genesi s
in good health
omega diagnostics group plc
annual report and accounts 2010
wwwomegadiagnosticscom
omega diagnostics ltd
formed in 1987 odl specialises  
in infectious diseases particularly  
syphilis tb and dengue fever
wwwomegadiagnosticscom
cambridge nutritional sciences ltd 
formed in 2001 cns provides clinical  
analysis to the general public clinics and  
health professionals as well as supplying  
the consumer food detective™ test
wwwcambridgenutritionalcom
genesis diagnostics ltd
formed in 1994 genesis is one of the  
uk’s leading manufacturers of high quality  
elisa based diagnostic kits the company 
specialises in the research development  
and production of kits to aid the diagnosis  
of autoimmune and infectious diseases and  
for the detection of immune reactions to food
wwwelisacouk 
omega diagnostics group plc
omega house
hillfoots business village
alva fk12 5dq
scotland
united kingdom
tel 44 01259 763030 
fax 44 01259 761853
email odlomegadiagnosticscouk
omega diagnostics group plc annual report and accounts 2010 overview 
1 the highlights of 2010
2 our markets
9 our strategy
10 chairman’s statement
 
business review 
12 chief executive’s review
16 financial review
18 board of directors
 
governance 
20 directors’ report
22 directors’ remuneration report
24 corporate governance report
26 statement of directors’ responsibilities
 
audit report 
27 independent auditor’s report to the members 
 of omega diagnostics group plc
 
financial statements 
28 consolidated statement of comprehensive income
29 consolidated balance sheet
30  consolidated statement of changes in equity
31 consolidated cash flow statement
32 company balance sheet
33 company statement of changes in equity 
34 company cash flow statement
35 notes to the financial statements
61 notice of annual general meeting
63 explanatory note to the companies act 2006
ibc advisers
omega diagnostics 
group plc is an aim
quoted public company 
on the london stock 
exchange omega 
sells a wide range of 
products primarily  
in the immunoassay  
invitro diagnostics 
ivd market through  
a strong distribution 
network in over 100 
countries
our business
omega is one of the uk’s leading companies in the fast growing 
area of food intolerance testing and also specialises in tests for 
autoimmune diseases including anaemia connective tissue disease 
and renal disease and infectious diseases including syphilis tb 
dengue fever chagas disease and malaria omega has a strong 
distribution network exporting to over 100 countries 
food intolerance p2
food intolerance is an adverse reaction to some sort of food or 
ingredient that occurs every time the food is eaten but particularly  
if larger quantities are consumed common offenders include milk 
products wheat and other grains that contain gluten
autoimmune disease p4
autoimmune diseases arise from an overactive immune response  
of the body against substances and tissues normally present in  
the body – ie the body attacks its own cells 
infectious disease p6
infectious diseases are clinically evident diseases that result  
from the presence of infectious agents such as microbial agents 
including viruses bacteria fungi protozoa multicellular parasites 
and aberrant proteins known as prions 
advisers
nominated adviser and broker
cenkos securities plc
678 tokenhouse yard
london ec2r 7as
auditors
ernst  young llp
ten george street
edinburgh eh2 2dz
solicitors
brodies llp
15 atholl crescent
edinburgh eh3 8ha
share registrar
share registrars limited
suite e
first floor 9 lion and lamb yard
farnham
surrey gu9 7ll
pr
walbrook pr ltd
4 lombard street
london ec3v 9hd
country of incorporation 
omega diagnostics group plc
england  wales
registered no 5017761 1
overview annual report and accounts 2010
wwwomegadiagnosticscom
the highlights of 2010
£5438k
 14
reported revenue up 14
gross profits up 8
adjusted pbt up 9
macroarray based food detective™ kit sales up over 150
  adjusted pbt is derived by taking headline profit before tax of £210k 2009 £267k and adding back ifrsrelated net discount charges 
of £92k 2009 £16k amortisation of intangible assets of £109k 2009 £99k sharebased payment charges of £178k 2009 £78k and 
exceptional cost of nil 2009 £80k
sales  
1 4 
gross profit 
8
gross profit margin 
58
adjusted pbt
9
total revenue
10 £6199k
09
08 £3492k
10 £3616k
09 £3344k
08 £1898k
10 583
09 615
08 544
£589k
£540k
£82k
10
09
08 overview annual report and accounts 2010
wwwomegadiagnosticscom 2
our markets
sales
food intolerance
10 £2965000
09 £2263000
08 £964000
food 
intolerance
what is food intolerance
food intolerance is an adverse reaction to some sort of food or ingredient that  
occurs every time the food is eaten but particularly if larger quantities are consumed  
common offenders include milk products wheat and other grains that contain gluten
 
product information 
tests patients for reactions to different foods 
total sales
£296m
31 march 2010
total sales  increase
£226m
31 march 2009
31
food intolerance
infectious disease
autoimmune disease
other
 group sales
31 march 2010
29
13
10
48 3
overview annual report and accounts 2010
wwwomegadiagnosticscom
our products across the globe
global reach
31 growth
• spain • uk • australia  
• italy • france
 allergy uk
“ it is estimated that  
up to 45 of the uk 
population has a food 
intolerance” overview annual report and accounts 2010
wwwomegadiagnosticscom 4
our markets
sales
autoimmune disease
10 £656000
09 £627000
08 £303000
autoimmune 
disease
what are autoimmune diseases
autoimmune diseases arise from an overactive immune response of the body against 
substances and tissues normally present in the body – ie the body attacks its own cells 
 
product information
anaemia celiac disease crohn’s disease connective tissue diseases liver disease 
microarterial diseases thrombotic disease thyroid disease vasculitis renal disease
total sales
£066m
31 march 2010
£063m
31 march 2009
total sales  increase
5
autoimmune disease
food intolerance
infectious disease
other
 group sales
31 march 2010
48
29
13
10 5
overview annual report and accounts 2010
wwwomegadiagnosticscom
our products across the globe
global reach
• iran • italy • uk 
• india • australia
5 growth overview annual report and accounts 2010
wwwomegadiagnosticscom 6
our markets
sales
infectious diseases
10 £1786000
09 £1832000
08 £1590000
infectious 
disease
what are infectious diseases
infectious diseases are clinically evident diseases that result from the presence of infectious 
agents such as microbial agents including viruses bacteria fungi protozoa multicellular 
parasites and aberrant proteins known as prions 
 
product information 
brucellosis chagas disease chlamydia dengue virus hepatitis b herpes rotavirus 
staphylococcus streptococcal disease syphilis tuberculosis and typhoid gastritis and  
tests for pseudomonas aeruginosa bacteria significant in hospital acquired infections
total sales
£179m
31 march 2010
£183m
31 march 2009
total sales  decrease
2
infectious disease
food intolerance
autoimmune disease
other
 group sales
31 march 2010
29
13
10
48 7
overview annual report and accounts 2010
wwwomegadiagnosticscom
our products across the globe
global reach
• india • uk • brazil 
• australia • iran
2 growth overview annual report and accounts 2010
wwwomegadiagnosticscom 8
our markets
cambridge nutritional sciences cns genesis
distribution network for food detective
8
countries by 
2008
25
countries by
2008
23
countries by
2009
34
countries by
2009
42
countries by
2010
39
countries by
2010
42
cns have now sold into 42 countries
39
genesis have now sold into 39 countries 9
our strategy
overview annual report and accounts 2010
wwwomegadiagnosticscom
48
food intolerance 
10
autoimmune 
disease 
29
infectious disease 
13
other 
 group product breakdown
our strategy for growth
strategy
our global distribution network and increasing routes to market 
have been crucial to our success this year we now have a 
significant presence in the food intolerance testing market  
but opportunities still exist for more expansion in this area and 
other highgrowth niche markets such as ige allergy testing

