annual report and financial statements 2004
coverqxd  01042005  1046  page 1 corporate summary
omega international group plc designs manufactures and markets
high quality branded fitted kitchen furniture which is sold through
independent kitchen specialist outlets throughout the uk
the group successfully joined aim in april 2004 to provide greater
flexibility for future growth
contents
ifc corporate summary
1 highlights
2 chairman’s statement
3 chief executive’s statement
4 financial review
5 board of directors
6 directors’ report 
8 corporate governance
10 remuneration report
13 independent auditors’ report
14 consolidated profit and loss account
15 balance sheets
16 consolidated cash flow statement
17 accounting policies
19 notes to the financial statements
30 five year record
financial calendar
31 notice of annual general meeting
ibc corporate information
coverqxd  01042005  1046  page 2 1
omega international group plc annual report and financial statements 2004
highlights
increase 2004 2003
turnover 20 £213m £178m
operating profit 41 £41m £29m
profit for the financial year 100 £36m £18m
basic earnings per share 8 83p 77p
adjusted earnings per share 32 102p 77p
turnover growth £m operating profit £m
‘02 ‘03 ‘04 ‘02 ‘03 ‘04
£152
£178
£213
£22
£29
£41
0omgarf04qxd  01042005  1025  page 1 chairman’s statement
2
omega international group plc annual report and financial statements 2004
overview
 successfully admitted to aim in april 2004
 turnover a record £213m
 job creation exceeded 200
 improved operating margin at 19
 strong cash inflow from operations of £49m
i am pleased to report that the year ended
31 december 2004 reflected a period of
significant achievement and importance for
the group
the company was successfully admitted
to the alternative investment market of the
london stock exchange on 13 april 2004
this achieved a key objective and allowed
the company to redeem all remaining
preference shares and to pay in full the
associated dividend liabilities the increase
in our share price since flotation reflects
how well the listing was received
the financial performance of the group
has been robust with turnover at a record
£213m 2003 £178m we recorded
a 47 gross margin 2003 44 and
an operating margin of 19 2003 16
operating profit has grown by 41 to
£41m which reflects economies of scale
and improved efficiencies on incremental
volumes cash flow has been strong
allowing the early repayment of some
£13m of long term debt
the directors are proposing a maiden
dividend of 15p per ordinary share payable
on 8 july 2005
the group’s strategy continues to focus
strongly on increased development of its
kitchen brands and expanded distribution
through independent retail outlets
nationwide in the replacement and
new build markets
current trading is in line with expectations
and the directors are confident that the
product launches in 2005 together with
improved distribution will lead to further
growth in volumes margins and profit
on behalf of the group i would like to
thank all of our customers and suppliers
as well as our own skilled and dedicated
staff who now number over 200 for
their support commitment and energy
throughout the year
r s murray cbe fcca
chairman
23 march 2005
1 sheraton kitchen craftsman oak
2 omega kitchen metro beech
3 chippendale kitchen maplewood shaker
123
0omgarf04qxd  01042005  1025  page 2 chief executive’s statement
3
omega international group plc annual report and financial statements 2004
operational highlights
 twenty new kitchens launched in 2004
 further investment in new outlets and displays
 manufacturing productivity improved by 18
 96 of all kitchens shipped complete and on time
omega’s three brands sheraton omega
kitchens and chippendale kitchens are
distributed and sold through a national
network of specialist kitchen outlets the
majority of which are independent retailers
omega had a very good year with progress
being made in all areas of the business
the group continued with its investment
in expanding and strengthening its display
base on all three brands by taking on new
displaying dealers as well as adding displays
of new kitchen ranges within existing outlets
during 2004 omega also increased its
focus on sales activity in the south where
historically its distribution has not been as
concentrated this ongoing initiative is
expected to gain momentum throughout
2005 and make an increased contribution
to the business
new product development continues to
be a key area for the group twenty new
kitchens were launched during 2004 across
all three brands helping to improve yields
per outlet as well as refreshing the mix
of kitchens on display nationally
omega continues to work closely with its
displaying outlets utilising its national sales
force to motivate dealers and their staff
as well as constructing tailored marketing
packages including showroom layouts
staff training cad planning and quotations
product promotions and support materials
our modest market share should allow us
to continue with our growth plans even if
market conditions ease
the operational side of the business also
made significant progress production
volumes increased by around 20 in line
with sales growth and manufacturing
volumes per operative improved by over
18 in the year
service levels remained consistently high
averaging 96 of all kitchens being
despatched complete and on time to our
dealers or their customers’ home addresses
the group continues with its successful
formula into 2005 targeting additional new
display outlets and further strengthening the
existing display network four new kitchens
have been launched into sheraton this
month and a new product development
programme for omega kitchens and
chippendale kitchens is now underway
with launches planned for september 2005
francis galvin
chief executive
23 march 2005
123
4
1 craftsman chestnut
2 ferrara natural oak
3 mattonella gloss stone
4 vintage knotty oak
the four new
sheraton
kitchens
0omgarf04qxd  01042005  1025  page 3 financial review
4
omega international group plc annual report and financial statements 2004
trading
turnover grew by 20 to £213m from
£178m in 2003 increased volumes and
improved cost controls allowed gross
margins to reach 47 up from 44 in
2003 further operational efficiencies
allowed operating margins to reach 19
for the year compared with 16 in 2003
unusual items
the consolidated profit and loss account
includes a tax charge that is much lower
than the statutory rate of 30 this arose
from statutory deductions of £3m available
to the group through the exercise of emi
share options by the executive directors
on the flotation of the company
on flotation all the company’s previously
issued preference shares were redeemed
together with deferred dividend payments
of £14m arising on redemption
in view of the significance of these unusual
items an adjusted earnings per share
calculation has been presented that excludes
their impact on reported results
cash flow
the placing of new shares on flotation and
the exercise of options raised £206m net of
expenses which was used mainly to redeem
the remaining preference shares and to pay
the deferred dividend referred to above
operating cash flows at £49m against
£18m in 2003 reflected both improved
profitability and control of working capital
especially stock levels which reduced
slightly year on year capital expenditure
totalled £07m leaving the remainder
of cash flows after the payment of £06m
in corporation tax to service and reduce
net debt
capital structure
the group is now funded by equity
and medium term borrowings from
lloyds tsb bank plc early repayments
of the ten year loan from the bank have
resulted in a year end balance of £21m
2003 £38m other borrowings at
the beginning of the year of £13m were
repaid in full leaving net gearing of 15
at year end
both medium and short term facilities are
payable in sterling and carry interest linked
to base rate
treasury
the group’s current policy is to use floating
interest rates on its debt and any surplus
funds are placed on deposit daily however
when commitments allow early repayments
will continue to be made on the medium term
debt rather than placing funds on deposit
about one third of the group’s purchases
of material are made in euros it is the group’s
policy to purchase euros using forward
options when rates are favourable this
though is usually for less than the next half
year’s purchases and the purchase of forward
currency if any is delegated to the finance
and operations directors acting together
martin levitt fca
finance director
23 march 2005
financial highlights
 turnover up 20
 gross and operating margins increased by 3 of sales
 share capital restructured on float
 operating cash inflow of £49m
 reduced medium term borrowings
12
1 omega kitchen dales oak
2 sheraton kitchen original beech
0omgarf04qxd  01042005  1025  page 4 board of directors
5
omega international group plc annual report and financial statements 2004
robert murray cbe
nonexecutive chairman 58
bob murray was a founding director of omega
he is the chairman of sunderland afc and the
chairman of the sterling capitol group of
companies he is also a qualified accountant
a director of the sunderland foundation he was
awarded the cbe in 2002 he is a former
nonexecutive director of fki plc and has been
executive chairman of sunderland football club
since 1986
prudence margaret leith obe
nonexecutive director 65
prue was appointed on 1 march 2004 she is also
a nonexecutive director of woolworths group plc
and whitbread plc with previous nonexecutive
appointments including halifax plc safeway plc
and british railways she is chairman of ashridge
management college prue started leith’s good
food a commercial catering company in 1965
leith’s restaurant in 1969 and leith’s school
of food and wine in 1975
kevin mcdonald obe
nonexecutive director 71
