000
Deferred taxation 537 1,117
Deferred taxation provided for in the financial statements is set out below:
Accelerated capital allowances 537 1,117 
Total 537 1,117
At 1 April 2007 1,117 1,894
Movement in the year (580) (777)
At 31 March 2008 537 1,117
10. CALLED UP SHARE CAPITAL
2008 2007
£’000 £’000
Authorised
100,000,000 ordinary shares of 5 pence each (2007: 100,000,000) 5,000 5,000
2008 2007
£’000 £’000
Allotted, called up and fully paid
38,367,046 ordinary shares of 5 pence each (2007: 37,176,033) 1,919 1,859 
During the year 1,191,013 shares were issued under the unapproved employee share option scheme, the
employee sharesave scheme and the long term incentive plan. The difference between the total consideration of
£784,548 and the nominal value of £59,551 has been credited to the share premium account
Share options and long term share incentive plan
Refer Note 12 of Consolidated financial statements on pages 49 to 51.
11. SHARE PREMIUM ACCOUNT AND RESERVES
Proﬁt Share
& loss premium
account account
£’000 £’000
At 1 April 2007 11,017 21,549
Equity dividends paid (2,817) –
Premium on allotment during the year – 725
Retained profit for the year 7,782 –
At 31 March 2008 15,982 22,274 
Notes to the Company’s Financial Statements
(continued) 66
Notes to the Company’s Financial Statements
(continued)
12. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
2008 2007
£’000 £’000
Profit for the financial year after taxation 7,782 7,801
Equity dividends paid (2,817) (2,525)
Issue of shares 785 67
Treasury shares (4,667) –
Share held by employee benefit trust (1,939) –
Net (decrease)/increase in shareholders’ funds (856) 5,343
Shareholders’ funds at 1 April 2007 34,425 29,082
Shareholders’ funds at 31 March 2008 33,569 34,425
13. CONTINGENT LIABILITIES
The Company together with a number of other Companies in the Group have entered into an all sums cross
guarantee with one of the Group’s bankers. The total borrowing to which this guarantee related amounted to £nil
at 31 March 2008 (2007: £nil).
Serious Fraud Ofﬁce (SFO) Investigation update
The House of Lords gave its Judgment on 12 March 2008 as to whether the price fixing conduct alleged by the
Serious Fraud Office against Goldshield Group plc (‘Goldshield’ or the ‘Company’) and others can, if proved,
constitute a criminal offence (the so called ‘no-crime’ argument). The House of Lords allowed Goldshield’s appeal
and found that price fixing, of itself, does not amount to conspiracy to defraud. The House of Lords also held that,
if the Serious Fraud Office wish to proceed with the prosecution, it will have to review and amend its case.
Following the announcement dated 12 March 2008, the Company has been informed by the SFO that it has
decided to amend its case and will be seeking to continue with a prosecution.
The Directors do not believe the Company has acted in an unlawful manner and the case is being defended.  67
Notice is hereby given that the Annual General Meeting of Goldshield Group plc will be held at Panmure
Gordon, 155 Moorgate, London EC2M 6XB on 6 August 2008 at 10.00 am when the following business
will be transacted:
Report and accounts
1. To receive the accounts and report of the Directors and auditor for the year ended 31 March 2008.
Appointment of Directors
2. To re-appoint Dr. Keith Hellawell QPM, retiring by rotation, in accordance with the Company’s Articles
of Association, as a non-executive Director of the Company.
3. To re-appoint Nick Woollacott, who was appointed by the Board on 8 August 2007 as a non-executive
Director of the Company.
4. To re-appoint Paul Edwards MBE, who was appointed by the Board on 8 August 2007 as a non-
executive Director of the Company.
Auditor 
5. To re-appoint Grant Thornton UK LLP as auditor to the Company and to authorise the Directors to fix
their remuneration.