strategy
organic growth

acquisitions
food intolerance
infectious disease
autoimmune disease
other
48
29
13 10
 group sales
31 march 2010 overview annual report and accounts 2010
wwwomegadiagnosticscom 10
chairman’s statement
dear shareholder
i am pleased to report the progress 
we have made throughout the group 
both in delivering organic growth from 
existing products and the completion 
of a small acquisition in the year
strategy
the group has achieved another year of solid progress where  
the inhouse strength of being able to build successful distribution 
relationships has led to further growth for key products food 
detective™ has performed particularly strongly where its market 
positioning focussed on the professional nutritionist market in  
the uk and abroad has enabled growth into over 40 countries  
the genarrayt™ microarray assay system continues to offer 
laboratories superior performance over conventional microplate 
formats and is now being used in all five continental regions we 
report on these two products were key in delivering growth 
following the acquisition of genesiscns and it is pleasing to  
report their ongoing success future growth will also be dependent 
on our ability to use the microarray platform for tests other than for 
food intolerance and our ability to identify and execute on other 
opportunities will be key to this
we also successfully achieved the opportunistic acquisition of  
cotek south west ltd in september last year which prior to  
its acquisition was already a supplier to the group through an 
intermediary company bringing cotek into the fold has put  
us in a position of being able to supply part of the range of  
infectious disease products on a more competitive basis
we are grateful for the support from existing and new shareholders in 
supporting the £1m fundraising for this transaction and we continue 
to review suitable acquisition opportunities in recognition of a need  
to transform ourselves if we are truly to deliver shareholder and 
stakeholder value and benefits
financial
turnover for the group increased to £62 million 2009 £54 million  
up 14 over last year we are pleased with the achievement of this 
result against an economic backdrop that has been challenging for 
many and we will continue to ensure a wide geographic coverage  
for our products to mitigate this risk as far as possible
the group achieved an ebitda of £698k 2009 £915k before 
exceptional items and sharebased payment charges the relative 
strength of sterling against the us dollar compared to the previous year 
led to a turnaround in foreign exchange differences on trading activities 
of £122k with a loss this year of £28k 2009 £94k gain the remaining 
difference of £95k arises on the increase in gross profit of £272k being 
offset by increased investment in operational costs of £367k driven 
largely by an increase in sales and marketing costs to support the 
increased sales growth i have referred to above
we consistently report on adjusted profit before tax so shareholders 
can easily gauge our performance as compared to external market 
forecasts the group achieved an increase in adjusted profit before tax 
to £589k 2009 £540k this figure is arrived at by taking headline profit 
before tax of £210k and adding back analystadjusted items including 
ifrsrelated net discount charges of £92k amortisation of intangible 
assets of £109k and sharebased payment charges of £178k
“ turnover has continued its growth 
of recent years climbing to £62 
million representing an increase  
of 14 over last year”
david evans
nonexecutive chairman 11
overview annual report and accounts 2010
wwwomegadiagnosticscom
net finance costs have reduced significantly to £97k 2009 £306k  
for two reasons firstly the benign environment for interest rates  
has seen the uk base rate at 050 throughout the year which  
has led to a reduction in net interest on borrowings and secondly  
the strengthening of sterling against the us dollar has the opposite 
effect leading to translation gains on us dollar borrowings 
profit after tax amounted to £187k 2009 £221k which resulted in 
earnings per share of 10p versus earnings per share of 14p in the 
previous year 
balance sheet
the group has intangible assets of £52 million 2009 £49 million  
at the yearend comprised of goodwill of £33 million and intangible 
assets of £18 million separately identified in line with current ifrs 
the group performs annual impairment reviews under current 
accounting standards and is comfortable with the carrying value  
of its intangible assets given the growth and results for the year  
just ended
net debt total borrowings less cash reduced to £126 million from 
£164 million as the group continues to generate cash in excess of 
servicing its borrowings
research and development
it is our aim to widen the use of our microarray platform into areas 
capable of delivering increased value to mirror successes seen  
with the food intolerance assays which will require an increase  
in production capacity last year we embarked upon a project  
to upgrade the method to manufacture array slides this project  
had certain technical issues and whilst progress was made  
the equipment supplier was unable to resolve all the issues to our 
satisfaction and we took the difficult decision to terminate the project 
for our existing food intolerance assays we have since sourced
increased capacity for the triedandtested method and are 
comfortable with the capacity now available for production needs 
future development needs can to a large extent be met from existing 
capacity however we believe that by working in conjunction with the 
supplier we can resolve the technical issues so that noncontact 
printing can be commissioned for future intended applications
board and employees
as announced during the year geoff gower joined the board on 
22 december 2009 geoff joined the group in may 2009 as the 
managing director of genesis and cns and his experience in 
operations and general management of diagnostics companies 
will no doubt be of benefit for our future aims
i know the results achieved for the year don’t happen automatically 
and i would like to thank all employees for their hard work where  
in the second half in particular much effort was made in delivering 
results in line with expectations
outlook
trading in the first three months of the year is in line with current 
management expectation
we continue to review acquisition opportunities to transform the group 
and whilst there can be no guarantee of completing any transaction  
i hope to be able to update you with progress on this element of our 
strategy during this financial year 
david evans ca
nonexecutive chairman
15 july 2010 12
business review annual report and accounts 2010
wwwomegadiagnosticscom
chief executive’s review
strategy update
our global distribution network and increasing routes to market have  
been crucial to our success this year despite some issues with the 
microarray production technology we now have a significant presence  
in the food intolerance testing market but opportunities still exist for more 
expansion in this area while we continue to see good organic growth 
with both the genarrayt™ microarray and food detective™ macroarray 
technologies organic growth alone is not sufficient to see the change  
that we all wish to see
acquisitive growth to ensure transformational change is key for the 
year ahead and we believe that good value propositions exist that  
can deliver growth 13
business review annual report and accounts 2010
wwwomegadiagnosticscom
i am pleased to report that the group has seen an increase in revenue 
for the year to £620 million some 14 ahead of last year’s figures 
2009 £544 million revenue increased in two of the three key areas  
of product application with the exception of infectious disease tests
infectious disease tests
sales of infectious disease tests decreased to £179 million 2009 
£183 million for the year representing a decline of 20 which was 
due to lost tender business in a key market in the middle east the 
small acquisition of cotek south west ltd in late september 2009 
gave the group a secure supply of lowcost bacterial diagnostic 
tests prior to the acquisition they had been exclusively supplying one 
of our competitors who in turn had been supplying us they in turn 
had been acquired by another competitor in a consolidation deal  
so threatening our supply our ability to capture and control the 
supply chain with decreased costs has provided us with more 
competitive pricing for our international markets we therefore  
expect better results in the year ahead as we access larger volume 
business with international tenders which traditionally have longer 
lead times we have also seized the opportunity to conclude a 
longterm supply agreement with the former supplier which  
secures sales going forward
food intolerance
food intolerance testing has seen a growth of 31 in the year 
resulting in sales of £296 million 2009 £226 million
for the genarrayt™ laboratory system and ongoing reagent sales 
we have seen growth in sales to £104 million 2009 £072 million 
this growth has been achieved by the installation of 15 new systems 
into a further eight territories as well as increasing the number of 
installed systems in countries already active with genarrayt™  
this now brings the total number of installed systems up to 57  
since launch sales of genarrayt™ food intolerance systems  
reached £212k 2009 £146k with sales of reagent kits reaching 
£828k 2009 £574k 
as with the genarrayt™ system the food detective™ test for food 
intolerance has seen sales rise to £790k 2009 £314k with sales  
into many new countries around the world the number of countries 
where we have now sold product has increased to 46 2009 18 
resulting in an increase in volumes of approximately 150 to 
34241 kits 2009 13392 additional distributors from other 
countries are in discussion and product registration has recently 
been achieved in brazil one of the group’s largest single markets 
and a key strategic market going forward registration in china  
is proceeding but the timescale for completion is somewhat 
indeterminate given the complex regulatory environment existing  
in that country 
the uk market has also seen a doubling in sales to £216k  
2009 £104k following a promotional campaign and by opening up 
sales to professional resellers in addition the testing services for 
food intolerance and other related tests have shown an increase in 
business to £371k 2009 £314k and further development of this  
side of the business is anticipated
“ we have continued to increase 
sales of key products particularly 
in food intolerance testing through 
further expansion of our global 
distribution network and we are 
going to build upon this success  
by the introduction of new 
products in highvalue markets”
andrew shepherd
chief executive 14
business review annual report and accounts 2010
wwwomegadiagnosticscom
chief executive’s review
continued
autoimmune tests
sales of autoimmune tests increased by 5 to £660k 2009 £630k 
with growth restrained by the fact that the tests are manual assays 
without a dedicated equipment platform in a market that is 
increasingly becoming controlled by ‘closed systems’ ie tests that 
can only be used on dedicated equipment we do not see this area 
as a source for major growth in the future although some work has 
been done on adapting several of the tests to be able to work on 
other companies ‘open systems’ ie equipment that will allow the  
use of any manufacturer’s test kits
while the application of the genarrayt™ microarray technology to 
autoimmune disease testing had been considered better prospects 
for the application of this technology have emerged see research 
and development
distribution network
the group’s strength in distribution has seen it record growth in all 
geographic regions into which it sells apart from south and central 
america all other regions showed doubledigit growth in percentage 
terms growth which we expect to continue as we see a further roll 
out of genarrayt™ systems and increased sales traction of food 
detective™ with existing distributors
one area of business under development is the partnership with 
regional affiliated laboratories who offer food intolerance tests under 
the cns name using the genarrayt™ assay system and foodprint™ 
results trademark this allows local provision of food intolerance  
tests in countries where until recently customers had to send their 
samples either to europe or the us at great expense and with a long 
time delay this aspect of market expansion is starting to take hold  
in the middle east and we plan to extend this side of the business  
to other geographical areas throughout the year
research and development
in early 2009 we invested in a high throughput noncontact 
microarray printer to handle the expected increase in genarrayt™ 
business unfortunately several technical issues prevented the 
equipment coming into routine production and the supplier was 
unable to resolve them to our satisfaction in december 2009 we 
made the decision to retain the previous contact printing method 
whilst trying to resolve the outstanding technical issues with the  
new equipment although slightly less efficient than the noncontact 
printer this meant we could continue production and supply of 
genarrayt™ kits by the end of march 2010 it was clear that the 
issues could not be resolved to our satisfaction and the decision  
was taken to remain with the established method for producing food 
intolerance arrays in order to increase capacity of the array slides  
we have invested in additional contact printers which have also 
improved our yield we are confident that future anticipated growth  
of genarrayt™ products will be unaffected by the decision to stay 
with the contact printing method for the immediate future and 
manufacturing capacity is now secured for next year
during the year most of the rd resource was allocated to production 
and product support duties so the ability to develop new products was 
reduced however with resolution to production capacity issues we 
expect to be able to spend more time developing additional products 
on the genarrayt™ microarray platform we aim to deliver new variants 
of the igg genarrayt™ food intolerance assay to be able to compete 
better with our competitors and these will also include food additives 
which until now have not been included on the array several projects 
for new product development have been initiated which we expect to 
positively impact in the new financial year 15
business review annual report and accounts 2010
wwwomegadiagnosticscom
the ige allergy testing market has been identified as a highvalue 
niche market for application of the genarrayt™ microarray 
technology this will require the development of a ‘closed system’ 
which fully automates the test procedure and opportunities for 
collaboration with instrumentation companies are being explored 
adaptation of existing testing platforms for the arrays will mean 
reduced time to market less development risk and cost work  
was completed on a chinese variant of the food detective™ 
macroarray test and an indian variant is planned for the near  
future which we expect to launch following the completion of  
product registration formalities
outlook
the outlook for the new financial year is encouraging and we 
continue to review promising opportunities both organic and 
acquisitive the market for the group’s products continues to  
expand despite local difficulties in some eurozone countries  
the major growth in the world ivd market in particular in  
countries such as india china and brazil should compensate  
for any reduction in sales in problematic markets which is one  
of the key strengths of the group’s global distribution network 
andrew shepherd
chief executive
15 july 2010
“ we aim to deliver new variants  
of the igg genarrayt™ food 
intolerance assay to be able  
to compete better with our 
competitors and these will also 
include food additives which  
until now had not been included  
on the array”
omega still believes that viable 
acquisition opportunities exist 
and we are still pursuing this 
strategy in order to build  
critical mass and increase 
shareholder value 16
business review annual report and accounts 2010
wwwomegadiagnosticscom
financial review
the group has achieved 14 
growth in sales for the year with  
a particularly strong performance  
in the second half 
the group has reported an adjusted profit before tax of £589511 
2009 £540439 the group reports on adjusted profit before tax 
excluding ifrsrelated items of sharebased payment charges 
amortisation of intangible assets and discount charges to provide  
a better understanding of the results of our normal trading activities 
compared to external research forecasts 
trading activities
revenue
revenue for the year was £6198742 representing an increase of 14 
over the previous year 2009 £5438313 and includes growth in all 
five major continental regions in particular the growth of genarrayt™ 
systems and food detective™ kits for food intolerance has 
underpinned much of this
gross profit
gross profit for the year was £3616220 2009 £3344264 resulting 
in a gross margin percentage of 583 2009 615 as explained 
at the time of the interim results some suppliers have increased 
costs due to the economic environment but internally the group  
has also increased operational headcount to cope with increased 
demand the margin has been maintained during the second half 
of the year where the group sold more genarrayt™ systems than  
it originally expected and whilst these provide a useful source of 
revenue they are sold at lower margins the substantial growth in 
food detective™ volumes has also driven revenue growth but the 
mix between these sales and those from the laboratory services 
division is weighted towards a lower margin than otherwise would  
be the case
administration costs
administration costs excluding exceptional costs have increased  
by £382686 to £2508608 2009 £2125922 a relatively small 
foreign exchange loss on trading activities in the year of £28146 
2009 £94652 gain represents an increased charge of £122798 
over the previous year sharebased payments charges have 
increased by £100427 representing the larger oneyear vesting 
period for options granted in december 2008 that falls within the 
current year other administrative increases of £159461 reflect 
increased headcount general increases to salaries across the  
group and the acquisition of the cotek business during the year
there were no exceptional costs during the year 2009 £80301 
as there were in the previous year relating to an aborted acquisition 
opportunity costs of £80978 related to the acquisition of cotek 
were treated as an acquisition cost in line with ifrs 3 business 
combinations it should be noted that this standard has since  
been revised so that future acquisition costs will be accounted  
for through the statement of comprehensive income
selling and marketing
the increase in expenditure of £235009 reflects the investment in 
sales and marketing targeted activities including the appointment of 
two senior positions to support the expanded distribution network 
research and development
included within administration costs is expenditure on research 
and development activities which in the year amounted to £209747 
2009 £226068 it was disappointing to terminate the project to 
upgrade the manufacturing procedure for printing genarrayt™ 
array slides but we have taken steps to ensure sufficient production 
and development capacity exists with the proven contact printing 
method the technical issues encountered with the intended upgrade 
to noncontact printing meant reduced resources being allocated  
to other product development activities nevertheless progress has 
been achieved towards providing alternative versions of the food 
detective™ kit tailored for specific diets in other parts of the world
operating profit
the group generated an operating profit of £307480 2009 
£572968 and the reasons for the reduction in this measure are 
highlighted above under administration costs and selling and 
marketing costs
profit before tax
the profit before tax was £210008 2009 £266893 however  
as highlighted in the chairman’s statement the group also reports 
adjusted profit before tax to provide shareholders with the measure 
of profit for a better comparison with external market forecasts the 
adjusted profit before tax for the year was £589511 2009 £540439 
after adding back sharebased payment charges of £178375 2009 
£77948 intangible asset amortisation of £108750 2009 £98750 
ifrsrelated discount factors of £92378 2009 £16547 and 
exceptional costs of £nil 2009 £80301 17
business review annual report and accounts 2010
wwwomegadiagnosticscom
finance costs reduced significantly in the year to £97909 2009 
£312232 with the reduction principally being due to lower interest 
charges where the uk base rate has remained at 05 throughout 
the year and a currency gain of £41978 2009 £188295 loss on  
us dollar borrowings due to the relative strengthening of sterling 
against the us dollar
taxation
there is a tax charge of £22909 2009 £45852 in the year 
comprising a charge for current tax of £33177 2009 £51160 and  
a deferred tax credit of £10268 2009 £5308 credit equating to an 
effective tax rate of 109 2009 172 prior year adjustments to 
the tax charge arise when there are differences between estimated 
figures chargeable to tax and final tax computations
earnings per share