kevin was appointed on 1 march 2004 he began
in the plumbing industry at the age of 23 where
he has since spent his entire working career
he recognised the potential for the use of plastics
in the sector and formed bartol plastics ltd in 1964
to exploit this he became the managing director
of hepworth iron company’s plastics division after
hepworth acquired bartol and then left in 1972
to form macdee plastics ltd to manufacture acrylic
baths and cisterns he cofounded polypipe plc
in 1980 which made its debut on the stock exchange
in 1985 valued at £11m it was acquired by imi plc
in 1999 for £337m and now employs over 3500
people across europe in 1990 kevin was named
yorkshire businessman of the year and he was
awarded an obe in 1996
francis galvin
chief executive 54
francis has vast experience in the kitchen industry
having worked in it since 1973 he has specialised
in sales and marketing and over the last three
decades has held senior positions with three of the
largest and most successful kitchen manufacturers
gower moores and the spring ram group where
he progressed to become a main board director
he left to become a founding director of omega
in 1992
martin levitt
finance director 54
martin qualified as a chartered accountant at arthur
andersen in 1976 moving to andersen’s leeds office
two years later in 1985 he was made a worldwide
partner in 1995 martin left his position as senior
audit partner to join the company as group
finance director
newton winfield
operations director 51
newton started in the kitchen industry in 1976
when he joined gower furniture his initial
expertise was in material sourcing but he has since
gained exceptional experience in factory planning
distribution and sales and general administration
for most of the 1980’s he was in charge of operations
at spring ram’s ceramic plant he then took on
the role of managing director of ram bathrooms
at that time the market leader in europe in the
manufacture of acrylic baths he left in 1992
to become a founding director of omega
from left to right kevin mcdonald francis galvin newton winfield prue leith bob murray martin levitt
0omgarf04qxd  01042005  1025  page 5 directors’ report
6
omega international group plc annual report and financial statements 2004
the directors present their annual report on the affairs of the company and the group for the year ended 31 december 2004
principal activity 
the group manufactures and markets branded kitchen products
review of the business and future developments
details of the 2004 results and the outlook for the current year are set out in the chairman’s statement the chief executive’s statement
and the financial review on pages 2 to 4
results and dividends
the group profit before tax for the financial year was £3856956 2003 £2627850 resulting in profit before dividends of £3590786
2003 £1835705 preference dividends of £1425597 2003 £121747 were paid during the year preference shares with a par value
of £700000 were redeemed in 2004 2003 £1300000
the directors have proposed a final dividend for 2004 of 15p per share which totals £416417 2003 £nil
changes in share capital
a number of changes in share capital occurred and these are set out in detail in note 18 on page 27
charitable and political donations
the contributions made by the group during the year for charitable purposes totalled £1000 2003 £nil the group made no political
contributions 2003 £nil
directors
the directors of the company during the year ended 31 december 2004 together with brief biographies are shown on page 5
reelection of directors
as required by the articles of association of the company and in accordance with the provisions of the 2003 frc combined code
all directors must be reelected at intervals of not more than three years accordingly robert murray francis galvin martin levitt and
newton winfield will retire and being eligible offer themselves for reelection at the forthcoming annual general meeting “agm”
the independent nonexecutive directors were reelected at last year’s agm
directors’ remuneration and interests
the remuneration report is set out on pages 10 to 12 it includes details of directors’ remuneration interests in the shares of the company
share options and pension arrangements the company’s register of directors’ interests which is open to inspection at the company’s
registered office contains full details of directors’ shareholdings and options to subscribe for shares
the board’s corporate governance report including the directors’ statement on responsibilities for the preparation of financial statements
is set out on pages 8 to 9
substantial shareholdings
at 23 march 2005 the company had received notification that the following are interested in more than 3 per cent of the issued
ordinary share capital of the company

of shares held
r s murray family trusts 5742
f a galvin 593
fc smaller companies plc 346
n s winfield 344
omega international group plc annual report and financial statements 2004 omega international group plc annual report and financial statements 2004
1omgarb04qxd  01042005  1028  page 6 7
omega international group plc annual report and financial statements 2004
employees
the group places considerable value on the involvement of its employees and has continued its practice of keeping them informed
of matters affecting them as employees and the various factors affecting the performance of the group this is done through a quarterly
newsletter regular meetings of the elected council and team briefings
the directors recognise that continued and sustained improvement in the performance of the group depends on its ability to attract
motivate and retain employees of the highest calibre furthermore the directors believe that the group’s ability to sustain a competitive
advantage over the long term depends in a large part on ensuring that all employees contribute to the maximum of their potential
the group is committed to improving the performance of all employees through development training
the group is an equal opportunity employer the group’s policies seek to promote an environment free from discrimination harassment
and victimisation and to ensure that no employee or applicant is treated less favourably on the grounds of gender marital status age race
colour nationality or national origin disability or sexual orientation or is disadvantaged by conditions or requirements which cannot
objectively be justified entry into and progression within the group is solely determined on the basis of work criteria and individual merit
the group continues to give full and fair consideration to applications for employment made by disabled persons having regard to their
respective aptitudes and abilities the policy includes where practicable the continued employment of those who may become disabled
during their employment and the provision of training and career development and promotion where appropriate
share scheme
share ownership is a key part of the group’s remuneration philosophy and the directors believe that a major key to the group’s future
success lies in a motivated management team holding a stake in the company details of share options granted during the year are set
out in the remuneration report on page 12
policy and practice on payment of creditors
it is the group’s policy to agree terms and conditions for its business transactions with its suppliers the group seeks to abide by the payment
terms agreed with suppliers whenever it is satisfied that the supplier has provided the goods or services in accordance with the agreed terms
and conditions where specific credit terms are not negotiated with suppliers the group endeavours to meet such suppliers’ normal terms
in the year ended 31 december 2004 average creditor days for the group were 88 days 2003 95 the company had no trade
creditors at the year end
environment
the group recognises the importance of environmental responsibility the nature of its activities has a minimal effect on the environment
but where they do the group acts responsibly and is aware of its obligations at all times
annual general meeting
the next agm of the company will be held on 8 june 2005 details of the business to be proposed at the agm are contained within the
notice of meeting which is set out on pages 31 to 32
independent auditors 
pricewaterhousecoopers llp have indicated their willingness to continue in office and a resolution proposing that they be reappointed
as independent auditors and authorising the directors to fix their remuneration will be proposed at the agm
by order of the board
martin levitt
company secretary
23 march 2005
1omgarb04qxd  01042005  1028  page 7 corporate governance
for the year ended 31 december 2004
8
omega international group plc annual report and financial statements 2004
principles of corporate governance
as an aim quoted company omega international group plc is not required to comply with the provisions of the 2003 frc combined
code however the board recognises the value of good corporate governance as a positive contribution to the well being of the business
and believes in applying these principles in a sensible and pragmatic manner
board of directors
the board of directors consists of six members including a nonexecutive chairman and two other independent nonexecutive directors
the roles of nonexecutive chairman and chief executive officer are separated and clearly defined the activities of the group are
controlled by the board which meets throughout the year there is a formal schedule of matters specifically reserved for the full board’s
decision together with a policy enabling directors to take independent advice in the furtherance of their duties at the group’s expense
the board programme is designed so that directors have regular opportunity to consider the group’s strategy policies budgets progress