Dividend
6. To declare a dividend of 5.5 pence per ordinary share.
Directors’ Remuneration Report
7. To receive and approve the Directors’ Remuneration Report for the year ended 31 March 2008.
Ordinary resolution
8. To consider and, if thought fit, to pass the following resolution, as an ordinary resolution:
That the Directors be and are generally and unconditionally authorised in connection with Section 80
of the Companies Act 1985 (the Act) to allot relevant securities (as defined in Section 80(2) of the Act)
(in substitution for and to the exclusion of any other power previously granted to the Directors of the
Company pursuant to Section 80 of the Act) to an aggregate nominal amount of £586,712 such
authority to expire at the conclusion of 15 months from the date of the passing of the Resolution or, if
earlier, the Annual General Meeting of the Company to be held in 2009 save that the Company may
before such expiry make an offer or agreement which would or might require relevant securities to be
allotted after such expiry and the Directors may allot relevant securities pursuant to such an offer or
agreement as if the authority granted by this Resolution had not expired provided that nothing in this
Resolution shall render unauthorised any act done or allotment of any relevant securities, or any offer
or agreement which would or might require relevant securities to be allotted and made prior to the
passing of this Resolution pursuant to any prior authority.
Special resolution
9. To consider and, if thought fit, to pass the following resolution, as a special resolution:
That, subject to Resolution set out at item 8 in this notice being duly passed, the Directors be and are
hereby empowered pursuant to Section 95 of the Companies Act 1985 (the Act) to allot equity
securities (as defined in Section 94(2) of the Act), which are to be paid up in cash, as if Section 89(1)
of the Act did not apply to such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer by way of rights or other preemptive offer
in favour of the holders of Ordinary Shares and others entitled to participate in such offer where the
equity securities respectively attributable to the interests of ordinary shareholders and others so entitled
are proportionate (as nearly as may be) to the respective number of Ordinary Shares held or deemed to
be held by them, subject only to such exclusions or other arrangements as the Directors deem necessary
or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas
territory or the equipment of any regulatory body or stock exchange, or any other matter whatsoever;
and 
(b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate
nominal amount of £88,007. Such power to be in substitution for and to the exclusion of any other
power previously granted to the Directors of the Company pursuant to Section 95 of the Act, provided
that nothing in this resolution shall render unauthorised or otherwise affect any act done or allotment
of equity securities or any offer or agreement which would or might require equity securities to be
allotted, made prior to the passing of this resolution pursuant to any prior power (and any such prior
power shall remain in full force and effect in relation to any allotment pursuant to or arising out of any
offer or agreement as aforesaid) and the power conferred by this resolution (unless previously varied or
revoked by a Special Resolution of the Company) shall expire at the conclusion of the Annual General
Notice of Annual General Meeting 68
Meeting of the Company to be held in 2009 or 15 months after the passing of this resolution whichever
is earlier but so that the power conferred by this resolution shall allow the Company to make before
expiry of this power offers or agreements which would or might require equity securities to be allotted
after such expiry and notwithstanding such expiry the Directors may allot equity securities in pursuance
of such offers or agreements.
Special resolution
10. To consider and, if thought fit, to pass the following resolution, as a special resolution:
That the Company be and is hereby generally and unconditionally authorised for the purpose of Section
166 of the Companies Act 1985 (the Act) to make one or more market purchases (within the meaning
of Section 163(3) of the Act) on the Official List of the UK Listing Authority of Ordinary Shares of 5
pence each in the capital of the Company (Ordinary Shares) provided that:
(a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 3,520,271
(representing approximately 10 per cent of the Company’s issued Ordinary share capital as at 20 June
2008;
(b) the minimum price which may be paid for such Ordinary Shares is 5 pence per share (exclusive of
expenses);
(c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more
than 5 per cent above the average of the market values for an Ordinary Share as derived from the
London Stock Exchange Daily Official List for the five business days immediately preceding the date on
which the Ordinary Share is purchased;
(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the Company to be held in 2009 or within 15 months
from the date of passing of this resolution, whichever shall be the earlier; and
(e) the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby
conferred prior to the expiry of such authority which will or may be executed wholly or partly after the
expiry of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract
or contracts.