there was a basic earnings per share eps after exceptional costs  
of 10p 2009 14p reflecting the higher average number of shares  
in issue throughout the year basic eps before exceptional costs  
was 10p 2008 20p
acquisitions
acquisition of cotek south west limited
on 28 september 2009 the group completed the acquisition of 
cotek a company supplying bacterial infection tests for a cash 
consideration of £400000 plus related acquisition costs of £80978 
there was a small cash balance of £1554 in cotek at completion 
giving a net cash outlay of £479424
deferred consideration payments
on 10 march 2010 the company made a final payment of £101275 in 
settlement of the agreed earnout targets in respect of the acquisition 
of genesis and cns this sum together with the net outlay on the 
acquisition of cotek has been included on the consolidated cash  
flow statement under outflow on acquisition of subsidiary
treasury operations
currency management
the group conducts its operations in three main currencies being 
sterling euros and us dollars in the case of transactions in euros  
and us dollars the group may be exposed to fluctuations in the  
rates of exchange against sterling where possible the group  
operates a natural hedge by entering into transactions of both a  
buying and selling nature that limits the risk of adverse exchange rate 
losses the company continues to hold a portion of its borrowings  
in us dollars where this loan can be serviced from a net surplus  
of us dollars generated from its trading activities the relative 
strengthening of sterling against the us dollar throughout the  
year has given rise to a foreign exchange translation gain of £41978  
on these borrowings 2009 £188295 loss in part this has been  
offset by the loss of £28146 2009 £94652 gain referred to above 
under administrations costs
interest rate management
following conversion of a part of the sterling loan into us dollars 
the group limited its exposure to interest rate fluctuations by 
entering into certain derivative financial instruments in the case  
of the remaining sterling loan the group entered into an agreement  
with bank of scotland whereby the base rate element of the interest 
charge has been capped at 55 for the entire remaining term 
in the case of the us dollar loan the group entered into two 
agreements with bank of scotland one to cap the interest rate 
based on us libor at 5 and one to operate a floor rate on us 
libor of 225 under ifrs these derivative financial instruments 
are required to be disclosed at their fair values as either assets  
or liabilities and there has been a fair value adjustment gain  
through the income statement of £2580 2009 £9871 charge 
accordingly at the balance sheet date the group had assets of 
derivative financial instruments of £196 2009 £599 and liabilities  
of derivative financial instruments of £7717 2009 £10700
financing
the group successfully raised £1 million of new equity in september 
2009 to fund the acquisition of cotek and to provide additional 
working capital the issue was oversubscribed which provided the 
opportunity for dr mike walker the vendor of genesis and cns  
to have his shares placed with new institutional shareholders after 
expenses incurred with the share issue of £80807 the net funds 
raised amounted to £919193
cash flow
net cash inflow for the year was £66246 2009 £100043 which 
meant that at the year end the group had cash and cash equivalents 
of £678800 2009 £612554 cash generated from operations of 
£212283 2009 £668276 is lower than last year due mainly to the 
record high sales figure achieved in march 2010 as such the reported 
increase in trade receivables has reversed itself following the end of the 
year as cash has been collected
capital management
the group funds its operations with a mixture of short and long term 
borrowings or equity as appropriate with a view to maximising returns 
for shareholders whilst safeguarding the ability to continue to operate 
as a going concern acquisition payments and financing have been 
referred to in the cash flow section so that in total the group’s net 
debt position has decreased to £1258375 2009 £1635013 the 
group monitors its net debt position on a regular basis and produces 
an annual budget to help ensure it has adequate facilities with 
appropriate maturity profiles for its operational needs
capital expenditure
the group incurred £90665 2009 £134433 on plant and machinery 
fixed assets most of the expenditure was incurred at genesis where  
all the laboratories underwent a refurbishment and an extension to the 
kitting facility was built 
kieron harbinson
group finance director
15 july 2010 18
business review annual report and accounts 2010
wwwomegadiagnosticscom
board of directors
david evans ca
nonexecutive chairman
aged 50 david evans has considerable 
experience within the diagnostics industry 
as financial director he was a key member  
of the team that floated shield diagnostics 
limited in 1993 he became chief executive 
officer responsible for the merger of  
shield diagnostics group plc with axis 
biochemicals asa of norway in 1999  
to create axisshield plc in addition to  
his role as nonexecutive chairman of  
omega he is nonexecutive chairman of 
immunodiagnostic systems holdings plc 
and epistem holdings plc which are both 
aimquoted medical groups operating in 
different industrial areas from omega
andrew shepherd bsc hons
chief executive
aged 54 andrew shepherd is the founder 
and managing director of omega diagnostics 
limited he has been involved in the medical 
diagnostics industry for the last 35 years
he started his career in 1974 by holding 
technical positions at gd searle limited and 
subsequently attended university graduating  
with a bachelor of science in biology  
he then moved into a sales and marketing 
position at cambridge life sciences plc in 
1981 before establishing his first diagnostics 
company cambridge biomedical limited 
in 1982 in 1986 he moved to scotland to  
join bioscot limited and shortly afterwards 
established omega mr shepherd used his 
technical experience and knowledge of 
exporting to oversee the growth of the export 
of omega products to in excess of £2 million 
per annum omega now exports to over 100 
countries around the world and he travels 
regularly to many of the countries in which 
omega customers are based
mr shepherd was also recently a member 
of the bill and melinda gates foundation’s 
bmgf global health diagnostics forum  
which provided guidance to bmgf in 
advising on technology and future 
investments in worldwide diagnostics 
programmes for developing countries 
the forum published a number of scientific 
papers in a nature magazine supplement 
in november 2006 wwwnaturecom
diagnostics 
kieron harbinson fcca
finance director
aged 45 kieron harbinson joined omega 
in august 2002 as finance director 
he is responsible for finance information 
technology human resources and operations 
planning mr harbinson joined scotia holdings 
plc in 1984 he qualified as an accountant in 
1991 and became a fellow of the association 
of chartered certified accountants in 1997  he 
remained with the company for approximately 
14 years during which time he held various 
roles including group financial controller and 
chief accountant these roles enabled him  
to acquire a broad range of knowledge in  
a highgrowth technology company plus 
experience in corporate acquisitions disposals 
and intellectual property matters in addition 
he gained experience in various debt  
and equity transactions and was involved 
in raising over £100 million for the company 
he was also head of tax and treasury 
responsible for a treasury programme 
of cash investments of over £50 million  
and management of currency exposures
mr harbinson then joined kymata limited 
a startup optoelectronics company as 
finance director over a period of 18 months 
he was involved in raising approximately 
us85 million of venture capital funding he 
was responsible for implementing financial 
controls and accounting systems and by the 
time he left in 2000 the company had grown 
to over 200 employees the company was 
sold in 2001 to alcatel for €134 million 19
business review annual report and accounts 2010
wwwomegadiagnosticscom
michael gurner fca
nonexecutive director
aged 65 michael gurner led the flotation of 
the company on aim as chairman and chief 
executive he reviewed numerous potential 
acquisition candidates before the company 
entered into the acquisition agreement with 
omega diagnostics limited
he qualified as a chartered accountant 
in 1967 before embarking on a career in 
merchant banking with keyser ullmann 
including ma activities with the ryan 
group of companies and holding senior 
management positions including managing 
director of a fully listed company continuous 
stationery plc an acquisitive business forms 
manufacturer between 1986 and 1991 
during this time he was responsible for 
acquisitions including prontaprint the 
photographic print retail chain and led the 
turnaround of its performance in the ensuing 
18 months
thereafter mr gurner focused on turning 
around underperforming and ailing 
businesses in association with postern 
executive group limited ‘postern’ a leading 
uk turnaround specialist which provided 
management teams for troubled companies 
at postern’s request he joined the board of 
several companies which were successfully 
turned around 
geoff gower bsc hons
managing director 
genesis diagnostics ltd 
cambridge nutritional sciences ltd
aged 54 geoff gower joined genesis and 
cns as managing director in may 2009 
he is responsible for the performance and 
development of both companies mr gower 
has been involved in the medical diagnostics 
industry since 1983
his career in science started at unilever 
research in 1974 where he stayed for 
nine years and at the same time obtained 
a bachelor of science in applied biology 
in 1983 he joined seward laboratory and 
held senior production positions before 
joining iq bio as production manager in 
1985 mr gower has since held positions 
as operations director country manager 
general manager and managing director 
whilst working for novo nordisk dako and 
oxoid in 2008 he established his own 
consultancy company camsensia ltd
mr gower has a wealth of experience in 
operations and more recently in commercial 
and business development during his time at 
dako and oxoid this included responsibility 
for the relocation and design of a new 
manufacturing facility for novo nordisk 
diagnostics in 1990 totalling 4270m²  
he was intimately involved in the growth  
of dako’s microbiology business and its 
subsequent sale to oxoid in 2006  20
governance annual report and accounts 2010
wwwomegadiagnosticscom
directors’ report registered no 5017761
the directors present their annual report and group financial statements for the year ended 31 march 2010
principal activities
the principal activity of the company is as a holding company the principal activity of the group is the manufacture development and 
distribution of medical diagnostic products
results and dividends
the result for the year is a profit of £187099 2009 profit of £221041 which has been taken to reserves the directors do not propose  
to pay a dividend the results are discussed in more detail in the chairman’s statement on pages 10 to 11 and the financial review on 
pages 16 to 17
the company has taken advantage of the exemption allowed under section 408 of the companies act 2006 and has not presented its own 
income statement in these financial statements the company profit for the year ended 31 march 2010 is £212537 2009 loss of £33739
business review and future development
a review of business and future development is discussed in more detail in the chairman’s statement chief executive’s review and 
financial review commencing on pages 10 12 and 16 respectively key performance indicators are disclosed on page 3 other kpis  
with comparatives are discussed in the aforementioned reports
research and development
research and development activity has decreased in the year details of research and development activity are contained in the chairman’s 
statement chief executive’s review and financial review on pages 10 to 17 costs in the year amounted to £209747 2009 £226068
directors
the names of the directors who have served the company throughout the year are
david evans 
michael gurner
kieron harbinson 
andrew shepherd 
geoff gower appointed 22 december 2009
biographies of all directors still serving at the yearend are on pages 18 and 19
directors’ interests
the beneficial interests of directors who have served throughout the year are listed in the directors’ remuneration report on pages 22  
and 23 there are no nonbeneficial interests held by directors there have been no changes to any director’s interests in the shares of  
the company between 31 march 2010 and the date of this report 
major interests in shares
as at 22 june 2010 the company had been notified that the following shareholders held more than 3 of the company’s issued ordinary 
share capital
      number of 4p 
     ordinary shares percentage
brewin dolphin securities     3737479 1811
octopus investments     3700220 1793
williams de broe     2760534 1338
legal  general investment management    2050000 994
andrew shepherd     1319830 640
bluehone aim vct2 plc     1000000 485
supplier payment policy
it is the company’s policy to agree the terms of payment with its suppliers to ensure its suppliers are made aware of those terms and to pay 
in accordance with them
trade creditors of the company at 31 march 2010 were equivalent to 61 days 2009 66 days based on the average daily amount invoiced 
by suppliers during the year 21
governance annual report and accounts 2010
wwwomegadiagnosticscom
employees
the company encourages communication with its employees and favours an environment where staff can put forward their ideas suggestions 
and concerns on any matter that involves them the company gives full and fair consideration to applications for employment made by disabled 
people having regard to their particular aptitudes and abilities where an employee becomes disabled in the course of their employment where 
possible arrangements will be made for appropriate retraining to match their abilities with their duties
principal risks and uncertainties
the board meets regularly to review operations and to discuss risk areas the corporate governance report contains details of the group’s 
system of internal control note 23 to the accounts contains details of financial risks faced by the group
the board is also aware of nonfinancial risk areas including
general economic conditions
the group may be faced with changes in the general economic climate in each territory in which it operates that may adversely affect the 
financial performance of the group factors which may contribute include the level of direct and indirect competition against the group 
industrial disruption rate of growth of the group’s sectors and interest rates the group seeks to mitigate this risk by conducting operations 
on a broad geographic basis and by introducing new technologies to remain innovative
regulatory risk
the manufacturing marketing and use of the group’s products are subject to regulation by government and regulatory agencies in many 
countries of particular importance is the requirement to obtain and maintain approval for a product from the applicable regulatory agencies 
to enable the group’s products to be marketed approvals can require clinical evaluation of data relating to safety quality and efficacy of  
a product the group seeks to mitigate regulatory risk by conducting its operations within recognised quality assurance systems and 
undergoes external assessment to ensure compliance with these systems
acquisition risk
the success of the group depends upon the ability of the directors to assimilate and integrate the operations personnel technologies and 
products of acquired companies the group seeks to mitigate this risk by selecting companies which meet certain selection criteria and by 
conducting a detailed due diligence review
donations
the company made no charitable donations in the year 2009 £130 nor any political donations 2009 £nil
auditors
the auditors ernst  young llp have indicated their willingness to continue in office and a resolution for their reappointment will be 
proposed at the forthcoming annual general meeting
directors’ statement as to disclosure of information to auditors
the directors who were members of the board at the time of approving the directors’ report are listed on page 20 having made enquiries  
of fellow directors and of the company’s auditors each of these directors confirms that
to the best of each director’s knowledge and belief there is no information that is information needed by the group’s auditors in •	
connection with preparing their report of which the company’s auditors are unaware and
each director has taken all the steps a director might reasonably be expected to have taken to be aware of relevant audit information  •	
and to establish that the company’s auditors are aware of that information
by order of the board
kieron harbinson
company secretary
15 july 2010 22
governance annual report and accounts 2010
wwwomegadiagnosticscom
directors’ remuneration report
as an aimquoted company the group is not required to produce a remuneration report that satisfies all the requirements of the companies 
act however the directors are committed to providing information on an open basis and present their remuneration report as follows
remuneration committee
the remuneration committee is comprised of michael gurner as chairman and david evans the committee meets as and when required 
to determine and agree with the board the policy for the remuneration of the company’s chief executive chairman executive directors 
and the company secretary the objective of this policy shall be to ensure that members of the executive management of the company 
are provided with appropriate incentives to encourage enhanced performance and are in a fair and reasonable manner rewarded for 
their individual contributions to the success of the company no director or manager shall be involved in any decisions as to their 
own remuneration
remuneration policy
the company’s policy is that the remuneration arrangements including pensions for subsequent financial years should be sufficiently 
competitive to attract retain and motivate high quality executives capable of achieving the company’s objectives thereby enhancing 
shareholder value
incentive schemesshare option schemes
geoff gower was issued with an option over 20000 ordinary shares of the company under the company’s emi share option scheme  
on 5 may 2009 which was prior to his appointment as an executive director on 22 december 2009
directors’ service contracts
andrew shepherd entered into a service contract with the company on 23 august 2006 under which he was appointed as chief executive 
on an annual salary of £85000 his salary was increased to £131250 per annum from 1 april 2009 the agreement will continue until 
terminated by either party giving to the other not less than twelve months’ notice in writing
kieron harbinson entered into a service contract with the company on 23 august 2006 under which he was appointed as finance director 
and company secretary on an annual salary of £72500 his salary was increased to £94500 per annum from 1 april 2009 the agreement 
will continue until terminated by either party giving to the other not less than three months’ notice in writing
david evans was appointed a nonexecutive director of the company on 19 september 2006 and was entitled to an annual fee of £25000 
from 1 april 2008 the agreement will continue until terminated by either party giving to the other not less than one month’s notice in writing
michael gurner was appointed a nonexecutive director of the company on 19 september 2006 and he was entitled to an annual fee of 
£15000 this fee was increased to £20000 per annum from 1 january 2009 the agreement will continue until terminated by either party 
giving to the other not less than one month’s notice in writing
michael walker was appointed a nonexecutive director of the company on 3 september 2007 and was entitled to an annual fee of 
£15000 he resigned as a director on 11 november 2008
geoff gower entered into a service contract with the company on 22 december 2009 under which he was appointed as an executive 
director on an annual salary of £80000 the agreement will continue until terminated by either party giving to the other not less than  
three months’ notice in writing 
andrew shepherd and kieron harbinson received bonuses within the year of £19688 and £14175 respectively these were noncontractual 
and calculated at 15 of their basic annual salaries on the successful acquisition of cotek south west  ltd
directors’ emoluments
  feesbasic  benefits total total 
  salary bonuses in kind 2010 2009 
consolidated  £ £ £ £ £
executive
andrew shepherd  131250 19688 – 150938 125000
kieron harbinson  94500 14175 – 108675 90000
geoff gower appointed 22 december 2009 22285 – – 22285 –
nonexecutive
david evans  25000 – – 25000 25000
michael gurner  20000 – – 20000 16250
michael walker  – – – – 9212 23
governance annual report and accounts 2010
wwwomegadiagnosticscom
the amounts paid in the year towards directors’ pension contributions were as follows
directors’ pension contributions
     2010 2009 
     £ £
andrew shepherd     6562 8375
kieron harbinson     4500 5083
geoff gower     1783 –
directors’ interests in the 4p ordinary shares of omega diagnostics group plc
    