reports and financial position and to arrive at a balanced assessment of the group’s position and prospects
the board is assisted by the company secretary who provides a point of reference and regular support for all directors and senior managers
he has responsibility for ensuring that board procedures are followed for establishing the group’s corporate governance policies and for
assisting the board in facilitating compliance by the company with its legal obligations
the board has appointed two standing committees which are as follows
the audit committee
the committee comprises the two independent nonexecutive directors and the nonexecutive chairman and is chaired by bob murray
in view of his financial experience its duties include a comprehensive review of the annual and interim financial statements before they
are presented to the board for approval the audit committee meets at least twice a year to review the findings of the external auditors
key accounting policies and judgements it has unrestricted access to the company’s external auditors
the remuneration committee
the committee comprises the two independent nonexecutive directors and the nonexecutive chairman and is chaired by prue leith
it meets at least twice a year and is responsible for making recommendations to the board on remuneration policy for executive directors
and for setting salaries incentive payments and share options granted
relations with shareholders
the company seeks to ensure that all shareholders are kept informed about the company and its activities a comprehensive annual
report and accounts and an interim report are sent to shareholders and there is frequent dialogue with institutional investors including
individual and group presentations following the preliminary and interim announcements
the agm is a forum for shareholders’ participation with the opportunity to meet and question board members including the
nonexecutive chairman
internal control
the board of directors acknowledges its overall responsibility for the group’s systems of internal control and for monitoring their
effectiveness the board has control over strategic financial and compliance issues and has introduced a structure of responsibility
with appropriate levels of authority the board as a whole has continued to review annually the effectiveness of the group’s systems
of internal control
the company’s directors and varying levels of management have clear responsibilities in ensuring that the control environment operates
efficiently clear lines of responsibility are developed through the group’s organisation structure ethical policies are communicated
through all forms of personnel training and via appropriate procedures
1omgarb04qxd  01042005  1028  page 8 9
omega international group plc annual report and financial statements 2004
internal control continued
although no system of internal control can provide absolute assurance against material misstatement or loss the group’s systems are
designed to provide reasonable assurance that problems are identified on a timely basis and are dealt with appropriately the principal
features of the group’s internal financial control structures can be summarised as follows
a preparation of budgets and forecasts approved by the board
b monthly management accounts showing comparisons of actual results against budget and prior year results are reviewed by the board
variances from budget are thoroughly investigated and are discussed at monthly management meetings
c the group’s cash flow is also monitored against forecast and
d the board authorises capital expenditure where this is significant
going concern
under company law the directors are required to consider whether it is appropriate to prepare financial statements on the basis that
the company and group are going concerns as part of its normal business practice budgets cash flow forecasts and longer term
financial projections are prepared and in reviewing this information the directors are satisfied that the company and the group have
adequate resources to enable them to continue in business for the foreseeable future the directors have therefore adopted the going
concern basis in the preparation of the financial statements
statement of directors’ responsibilities
company law requires the directors to prepare financial statements for each financial year that give a true and fair view of the state
of affairs of the company and the group as at the end of the financial year and of the profit or loss of the group for that year
the directors confirm that suitable accounting policies have been used and applied consistently as explained on pages 17 to 18 under the
heading ‘accounting policies’ they also confirm that reasonable and prudent judgements and estimates have been made in preparing
the financial statements for the year ended 31 december 2004 that applicable accounting policies have been followed and that the
financial statements have been prepared on the going concern basis
the directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position
of the company and the group and to 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 the group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities
the maintenance and integrity of the omega website is the responsibility of the directors the work carried out by the auditors does not
involve consideration of these matters and accordingly the auditors accept no responsibility for any changes that occur to the financial
statements after they are initially presented on the 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
martin levitt
company secretary
23 march 2005
1omgarb04qxd  01042005  1028  page 9 remuneration report
10
omega international group plc annual report and financial statements 2004
as an aim quoted company omega international group plc is not required to comply with schedule 7a of the companies act 1985
the following disclosures are made voluntarily the contents of this report are unaudited unless clearly identified as audited
the remuneration committee comprises the nonexecutive directors
prue leith chair
kevin mcdonald
bob murray
directors’ remuneration
remuneration of nonexecutive directors
the remuneration of the nonexecutive directors is determined by the board
the nonexecutive directors do not take part in discussions on their remuneration neither the nonexecutive chairman nor the other
nonexecutive directors received any pension share options or other benefits from the group nor did they participate in any of the
bonus schemes
remuneration of executive directors
the main aim of the company’s executive pay policy is to secure the skills and experience needed to meet its strategic business objectives
furthermore the company aims to align the interests of all employees as closely as possible with the interests of shareholders through share
based incentives and bonus schemes based on profit
the company’s remuneration committee decides the remuneration policy that applies to executive directors in setting the policy it considers
a number of factors including
a the basic salaries and benefits available to executive directors of comparable companies
b the need to attract and retain executive directors of an appropriate calibre
c the need to ensure executive directors’ commitment to the continued success of the group by means of incentive schemes
the company’s remuneration policy is to
a have regard to the executive directors’ experience and the nature and complexity of their work in order to pay a competitive salary
that attracts and retains management of the highest quality
b link individual remuneration packages to the group’s long term performance through the award of share options and incentive schemes
c provide postretirement benefits through contributions to executive directors’ self invested pension schemes
dprovide employmentrelated benefits including the provision of a company car or car allowance fuel medical and life insurance
and insurance relating to the executive directors’ duties
salaries
the remuneration committee meets at least once a year in order to consider and set the annual salaries for executive directors
having regard to the needs of the company individual responsibilities personal performance and salary survey information
pensions audited
the executive directors are members of their own defined contribution pension schemes the assets of which are held independently
of the group the amounts contributed by the group for the year ended 31 december 2004 were £58613 2003 £29565
the company does not provide any other postretirement benefits to the directors
contracts of service
the executive directors have contracts of service that can be terminated by either party on 12 months’ notice if the company terminates
the contracts by notice but other than on giving full notice the contracts of service provide for the payment of a fixed amount equal to
the salary and other contractual benefits for the unexpired portion of the appointment or notice entitlement as the case may be
1omgarb04qxd  01042005  1028  page 10 11
omega international group plc annual report and financial statements 2004
directors’ emoluments audited
the remuneration of the directors of the company was as follows
2004
benefits pension
salary bonus in kind contributions total 2003
£’000 £’000 £’000 £’000 £’000 £’000
executive directors
francis galvin 140 36 25 30 231 196
martin levitt 134 36 5 13 188 152
newton winfield 125 36 16 15 192 161
399 108 46 58 611 509
fees total
£’000 £’000
nonexecutive directors
bob murray ————— 6
prue leith 21——— 21 —
kevin mcdonald 21——— 21 —
42——— 42 6
441 108 46 58 653 515
kevin mcdonald has waived his entitlement to the fees above and has asked the group to instead donate the same amount to a charity
the benefits in kind include provision of a company car where applicable fuel and private medical insurance for each director and