Special resolution
11. To consider and, if thought fit, to pass the following resolution, as a special resolution: 
That the Company’s Articles of Association be amended by the deletion of Article 90 and the insertion
in its place of a new Article 90 as set out below in this Resolution.
New Article 90
Directors’ Interests
90(1)
90(1)(A) Authorisation of Directors’ interests
For the purposes of Section 175 of the Companies Act 2006, the Directors shall have the power to authorise
any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director under
that Section to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or
possibly may conflict, with the interests of the Company.
90(1)(B) Authorisation of a matter under Article 90(1)(A) shall be effective only if:
1. the matter in question shall have been proposed in writing for consideration at a meeting of the
Directors, in accordance with the Board’s normal procedures or in such other manner as the Directors
may determine;
2. any requirement as to the quorum at the meeting of the Directors at which the matter is considered is
met without counting the Director in question and any other interested Director (together the “Interested
Directors”); and 
3. the matter was agreed to without the Interested Directors voting or would have been agreed to if the
votes of the Interested Directors had not been counted.
90(1)(C) Any authorisation of a matter under Article 90(1)(A) extends to any actual or potential conflict of
interest which may reasonably be expected to arise out of the matter so authorised. 
90(1)(D) Any authorisation of a matter under Article 90(1)(A) shall be subject to such conditions or
limitations as the Directors may determine, whether at the time such authorisation is given or subsequently
and may be terminated by the Directors at any time. A Director shall comply with any obligations imposed
on him by the Directors pursuant to any such authorisation.
Notice of Annual General Meeting
(continued) 69
Notice of Annual General Meeting
(continued)
90(1)(E) Subject to any conditions or limitations imposed under Article 90(1)(D), a Director shall not, save
as otherwise agreed by him, be accountable to the Company for any benefit which he (or a person connected
with him) derives from any matter authorised by the Directors under Article 90(1)(A) and any contract,
transaction, arrangement or proposal relating thereto shall not be liable to be avoided on the grounds of any
such benefit. 
90(1)(F) This Article 90(1) does not apply to a conflict of interest arising in relation to a transaction or
arrangement with the Company.
90(2) 
90(2)(A) Subject to compliance with Article 90(2)(B), a Director, notwithstanding his office, may have an
interest of the following kind:
1. where a Director (or a person connected with him) is a director or other officer of, or employed by, or
otherwise interested (including by the holding of shares) in any Relevant Company;
2. where a Director (or a person connected with him) is a party to, or otherwise interested in, any contract,
transaction, arrangement or proposal with a Relevant Company, or in which the Company is otherwise
interested; 
3. where the Director (or a person connected with him) acts (or any firm of which he is a partner, employee
or member acts) in a professional capacity for any Relevant Company (other than as auditor) whether
or not he or it is remunerated therefore;
4. an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
5. an interest, or a transaction, arrangement or proposal giving rise to an interest, of which the Director is
not aware;
6. any matter already authorised under Article 90(1)(A); or
7. any other interest authorised by ordinary resolution.
No authorisation under Article 90(1)(A) shall be necessary in respect of any such interest.
90(2)(B) Subject to Sections 177 and 182 of the Companies Act 2006 the Director shall declare the nature
and extent of any interest permitted under Article 90(2)(A), and not falling within Article 90(2)(C), at a
meeting of the Directors, by written declaration to the Company or in such other manner as the Directors
may determine.
90(2)(C) No declaration of an interest shall be required by a Director in relation to an interest:
1. falling within paragraphs 4, 5 and 6 of Article 90(2)(A);
2. if, or to the extent that, the other Directors are already aware of such interest (and for this purpose the
other Directors are treated as being aware of anything of which they ought reasonably to be aware); or
3. if, or to the extent that, it concerns the terms of his service contract (as defined in Section 227 of the
Companies Act 2006) that have been or are to be considered by a meeting of the Directors, or by a
committee of Directors appointed for the purpose under these Articles.