     31 march 2010 31 march 2009
david evans     110000 110000
michael gurner     121671 101671
kieron harbinson     58317 58317
andrew shepherd     1319830 1319830
geoff gower     20000 –
the directors have no interest in the shares of subsidiary companies
directors’ share options      
   
 at granted lapsed exercised at   earliest  
 1 april during during during 31 march option date of exercise expiry 
 2009 the year the year the year 2010 price grant date date
david evans 390822 – – – 390822 19p 10122008 10122009 10122018
andrew shepherd 703480 – – – 703480 19p 10122008 10122009 10122018
kieron harbinson 468987 – – – 468987 19p 10122008 10122009 10122018
geoff gower – 20000 – – 20000 19p 552009 552010 552019
david evans was issued with an option under the unapproved option scheme and andrew shepherd kieron harbinson and geoff gower 
were issued with options under the company’s emi option scheme 
the share price at 31 march 2010 was 285p the highest and lowest share price during the year was 365p and 17p respectively
          
under the terms of a warrant michael gurner was entitled to subscribe for 45835 ordinary shares of 4p each between 1 april 2008 and  
19 september 2009 at an exercise price of 80p per share the warrant lapsed on 19 september 2009
approved by the board
michael gurner
nonexecutive director
15 july 2010 24
governance annual report and accounts 2010
wwwomegadiagnosticscom
corporate governance report
as an aimquoted company the group is not required to produce a corporate governance report that satisfies all the requirements of the 
combined code however the directors are committed to providing information on an open basis and present their corporate governance 
report as follows
the board of directors
the board currently comprises one nonexecutive chairman one nonexecutive director and three executive directors who are the  
chief executive the finance director and the managing director of genesis diagnostics ltd and cambridge nutritional sciences ltd 
david evans nonexecutive chairman and michael gurner nonexecutive director are considered by the board to be independent in 
character and judgement michael gurner is the senior independent nonexecutive director the board meets at regular intervals and  
is responsible for setting corporate strategy approving the annual budget reviewing financial performance agreeing the renewal of and  
any new bankingtreasury facilities and approving major items of capital expenditure the board is provided with appropriate information  
in advance of board meetings to enable it to discharge its duties effectively during the financial year the board met on fifteen occasions 
david evans attended thirteen out of the fifteen meetings michael gurner attended fourteen of the fifteen meetings andrew shepherd  
and kieron harbinson attended all fifteen meetings geoff gower who was appointed on 22 december 2009 attended both meetings 
which he was entitled to attend
the chairman has additional nonexecutive directorships of the following companies
bgenuine tech kk
epistem holdings plc
immunodiagnostic systems holdings plc
marine biotech limited
momentum bioscience limited
onyx scientific limited
quotient diagnostics limited
scancell holdings plc
scipac limited
the audit committee
the audit committee has met on two occasions during the year and once since the yearend the committee is comprised of david evans 
as chairman and michael gurner and has primary responsibility for monitoring the quality of internal controls ensuring that the financial 
performance of the company is properly measured and reported on and for reviewing reports from the company’s auditors relating to the 
company’s accounting and internal controls in all cases having due regard to the interests of shareholders the committee shall also review 
preliminary results announcements summary financial statements significant financial returns to regulators and any financial information 
contained in certain other documents such as announcements of a pricesensitive nature
the committee considers and makes recommendations to the board to be put to shareholders for approval at the annual general meeting 
in relation to the appointment reappointment and removal of the company’s external auditors the committee also oversees the relationship 
with the external auditors including approval of remuneration levels approval of terms of engagement and assessment of their independence 
and objectivity in so doing they take into account relevant uk professional and regulatory requirements and the relationship with the 
auditors as a whole including the provision of any nonaudit services ernst  young llp have been auditors to omega diagnostics limited 
‘odl ’ since 2000 and were appointed as auditors to the company following completion of the reverse takeover of odl in september 2006
the committee has reviewed the effectiveness of the company’s system of internal controls and has considered the need for an internal 
audit function at this stage of the company’s size and development the committee has decided that an internal audit function is not 
required as the company’s internal controls system in place is appropriate for its size the committee will review this position on an  
annual basis
the committee also reviews the company’s arrangements for its employees raising concerns in confidence about possible wrongdoing  
in financial reporting or other matters the committee ensures that such arrangements allow for independent investigation and followup action
the remuneration committee
the remuneration committee has met on one occasion during the year the committee is comprised of michael gurner as chairman and 
david evans and has primary responsibility for determining and agreeing with the board the remuneration of the company’s chief executive 
the executive directors the company secretary and such other members of the executive management as it is designated to consider  
the remuneration of the nonexecutive directors shall be a matter for the chairman and the executive directors of the board no director  
or manager shall be involved in any decisions regarding their own remuneration  25
governance annual report and accounts 2010
wwwomegadiagnosticscom
internal control
the board is responsible for the company’s system of internal control and for reviewing its effectiveness throughout the year such a system 
can only provide reasonable assurance against misstatement or loss
the board monitors financial controls through the setting and approval of an annual budget and the regular review of monthly management 
accounts management accounts contain a number of indicators that are designed to reduce the possibility of misstatement in financial 
statements
where the management of operational risk requires outside advice this is sought from expert consultants and the company receives this  
in the areas of employment law and health and safety management
the company is compliant with industry standard quality assurance measures and undergoes regular external audits to ensure that 
accreditation is maintained
communication with shareholders
the board recognises the importance of communication with its shareholders the company maintains informative websites for genesis 
odl and cns containing information likely to be of interest to existing and new investors in addition the company retains the services of 
financial pr consultants providing an additional contact point for investors the board encourages shareholder participation at its annual 
general meeting where shareholders can be updated on the company’s activities and plans
going concern
the group’s business activities together with the factors likely to affect its future development performance and position are set out in the 
business review which runs from page 12 to page 17  the financial position of the group its cash flows liquidity position and borrowing 
facilities are described in the financial review on pages 16 to 17  in addition note 23 to the financial statements include the group’s objectives 
policies and processes for managing its capital its financial risk management objectives details of its financial instruments and hedging 
activities and its exposures to credit risk and liquidity risk the group has adequate financial resources together with longterm relationships 
with a number of customers and suppliers across different geographic areas and industries
as a consequence the directors believe that the group is wellplaced to manage its business risks successfully despite the current 
uncertain economic outlook 
the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable 
future accordingly they continue to adopt the going concern basis of accounting in preparing the annual financial statements
by order of the board
kieron harbinson
company secretary
15 july 2010 26
governance annual report and accounts 2010
wwwomegadiagnosticscom
statement of directors’ responsibilities
the directors are responsible for preparing the annual report and the group and company financial statements in accordance with 
applicable united kingdom law and those international financial reporting standards as adopted by the european union
the directors are required to prepare group and company financial statements for each financial year under company law the directors 
must not approve the financial statements unless they are satisfied that they present fairly the financial position of the group and company 
and the financial performance and cash flows of the group and company for that period in preparing those group and company financial 
statements the directors are required to
 select suitable accounting policies in accordance with ias 8 accounting policies changes in accounting estimates and errors and then •	
apply them consistently
 present information including accounting policies in a manner that provides relevant reliable comparable and understandable information •	
 provide additional disclosures when compliance with the specific requirements in ifrss is insufficient to enable users to understand the •	
impact of particular transactions other events and conditions on the group’s financial position and financial performance
 state that the group and company has complied with ifrss subject to any material departures disclosed and explained in the financial •	
statements and
make judgments and estimates that are reasonable and prudent •	
the directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s transactions and 
disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the group 
and company financial statements comply with the companies act 2006 they are also responsible for safeguarding assets of the group 
and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities 27
audit report annual report and accounts 2010
wwwomegadiagnosticscom
independent auditor’s report
to the members of omega diagnostics group plc
we have audited the financial statements of omega diagnostics group plc for the year ended 31 march 2010 which comprise the 
consolidated statement of comprehensive income consolidated balance sheet consolidated statement of changes in equity 
consolidated cash flow statement company balance sheet company statement of changes in equity company cash flow statement 
and the related notes 1 to 23 the financial reporting framework that has been applied in their preparation is applicable law and international 
financial reporting standards ifrss as adopted by the european union
this report is made solely to the company’s members as a body in accordance with chapter 3 of part 16 of the companies act 2006  
our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in  
an auditor’s report and for no other purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone 
other than the company and the company’s members as a body for our audit work for this report or for the opinions we have formed 
respective responsibilities of directors and auditors
as explained more fully in the statement of directors’ responsibilities on page 26 the directors are responsible for the preparation of  
the financial statements and for being satisfied that they give a true and fair view our responsibility is to audit the financial statements  
in accordance with applicable law and international standards on auditing uk and ireland those standards require us to comply with  
the auditing practices board’s ethical standards for auditors
scope of the audit of the financial statements
an audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance 
that the financial statements are free from material misstatement whether caused by fraud or error this includes an assessment of whether 
the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and 
adequately disclosed the reasonableness of significant accounting estimates made by the directors and the overall presentation of the 
financial statements
opinion on financial statements
in our opinion
the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 march 2010 and of •	
the group’s profit for the year then ended
the group financial statements have been properly prepared in accordance with international financial reporting standards ifrss as •	
adopted by the european union 
the parent company financial statements have been properly prepared in accordance with ifrss as adopted by the european union and •	
as applied in accordance with the provisions of the companies act 2006 and
the financial statements have been prepared in accordance with the requirements of the companies act 2006 •	
opinion on other matters prescribed by the companies act 2006
in our opinion the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent 
with the financial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following matters where the companies act 2006 requires us to report to you if in our opinion
adequate accounting records have not been kept by the parent company or returns adequate for our audit have not been received from •	
branches not visited by us or
the parent company financial statements are not in agreement with the accounting records and returns or •	
certain disclosures of directors’ remuneration specified by law are not made or •	
we have not received all the information and explanations we require for our audit •	
mark william harvey senior statutory auditor
for and on behalf of ernst  young llp statutory auditor
edinburgh
15 july 2010 28
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
consolidated statement of comprehensive income
for the year ended 31 march 2010
     2010 2009 
     total total 
    note £ £
continuing operations
revenue    7 6198742 5438313
cost of sales     2582522 2094049
gross profit     3616220 3344264
administration costs     2508608 2125922
selling and marketing costs     800632 565623
other income – government grants  
and related assistance     500 550
exceptional administration costs    19 – 80301
operating profit    7 307480 572968
finance costs    5 97909 312232
finance income – interest receivable    7 437 6157
profit before taxation     210008 266893
tax charge    6 22909 45852
profit for the yeartotal comprehensive income    187099 221041
earnings per share eps    22
basic eps on profit for the year  
– before exceptional items     10p 20p
– after exceptional items     10p 14p
diluted eps on profit for the year 
– before exceptional items     10p 20p
– after exceptional items     10p 14p 29
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
consolidated balance sheet
as at 31 march 2010
 
     2010 2009 
    note £ £
assets
noncurrent assets
intangibles    9 5159774 4879700
property plant and equipment    10 672903 639446
deferred taxation    15 96074 107530
derivative financial instruments    23 196 599
      5928947 5627275
current assets
inventories    11 814344 762380
trade and other receivables    12 1682263 1254963
income tax receivable     45527 4055
cash and cash equivalents     678800 612554
      3220934 2633952
total assets     9149881 8261227
equity and liabilities
equity
issued capital     5930962 5011769
retained earnings     281074 646548
total equity     5649888 4365221
liabilities
noncurrent liabilities
longterm borrowings    13 1593491 1875263
deferred taxation    15 583249 575065
derivative financial instruments    23 7717 10700
total noncurrent liabilities     2184457 2461028
current liabilities
shortterm borrowings    13 343685 372304
other financial liabilities    20 – 131580
trade and other payables    14 862878 871725
income tax payable     108973 59369
total current liabilities     1315536 1434978
total liabilities     3499993 3896006
total equity and liabilities     9149881 8261227
david evans   kieron harbinson
nonexecutive chairman  finance director
15 july 2010   15 july 2010 30
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
consolidated statement of changes in equity
for the year ended 31 march 2010
   share share retained 
   capital premium earnings total 
  note £ £ £ £
balance at 31 march 2008   1331957 3074041 945537 3460461
issue of share capital for noncash consideration  30289 575482 – 605771
profit for the year ended 31 march 2009   – – 221041 221041
sharebased payments   – – 77948 77948
balance at 31 march 2009   1362246 3649523 646548 4365221
issue of share capital for cash consideration  200000 800000 – 1000000
expenses in connection with share issue   – 80807 – 80807
profit for the year ended 31 march 2010   – – 187099 187099
sharebased payments   – – 178375 178375
balance at 31 march 2010   1562246 4368716 281074 5649888  31
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
consolidated cash flow statement
for the year ended 31 march 2010
     
     2010 2009 
    note £ £
cash flows generated from operations
profit for the year     187099 221041
adjustments for
taxation     22909 45852
finance costs     97909 312232
finance income     437 6157
operating profit before working capital movement    307480 572968
increase in trade and other receivables     360405 169672
increase in inventories     48964 135343
decreaseincrease in trade and other payables    24926 205913
lossgain on sale of property plant and equipment    1873 350
depreciation    10 102925 85484
amortisation of intangible assets    9 108750 98750
sharebased payments     178375 77948
taxation paid     52825 67422
net cash flow from operating activities    212283 668276
investing activities
finance income     437 6157
purchase of property plant and equipment    90485 26933
sale of property plant and equipment     2540 2500
outflow on acquisition of subsidiaries    8 580699 167471
net cash used in investing activities     668207 185747
financing activities
finance costs     42010 67603
proceeds from issue of share capital     919193 –
loan repayments     273283 264259
finance lease repayments     81730 50624
net cash fromused in financing activities    522170 382486
net increase in cash and cash equivalents    66246 100043
cash and cash equivalents at beginning of year    612554 512511
cash and cash equivalents at end of year    678800 612554 32
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
company balance sheet
as at 31 march 2010
     
     2010 2009 
    note £ £
assets
noncurrent assets
investments    21 8113040 7676225
deferred taxation    15 – 16214
derivative financial instruments    23 196 599
      8113236 7693038
current assets
trade and other receivables    12 1377997 786271
cash and cash equivalents     12214 114866
      1390211 901137
total assets     9503447 8594175
equity and liabilities
equity
issued capital     6920637 6001444
retained earnings     253745 137167
total equity     7174382 5864277
liabilities
noncurrent liabilities
longterm borrowings    13 1520100 1738941
derivative financial instruments    23 7717 10700
total noncurrent liabilities     1527817 1749641
current liabilities
shortterm borrowings    13 280890 290710
other financial liabilities    20 – 131580
trade and other payables    14 439165 556478
income tax payable     81193 1489
total current liabilities     801248 980257
total liabilities     2329065 2729898
total equity and liabilities     9503447 8594175
david evans   kieron harbinson
nonexecutive chairman  finance director
15 july 2010   15 july 2010 33
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
company statement of changes in equity
for the year ended 31 march 2010
   share share retained 
   capital premium earnings total 
   £ £ £ £
balance at 31 march 2008   1704239 3691434 181376 5214297
issue of share capital for noncash consideration  30289 575482 – 605771
profit for the year ended 31 march 2009   – – 33739 33739
sharebased payments   – – 77948 77948
balance at 31 march 2009   1734528 4266916 137167 5864277
issue of share capital for cash consideration  200000 800000 – 1000000
expenses in connection with share issue   – 80807 – 80807
profit for the year ended 31 march 2010   – – 212537 212537
sharebased payments   – – 178375 178375
balance at 31 march 2010   1934528 4986109 253745 7174382 34
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
company cash flow statement
for the year ended 31 march 2010
     