their family each executive director has the flexibility to request different allocations of his total contractual package between salary
car allowance pension etc provided that there is no increased cost including national insurance for the group as a result
directors’ interests
interest in shares
the interests of the directors as at 31 december in the shares of the company were
2004 2003
ordinary shares of 10p each ordinary shares of £1 each
percentage of percentage of
number shares held number shares held
bob murray 15940000 574 1894000 832
francis galvin 1645000 59 229000 100
martin levitt 814600 29 62920 28
newton winfield 955400 34 91080 40
prue leith 4425 0 —0
kevin mcdonald 4425 0 —0
19363850 698 2277000 100
bob murray’s interests above comprised shares settled by him to family trusts the above amounts include 5313333 ordinary shares of 10p each
2003 631333 ordinary shares of £1 each that are held for the benefit of a person deemed not to be connected to bob murray for the purposes
of the companies act 1985 as amended
in addition the same family trusts held 700000 £1 redeemable preference shares at 31 december 2003 all of which were redeemed
during 2004
apart from the interests disclosed above and the interests in share options disclosed on page 12 the directors had no other interest in
shares of group companies
1omgarb04qxd  01042005  1028  page 11 remuneration report continued
12
omega international group plc annual report and financial statements 2004
directors’ interests continued
share options audited
at the beginning of the year each of francis galvin newton winfield and martin levitt held conditional options over 100000 ordinary
shares of £1 each all of these options were exercised at a price of £1 per share immediately prior to the admission of the company to aim
on 13 april 2004 giving rise to aggregate gains calculated under the provisions of schedule 6 to the companies act 1985 of £3090000
of which £1030000 related to the highest paid director
at the remuneration committee meeting held in june 2004 share options were granted at an exercise price of £113 per share as follows
number of shares
francis galvin 85106
martin levitt 85106
newton winfield 85106
each of the group’s ten senior managers were also granted options at £113 per share over 25000 shares each
these share options cannot be exercised before 29 june 2007 and have an expiry date of 28 june 2014 they are subject to stringent
performance targets based on profit growth
no share options have been granted since 31 december 2004
prudence margaret leith obe
chair of the remuneration committee
23 march 2005
1omgarb04qxd  01042005  1028  page 12 independent auditors’ report
to the members of omega international group plc
13
omega international group plc annual report and financial statements 2004
we have audited the financial statements which comprise the consolidated profit and loss account the balance sheets the consolidated
cash flow statement the accounting policies and the related notes
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable united kingdom
law and accounting standards are set out in the statement of directors’ responsibilities 
our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and united kingdom
auditing standards issued by the auditing practices board this report including the opinion has been prepared for and only for the
company’s members as a body in accordance with section 235 of the companies act 1985 and for no other purpose we do not in
giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in writing
we report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements
have been properly prepared in accordance with the companies act 1985 we also report to you if in our opinion the directors’ report
is not consistent with the financial statements if the company has not kept proper accounting records if we have not received all the
information and explanations we require for our audit or if information specified by law regarding directors’ remuneration and
transactions is not disclosed
we read the other information contained in the annual report and consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements the other information comprises only the chairman’s
statement the chief executive’s statement the financial review the directors’ report the corporate governance statement the
remuneration report and the other items included in the contents section
basis of audit opinion
we conducted our audit in accordance with auditing standards issued by the auditing practices board an audit includes examination
on a test basis of evidence relevant to the amounts and disclosures in the financial statements it also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies
are appropriate to the company’s circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order
to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement
whether caused by fraud or other irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation
of information in the financial statements
opinion
in our opinion the financial statements give a true and fair view of the state of affairs of the company and the group at 31 december 2004
and of the profit and cash flows of the group for the year then ended and have been properly prepared in accordance with the
companies act 1985
pricewaterhousecoopers llp
chartered accountants and registered auditors
leeds
23 march 2005
1omgarb04qxd  01042005  1028  page 13 consolidated profit and loss account
for the year ended 31 december 2004
14
omega international group plc annual report and financial statements 2004
2004 2003
notes £’000 £’000
turnover 1 21326 17845
cost of sales 11232 9922
gross profit 10094 7923
other operating expenses 2 6007 5018
operating profit 3 4087 2905
net interest payable 5 230 277
profit before tax 3857 2628
tax on profit on ordinary activities 6 266 792
profit for the financial year 3591 1836
dividends 7 1827 94
retained profit for the year 20 1764 1742
basic and diluted earnings per share pence 8 83 77
basic and diluted adjusted earnings per share pence 8 102 77
all activities of the group are continuing
there is no material difference between reported and historical cost profits and losses
there were no recognised gains and losses for both of the years ended 31 december 2003 and 2004 other than the profit for the year
1omgarb04qxd  01042005  1028  page 14 balance sheets
31 december 2004
15
omega international group plc annual report and financial statements 2004
group company
2004 2003 2004 2003
notes £’000 £’000 £’000 £’000
fixed assets
intangible assets 9 22 29 — —
tangible assets 10 11832 11897 — —
investments 11 — — 5723 5723
11854 11926 5723 5723
current assets
stocks 12 3125 3386 — —
debtors 13 3363 3176 3231 2594
cash 327 ———
6815 6562 3231 2594
creditors amounts falling due 
within one year 14 4468 5640 473 15
net current assets 2347 922 2758 2579
total assets less current liabilities 14201 12848 8481 8302
creditors amounts falling due 
after more than one year 15 1806 3658 — —
provision for liabilities and charges 17 535 459 — —
net assets 11860 8731 8481 8302
capital and reserves
calledup share capital 18 2776 2977 2776 2977
share premium account 19 1563 — 1563 —
capital redemption reserve 20 3096 2746 3096 2746
revaluation reserve 20 4440 4462 — —
profit and loss account 20 15 1454 1046 2579
shareholders’ funds 21 11860 8731 8481 8302
comprising
equity interests 11860 6641 8481 6212
nonequity interests — 2090 — 2090
11860 8731 8481 8302
the financial statements on pages 14 to 29 were approved by the board of directors on 23 march 2005 and signed on their behalf by
mp levitt
director
1omgarb04qxd  01042005  1028  page 15 consolidated cash flow statement
for the year ended 31 december 2004
16
omega international group plc annual report and financial statements 2004
2004 2003
notes £’000 £’000
net cash inflow from operating activities 22 4878 1816
returns on investments and servicing of finance
interest paid 234 277
preference dividends paid 1426 122
net cash outflow from returns on investments and servicing of finance 1660 399
taxation 620 —
capital expenditure and financial investment
purchase of tangible fixed assets 669 1011
sale of tangible fixed assets 30 62
grants received for capital expenditure 23 —
net cash used for capital expenditure and financial investment 616 949
net cash inflow before use of liquid resources and financing 1982 468
financing
issue of shares 2550 —
costs of share issue 488 —
redemption of preference shares 700 1300
bank loans — 4275
repayment of bank loans 1929 3914
repayment of other loan 50 100
net cash outflow from financing 617 1039
increasedecrease in cash in the year 23 1365 571
reconciliation of net cash flow to movement in net debt
2004 2003
notes £’000 £’000
increasedecrease in cash 1365 571
net decreaseincrease in debt 1979 262
3344 833
net debt at 1 january 5117 4284
net debt at 31 december 23 1773 5117
1omgarb04qxd  01042005  1028  page 16 accounting policies
17
omega international group plc annual report and financial statements 2004
the group’s principal accounting policies all of which have been applied consistently throughout the year and with the preceding year
are set out below
basis of accounting
the accounts are prepared on the going concern basis under the historical cost convention as modified by the revaluation of certain tangible
fixed assets and in accordance with the companies act 1985 and applicable accounting standards in the united kingdom
the group accounts are a consolidation of the accounts of omega international group plc and all of its subsidiary undertakings for the
year ended 31 december 2004 all intergroup transactions are eliminated
turnover
turnover comprises the net amount receivable from customers after deducting any discounts for displays or for other marketing support