90(2)(D)  A Director shall not, save as otherwise agreed by him, be accountable to the Company for any
benefit which he (or a person connected with him) derives from any interest referred to in Article 90(2)(A),
and no contract, transaction, arrangement or proposal shall be liable to be avoided on the grounds of any
such interest.
90(2)(E) For the purposes of this Article 90(2), “Relevant Company” shall mean the Company; a subsidiary
undertaking of the Company; any holding company of the Company or a subsidiary undertaking of any such
holding company; any body corporate promoted by the Company; or any body corporate in which the
Company is otherwise interested.
90(3) 
90(3)(A) Save as provided in this Article 90(3), and whether or not the interest is one which is authorised
pursuant to Article 90(1) or permitted under Article 90(2), a Director shall not be entitled to vote on any
resolution in respect of any contract, transaction, arrangement or proposal, in which he (or a person
connected with him) is interested. Any vote of a Director in respect of a matter where he is not entitled to
vote shall be disregarded.
90(3)(B) A Director shall not be counted in the quorum for a meeting of the Directors in relation to any
resolution on which he is not entitled to vote.
90(3)(C) Subject to the provisions of the Companies Acts, a Director shall (in the absence of some other
interest than is set out below) be entitled to vote, and be counted in the quorum, in respect of any resolution
concerning any contract, transaction, arrangement or proposal:
1. in which he has an interest of which he is not aware; 2. in which he has an interest which cannot reasonably be regarded as likely to give rise to a conflict of
interest;
3. in which he has an interest only by virtue of interests in shares, debentures or other securities of the
Company, or by reason of any other interest in or through the Company;
4. which involves the giving of any security, guarantee or indemnity to the Director or any other person in
respect of (i) money lent or obligations incurred by him or by any other person at the request of or for
the benefit of the Company or any of its subsidiary undertakings; or (ii) a debt or other obligation of the
Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole
or in part under a guarantee or indemnity or by the giving of security;
5. concerning an offer of shares or debentures or other securities of or by the Company or any of its
subsidiary undertakings (i) in which offer he is or may be entitled to participate as a holder of securities;
or (ii) in the underwriting or subunderwriting of which he is to participate;
6. concerning any other body corporate in which he is interested, directly or indirectly and whether as an
officer, shareholder, creditor, employee or otherwise, provided that he (together with persons connected
with him) is not the holder of, or beneficially interested in, one per cent or more of the issued equity
share capital of any class of such body corporate or of the voting rights available to members of the
relevant body corporate;
7. relating to an arrangement for the benefit of the employees or former employees of the Company or any
of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded
to the employees or former employees to whom such arrangement relates;
8. concerning the purchase or maintenance by the Company of insurance for any liability for the benefit of
Directors or for the benefit of persons who include Directors;
9. concerning the giving of indemnities in favour of Directors; 
10. concerning the funding of expenditure by any Director or Directors on (i) defending criminal, civil or
regulatory proceedings or actions against him or them, (ii) in connection with an application to the court
for relief, or (iii) defending him or them in any regulatory investigations;
11. concerning the doing of anything to enable any Director or Directors to avoid incurring expenditure as
described in paragraph 10 of this Article 90(3) immediately above; and 
12. in respect of which his interest, or the interest of Directors generally, has been authorised by ordinary
resolution.
90(3)(D) Where proposals are under consideration concerning the appointment (including fixing or varying
the terms of appointment) of two or more Directors to offices or employments with the Company (or any body
corporate in which the Company is interested), the proposals may be divided and considered in relation to
each Director separately. In such case, each of the Directors concerned (if not debarred from voting under
paragraph 6 of Article 90(3) shall be entitled to vote, and be counted in the quorum, in respect of each
resolution except that concerning his own appointment or the fixing or variation of the terms thereof.