     2010 2009 
     £ £
cash flows generated from operations
profitloss for the year     212537 33739
adjustments for
taxation     95918 5228
finance costs     84426 300944
finance income     132 838
operating profit before working capital movement    392749 271595
increase in trade and other receivables     591726 36849
decreaseincrease in trade and other payables    117312 212516
sharebased payments     178375 77948
net cash flow from operating activities    137914 525210
investing activities
finance income     132 838
outflow on acquisition of subsidiaries     582253 167471
net cash used in investing activities     582121 166633
financing activities
finance costs     28527 56314
proceeds from issue of share capital     919193 –
loan repayments     273283 264259
net cash fromused in financing activities    617383 320573
net decreaseincrease in cash and cash equivalents    102652 38004
cash and cash equivalents at beginning of year    114866 76862
cash and cash equivalents at end of year    12214 114866 35
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
for the year ended 31 march 2010
1 authorisation of financial statements
the financial statements of omega diagnostics group plc for the year ended 31 march 2010 were authorised for issue by the board  
of directors on 15 july 2010 and the balance sheets were signed on the board’s behalf by david evans and kieron harbinson omega 
diagnostics group plc is a public limited company incorporated in england the company’s ordinary shares are traded on the 
aim market
2 statement of compliance with international financial reporting standards ‘ifrs’
the financial statements have been prepared in accordance with ifrs as adopted by the european union as they apply to the financial 
statements of the group and company for the year ended 31 march 2010 respectively
3 significant accounting policies 
basis of preparation
the accounting policies which follow set out those policies which have been applied consistently to all periods presented in these financial 
statements these financial statements are presented in sterling
changes in accounting policy
the accounting policies adopted are consistent with those of the previous financial year except for ias 1 revised where the consolidated 
statement of recognised income and expense has been replaced with the consolidated statement of comprehensive income the revised 
standard requires this statement to present all items of recognised income and expense either in one single statement or in two linked 
statements the group has elected to present one statement
basis of consolidation
the group financial statements consolidate the financial statements of omega diagnostics group plc and the entities it controls its 
subsidiaries control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its 
activities and is achieved through direct or indirect ownership of voting rights subsidiaries are consolidated from the date of acquisition 
being the date on which the group obtains control and continue to be consolidated until the date that such control ceases the financial 
statements of the subsidiaries used in the preparation of the consolidated financial statements are based on consistent accounting policies 
all intercompany balances and transactions including unrealised profits arising from them are eliminated 
use of estimates and judgements
the preparation of these financial statements requires management to make judgements estimates and assumptions that affect the application 
of accounting policies and the reported amounts of assets liabilities income and expenses actual results may differ from these estimates
estimates and underlying assumptions are reviewed on an ongoing basis revisions to accounting estimates are recognised in the period  
in which the estimate is revised and in any future periods affected
the significant areas of estimation and uncertainty and critical judgements in applying the accounting policies that have the most significant 
effect on the amounts recognised in the financial information are discussed below further judgements assumptions and estimates are set 
out in the group financial statements
valuation of intangible assets
management judgement is required to estimate the useful lives of intangible assets having reference to future economic benefits expected  
to be derived from use of the asset economic benefits are based on the fair values of estimated future cash flows
impairment of goodwill
goodwill is tested annually for impairment the test considers future cash flow projections of cash generating units that give rise to the 
goodwill where the discounted cash flows are less than the carrying value of goodwill an impairment charge is recognised for the 
difference further analysis of the estimates and judgements are disclosed in note 9
deferred tax assets
management judgement is required to determine the amount of deferred tax assets that can be recognised based upon the likely timing and 
level of future taxable profits together with an assessment of the effect of future tax planning strategies the carrying value of the deferred 
tax asset at 31 march 2010 is £96074 2009 £107530 further details are contained in note 15
earnout valuation
management judgement is required to determine the financial liability to be recognised in respect of the earnout management bases their 
estimation on the sales levels expected over the relevant period on historic data current market conditions and the likelihood of future budgets 
being achieved at 31 march 2010 the genesis earnout had a carrying value of £nil 2009 £131580 having been paid out in full in march 2010 
as the earnout was based on 7 of sales of certain products the earnout amount varied due to the level of sales achieved 36
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
3 significant accounting policies continued
presentation currency and foreign currencies
the financial statements are presented in uk pounds sterling transactions in currencies other than sterling are recorded at the prevailing 
rate of exchange at the date of the transaction at each balance sheet date monetary assets and liabilities that are denominated in foreign 
currencies are retranslated at the rates prevailing on the balance sheet date nonmonetary assets and liabilities that are denominated in 
foreign currencies are translated at the rates prevailing at the date of the transaction gains and losses arising on retranslation are included  
in the net profit or loss for the year
revenue recognition
revenue is measured at the fair value of the consideration received or receivable and net of discounts and salesrelated taxes sales of 
goods are recognised when the significant risks and rewards of ownership are transferred to the customer this will be when goods have 
been dispatched and the collection of the related receivable is reasonably assured revenue relates to the sale of medical diagnostic kits
goodwill
business combinations are accounted for under ifrs 3 using the purchase method any excess of the cost of the business combination 
over the group’s interest in the net fair value of the identifiable assets liabilities and contingent liabilities is recognised in the balance sheet  
as goodwill and is not amortised
after initial recognition goodwill is stated at cost less any accumulated impairment losses with the carrying value being reviewed for 
impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired
for the purpose of impairment testing goodwill is allocated to the related cash generating units monitored by management usually at 
business segment level or statutory company level as the case may be where the recoverable amount of the cashgenerating unit is  
less than its carrying amount including goodwill an impairment loss is recognised in the income statement
intangible assets
intangible assets acquired as part of a business combination are recognised outside goodwill if the asset is separable or arises from 
contractual or other legal rights and its fair value can be measured reliably following initial recognition at fair value at the acquisition 
date the historic cost model is applied with intangible assets being carried at cost less accumulated amortisation and accumulated 
impairment losses intangible assets with a finite life have no residual value and are amortised on a straight line basis over the expected 
useful lives with charges included in administration costs as follows
technology assets  – 20 years
customer relationship  –  5 years
the carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value 
may not be recoverable
property plant and equipment
property plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses depreciation  
is charged so as to write off the cost of assets to their estimated residual values over their estimated useful lives on a straight line basis 
as follows
leasehold improvements – 10 years straight line with no residual value
plant and machinery – 810 years straight line with no residual value
motor vehicles – 5 years straight line with no residual value
the carrying values of property plant and equipment are reviewed for impairment if events or changes in circumstances indicate the 
carrying value may not be recoverable and are written down immediately to their recoverable amount useful lives are reviewed annually  
and where adjustments are required these are made prospectively
impairment of assets
the group and company assesses at each reporting date whether there is an indication that an asset may be impaired if any such 
indication exists the group and company makes an estimate of the asset’s recoverable amount an asset’s recoverable amount is the 
higher of an asset’s or cashgenerating unit’s fair value less costs to sell and its value in use and is determined for an individual asset unless 
the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets where the carrying 
amount of an asset exceeds its recoverable amount the asset is considered to be impaired and is written down to its recoverable amount  
in assessing value in use the estimated future cash flows are discounted to their net present value using a pretax discount rate that reflects 
current market assessments of the time value of money and the risks specific to that asset impairment losses on continuing operations are 
recognised in the income statement in those expense categories consistent with the function of the impaired asset 37
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
3 significant accounting policies continued
government grants
government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met 
usually on submission of a valid claim for payment government grants in respect of capital expenditure are credited to a deferred income 
account and are released to the income statement over the expected useful lives of the relevant assets by equal annual instalments
borrowing costs
borrowing costs are recognised in the income statement in the period in which they are incurred except in the case of arrangement  
fees for longterm borrowings where the fee is amortised to the income statement using the effective interest rate method
inventories
inventories are stated at the lower of cost and net realisable value cost is defined as standard cost or purchase price and includes all direct 
costs incurred in bringing each product to its present location and condition net realisable value is based on estimated selling price less any 
further costs expected to be incurred prior to completion and disposal 
leasing and hire purchase commitments
assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter 
of their lease period and useful life the corresponding lease or hire purchase obligation is capitalised in the balance sheet as a liability  
the interest element of the rental obligation is charged to the income statement over the period of the lease and represents a constant 
proportion of the balance of capital repayments outstanding
rentals applicable to operating leases where substantially all the benefits and risks remain with the lessor are charged against profits  
on a straight line basis over the period of the lease
research and development costs
expenditure on research which is incurred up to the point of manufacturing validation is written off as incurred thereafter expenditure  
on product development which meets certain criteria is capitalised and amortised over its useful life the manufacturing validation stage  
is when it is probable that the product will generate future economic benefits and the following criteria have been met technical feasibility 
intention and ability to sell the product availability of resources to complete the development of the product and the ability to measure  
the expenditure attributable to the product the useful life of the intangible asset is determined on a product by product basis taking  
into consideration a number of factors development costs previously recognised as an expense are not recognised as an asset in a 
subsequent period
exceptional items
the group presents as exceptional items on the face of the income statement those material items of income and expense which because 
of the nature and expected infrequency of the events giving rise to them merit special presentation to allow shareholders to understand 
better the elements of financial performance in the year so as to facilitate comparison with prior periods and to assess better trends in 
financial performance
cash and cash equivalents
cash and cash equivalents in the balance sheet comprise cash at banks and in hand and shortterm deposits with an original maturity  
of three months or less
trade receivables
trade receivables are recognised and carried at the lower of original invoice amount and recoverable amount a provision for doubtful 
amounts is made when there is objective evidence that collection of the full amount is no longer probable balances are written off when  
the probability of recovery is assessed as remote payment terms vary from payment in advance to 90 days
sharebased payments
equitysettled transactions
for equitysettled transactions the group measures the award by reference to the fair value at the date at which they are granted and it  
is recognised as an expense over the vesting period which ends on the date on which the relevant employees become fully entitled to  
the award fair value is determined using an appropriate pricing model in valuing equitysettled transactions no account is taken of any 
service and performance vesting conditions other than conditions linked to the price of the shares of the company market conditions  
any other conditions which are required to be met in order for an employee to become fully entitled to an award are considered to be 
nonvesting conditions like market performance conditions nonvesting conditions are taken into account in determining grant date fair 
value no expense is recognised for awards that do not ultimately vest except for awards where vesting is conditional upon a market or 
nonvesting condition which are treated as vesting irrespective of whether or not the market or nonvesting condition is satisfied provided 
that all other performance conditions are satisfied 38
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
3 significant accounting policies continued
at each balance sheet date before vesting the cumulative expense is calculated representing the extent to which the vesting period  
has expired and management’s best estimate of the achievement or otherwise of vesting conditions and of the number of equity instruments 
that will ultimately vest or in the case of an instrument subject to a market or nonvesting condition be treated as vesting as described 
above this includes any award where nonvesting conditions within the control of the group or the employee are not met the movement  
in cumulative expense since the previous balance sheet date is recognised in the income statement with a corresponding entry in equity
where the terms of an equitysettled award are modified or a new award is designated as replacing a cancelled or settled award the cost 
based on the original award terms continues to be recognised over the original vesting period in addition an expense is recognised over  
the remainder of the new vesting period for the incremental fair value of any modification based on the difference between the fair value  
of the original award and the fair value of the modified award both as measured on the date of the modification no reduction is recognised  
if this difference is negative
where an equitysettled award is cancelled it is treated as if it had vested on the date of cancellation and any cost not yet recognised in  
the income statement for the award is expensed immediately any compensation paid up to the fair value of the award at the cancellation  
or settlement date is deducted from equity with any excess over fair value being treated as an expense in the income statement
pension contributions
contributions to personal pension plans of employees on a defined contribution basis are charged to the income statement in the year  
in which they are payable
income taxes
current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities based  
on tax rates and laws that are enacted or substantively enacted by the balance sheet date
deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying 
amounts in the financial statements with the following exceptions
where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business •	
combination that at the time of the transaction affects neither accounting nor taxable profit or loss
in respect of taxable temporary differences associated with investments in subsidiaries associates and joint ventures where the timing  •	
of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the 
foreseeable future and
deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the •	
deductible temporary differences carried forward tax credits or tax losses can be utilised
deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the 
related asset is realised or the liability is settled based on tax rates and laws enacted or substantively enacted at the balance sheet date
income tax and deferred tax is charged or credited in other comprehensive income or directly to equity if it relates to items that are credited 
or charged in other comprehensive income or directly to equity otherwise income tax and deferred tax is recognised in profit or loss
financial instruments
financial assets liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into  
an equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities
trade receivables do not carry any interest and are stated at their fair value as reduced by appropriate allowances for estimated irrecoverable 
amounts trade payables are not interestbearing and are stated at their fair value
interestbearing loans and overdrafts are recorded at the proceeds received less any repayments accrued interest is presented as part  
of the loans and overdrafts balances
a financial asset or liability is generally derecognised when the contract that gives rise to it is settled sold cancelled or expires
where an existing financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing 
liability are substantially modified such an exchange or modification is treated as a derecognition of the original liability and recognition  
of the new liability such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised
financial liabilities have been recognised at the present value of the consideration expected to be payable by discounting the  
expected future cash flows at prevailing interest rates at initial recognition the quantum of liability to be recognised will depend upon 
management’s expectation at that date of the amount that would ultimately be payable where there is a change to the expectation  
of an amount of deferred financial liability the change is reflected through the income statement any changes to contingent financial 
liabilities are reflected through goodwill 39
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
3 significant accounting policies continued
the group uses derivative financial instruments to reduce its exposure to fluctuations in interest rates both in sterling and us dollars  
the group does not hold or issue derivatives for speculative or trading purposes derivative financial instruments are recognised as assets 
and liabilities measured at their fair values at the balance sheet date the fair value of interest rate contracts is determined by reference to 
market values for similar instruments that have similar maturities changes in fair value are recognised in the income statement included in 
finance costs due to the fact that hedge accounting has not been applied under ias 39 these derivatives are classified as financial assets 
and liabilities at fair value through profit and loss 
financial assets and liabilities that are held for trading and other assets and liabilities designated as such on inception are included in this 
category financial assets and liabilities are classified as held for trading if they are acquired for sale in the shortterm derivatives are also 
classified as held for trading unless they are designated as hedge instruments assets are carried in the balance sheet at fair value with  
gains or losses recognised in the income statement
company’s investments in subsidiaries 
the company recognises its investments in subsidiaries at cost the carrying value of investments is reviewed for impairment whenever 
events or changes in circumstances indicate the carrying value may not be recoverable
new standards and interpretations not applied
iasb and ifric have issued the following standards and interpretations
international accounting standards iasifrs’s     effective date
ifrs 1 first time adoption of international reporting standards    1 july 2009
ifrs 1 amendments to ifrs 1 – additional exemptions for firsttime adopters   1 january 2010
ifrs 1 amendments to ifrs 1 – limited exemption from comparative ifrs 7 disclosures   1 july 2010
ifrs 2 amendments to ifrs 2 – group cashsettled sharebased payment transactions   1 january 2010
ifrs 3 business combinations revised january 2008    1 july 2009
ifrs 9 financial instruments classification  measurement    1 january 2013
ias 24 related party disclosures revised     1 january 2011
ias 27 consolidated and separate financial statements revised january 2008   1 july 2009
ias 32 amendment to ias 32 classification of rights issues    1 february 2010
ias 39 eligible hedged items      1 july 2009
  improvements to ifrs issued april 2009     various dates
  improvements to ifrs issued may 2010     various dates
international financial reporting interpretations committee ifric     effective date
ifric 14 amendment prepayments of a minimum funding requirement   1 january 2011
ifric 17 distributions of noncash assets to owners    1 july 2009
ifric 18 transfer of assets from customers     1 july 2009
ifric 19 extinguishing financial liabilities with equity instruments    1 july 2010
 the effective dates stated here are those given in the original iasbifric standards and interpretations as the group prepares its financial 
statements in accordance with ifrs as adopted by the european union eu the application of new standards and interpretations will be 
subject to their having been endorsed for use in the eu via the eu endorsement mechanism in the majority of cases this will result in an 
effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the group’s 
discretion to adopt standards early
the group has not adopted ifrs 3 revised early and so will apply it prospectively to all business combinations on or after 1 april 2010 whilst it 
is not possible to estimate the outcome of adoption the key features of revised ifrs 3 include a requirement for acquisitionrelated costs to be 
expensed and not included in the purchase price and for contingent consideration to be recognised at fair value on the acquisition date with 
subsequent changes recognised in the income statement and not as a change to goodwill
the directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the group’s financial 
statements in the period of initial application 40
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
4 segment information
the group’s activities are in one business segment diagnostic testing kits which the directors consider to be its one operating segment 
there are no other significant classes of business either singularly or in aggregate accordingly the group’s segment reporting is by 
business segment this structure has been adopted as it is consistent with the group’s internal organisational and management structure 
and with its system of internal financial reporting to the chief operating decision maker codm the purposes of evaluating performance  
and making decisions about future allocations of resources 
     2010 2009 
     £ £
segment revenues     6198742 5438313
segment result – adjusted profit before tax    589511 540439
adjusted pbt is derived by taking headline profit before tax of £210k 2009 £267k and adding back ifrsrelated net discount charges 
of £92k 2009 £16k amortisation of intangible assets of £109k 2009 £99k sharebased payment charges of £178k 2009 £78k and 
exceptional cost of nil 2009 £80k
there are no unallocated expenses
     2010 2009 
     £ £
assets and liabilities
segment assets     8329285 7519584
unallocated assets     820596 741643
total assets     9149881 8261227
segment liabilities     862878 871725
unallocated liabilities     2637115 3024281
total liabilities     3499993 3896006
other segment information
segment capital expenditure     90485 134433
segment depreciation     102925 85484
segment amortisation of intangibles     108750 98750
segment impairment of trade receivables     525 455
segment sharebased payments     178375 77948
geographical information
the group’s geographical information is based on the location of its markets and customers sales to external customers disclosed in the 
geographical information are based on the geographical location of its customers the analysis of segment assets and capital expenditure 
is based on the geographical location of the assets 
     2010 2009 
     £ £
revenues
uk     861249 534157
eurozone     1953229 1952073
other europe     211271 197065
north america     307007 217156
southcentral america     327577 302162
asia and far east     1365977 1212651
africa and middle east     1172432 1023049
      6198742 5438313 41
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
4 segment information continued
     2010 2009 
     £ £
assets
uk     8329285 7519584
unallocated assets     820596 741643
total assets     9149881 8261227
liabilities
uk     862878 871725
unallocated liabilities     2637115 3024281
total liabilities     3499993 3896006
capital expenditure
uk     90485 134433
unallocated assets comprise cash income tax receivable and deferred taxation derivative financial instruments and professional fees 
incurred in respect of potential acquisitions unallocated liabilities comprise interestbearing loans borrowings other financial liabilities 
derivative financial instruments deferred taxation income tax payable
information about major customers
no single customer accounts for 10 or more of group revenues
5 finance costs
     2010 2009 
consolidated     £ £
interest payable on loans and bank overdrafts    35396 96120
exchange difference on loans     41978 188295
unwinding of discounts     31131 64583
fair value adjustment to acquisition     63826 57907
fair value adjustment to financial derivatives    2580 9871
finance leases     12114 11270
      97909 312232
6 taxation
     2010 2009 
consolidated     £ £
a income tax expense
current tax – current year     81193 59274
current tax – prior year adjustment     48016 8114
deferred tax – current year     9899 19293
deferred tax – prior year adjustment     20167 24601
tax charge for the year     22909 45852 42
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
6 taxation continued
     2010 2009 
consolidated     £ £
b reconciliation of total tax charge
factors affecting the tax charge for the year
profit before tax     210008 266893
effective rate of taxation     28 28
profit before tax multiplied by the effective rate of tax    58802 74730
effects of
expenses not deductible for tax purposes and permanent differences   50570 55495
transfers from previously unrecognised deferred tax asset    25767 16214
research and development tax credits     44047 35444
tax overprovided in prior years     68183 32715
tax charge for the year     22909 45852
7 revenue and expenses
     2010 2009 
consolidated     £ £
revenues
revenue – sales of goods     6198742 5438313
finance income     437 6157
total revenue     6199179 5444470
no revenue was derived from exchange of goods or services in either of the two years
     2010 2009 
consolidated     £ £
operating profit is stated after chargingcrediting
depreciation     102925 85484
amortisation of intangibles     108750 98750
net foreign exchange lossesgains     28146 94652
research and development costs     209747 226068
impairment of trade receivables     525 455
operating lease rentals     175242 174556
sharebased payments     178375 77948
auditors’ remuneration
– fees payable to the company’s auditors for the audit of the annual accounts   16000 15000
– fees payable to the company’s auditors for other services 
– taxation     17050 20950
– local statutory audit of subsidiaries     20000 17500
– local statutory audit of the parent company    3000 2500
– all other services     11500 7500
all research and development costs were charged directly to administration costs in the income statement 43
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
7 revenue and expenses continued
staff costs
the average monthly number of employees including directors was
     2010 2009 
consolidated     number number
operations     43 35
management and administration     21 21
employee numbers     64 56
their aggregate remuneration comprised
     2010 2009 
     £ £
wages and salaries     1751650 1423073
social security costs     168722 140265
pension costs     40962 45355
sharebased payments     178375 77948
      2139709 1686641
equitysettled sharebased payments
consolidated and company
the sharebased payment plans are described below 
emi option scheme and unapproved option scheme
the plans are equitysettled plans and the fair value is measured at the grant date under the above plans share options are granted to
directors and employees of the company the exercise price of the option is equal to the market price of the shares on the date of grant
the options vest one year after the date of grant and are not subject to any performance criteria
the fair value of the options is estimated at the grant date using the blackscholes pricing model taking into account the terms and
conditions upon which the instruments were granted
the contractual life of each option granted is ten years and there is no cash settlement alternative
second unapproved option scheme suos
the plan is an equitysettled plan and the fair value is measured at the grant date under the above plan share options may be granted to 
third parties for provision of services to the company the exercise price of the option is equal to the market price of the shares on the date 
of grant the options vest three years after the date of grant and are not subject to any performance criteria
the fair value of the options is estimated at the grant date using the blackscholes pricing model taking into account the terms and 
conditions upon which the instruments were granted
the contractual life of each option granted is ten years and there is no cash settlement alternative
under the emi option scheme 35000 options lapsed during the year and a further 35000 were granted under the suos 70000 options 
were granted in the year
the following table illustrates the number and weighted average exercise prices waep of and movements in share options during the year
   2010 2010 2009 2009 
   no waep no waep
outstanding 1 april   1833289 1900p – –
granted during the year under the emi option scheme  35000  2029p  1833289  1900p
granted during the year under the suos   70000 2800p – –
exercised during the year   – – – –
lapsed during the year under the emi option scheme  35000 1900p – –
outstanding at 31 march    1903289  –  1833289  –
exercisable at 31 march     1798289  1900p – – 44
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
7 revenue and expenses continued
the following table lists the inputs to the model used for the year ended 31 march 2010 and 31 march 2009
 emi option scheme and  
 unapproved option scheme 