in respect of the goods and services provided in the normal course of business turnover is recognised once goods are delivered or the
services are provided to customers turnover excludes vat 
investments
investments in subsidiary undertakings are stated at cost less any provision for impairment loans to subsidiaries are classified as part of
the investment when such loans are envisaged to be long term in nature 
tangible fixed assets
tangible fixed assets excluding freehold land and buildings are stated at the cost of acquisition less any provision for depreciation
freehold land and buildings are stated at valuation on an existing use basis an external professional valuer performs a full valuation at
least every five years and an interim valuation is carried out in the third year after a full valuation interim valuations are also performed
where the directors believe that it is likely that there has been a material change in value revaluation gains are recognised in full through
the statement of total recognised gains and losses and credited to the revaluation reserve
depreciation is provided at rates calculated to write off the valuation or cost less estimated residual value of each asset on a straight line
basis from the date it is brought into productive use to the end of its expected useful life as follows
freehold buildings 50 years
plant and equipment 5–10 years
fixtures and fittings 4–10 years
computer hardware and software 3–6 years
freehold land is not depreciated
interest on borrowings specifically and exclusively linked to the construction of fixed assets is capitalised as part of the cost of the asset
until practical completion occurs
intangible fixed assets
intangible fixed assets comprise trademarks and similar rights and assets and are carried at cost less amortisation amortisation is provided
on a straightline basis over the useful economic life of the asset which has been taken as five years
1omgarb04qxd  01042005  1028  page 17 accounting policies continued
18
omega international group plc annual report and financial statements 2004
stocks
stocks are stated at the lower of cost and net realisable value 
cost is the purchase cost including transport for raw materials together with a proportion of manufacturing overheads based on normal
levels of activity for work in progress and finished goods
net realisable value is based on estimated normal selling price less further costs expected to be incurred to completion and sale
provision is made for obsolete slowmoving or defective items where appropriate
taxation
the charge for tax is based on the profit for the year and takes into account tax deferred or accelerated because of timing differences
between the treatment of certain items for accounting and tax purposes full provision is made for deferred tax resulting from timing
differences between profits computed for tax purposes and profits stated in the financial statements to the extent that there is an
obligation to pay more tax or a right to pay less tax in the future as a result of the reversal of those timing differences deferred tax
assets are recognised to the extent that they are expected to be recoverable deferred tax is not discounted
government grants
government grants are recognised in the profit and loss account so as to match them with the expenditure towards which they are
intended to contribute to the extent that the grants received are intended as a specific reduction against certain tangible fixed assets
they are recognised in the profit and loss account over the expected useful economic life of the related tangible fixed asset
pension benefits
the group provides pension benefits to its employees through contributions to defined contribution group personal pension policies
the amounts charged to the profit and loss account are the contributions payable in the period
leases
rentals under operating leases are charged on a straight line basis over the lease term
assets acquired under finance lease or similar arrangements are recorded at cost and depreciated over the shorter of the lease term or
the useful life of the asset concerned the lease liability is recognised as a liability at the inception of the lease and interest is charged to
the profit and loss account so as to produce a constant rate on the outstanding liability
foreign currency
transactions in foreign currencies are recorded at the rate ruling at the date of transaction monetary assets and liabilities denominated in
foreign currency are retranslated at either the rate of exchange at 31 december or at the contracted rate where the transaction is covered
by a forward exchange contract all currency differences are dealt with in the profit and loss account
related party transactions
in accordance with frs 8 “related party disclosures” the company discloses details if any of material transactions between the
reporting entity and related parties however transactions between the company and other group companies have not been disclosed
in accordance with the exemption in frs 8 paragraph 3a
share options
the intrinsic value of share options granted being the market price at the date of grant less the exercise price is charged against profit on
a straight line basis over the initial vesting period an equivalent amount is credited to the profit and loss reserve
1omgarb04qxd  01042005  1028  page 18 notes to the financial statements
for the year ended 31 december 2004
19
omega international group plc annual report and financial statements 2004
1 segmental information
turnover operating results and net assets are derived from within the united kingdom and are from the group’s principal activity
turnover for the year ended 31 december 2004 includes exports of £1874 2003 £3399
2 other operating expenses
2004 2003
£’000 £’000
selling and marketing expenses 1361 983
distribution costs 1804 1597
administrative expenses 2842 2438
6007 5018
3 operating profit
operating profit is after chargingcrediting
2004 2003
£’000 £’000
depreciation of tangible fixed assets 511 436
amortisation of intangible fixed assets 7 8
government grants 39 235
profitloss on disposal of fixed assets 14 1
operating lease charges – motor vehicles 166 129
foreign currency gains 107 72
auditors’ remuneration – audit services 20 6
– other services 22 6
staff costs note 4 4504 4258
included within auditors’ remuneration is £500 2003 £500 for the company 
the auditors also received fees of £91000 for acting as reporting accountants on the company’s flotation which has been treated as a cost
of the related share issue the other services were in connection with corporate tax advice and compliance £13500 and share option
scheme design £8500 
4 staff costs
the aggregate payroll costs of employees including directors were
2004 2003
£’000 £’000
wages and salaries 3970 3773
social security costs 395 382
other pension costs 139 103
4504 4258
the average weekly number of persons employed by the group during the year was
2004 2003
production 102 95
operations 57 57
other 32 29
191 181
directors’ remuneration details which form part of these audited financial statements are set out in detail in the sections of the
remuneration report titled “pensions” “directors’ emoluments” and “share options”
1omgarb04qxd  01042005  1028  page 19 notes to the financial statements
for the year ended 31 december 2004 continued
20
omega international group plc annual report and financial statements 2004
5 net interest payable
2004 2003
£’000 £’000
interest payable on bank loans overdrafts and similar borrowings 232 277
interest income on cash deposits 2 —
230 277
6 tax on profit on ordinary activities
a analysis of charge in year
2004 2003
£’000 £’000
current tax
uk corporation tax on profits of the year 188 618
adjustment for prior years 2 —
190 618
deferred tax
deferred tax at 30 note 17 71 183
adjustment for prior years note 17 5 9
76 174
tax on profit on ordinary activities 266 792
b factors affecting tax charge for the year
the taxation assessed for the year is lower than the standard rate of 30 as set out below
2004 2003
£’000 £’000
profit on ordinary activities before taxation 3857 2628
profit on ordinary activities multiplied by the standard rate of corporation tax
in the uk of 30 2003 30 1157 788
expenses not deductible for tax purposes 25 13
capital allowances in excess of depreciation 65 106
short term timing differences 6 1
utilisation of tax losses brought forward — 76
statutory deduction for exercise of share options 900 —
effect of small companies and marginal tax rates 23 — 
adjustment in respect of prior years 2 —
190 618
c factors that may affect future current tax charges
future tax charges are expected to increase as all brought forward losses have been utilised the significant statutory deduction on the exercise
of share options is not expected to recur and the excess of capital allowances over depreciation is expected to fall over the next few years 
7 dividends 
2004 2003
£’000 £’000
equity
proposed final dividend of 15p per share 416 —
nonequity
regular dividends paid 26 122
appropriation of profit in respect of preference shares 15 28
deferred dividend paid 1400 —
1411 94
total dividends 1827 94
1omgarb04qxd  01042005  1028  page 20 21
omega international group plc annual report and financial statements 2004
8 earnings per share
basic earnings per share of 83p 2003 77p is calculated by dividing the earnings attributable to ordinary shareholders by the weighted
average number of ordinary shares in issue during the year
diluted earnings per share reflect the adjustment of the weighted average number of ordinary shares in issue to assume conversion
of all dilutive potential ordinary shares being outstanding share options
the number of shares has been adjusted to calculate earnings per share as though the 10 for 1 share split on 13 april 2004 had been