90(3)(E) If a question arises at any time as to whether any interest of a Director prevents him from voting,
or being counted in the quorum, under this Article 90(3), and such question is not resolved by his voluntarily
agreeing to abstain from voting, such question shall be referred to the Chairman of the meeting and his ruling
in relation to any Director other than himself shall be final and conclusive, except in a case where the nature
or extent of the interest of such Director has not been fairly disclosed. If any such question shall arise in
respect of the Chairman of the meeting, the question shall be decided by resolution of the Directors and the
resolution shall be conclusive except in a case where the nature or extent of the interest of the Chairman of
the meeting (so far as it is known to him) has not been fairly disclosed to the Directors.
90(4) Conﬁdential information
90(4(A)) Subject to Article 90(4)(B), if a Director, otherwise than by virtue of his position as Director,
receives information in respect of which he owes a duty of confidentiality to a person other than the
Company, he shall not be required to disclose such information to the Company or to the Directors, or to any
Director, officer or employee of the Company, or otherwise use or apply such confidential information for the
purpose of or in connection with the performance of his duties as a Director.
90(4)(B) Where such duty of confidentiality arises out of a situation in which the Director has, or can have,
a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, Article
90(4)(A) shall apply only if the conflict arises out of a matter which has been authorised under Article
90(1)(A) above or falls within Article 90(3) above. 
90(4)(C) This Article 90(4) is without prejudice to any equitable principle or rule of law which may excuse
or release the Director from disclosing information, in circumstances where disclosure may otherwise be
required under this Article 90(4).
90(5) Directors’ interests - general
90(5)(A) For the purposes of Articles 90(1) to 90(4):
70
Notice of Annual General Meeting
(continued) 71
1. where the context permits, any reference to an interest includes a duty and any reference to a conflict
of interest includes a conflict of interest and duty and a conflict of duties;
2. an interest of a person who is connected with a Director shall be treated as an interest of the Director;
and
3. Section 252 of the Companies Act 2006 shall determine whether a person is connected with a Director.
90(5)(B) Where a Director has an interest which can reasonably be regarded as likely to give rise to a conflict
of interest, the Director may, and shall if so requested by the Directors take such additional steps as may be
necessary or desirable for the purpose of managing such conflict of interest, including compliance with any
procedures laid down from time to time by the Directors for the purpose of managing conflicts of interest
generally and/or any specific procedures approved by the Directors for the purpose of or in connection with
the situation or matter in question, including without limitation:
1. absenting himself from any meeting or part of a meeting of the Directors at which the relevant situation
or matter falls to be considered; and
2. not reviewing documents or information made available to the Directors generally in relation to such
situation or matter and/or arranging for such documents or information to be reviewed by a professional
adviser to ascertain the extent to which it might be appropriate for him to have access to such
documents or information.
90(5)(C) The Company may by ordinary resolution ratify any contract, transaction, arrangement or proposal,
not properly authorised by reason of a contravention of any of the provisions of this Article 90.
Special resolution
12. To consider and, if thought fit, to pass the following resolution, as a special resolution:- that
(A) the Company be authorised, subject to and in accordance with the provisions of the Companies Act
2006 to send, convey or supply all types of notices, documents or information to the shareholders by
electronic means (as such term is defined in the Financial Services Authority's Disclosure and
Transparency Rules) and in all electronic form, including by making such notices, documents or
information available on a website; and
(B) the Company’s Articles of Association be amended by
(i) the insertion of new Article 162 set out below in this Resolution and by the making of all
consequential numbering amendments therefore required:
162
Any documents or information to be sent or supplied by or to the Company may be sent or supplied in hard
copy form or by electronic means or by means of a website to the extent permitted by the Companies Act
2006 and these Articles.
and
(ii) the insertion of new Article 167:
167
(A) A document or information may only be sent or supplied by the Company to a person by being made
available on a website if the person (i) has agreed (generally or specifically) that the document or
information may be sent or supplied to him or her in that manner; or (ii) is taken to have so agreed in
accordance with the Companies Act 2006 statutes, and has not revoked that agreement. A document
or information authorised or required to be sent or supplied by means of a website must be made
available in a form, and by a means, that the Company reasonably considers will enable the recipient
to read it (and see any images contained in it) with the naked eye and to retain a copy of it. 