 suos
   2010 2009 2010 2009
dividend yield   0 0 0 –
expected volatility   115 84 115 –
riskfree interest rate   2 2 2 –
weighted average remaining contractual life  87  97  97 –
weighted average share price   19p 19p 28p –
exercise price   19p 19p 28p –
model used   blackscholes blackscholes blackscholes blackscholes
the expected life of the options is based on management’s assumption of the options’ life due to the lack of any historical data on the 
exercise period of these options the assumption takes into account the experience of employees and directors and is not necessarily 
indicative of exercise patterns that may occur
the expected volatility reflects the assumption that historical volatility over a period similar to the life of the option is indicative of future trends 
which may not necessarily be the actual outcome 
directors’ remuneration
     2010 2009 
consolidated     £ £
fees     45000 50462
emoluments     281898 215000
      326898 265462
contributions to personal pension     12845 13458
      339743 278920
members of a defined contribution pension scheme at the year end   3 2
     2010 2009 
company     £ £
fees     45000 50462
emoluments     281898 215000
      326898 265462
information in respect of individual director’s emoluments is provided in the directors’ remuneration report on pages 22 and 23 45
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
8 acquisition of subsidiaries
on 28 september 2009 the group acquired 100 of the voting shares of cotek south west ltd an unlisted company in devon uk 
cotek is a manufacturer of stained bacterial suspensions for the diagnosis of bacterial diseases including typhoid brucellosis and rickettsia 
the acquisition was accounted for using the purchase method of accounting and the consolidated financial statements includes the results 
for the sixmonth period from acquisition date there was no trading in the two days between the acquisition date and 30 september 2009 
the fair values of the identifiable assets and liabilities of cotek as at the date of acquisition were
    cotek fair value 
    book value adjustments total 
    £ £ £
     
intangible assets    – 100000 100000
property plant and equipment    50310 – 50310
inventories    3000 – 3000
trade and other receivables    66895 – 66895
cash and cash equivalents    1554 – 1554
trade and other payables    16079 – 16079
income tax payable    27780 – 27780
deferred tax liability    1908 28000 29908
net assets    75992 72000 147992
goodwill on acquisition      332986
       480978
fair value of consideration      400000
acquisition costs      80978
       480978
     
cost of the acquisition     
the total acquisition cost of £480978 for cotek comprised a cash payment of £400000 and acquisition costs amounting to £80978
funding
to fund the cost of the acquisition the group raised £1000000 before expenses of £80807 via the placing of 5000000 new ordinary 
shares at a price of 20p per share 
cash outflow on acquisition
     2010 2009 
     £ £
net cash acquired with cotek     1554 –
acquisition costs     80978 –
cash paid     400000 –
deferred cash payment     – 61634
contingent consideration payments     101275 105837
net cash outflow     580699 167471 46
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
8 acquisition of subsidiaries continued
goodwill
the acquisition of cotek resulted in goodwill of £332986 this goodwill represents the advantages and synergies which are expected  
to be derived from combining the cotek business with the following elements of the omega business
the additional economic benefit that is expected to be derived from additional revenues of omegabranded products from its existing •	
distribution network
the omega customer relationships which already exist for its micropath range •	
strength of existing omega management team in diagnosticrelated acquisitions •	
existing sales  marketing personnel within omega •	
from the date of acquisition cotek has contributed a loss of £1183 to the group profit for the year following the acquisition negotiations 
with cotek’s one main customer continued for a period of time which eventually resulted in securing a threeyear supply agreement in may 
2010 during the period from acquisition to 31 march 2010 supplies to the customer were lower than normal during the negotiation phase 
but the signed agreement now guarantees minimum revenue over the full threeyear period of not less than £480000 the loss of £1183 is 
before internal management charges which are reallocated to subsidiaries to reflect their share of group costs and management time spent 
on specific projects the combined revenue and profit before tax for the group assuming cotek had been acquired at the start of the 
period would have been £6303993 and £242026 respectively
the contingent consideration payment amounting to £101275 2009 £105837 was the final earnout payment with respect to the 
acquisition of genesiscns the earnout accrued at 7 of sales of relevant products over a threeyear period from 1 november 2006  
to 31 october 2009
9 intangibles
    technology customer 
   goodwill assets relationship total 
consolidated   £ £ £ £
cost  
at 31 march 2008   3194351 1975000 – 5169351
adjustment related to contingent consideration  133297 – – 133297
at 31 march 2009   3061054 1975000 – 5036054
on acquisition   332986 – 100000 432986
adjustment related to contingent consideration  44162 – – 44162
at 31 march 2010   3349878 1975000 100000 5424878
accumulated amortisation and impairment
at 31 march 2008   – 57604 – 57604
amortisation charge in the year   – 98750 – 98750
at 31 march 2009   – 156354 – 156354
amortisation charge in the year   – 98750 10000 108750
at 31 march 2010   – 255104 10000 265104
net book value   
31 march 2010   3349878 1719896 90000 5159774
31 march 2009   3061054 1818646 – 4879700
31 march 2008   3194351 1917396 – 5111747
impairment testing of goodwill     
the group tests goodwill annually for impairment or more frequently if there are indicators of impairment the carrying amount of goodwill  
is indicated in the table above the net book value of goodwill above for genesiscns amounts to £3016892 2009 £3061054 and for 
cotek to £332986 2009 £nil
the recoverable amount of genesiscns and cotek has been determined based on a value in use calculation using cash flow projections 
based on the financial budget approved by the board covering the period to 31 march 2011 the key assumptions used in the budget for 
genesiscns are the sales projections which are predicated on the continued success of the genarrayt™ and food detective™ assays  47
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
9 intangibles continued
being commercialised on an international basis and the gross margins which can be achieved from the sales of these products the key 
assumption used in the budget for cotek is the growth in sales of the company’s micropath™ range of products where increased volumes 
are dependent upon having accessed a lower manufacturing cost through the acquisition of cotek itself  in both cases the company also 
makes assumptions in regard to having sufficient production personnel to cope with increased volumes the discount rate applied to cash 
flows is 11 reflecting the pretax weighted average cost of capital wacc for the group which takes account of other risks specific to the 
business such as currency risk and price risk the wacc is the weighted average cost of pretax cost of debt financing and the pretax cost 
of equity financing cash flows beyond the budget period are extrapolated for genesiscns over the next 4 years and cotek over the next 
6 years using a growth rate of 7 that equates to the current growth rate in the ivd industry thereafter a nil growth rate has been assumed 
for prudence as a result there has been no impairment to the carrying value of goodwill
sensitivity analysis
base forecasts show headroom of £116m above carrying value for genesiscns and headroom of £48000 above carrying value for 
cotek sensitivity analysis has been undertaken to assess the impact of any reasonably possible change in key assumptions if the growth 
rate were to drop from 7 to 6 this would have the effect of reducing the headroom in genesiscns by £105000 over 5 years and in 
cotek by £15000 over 7 years
for genesiscns the wacc would have to increase to 199 or the growth rate would have to be a decline of 53 for the headroom to 
reduce to nil
for cotek the wacc would have to increase to 159 or the growth rate would have to reduce to 38 for the headroom to reduce to nil
the adjustment relating to the contingent consideration amounting to £44162 results from a reassessment of the genesiscns earnout 
this is further analysed in note 20 other than the adjustment above there has been no impairment to the carrying value of goodwill
10 property plant and equipment
   leasehold plant and motor 
   improvements machinery vehicles total 
consolidated   £ £ £ £
cost
at 1 april 2008   130200 1329319 28647 1488166
additions   – 134433 – 134433
disposals   – 398 10479 10877
at 31 march 2009   130200 1463354 18168 1611722
additions   20244 70241 – 90485
acquisitions   – 50310 – 50310
disposals   – 16292 18168 34460
at 31 march 2010   150444 1567613 – 1718057
 
accumulated amortisation and impairment     
at 1 april 2008   52610 824402 18507 895519
charge in the year   13020 69810 2654 85484
disposals   – 391 8336 8727
at 31 march 2009   65630 893821 12825 972276
charge in the year   14295 86563 2067 102925
disposals   – 15155 14892 30047
at 31 march 2010   79925 965229 – 1045154
net book value
31 march 2010   70519 602384 – 672903
31 march 2009   64570 569533 5343 639446
31 march 2008   77590 504917 10140 592647
the net book value of plant and machinery held under finance leases at 31 march 2010 is £225565 2009 £280671 48
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
11 inventories
     2010 2009 
     £ £
raw materials     539685 527509
work in progress     151810 121135
finished goods and goods for resale     122849 113736
      814344 762380
12 trade and other receivables
     2010 2009 
consolidated     £ £
trade receivables     1527928 1070348
prepayments and other receivables     154335 184615
      1682263 1254963
the directors consider that the carrying amount of trade receivables and other receivables approximates their fair value
     2010 2009 
company     £ £
prepayments and other receivables     39449 42852
due from subsidiary companies     1338548 743419
      1377997 786271
analysis of trade receivables
     2010 2009 
consolidated     £ £
neither impaired nor past due     1076588 838042
past due but not impaired     451340 232306
     2010 2009 
company     £ £
neither impaired nor past due     1338548 743419
ageing of past due but not impaired trade receivables
     2010 2009 
consolidated     £ £
up to 3 months     377461 202732
between 3 and 6 months     51808 23935
more than 6 months     22071 5639
the directors consider that the carrying amount of trade receivables and other receivables approximates their fair value
the credit quality of trade receivables that are neither past due nor impaired is assessed internally with reference to historical information 
relating to counterparty default rates 49
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
13 interestbearing loans and borrowings and financial instruments
     2010 2009 
consolidated     £ £
current
bank loans     280890 290710
obligations under finance leases     62795 81594
      343685 372304
noncurrent
bank loans     421335 726776
obligations under finance leases     73391 136322
other loans     1098765 1012165
      1593491 1875263
bank loans comprise the following
£702225 variable rate loan 2012 base rate  20 2009 base rate 20   702225 1017486
      702225 1017486
less current instalments     280890 290710
      421335 726776
the group uses finance leases and hire purchase contracts to acquire plant and machinery these leases have terms of renewal but no 
purchase options and escalation clauses renewals are at the option of the lessee future minimum payments under finance leases and hire 
purchase contracts are as follows
     2010 2009 
     £ £
future minimum payments due
    