in effect throughout both 2003 and 2004
weighted average number of shares
2004 2003
for basic earnings per share 26356537 22770000
share options 48510 —
for diluted earnings per share 26405047 22770000
the share options outstanding at 31 december 2003 were not dilutive under the provisions of frs 14 the dilution above at
31 december 2004 does not give rise to a difference between basic and diluted earnings per share
the earnings attributable to ordinary shareholders used in the calculation of basic and diluted earnings per share reflect
2004 2003
£’000 £’000
profit for the period 3591 1836
dividends – nonequity 1411 94
basic earnings 2180 1742
adjusted basic and diluted earnings per share have been calculated so as to exclude certain oneoff items that have arisen during 2004 in
connection with the company’s admission to aim adjusted earnings per share is provided in order that the effect of these oneoff items
can be fully appreciated 
adjusted earnings used in the calculation of basic and diluted earnings per share reconciles to basic earnings as follows
2004 2003
£’000 £’000
basic earnings as above 2180 1742
exceptional tax credit generated by the exercise of directors’ share options
immediately prior to flotation 900 —
deferred preference dividend payable on flotation 1400 —
adjusted earnings 2680 1742
9 intangible fixed assets
intangible fixed assets comprise trademarks and similar rights and assets the movement during the year was
group
£’000
cost
as at 1 january and 31 december 2004 41
amortisation
as at 1 january 2004 12
charge for the year 7
as at 31 december 2004 19
net book value
as at 31 december 2004 22
as at 31 december 2003 29
intangible fixed assets are being amortised over five years
1omgarb04qxd  01042005  1028  page 21 notes to the financial statements
for the year ended 31 december 2004 continued
22
omega international group plc annual report and financial statements 2004
10 tangible fixed assets
group
freehold land office fittings plant and 
and buildings and equipment equipment total
£’000 £’000 £’000 £’000
cost or valuation
as at 1 january 2004 9400 1430 2944 13774
additions — 104 363 467
disposals — — 55 55
as at 31 december 2004 9400 1534 3252 14186
depreciation
as at 1 january 2004 50 724 1103 1877
charge for the year 50 178 283 511
disposals — — 34 34
as at 31 december 2004 100 902 1352 2354
net book value
31 december 2004 9300 632 1900 11832
31 december 2003 9350 706 1841 11897
the freehold property at omega boulevard thorne doncaster was valued by external valuers weatherall green and smith as at
31 december 2002 on the basis of existing use value in accordance with the appraisal and valuation manual of the royal institution
of chartered surveyors on a historical cost basis freehold land and buildings would be carried at £4852197 2003 £4880697 
11 investments
investments represent the company’s holding in the entire issued share capital of omega plc omega plc is registered and operates
in england and has issued share capital of 50000 £1 a ordinary shares and 1750 £1 b ordinary shares the principal activity of omega plc
is the manufacture and marketing of branded consumer products omega plc has a number of wholly owned dormant subsidiaries
as follows
country of principal issued 
incorporation activity share capital
charles rennie mackintosh limited england dormant 1 £1 ordinary share
chippendale kitchens limited england dormant 1 £1 ordinary share
frank lloyd wright limited england dormant 1 £1 ordinary share
george hepplewhite limited england dormant 2 £1 ordinary shares
hepplewhite kitchens limited england dormant 2 £1 ordinary shares
kitchens uk limited england dormant 1 £1 ordinary share
omega kitchens limited england dormant 1 £1 ordinary share
sheraton kitchens limited england dormant 1 £1 ordinary share
thomas chippendale limited england dormant 1 £1 ordinary share
thomas hope limited england dormant 2 £1 ordinary shares
thomas sheraton limited england dormant 2 £1 ordinary shares
the investment in omega plc and its subsidiaries comprises
company
2004 2003
£’000 £’000
cost of shares and loan notes 4352 4352
loan to omega plc 1371 1371
5723 5723
1omgarb04qxd  01042005  1028  page 22 23
omega international group plc annual report and financial statements 2004
12 stocks
group
2004 2003
£’000 £’000
raw materials 1496 1734
work in progress 229 294
finished goods 1400 1358
3125 3386
in the opinion of the directors the replacement cost of stock is not materially different from its book value
13 debtors
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
amounts falling due within one year
trade debtors 3091 2798 — —
amounts due from subsidiary undertaking — — 3231 2594
prepayments and accrued income 272 378 — —
3363 3176 3231 2594
14 creditors amounts falling due within one year
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
bank overdraft and similar borrowings — 1038 — —
bank loans 400 492 — —
other loans — 50 — —
trade creditors 2287 2257 — —
corporation tax payable 188 618 40 —
social security and paye 157 159 — —
vat 632 524 — —
accruals and deferred income 388 502 17 15
ordinary dividends payable 416 — 416 —
4468 5640 473 15
15 creditors amounts falling due after more than one year
group
2004 2003
£’000 £’000
bank loans 1700 3537
deferred income 106 121
1806 3658
deferred income relates to a capital grant received under the invest for growth scheme it is being released to the profit and loss account
over the period in which the related fixed assets are being depreciated
1omgarb04qxd  01042005  1028  page 23 notes to the financial statements
for the year ended 31 december 2004 continued
24
omega international group plc annual report and financial statements 2004
15 creditors amounts falling due after more than one year continued
bank loans are secured by a charge over a subsidiary’s freehold land and buildings and are repayable as follows
2004 2003
£’000 £’000
repayable in equal monthly instalments to 25 june 2006 — 229
repayable in equal quarterly repayments to 14 january 2010 2100 3800
2100 4029
less amount included in creditors amounts falling due within one year 400 492
1700 3537
the maturity of debt outstanding at 31 december 2004 was as follows
2004 2003
£’000 £’000
amounts falling due within one year 400 1579
amounts falling due between one and two years 400 492
amounts falling due between two and five years 1200 1246
amounts falling due between five and ten years 100 1800
2100 5117
the bank loan outstanding at 31 december 2004 bears interest at 11 over base rate
16 financial instruments
the group’s financial instruments comprise cash bank loans and overdrafts and various items such as debtors and creditors that arise
from its operations the group also enters into forward foreign currency contracts the purpose of which is to manage the currency risks
arising from the group’s operations
the main financial risks arising from the group’s financial instruments are interest rate risk liquidity risk and foreign currency risk
the directors review and agree policies for managing each of these risks it is the group’s policy that no trading in financial instruments
should be undertaken the year end positions reflect this policy and there have been no changes in the policy since 31 december 2004
 liquidity risk through cash flow forecasting daily monitoring and monthly review the group monitors working capital
and capital expenditure requirements liquidity risk is further managed by the agreement of term loans and working capital facilities
details of which are given below
 interest rate risk the group finances its operations through a combination of bank loans and bank overdrafts the group
currently borrows at floating rates of interest to manage the group’s exposure to interest rate fluctuations
 foreign currency risk approximately a third of the group’s purchases of raw materials are from continental europe
these purchases are mostly priced and invoiced in euros the group’s policy is to reduce currency exposures on purchases
if appropriate through the use of forward currency contracts
the group has taken advantage of the exemption under frs 13 to exclude short term trade debtors and trade creditors from the following
disclosures all of which relate to the group with the exception of the currency risk exposure analysis
interest rate risk of financial assets
the group has no financial assets other than short term debtors and cash on hand cash on hand is held in bank accounts at floating
rates of interest
1omgarb04qxd  01042005  1028  page 24 25
omega international group plc annual report and financial statements 2004
16 financial instruments continued
interest rate risk of financial liabilities
the interest rate risk profile of the group’s financial liabilities was
floating rate fixed rate
financial financial 
liabilities liabilities total
£’000 £’000 £’000
at 31 december 2004
bank loans 2100 — 2100
at 31 december 2003
bank loans and other borrowings 5117 — 5117
preference shares — 700 700
total 5117 700 5817
fixed rate financial liabilities relate exclusively to the £1 cumulative redeemable preference shares all of which were redeemed during 2004
all the group’s creditors falling due within one year other than bank and other borrowings are excluded from the above tables either
due to the exclusion of short term items or because they do not meet the definition of a financial liability due to the exclusion of certain
euro denominated trade creditors all of the above financial liabilities are denominated in sterling
details of interest and maturity profiles attaching to bank borrowings are given in note 15
borrowing facilities
the group’s various undrawn committed borrowing facilities in respect of which all conditions precedent had been met were as follows
2004 2003
£’000 £’000
working capital facility
expiring within one year 1500 500
invoice discounting facility