(B) The Company must notify the intended recipient of:
1. the presence of the document or information on the website;
2. the address of the website; 
3. the place on the website where it may be accessed; and 
4. how to access the document or information. 
(C) The document or information is taken to be sent (i) on the date on which the notification required in
Article 167(B) is sent; or (ii) if later, the date on which the document or information first appears on
the website after that notification is sent. 
(D) The Company must make the document or information available on the website throughout:
1. the period specified by any applicable provision of the Companies Act 2006; or 
2. if no such period is specified, the period of 28 days beginning with the date on which the notification
required by Article 167(B) is sent to the person in question. 
A failure to make a document or information available on a website throughout the period mentioned in
Notice of Annual General Meeting
(continued) this Article 167(D) shall be disregarded if (1) it is made available on the website for part of that period
and (2) the failure to make it available throughout that period is wholly attributable to circumstances
that it would not be reasonable to have expected the Company to prevent or avoid.
(E) Where a document or information is sent or supplied by means of a website, service or delivery shall
be deemed to be effected when (a) the material is first made available on the website or (b) if later,
when the recipient received (or, in accordance with this Article 167, is deemed to have received)
notification of the fact that the material was available on the website.
(C) the Company’s Articles of Association be amended by:-
(i) the deletion of the words “in writing under the hand of” in Article 77 and insertion in their place of the
following words in Article 77: “executed by”
and
(ii) the deletion of Article 79 and the insertion in its place of a new Article 79 as set out below in this
Resolution:
79 The appointment of a proxy and any authority under which it is executed or a copy of such authority
certified notarially or in some other way approved by the directors may:
(A) in the case of an instrument in writing be deposited at the office or at such other place within the United
Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by
the Company in relation to the meeting not less than 48 hours before the time for holding the meeting
or adjourned meeting at which the person named in the instrument proposes to vote; or
(B) in the case of an appointment contained in an electronic communication, where an address has been
specified for the purpose of receiving electronic communications—
1. in the notice convening the meeting, or
2. in any instrument of proxy sent out by the Company in relation to the meeting, or
3. in any invitation contained in an electronic communication to appoint a proxy issued by the Company
in relation to the meeting,
be received at such address not less than 48 hours before the time for holding the meeting or adjourned
meeting at which the person named in the appointment proposes to vote;
(C) in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as
aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for
the taking of the poll; or
(D) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be
delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any
Director;
and an appointment of proxy which is not deposited, delivered or received in a manner so permitted
shall be invalid.
In these Articles, “address”, in relation to electronic communications, includes any number or address
used for the purposes of such communications.
By Order of the Board
S Venkateswaran
Secretary, 1 July 2008.
Registered Office: Bensham House, 324 Bensham Lane, Thornton Heath, Surrey CR7 7EQ
Registered in England & Wales under Company Number 2330913
NOTES
1. Only holders of Ordinary Shares or their duly appointed representatives are entitled to attend and vote
at the meeting. Members so entitled may appoint one or more persons to attend and (on a poll) vote on
their behalf. A proxy need not be a member of the Company.
2. A form of proxy is enclosed for use in connection with the business set out above. To be valid, the form
of proxy and any power of attorney or other authority under which it is signed must be lodged with the
Company’s Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,Kent BR3
4TU, not less than 48 hours before the time appointed for holding the General Meeting or adjournment
as the case may be. You can only appoint a proxy using the procedures set out in these notes and the
notes to the proxy form.
3. Completion and return of a form of proxy does not preclude a member from attending and voting at the
meeting.