not later than one year     70113 93807
after one year but not more than five years    76909 147223
      147022 241030
less finance charges allocated to future periods    10836 23114
present value of minimum lease payments    136186 217916
the present value of minimum lease payments is analysed as follows
not later than one year     62795 81594
after one year but not more than five years    73391 136322
      136186 217916
     2010 2009 
consolidated     £ £
other loans comprise the following
vendor loan – 2014 base rate     1098765 1012165
      1098765 1012165
the term loans are secured by a floating charge over the assets of the group cross guarantees between omega diagnostics group plc 
omega diagnostics limited genesis diagnostics limited and cambridge nutritional sciences limited are in place and omega diagnostics 
group plc has given the bank of scotland a debenture secured over the assets of the company two directors have also provided personal 
guarantees of £100000 in support of the term loan 50
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
13 interestbearing loans and borrowings and financial instruments continued
there are two bank of scotland term loans of £300000 2009 £420000 and us611100 2009 us855540 repayable in equal monthly 
instalments of £10000 and us20370 both with a maturity date of 4 september 2012 
     2010 2009 
company     £ £
current
bank loans     280890 290710
      280890 290710
noncurrent
bank loans     421335 726776
other loans     1098765 1012165
      1520100 1738941
bank loans comprise the following
£702225 variable rate loan 2012 base rate  20 2009 base rate 20   702225 1017486
      702225 1017486
less current instalments     280890 290710
      421335 726776
     2010 2009 
company     £ £
other loans comprise the following
vendor loan – 2014 base rate     1098765 1012165
      1098765 1012165
14 trade and other payables
     2010 2009 
consolidated     £ £
trade payables     608136 667967
social security costs     52737 42582
accruals and other payables     202005 161176
      862878 871725
trade payables and other payables comprise amounts outstanding for trade purchases and ongoing costs the directors consider that the 
carrying amount of trade payables approximates their fair value
     2010 2009 
company     £ £
trade payables     38748 91885
accruals and other payables     63331 67718
due to subsidiary companies     337086 396875
      439165 556478
trade payables and other payables comprise amounts outstanding for trade purchases and ongoing costs the directors consider that the 
carrying amount of trade payables approximates their fair value 51
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
15 deferred taxation
the deferred tax asset is made up as follows
     2010 2009 
consolidated     £ £
decelerated capital allowances     14009 18228
temporary differences     7483 23061
tax losses carried forward     74582 66241
      96074 107530
     2010 2009 
company     £ £
tax losses carried forward     – –
temporary differences     – 16214
      – 16214
a deferred tax asset has been recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable 
profits will be available against which the unused tax losses can be utilised
the deferred tax liability is made up as follows
     2010 2009 
consolidated     £ £
fair value adjustments on acquisition     571332 564481
accelerated capital allowances     11917 10584
      583249 575065
16 share capital
     2010 2009 
company     number number
authorised share capital     
ordinary shares of 4 pence each     77500000 77500000
deferred shares of 09 pence each     600000000 600000000
issued and fully paid share capital 
at the beginning of the year     15632907 14875694
     
issued during the year     5000000 757213
at the end of the year     20632907 15632907 52
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
16 share capital continued
     2010 2009 
     £ £
shares allotted for cash     
aggregate nominal value     200000 –
share premium     800000 –
expense of issue     80807 –
consideration received     919193 –
shares allotted for noncash consideration     
aggregate nominal value     – 30289
share premium     – 575482
increase in issued capital     – 605771
     2010 2009 
consolidated     number number
     
issued and fully paid share capital     
at the beginning of the year     15632907 14875694
     
issued during the year     5000000 757213
at the end of the year     20632907 15632907
     2010 2009 
     £ £
shares allotted for cash     
aggregate nominal value     200000 –
share premium     800000 –
expense of issue     80807 –
consideration received     919193 –
     
shares allotted for noncash consideration     
aggregate nominal value     – 30289
share premium     – 575482
increase in issued capital     – 605771
on 28 september 2009 the company issued 5000000 ordinary shares of 4p each at a price of 20p per share the costs involved in the 
share issue were £80807
the company granted warrants to those shareholders in quintessentially english plc on the register just prior to the reverse transaction  
in 2006 these warrants entitled those shareholders to subscribe for a total of 139710 new ordinary shares the warrants had an exercise 
price of 80p per share and an expiry date of 19 september 2009 none of the warrants were exercised
during the year to 31 march 2009 the company granted options over 1833289 ordinary shares at an exercise price of 19p per share  
the options will expire if not exercised within ten years of the date of grant
additional shares were issued in the financial year 2009 to the original shareholders of omega diagnostics limited in settlement of the 
earnout of £605771 the number of new ordinary shares issued was 757213 53
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
17 commitments and contingencies
operating lease commitments
future minimum rentals payable under noncancellable operating leases are as follows
     2010 2009 
consolidated     £ £
land and buildings
within 1 year     163374 163374
within 2 to 5 years     211186 374559
other
within 1 year     11869 10599
within 2 to 5 years     26265 22311
after 5 years     – –
land and buildings leases in force for omega diagnostics ltd premises extend to june 2011 at which point they may be renegotiated  
the land and buildings leases in force for the premises of genesis diagnostics ltd and cambridge nutritional sciences extend to  
march 2013 at which point they may be renegotiated
other leases are in force for office equipment items and extend to time periods ranging from june 2011 to may 2014 the leases may be 
extended at the expiry of their term
performance bonds
the group has performance bonds and guarantees in place amounting to £30000 at 31 march 2010 2009 £30000 
18 related party transactions
remuneration of key personnel
the remuneration of the directors who are the key management personnel of omega diagnostics group plc is set out below in aggregate 
for each of the categories specified in ias 24 related party disclosures
     2010 2009 
     £ £
shortterm employee benefits     326898 265462
sharebased payments     153002 66468
postemployment benefits     12845 13458
      492745 345388
included within shortterm employee benefits are amounts paid to mba consultancy of £25000 2009 £25000 a company controlled by 
david evans and £15000 2009 £16250 to alberdale catalyst ltd and £5000 2009 £nil to holdmer associates ltd two companies 
controlled by michael gurner
other related party transactions
during the year there have been transactions between the parent company omega diagnostics limited genesis diagnostics limited  
cambridge nutritional sciences and cotek south west limited largely relating to payment of fees the amounts outstanding at the year 
end are as follows
  odg odl genesis cns cotek 
at 31 march 2010  £ £ £ £ £
omega diagnostics group plc entity  – 1016639 309690 337086 12219
omega diagnostics limited  1016639 – 77639 889 9458
genesis diagnostics limited  309690 77639 – 462581 –
cambridge nutritional sciences limited  337086 889 462581 – –
cotek south west limited  12219 9458 – – – 54
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
18 related party transactions continued
  odg odl genesis cns cotek 
at 31 march 2009  £ £ £ £ £
omega diagnostics group plc entity  – 743419 187660 209215 –
omega diagnostics limited  743419 – 59394 7163 –
genesis diagnostics limited  187660 59394 – 96035 –
cambridge nutritional sciences limited  209215 7163 96035 – –
cotek south west limited  – – – – –
during the year there were transactions between the company and its subsidiaries as follows    
     2010 2009 
     £ £
    
balance at 1 april     346544 560515 
    
charges to subsidiary companies     1190833 959658 
charges from subsidiary companies     511886 290286
transfers of cash to subsidiary companies    821000 802509 
transfers of cash from subsidiary companies    845030 1685851
balance at 31 march 2010     1001461 346544
related party transactions in connection with the aborted transaction are disclosed in note 19 below there were no balances outstanding 
at the year end note 13 discloses personal guarantees made by two of the directors in support of the bank term loan under the omega 
earnout see note 16 two of the directors were issued with 420567 ordinary shares in the company with a market value of £127222 at  
the time of issue
19 exceptional items
exceptional administration costs
during the year to 31 march 2010 there were no exceptional administration costs during the year to 31 march 2009 the company  
was involved in the planned acquisition of another company which required the company to raise new funds to complete the acquisition  
the funding environment deteriorated throughout the process due to the turmoil in worldwide financial markets and in early november  
the company concluded that due to these challenging circumstances it was not possible to raise sufficient funds to complete the transaction 
the company incurred costs of £265920 in connection with the aborted transaction but it was able to significantly reduce the impact of these 
costs to 30 of the total by obtaining indemnities from third parties for 70 of these costs among these third parties were dr mike walker and 
david evans who agreed to cover 30 and 10 of the costs respectively under an agreement entered into on 3 september 2008 as a result 
the financial impact of the aborted transaction to the company was limited to £80301 due to the oneoff nature and value of these costs they 
are separately disclosed and treated as an exceptional item in the income statement so that they do not impact on the results from normal 
trading operations 55
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
20 other financial liabilities
 
consolidated and company      £
as at 1 april 2008       935312
fair value adjustment to genesiscns earnout through finance costs     41173
fair value adjustment to genesiscns earnout through goodwill     133296
genesiscns earnout paid in year       105837
shares allotted for noncash consideration to settle omega earnout    605772
as at 31 march 2009       131580
     
as at 1 april 2009      131580
fair value adjustment to genesiscns earnout through finance costs    13857
fair value adjustment to genesiscns earnout through goodwill    44162
genesiscns earnout paid in year      101275
as at 31 march 2010      –
the earnout relating to genesiscns amounting to £131580 in 2009 was contained within current financial liabilities
21 investments
company
the company’s investments in subsidiaries which are all 100 owned are comprised of the following
     2010 2009 
     £ £
investment in omega diagnostics limited    1752884 1752884
investment in genesis diagnostics limited    1815623 1845065
investment in cambridge nutritional sciences limited    4063553 4078274
investment in cotek south west limited    480978 –
investment in bealaw 692 limited     1 1
investment in bealaw 693 limited     1 1
      8113040 7676225
the movement in the cost of the investment in genesis diagnostics ltd of £29442 reflects the change to the earnout calculation under ifrs 3
the movement in the cost of the investment in cambridge nutritional sciences ltd of £14721 reflects the change to the earnout calculation 
under ifrs 3 bealaw 692 limited and bealaw 693 limited are both dormant companies which have never traded 56
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
22 earnings per share
basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the group by the weighted 
average number of ordinary shares outstanding during the year
diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the group by the weighted 
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued 
on the conversion of all the dilutive potential ordinary shares into ordinary shares diluting events are excluded from the calculation when the 
average market price of ordinary shares is lower than the exercise price 
     2010 2009 
     £ £
net profit attributable to equity holders of the group    187099 221041
     2010 2009 
     number number
basic average number of shares     18153455 15356991
share options     471581 –
diluted weighted average number of shares    18625036 15356991
earnings per share before exceptional items
the group presents as exceptional items on the face of the income statement those material items of income and expense which because 
of the nature and the expected infrequency of the events giving rise to them merit separate presentation to allow shareholders to understand 
better the elements of financial performance in the year so as to facilitate comparison with prior periods and to assess better trends in 
financial performance
to this end basic and diluted earnings per share are also presented on this basis using both the basic and diluted weighted average number 
of ordinary shares
net profit before exceptional items attributable to equity holders of the group is derived as follows
     2010 2009 
     £ £
net profit attributable to equity holders of the group    187099 221041
exceptional items     – 80301
profit before exceptional items attributable to equity holders of the group   187099 301342
23 financial risk management objectives and policies
the group’s principal financial instruments comprise loans finance leases and cash the main purpose of these financial instruments is  
to manage the group’s funding and liquidity requirements the group has other financial instruments such as trade receivables and trade 
payables which arise directly from its operations the principal financial risks to which the group is exposed are those relating to foreign 
currency credit liquidity and interest rate these risks are managed in accordance with boardapproved policies
foreign currency risk
the group buys and sells goods and services in currencies other than the functional currency of its operations the group has us dollar 
and euro denominated bank accounts where possible the group will offset currency exposure where purchases and sales can be made 
from these foreign currency bank accounts the group’s nonsterling revenues profits assets liabilities and cash flows can be affected by 
movements in exchange rates it is group policy not to engage in any speculative transaction of any kind at 31 march 2010 and 31 march 
2009 the group has not entered into any hedge transactions 57
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
23 financial risk management objectives and policies continued
the following table demonstrates the sensitivity to a possible change in currency rates on the group’s profit before tax through the impact  
of sterling weakening against the us dollar the euro and the canadian dollar
      effect on 
      profit before tax 
     decrease in and equity 
     currency rate £
2010
trade and other receivables     5 33635
trade and other payables     5 8593
cash and cash equivalents     5 10519
bank loans     5 21170
2009     
trade and other receivables     5 15626
trade and other payables     5 7510
cash and cash equivalents     5 16452
bank loans     5 31447
an increase in currency rate of 5 would have a similar opposite effect the sensitivity around bank loans above represents the entire impact 
on the company’s profit before tax and equity
credit risk
the group’s credit risk is primarily attributable to its trade receivables the group conducts its operations in many countries so there is no 
concentration of risk in any one area in most cases the group grants credit without security to its customers credit worthiness checks  
are undertaken before entering into contracts with new customers and credit limits are set as appropriate the amounts presented in the 
balance sheet are net of allowance for doubtful receivables an allowance for impairment is made where there is an identifiable loss event 
which based on previous experience is evidence of a reduction in the recoverability of cash flows
capital management
an explanation of the group’s capital management process and objectives is set out in the capital management section on page 17 of the 
financial review
liquidity risk
the group’s objective is to maintain a balance between continuity of funding and flexibility of working capital arrangements through the use 
of bank loans the group also maintains its available financial assets to ensure continued liquidity 58
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
23 financial risk management objectives and policies continued
the table below summarises the maturity profile of the group’s financial liabilities at 31 march 2010 based on the undiscounted cash flows of 
liabilities based on the earliest date on which the group can be required to pay 
  less than 3 to 12 1 to 5 more than 
  3 months months years 5 years total 
consolidated  £ £ £ £ £
2010     
trade and other payables  616258 – – – 616258
obligations under finance leases  20242 49871 76909 – 147022
bank loans  74101 219864 428514 – 722479
vendor loan  – – 1200168 – 1200168
   710601 269735 1705591 – 2685927
2009 
trade and other payables  691078 – – – 691078
obligations under finance leases  24468 69339 147223 – 241030
bank loans  78784 233686 749135 – 1061605
vendor loan  – – 733334 478337 1211671
   794330 303025 1629692 478337 3205384
the table below summarises the maturity profile of the company’s financial liabilities at 31 march 2010 based on the undiscounted cash 
flows of liabilities based on the earliest date on which the company can be required to pay     
      
  less than 3 to 12 1 to 5 more than 
  3 months months years 5 years total 
company  £ £ £ £ £
     
2010      
trade and other payables  375835 – – – 375835
bank loans  74101 219864 428514 – 722479
vendor loan  – – 1200168 – 1200168
   449936 219864 1628682 – 2298482
 