expiring within one year — 962
currency risk
the table below shows the financial liabilities of the group that are denominated in euros and may therefore give rise to exchange gains
and losses in the profit and loss account
2004 2003
£’000 £’000
currency of group operation
sterling 543 408
1omgarb04qxd  01042005  1028  page 25 notes to the financial statements
for the year ended 31 december 2004 continued
26
omega international group plc annual report and financial statements 2004
16 financial instruments continued
fair value of financial liabilities
the following table reflects the carrying amount and the fair value of the group’s financial liabilities
2004 2003
book value fair value book value fair value
£’000 £’000 £’000 £’000
primary financial instruments issued 
to finance the group’s operations
short term borrowings 400 400 1580 1580
long term borrowings 1700 1700 3537 3537
preference shares —— 700 2089
derivative financial instruments held 
to hedge the currency exposure 
on expected future purchases
forward foreign currency contracts —1 —11
except for the preference shares the book value of all financial liabilities approximates to fair value for the preference shares the fair
value at 31 december 2003 was significantly higher than book value due to the likelihood of repayment of the deferred dividend
given the proposed admission to the alternative investment market in the case of short term and long term borrowings the fair value
approximates to the carrying value reported in the balance sheet as they are all held at floating rates of interest the fair value of forward
foreign currency contracts is based on the relevant market price of comparable instruments at the balance sheet date
hedges
as explained above the group’s policy is to reduce currency exposures on purchases if appropriate through the use of forward currency
contracts under the group’s accounting policy foreign currency liabilities that are hedged by forward currency contracts are translated
at the contracted rates consequently the carrying value of the relevant liability effectively includes the gain or loss on hedging
instrument such gains and losses are treated as deferred for the purpose of the table below
unrecognised deferred 
total net total net 
gains losses gains gains losses gains
£’000 £’000 £’000 £’000 £’000 £’000
gains and losses on hedges at
31 december 2004 — — — 1 — 1
31 december 2003 2 — 2 9 — 9
at both balance sheet dates unrecognised and deferred gains on forward currency contracts are recognised in full in the profit and loss
account in the year following
17 provision for liabilities and charges
this represents deferred taxation
the movement during the year was
group
2004 2003
£’000 £’000
as at 1 january 459 285
charge for the year 71 183
adjustment for prior years 5 9
as at 31 december 535 459
1omgarb04qxd  01042005  1028  page 26 27
omega international group plc annual report and financial statements 2004
17 provision for liabilities and charges continued
this represents
2004 2003
£’000 £’000
accelerated capital allowances compared with depreciation in the accounts 570 463
short term timing differences 35 4
535 459
no deferred tax liability has been recorded for the revalued element of land and buildings as the group has no plans to dispose of those
assets in the foreseeable future the total amount unprovided is £1115000 2003 £1130000 the company has no unprovided
deferred tax
18 calledup share capital
authorised share capital
£’000
2004
68092120 ordinary shares of 10p each 6809
2003
3129637 ordinary shares of £1 each 3130
3446000 cumulative redeemable preference shares of £1 each 3446
3446000 deferred shares of 1p each 34
6610
allotted called up and fully paid share capital
2004
27761150 ordinary shares of 10p each 2776
2003
2277000 ordinary shares of £1 each 2277
700000 cumulative redeemable preference shares of £1 each 700
2977
the following changes in share capital occurred during 2004
a 350000 cumulative redeemable preference shares of £1 each were redeemed at par on 28 february 2004 and the remaining 350000
such shares were then redeemed at par on 13 april 2004
b 300000 ordinary shares of £1 each were allotted for cash at £1 per share under share options exercised by the executive directors
c on 6 april 2004 the share capital of the company was reorganised as follows by or pursuant to a resolution passed by the shareholders
of the company
i all of the issued and unissued ordinary shares of £1 each were subdivided into ordinary shares of 10p each
ii the 3446000 unissued deferred shares of 1p each were converted and consolidated into 344600 ordinary shares of 10p each
and the unissued cumulative redeemable preference shares of £1 each existing after the redemptions referred to above were
converted into ordinary shares of 10p each
iii the authorised share capital of the company was increased to £6809212 by the creation of an additional 1991150 ordinary
shares of 10p each
d on 13 april 2004 1991150 new ordinary shares of 10p each were issued for cash at a price of £113 raising £225 million before
accounting for the expenses of the issue
on 28 june 2004 the company issued options to subscribe for ordinary shares at a price of £113 to the executive directors and ten
senior managers in total options over 505318 shares were granted with an exercise period subject to achievement of the related
performance targets between 29 june 2007 and 28 june 2014
1omgarb04qxd  01042005  1028  page 27 notes to the financial statements
for the year ended 31 december 2004 continued
28
omega international group plc annual report and financial statements 2004
19 share premium account
group and company
2004
£’000
as at 1 january 2004 —
premium on shares issued during the year 2051
cost of share issue 488
as at 31 december 2004 1563
20 other reserves
the movements on reserves during the year were as follows
capital revaluation profit and loss 
redemption reserve reserve account
group £’000 £’000 £’000
as at 1 january 2004 2746 4462 1454
retained profit for the year — — 1764
transfer — 22 22
preference share redemptions 350 — 350
share option expense — — 3
as at 31 december 2004 3096 4440 15
capital profit and loss 
redemption reserve account
company £’000 £’000
as at 1 january 2004 2746 2579
retained loss for the year — 1186
preference share redemptions 350 350
share option expense — 3
as at 31 december 2004 3096 1046
these accounts do not include a separate profit and loss account for the company as permitted by section 230 of the companies act 1985
the company profit for the year was £640964 2003 £3300000
21 shareholders’ funds
the movement on shareholders’ funds comprises
group company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
profit for the year 3591 1836 641 3300
preference dividends 1411 94 1411 94
preference share redemptions 700 1300 700 1300
ordinary dividends 416 — 416 —
share option expense 3 — 3 —
issue of ordinary shares 2550 — 2550 —
cost of share issue 488 — 488 —
net addition to shareholders’ funds 3129 442 179 1906
as at 1 january 8731 8289 8302 6396
as at 31 december 11860 8731 8481 8302
nonequity interests in the prior year comprised the £1 cummulative preference shares together with the deferred dividend payable in
respect of those shares
1omgarb04qxd  01042005  1028  page 28 29
omega international group plc annual report and financial statements 2004
22 reconciliation of operating profit to net cash inflow from operating activities
2004 2003
£’000 £’000
operating profit 4087 2905
depreciation and amortisation 518 444
profitloss on disposal of fixed assets 14 1
share option expense 3 —
grant released from deferred income 39 35
increasedecrease in stocks 261 1045
increase in debtors 210 431
increasedecrease in creditors 244 21
net cash inflow from operating activities 4878 1816
23 analysis of net debt
at 1 january at 31 december 
2004 cash flow 2004
£’000 £’000 £’000
cash — 327 327
bank overdrafts and similar borrowings 1038 1038 —
1365
debt due in more than one year 3537 1837 1700
debt due in less than one year 542 142 400
5117 3344 1773
24 financial commitments and guarantees
a capital commitments
there were no authorised capital commitments at 31 december 2004 2003 £nil
b pensions
during the period the group made contributions to group pension policies totalling £80445 2003 £73290 and charged £58613
2003 £29565 in respect of contributions payable to directors’ self invested pension schemes
c financial commitments
at 31 december 2004 there were annual commitments under noncancellable operating leases for motor vehicles expiring as follows
2004 2003
£’000 £’000
within one year 45 10
within two to five years 49 108
94 118
1omgarb04qxd  01042005  1028  page 29 five year record
financial calendar
30
omega international group plc annual report and financial statements 2004
2000 2001 2002 2003 2004
£’000 £’000 £’000 £’000 £’000
turnover 10944 12385 15224 17845 21326
cost of sales 7008 7459 8667 9922 11232
gross profit 3936 4926 6557 7923 10094
other operating expenses 3545 3752 4365 5018 6007
operating profit 391 1174 2192 2905 4087
interest payable 259 242 189 277 230
profit on ordinary activities before tax 132 932 2003 2628 3857
tax on profit on ordinary activities — 325 610 792 266
profit for the financial year 132 1257 1393 1836 3591
annual general meeting 8 june 2005
payment of final dividend for 2004 8 july 2005
announcement of half year results for 2005 15 september 2005
announcement of 2005 results late march 2006
1omgarb04qxd  01042005  1028  page 30 notice of annual general meeting
31
omega international group plc annual report and financial statements 2004
notice is hereby given that the annual general meeting of omega international group plc the “company” will be held at the offices
of the company omega boulevard capitol park thorne doncaster south yorkshire dn8 5tx on wednesday 8 june 2005 at 1130 am