72
Notice of Annual General Meeting
(continued) 73
4.   CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so by using the procedures described in the CREST Manual.  CREST
personal members or other CREST sponsored members and those CREST members who have
appointed  voting service provider(s), should refer to their CREST sponsor or voting service provider(s)
who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with
Euroclear UK & Ireland Limited's (formerly CRESTCo's) specifications and must contain the information
required for such instructions, as described in the CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or an amendment to the instruction given to a previously
appointed proxy, must in order to be valid, be transmitted so as to be received by Capita Registrars (ID
RA 10) by no later than 10.00 am on 4 August 2008. No such message received through the CREST
network after this time will be accepted.  For this purpose, the time of receipt will be taken to be the
time (as determined by the timestamp applied to the message by the CREST Applications Host) from
which the registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST.  After this time, any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means. 
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note
that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any
particular message. Normal system timings and limitations will therefore apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST system by any particular
time. In this connection, CREST members and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.  
5. Copies of all Directors’ service contracts will be available for inspection at the principal business
address, No.1 Croydon, 12-16 Addiscombe Road, Croydon, Surrey CR0 0XT, of the Company during
normal business hours on each business day (Saturdays, Sundays and public holidays excluded) and at
Panmure Gordon, 155 Moorgate, London EC2M 6XB, fifteen minutes prior to and during the above
Annual General Meeting.
6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies
that only those shareholders registered in the Register of Members of the Company as at:  6.00 pm on
4 August 2008; or 
if this general meeting is adjourned at 6.00 pm on the day two days prior to the adjourned meeting,
shall be entitled to attend or vote at the above Annual General Meeting in respect of the number of
shares registered in their name at that time. Changes in the Register of Members after that time will be
disregarded in determining the rights of any person to attend or vote at the meeting.
7. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in
place at the Meeting so that:
(i) if a corporate member has appointed the Chairman of the meeting as its corporate representative
with instructions to vote on a poll in accordance with the directions of all the other corporate
representatives for that member at the meeting, then, on a poll, those corporate representatives will give
voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate
representative in accordance with those directions; and
(ii) if more than one corporate representative for the same corporate member attends the Meeting but
the corporate member has not appointed the Chairman of the meeting as its corporate representative,
a designated corporate representative will be nominated, from those corporate representatives who
attend, who will vote on a poll and the other corporate representatives will give voting directions to that
designated corporate representative.
Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and
Administrators on proxies and corporate representatives, available from www.icsa.org.uk, for further
details of this procedure. The guidance includes a sample form of representation letter to appoint the
Chairman as a corporate representative as described in (i) above.
8. As at 5.00 pm on 30 June 2008, the Company’s issued share capital comprised 36,717,046  shares
of 5p each (excluding shares held in treasury). Each share carries the right to one vote at a general
meeting of the Company and, therefore, the total number of voting rights in the Company as at 5.00
pm on 30 June 2008 is 36,717,046.
Notice of Annual General Meeting
(continued) 74
Financial Calendar
26 June 2008 Announcement of results and proposal of dividend
23 July 2008 Shares become ex-dividend
25 July 2008 Record date for proposed dividend
6 August 2008 2008 Annual General Meeting
20 August 2008 Expected date of payment of proposed dividend
November 2008 Announcement of interim results and interim dividend for the six months
ended 30 September 2008
December 2008 Shares become ex-dividend
January 2009 Payment of interim dividend for 2008/09
June 2009 Announcement of results and proposal of dividend
September 2009 Shares become ex-dividend 75
Useful Information Sources for Shareholders
Internet
Information about the Group can be found on the internet at www.goldshieldplc.com
Share price information
Shareholders are able to keep track of the share price through the financial press and at the
Group’s internet site in the Investor Relations Section.
Changes in shareholder details
Shareholders should advise any changes in their personal details to the registrar, Capita Registrars,
Northern House, Woodsome Park, Fenay Bridge, Huddersfield,West Yorkshire HD8 OLA. 76
Notes