for the following purposes
ordinary business
1 to receive the accounts and the reports of the directors and the auditors and the remuneration report for the financial year ended
31 december 2004
2 to declare a final dividend for the financial year ended 31 december 2004 of 15p per share 
3 to reappoint francis anthony galvin as a director
4 to reappoint martin paul levitt as a director
5 to reappoint newton stanley winfield as a director
6 to reappoint robert sydney murray as a director
7 to reappoint pricewaterhousecoopers llp as auditors of the company from the conclusion of this meeting until the conclusion of the
next general meeting at which accounts are laid before the shareholders and to authorise the directors to fix the auditors’ remuneration
special business 
to consider and if thought fit pass the following resolutions of which resolution 8 will be proposed as an ordinary resolution and
resolution 9 will be proposed as a special resolution
8 ordinary resolution
that the directors be and they are hereby generally and unconditionally authorised to exercise all powers of the company to allot
relevant securities within the meaning of section 80 of the companies act 1985 up to an aggregate nominal amount of £925371
representing 33 of the company’s issued share capital for the period expiring at the conclusion of the next annual general meeting
of the company after the passing of this resolution unless previously renewed varied or revoked by the company in general meeting
but the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted
after such expiry and the directors may allot relevant securities in pursuance of that offer or agreement as if the authority conferred by
this resolution had not expired
1omgarb04qxd  01042005  1028  page 31 notice of annual general meeting continued
32
omega international group plc annual report and financial statements 2004
9 special resolution
that subject to the passing of resolution 8 the directors be and they are hereby generally empowered pursuant to section 95 of the
companies act 1985 the “act” to allot equity securities within the meaning of section 942 to section 94 3a of the act for cash
pursuant to the authority conferred by resolution 8 as if section 891 of the act did not apply to the allotment this power is limited to
a the allotment of equity securities where such securities have been offered whether by way of a rights issue open offer or
otherwise to holders of ordinary shares in the capital of the company made in proportion as nearly as may be to their existing
holdings of ordinary shares but subject in either case to the directors having a right to make such exclusions or other arrangements
in connection with the offering as they deem necessary or expedient
i to deal with equity securities representing fractional entitlements and
ii to deal with legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock
exchange and
b the allotment of equity securities for cash otherwise than pursuant to paragraph a up to an aggregate nominal amount of
£138805 which represents 5 of the company’s issued share capital
and will expire on at the conclusion of the next annual general meeting of the company after the passing of this resolution but the
company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after
such expiry and the directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this
resolution had not expired 
by order of the board 
martin levitt
secretary
23 march 2005
notes
1 a member entitled to attend and vote at the meeting is also entitled to appoint a proxy or proxies to attend and on a poll vote
instead of him a proxy need not be a member of the company appointment of a proxy will not preclude a member from attending
and voting in person at the meeting 
2 to be effective the instrument appointing a proxy and any power of attorney or other authority under which it is executed or a notarially
certified copy of such authority must be deposited at the registrars’ office not less than 48 hours before the time for holding the meeting
a form of proxy is enclosed with this notice
3 in the case of joint holders of a share the vote of the senior who tenders a vote whether in person or by proxy shall be accepted
to the exclusion of the votes of the other joint holders for this purpose seniority is determined by the order in which the names
of the holders stand in the register of members in respect of the joint holding 
4 pursuant to regulation 41 of the uncertificated securities regulations 2001 the time by which a person must be entered on the register
of members in order to have the right to attend and vote at the annual general meeting is 48 hours prior to the time fixed for the meeting
or if the meeting is adjourned such time being not more than 48 hours prior to the time fixed for the adjourned meeting changes to
entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the meeting
5 resolution 8 gives the directors the authority to allot shares and resolution 9 allows limited allotments on a nonpreemptive basis
the directors have no present intention of using such authority but consider it advisable to have the authority in case appropriate
circumstances arise
registered office
omega boulevard
capitol park
thorne
doncaster dn8 5tx
1omgarb04qxd  01042005  1028  page 32 corporate information
company secretary
m p levitt fca
registered office
omega boulevard
capitol park
thorne
doncaster
dn8 5tx
telephone 01405 743333
registered number
3053670
broker and
nominated advisor
evolution securities ltd
100 wood street
london
ec2v 7an
independent auditors
pricewaterhousecoopers llp
benson house
33 wellington street
leeds
ls1 4jp
principal solicitors
pinsent masons
1 park row
leeds
ls1 5ab
gordons
riverside west
whitehall road
leeds
ls1 4aw
principal bankers
lloyds tsb bank plc
6 park row
leeds
ls1 1nx
registrar and
transfer office
computershare investor
services plc
po box 82
the pavilions
bridgwater road
bristol
bs99 7nh
internet address
wwwomegaplccouk
board of directors
r s murray cbe fcca 
f a galvin 
m p levitt fca 
n s winfield 
p m leith obe 
k mcdonald obe 
t he d esign p ortfolio
a member of the flathill communications group plc
wwwflathillplccom
designed  produced by
nonexecutive chairman
chief executive officer
finance director
operations director
nonexecutive director
nonexecutive director
corporate summary
omega international group plc designs manufactures and markets
high quality branded fitted kitchen furniture which is sold through
independent kitchen specialist outlets throughout the uk
the group successfully joined aim in april 2004 to provide greater
flexibility for future growth
contents
ifc corporate summary
1 highlights
2 chairman’s statement
3 chief executive’s statement
4 financial review
5 board of directors
6 directors’ report 
8 corporate governance
10 remuneration report
13 independent auditors’ report
14 consolidated profit and loss account
15 balance sheets
16 consolidated cash flow statement
17 accounting policies
19 notes to the financial statements
30 five year record
financial calendar
31 notice of annual general meeting
ibc corporate information
coverqxd  01042005  1046  page 2 coverqxd  01042005  1046  page 1


Summary:
 chief executive’s statement
3
omega international group plc annual report and financial statements 2004
operational highlights
 twenty new kitchens launched in 2004
 further investment in new outlets and displays
 manufacturing productivity improved by 18
 96 of all kitchens shipped complete and on time
omega’s three brands sheraton omega
kitchens and chippendale kitchens are
distributed and sold through a national
network of specialist kitchen outlets the
majority of which are independent retailers
omega had a very good year with progress
being made in all areas of the business
the group continued with its investment
in expanding and strengthening its display
base on all three brands by taking on new
displaying dealers as well as adding displays
of new kitchen ranges within existing outlets
during 2004 omega also increased its
focus on sales activity in the south where
historically its distribution has not been as
concentrated this ongoing initiative is
expected to gain momentum throughout
2005 and make an increased contribution
to the business
new product development continues to
be a key area for the group twenty new
kitchens were launched during 2004 across
all three brands helping to improve yields
per outlet as well as refreshing the mix
of kitchens on display nationally
omega continues to work closely with its
displaying outlets utilising its national sales
force to motivate dealers and their staff
as well as constructing tailored marketing
packages including showroom layouts
staff training cad planning and quotations
product promotions and support materials
our modest market share should allow us
to continue with our growth plans even if
market conditions ease
the operational side of the business also
made significant progress production
volumes increased by around 20 in line
with sales growth and manufacturing
volumes per operative improved by over
18 in the year
service levels remained consistently high
averaging 96 of all kitchens being
despatched complete and on time to our
dealers or their customers’ home addresses
the group continues with its successful
formula into 2005 targeting additional new
display outlets and further strengthening the
existing display network four new kitchens
have been launched into sheraton this
month and a new product development
programme for omega kitchens and
chippendale kitchens is now underway
with launches planned for september 2005
francis galvin
chief executive
23 march 2005
123
4
1 craftsman chestnut
2 ferrara natural oak
3 mattonella gloss stone
4 vintage knotty oak
the four new
sheraton
kitchens
0omgarf04qxd  01042005  1025  page 3