2009      
trade and other payables  488760 – – – 488760
bank loans  78784 233686 749135 – 1061605
vendor loan  – – 733334 478337 1211671
   567544 233686 1482469 478337 2762036
interest rate risk
all of the group’s borrowings are at variable rates of interest the group has an exposure to interest rate risk on changes in us dollar and 
sterling interest rates to manage the interest rate risk the group has taken out interest rate hedge instruments relative to the two bank loans 
which will be repaid by september 2012 the change in fair value of these interest rate hedge instruments has been taken to the income 
statement in full 59
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
23 financial risk management objectives and policies continued
the following table demonstrates the sensitivity to a possible change in interest rates on the group’s profit before tax through the impact  
on floating rate borrowings and cash balances
      effect on 
      profit before tax 
     increase in and equity 
consolidated     basis points £
2010     
cash and cash equivalents     25 1614
bank loans     25 2150
vendor loan     25 2750
2009     
cash and cash equivalents     25 1406
bank loans     25 2639
vendor loan     25 2750
the following table demonstrates the sensitivity to a possible change in interest rates on the company’s profit before tax through the impact 
on floating rate borrowings and cash balances      
      effect on 
      profit before tax 
     increase in and equity 
company     basis points £
2010     
cash and cash equivalents     25 159
bank loans     25 2150
vendor loan     25 2750
2009     
cash and cash equivalents     25 240
bank loans     25 2639
vendor loan     25 2750
      
fair values 
the carrying amount for all categories of financial assets and liabilities disclosed on the balance sheet and in the related notes to the 
accounts is equal to the fair value of such assets and liabilities as at both 31 march 2010 and 31 march 2009 the monetary value 
attributable to these financial assets and liabilities is the same value that has been disclosed in the related notes to the accounts
the valuation methods used to fair value the financial assets and liabilities have been disclosed in note 3 of the notes to the financial 
statements under the heading of financial instruments
the carrying amount recorded in the balance sheet of each financial asset as at 31 march 2010 and 31 march 2009 including derivative 
financial instruments represent the group’s maximum exposure to credit risk 60
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notes to the financial statements
continued
23 financial risk management objectives and policies continued
derivative financial instruments
the group uses the following hierarchy for determining and disclosing the fair value of instruments by valuation technique
level 1 quoted unadjusted prices in active markets for identical assets or liabilities
level 2  other techniques for which all inputs which have a significant effect on the recorded fair value are observable either directly  
or indirectly and
level 3  techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable 
market data
the fair value of the financial derivatives detailed below have been valued using the hierarchy above and have been categorised as level 2
     2010 2009 
consolidated and company     £ £
included in noncurrent assets
interest rate instruments     196 599
included in noncurrent liabilities
interest rate instruments     7717 10700
the derivative financial instruments comprise
a an interest rate cap of 55 the floating rate option being bank of england daily base rate
b an interest cap and floor of 50 and 225 respectively the floating option rate being usdlibor
the group does not hold or issue derivatives for speculative or trading purposes 61
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notice of annual general meeting
notice is hereby given that the annual general meeting of the company will be held at the offices of the company omega house  
hillfoots business village alva fk12 5dq on 19 august 2010 at 11am for the following purposes
ordinary business
1 to receive the reports of the directors and the auditors and the audited accounts for the year ended 31 march 2010
2  to reappoint ernst  young llp as auditors of the company to hold office until the conclusion of the next general meeting at which 
accounts are laid before the company and that their remuneration be fixed by the directors
3 to reelect mr andrew shepherd as a director of the company
4 to elect mr geoff gower as a director of the company
5 that in accordance with section 551 of the companies act 2006 the directors be generally and unconditionally authorised to allot shares 
in the company or grant rights to subscribe for or to convert any security into shares in the company “rights” up to an aggregate 
nominal amount of £41265812 provided that this authority shall unless renewed varied or revoked by the company expire on the 
conclusion of the next annual general meeting of the company save that the company may before such expiry make an offer or 
agreement which would or might require shares to be allotted or rights to be granted and the directors may allot shares or grant rights  
in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired this authority is in 
substitution for all previous authorities conferred on the directors in accordance with section 80 of the companies act 1985 or section 
551 of the companies act 2006 but without prejudice to any allotment already made or to be made pursuant to such authority
special business
resolutions 6 and 7 are proposed as special resolutions
6 that conditional on the passing of resolution 5 above and in accordance with section 570 of the companies act 2006 the directors be 
generally empowered to allot equity securities as defined in section 560 of the companies act 2006 pursuant to the authority conferred by 
resolution 5 as if section 5611 of the companies act 2006 did not apply to any such allotment provided that this power shall be limited to
61 the allotment of equity securities in connection with an issue in favour of the holders of ordinary shares where the equity 
securities respectively attributable to the interests of all holders of ordinary shares are proportionate as nearly as may be to the 
respective number of ordinary shares held by them but subject to such exclusions or arrangements as the directors may deem 
necessary or expedient to deal with fractional entitlements arising or any legal or practical problems under the laws of any 
overseas territory or the requirements of any regulatory body or stock exchange and
62 the allotment of equity securities otherwise than pursuant to sub paragraph 61 above up to an aggregate nominal amount  
of £16379744
 and provided that this power shall expire on conclusion of the next annual general meeting of the company save that the company may 
before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the 
directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this 
resolution has expired
7  that the draft regulations produced to the meeting and for the purposes of identification initialled by the chairman be adopted as the 
articles of association of the company in substitution for and to the exclusion of the existing articles of association including the relevant 
provisions of the memorandum of association that would otherwise be treated as provisions of the articles under section 28 of the 
companies act 2006
by order of the board
kieron harbinson
company secretary
15 july 2010 62
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
notice of annual general meeting
continued
notes
1  a member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to exercise all  
or any of your rights to attend speak and vote at the meeting you may appoint more than one proxy provided each proxy is 
appointed to exercise rights attached to different shares a proxy need not be a member of the company
2  a form of proxy is enclosed to be effective it must be deposited at the office of the company’s registrars share registrars limited 
suite e first floor 9 lion and lamb yard west street farnham surrey gu9 7ll so as to be received not later than 48 hours before  
the time appointed for holding the annual general meeting completion of the proxy does not preclude a member from subsequently 
attending and voting at the meeting in person if he or she so wishes
3  copies of contracts of service of directors with the company or with any of its subsidiary undertakings will be available for inspection 
at the registered office of the company during normal business hours saturdays and public holidays excepted from the date of this 
notice until the conclusion of the agm
4  in accordance with regulation 41 of the uncertificated securities regulations 2001 only those members entered on the company’s 
register of members not later than 17 august 2010 or if the meeting is adjourned shareholders entered on the company’s register of 
members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting
registered in england and wales number 5017761
wwwomegadiagnosticscom
omega diagnostics group plc
omega house
hillfoots business village
alva fk12 5dq
scotland
united kingdom
tel 44 01259 763030 
fax 44 01259 761853 63
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
explanatory note to the companies act 2006 aspects of the changes to the 
proposed new articles of association 
1 resolution 7 is a special resolution to adopt amended articles of association of the company “articles” a copy of the proposed 
amended articles showing all the changes to the current articles is available on request from the company secretary and will be 
available at the meeting
2 background to the changes
21 company law has recently been overhauled by the companies act 2006 “the 2006 act”  the 2006 act has been coming into 
force in stages and the final provisions came into force on 1 october 2009 a number of provisions of the current articles are 
inconsistent with the 2006 act or are redundant because of the changes made by the 2006 act  the board is recommending 
that the opportunity is taken for a resolution to be put to the agm to adopt amended articles to bring them into line with the 
2006 act and to update statutory references 
22 the principal changes proposed to be introduced by the amended articles are summarised in paragraphs 3 to 15 below   
minor changes which merely reflect changes made by the 2006 act have not been noted 
3 authorised share capital 
31 the 2006 act abolishes the requirement for a company to have an authorised share capital  directors will still be limited as  
to the number of shares they can at any time allot because allotment authority continues to be required under the 2006 act 
save in respect of employee share schemes 
32 the effect of this resolution will be to remove the company’s authorised share capital and the proposed amended articles 
reflect this  
4 redeemable shares 
 under the companies act 1985 if a company wished to issue redeemable shares it had to include in its articles the terms and 
manner of redemption the 2006 act enables directors to determine such matters instead provided they are so authorised by the 
articles the proposed new article 5 contains such an authorisation the company has no plans to issue redeemable shares but  
if it did so the directors would need shareholders’ authority to issue new shares in the usual way 
5 suspension of registration of share transfers 
 the current articles permit the directors to suspend the registration of transfers under the 2006 act share transfers must be 
registered as soon as practicable the power in the articles to suspend the registration of transfers is inconsistent with this 
requirement accordingly this power does not appear in the proposed amended articles 
6 authority to purchase own shares consolidate and subdivide shares and reduce share capital 
 under the companies act 1985 a company required specific enabling provisions in its articles to purchase its own shares to 
consolidate or subdivide its shares and to reduce its share capital or other undistributable reserves as well as shareholder authority  
to undertake the relevant action the articles in their current form include these enabling provisions under the 2006 act a company 
will only require shareholder authority to do any of these things and it will no longer be necessary for articles to contain enabling 
provisions accordingly the proposed amended articles do not contain the relevant enabling provisions 
7 meetings and resolutions
71 meetings other than annual general meetings are termed “general meetings” under the 2006 act rather than extraordinary 
general meetings the 2006 act does not provide for extraordinary resolutions or elective resolutions  
72 the proposed amended articles contain updated references accordingly and where applicable will replace references to 
extraordinary resolutions with references to special resolutions
8 voting by proxies on a show of hands 
 the companies shareholders’ rights regulations 2009 amended the 2006 act so that it now provides that each proxy appointed by 
a member has one vote on a show of hands unless the proxy is appointed by more than one member in which case the proxy has one 
vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more 
members to vote against the resolution the proposed amended articles reflect these changes
9 voting by corporate representatives 
 the companies shareholders’ rights regulations 2009 amended the 2006 act to enable multiple representatives appointed by the 
same corporate member to vote in different ways on a show of hands and on a poll the proposed amended articles reflect this position
10 memorandum of association
101 the 2006 act significantly reduces the constitutional significance of a company’s memorandum it provides that a memorandum 
will record only the names of subscribers and the number of shares each subscriber has agreed to take in the company  
under the 2006 act the objects clause and all other provisions which are contained in a company’s memorandum for existing 
companies at 1 october 2009 are deemed to be contained in the company’s articles of association
102 the effect of this resolution will be to remove all the provisions of the company’s memorandum of association which are 
deemed to be contained in the articles  references to the company’s memorandum of association have been removed from 
the proposed amended articles where appropriate 64
financial statements annual report and accounts 2010
wwwomegadiagnosticscom
explanatory note to the companies act 2006 aspects of the changes to the 
proposed new articles of association continued
11 vacation of office by directors 
111  there is no longer a requirement for a director of a public company to retire when reaching the age of 70  the proposed 
amended articles do not contain a reference to retirement by reason of age 
112  the articles specify the circumstances in which a director must vacate office the changes in the proposed amended articles 
update these provisions to reflect the approach taken on mental and physical incapacity in the model articles for public 
companies produced by the department for business innovation and skills 
12 directors’ conflicts of interest
121 the proposed amended articles contain updated provisions dealing with directors’ conflicts of interest in line with the 2006 act
122  the 2006 act distinguishes between the interest of a director in a transaction or arrangement with the company “transactional 
conflict” and an interest or duty of the director which conflicts or possibly may conflict with his duty to the company 
“situational conflict”
123 transactional conflicts
1231 the 2006 act requires the director to declare the nature and extent of his interest to the rest of the board  whether or 
not the director can count towards the quorum and vote on the transaction or arrangement depends on the company’s 
articles of association
1232 the current articles provide that a director with a transactional conflict – if the director’s interest is “material” – cannot 
count towards the quorum or vote on the matter except in certain limited circumstances  
1233 the proposed amended articles update the 2006 act’s requirement to declare the nature and extent of the interest but 
continue to exclude the director from the quorum and voting on the relevant resolution except in specified circumstances
124 situational conflicts
 directors are under a duty to avoid situational conflicts  the 2006 act provides that the board of directors can authorise 
situational conflicts provided certain conditions and safeguards are met  for example the director seeking authorisation of  
the conflict cannot count towards the quorum or vote when the board decides whether or not to authorise it the proposed 
amended articles expressly provide that the board of the company will have the power under the 2006 act to authorise 
directors’ situational conflicts
13 use of seals 
 the 2006 act includes a more flexible regime for execution of documents companies are no longer required to have a common seal 
and share certificates can be executed other than under seal  the proposed amended articles reflect this   
14 electronic communications
 the 2006 act makes it easier for companies and their shareholders to communicate with each other by electronic communication 
the proposed amendments to the articles would enable the company to send notices and other communications by email to 
shareholders who have agreed to receive such communications in this manner 
15  indemnity
 the 2006 act does not provide for auditors to be indemnified out of the company’s assets  the proposed amended articles reflect this overview 
1 the highlights of 2010
2 our markets
9 our strategy
10 chairman’s statement
 
business review 
12 chief executive’s review
16 financial review
18 board of directors
 
governance 
20 directors’ report
22 directors’ remuneration report
24 corporate governance report
26 statement of directors’ responsibilities
 
audit report 
27 independent auditor’s report to the members 
 of omega diagnostics group plc
 
financial statements 
28 consolidated statement of comprehensive income
29 consolidated balance sheet
30  consolidated statement of changes in equity
31 consolidated cash flow statement
32 company balance sheet
33 company statement of changes in equity 
34 company cash flow statement
35 notes to the financial statements
61 notice of annual general meeting
63 explanatory note to the companies act 2006
ibc advisers
omega diagnostics 
group plc is an aim
quoted public company 
on the london stock 
exchange omega 
sells a wide range of 
products primarily  
in the immunoassay  
invitro diagnostics 
ivd market through  
a strong distribution 
network in over 100 
countries
our business
omega is one of the uk’s leading companies in the fast growing 
area of food intolerance testing and also specialises in tests for 
autoimmune diseases including anaemia connective tissue disease 
and renal disease and infectious diseases including syphilis tb 
dengue fever chagas disease and malaria omega has a strong 
distribution network exporting to over 100 countries 
food intolerance p2
food intolerance is an adverse reaction to some sort of food or 
ingredient that occurs every time the food is eaten but particularly  
if larger quantities are consumed common offenders include milk 
products wheat and other grains that contain gluten
autoimmune disease p4
autoimmune diseases arise from an overactive immune response  
of the body against substances and tissues normally present in  
the body – ie the body attacks its own cells 
infectious disease p6
infectious diseases are clinically evident diseases that result  
from the presence of infectious agents such as microbial agents 
including viruses bacteria fungi protozoa multicellular parasites 
and aberrant proteins known as prions 
advisers
nominated adviser and broker
cenkos securities plc
678 tokenhouse yard
london ec2r 7as
auditors
ernst  young llp
ten george street
edinburgh eh2 2dz
solicitors
brodies llp
15 atholl crescent
edinburgh eh3 8ha
share registrar
share registrars limited
suite e
first floor 9 lion and lamb yard
farnham
surrey gu9 7ll
pr
walbrook pr ltd
4 lombard street
london ec3v 9hd
country of incorporation 
omega diagnostics group plc
england  wales
registered no 5017761 genesi s
in good health
omega diagnostics group plc
annual report and accounts 2010
wwwomegadiagnosticscom
omega diagnostics ltd
formed in 1987 odl specialises  
in infectious diseases particularly  
syphilis tb and dengue fever
wwwomegadiagnosticscom
cambridge nutritional sciences ltd 
formed in 2001 cns provides clinical  
analysis to the general public clinics and  
health professionals as well as supplying  
the consumer food detective™ test
wwwcambridgenutritionalcom
genesis diagnostics ltd
formed in 1994 genesis is one of the  
uk’s leading manufacturers of high quality  
elisa based diagnostic kits the company 
specialises in the research development  
and production of kits to aid the diagnosis  
of autoimmune and infectious diseases and  
for the detection of immune reactions to food
wwwelisacouk 
omega diagnostics group plc
omega house
hillfoots business village
alva fk12 5dq
scotland
united kingdom
tel 44 01259 763030 
fax 44 01259 761853
email odlomegadiagnosticscouk
omega diagnostics group plc annual report and accounts 2010


Summary:
 overview annual report and accounts 2010
wwwomegadiagnosticscom 10
chairman’s statement
dear shareholder
i am pleased to report the progress 
we have made throughout the group 
both in delivering organic growth from 
existing products and the completion 
of a small acquisition in the year
strategy
the group has achieved another year of solid progress where  
the inhouse strength of being able to build successful distribution 
relationships has led to further growth for key products food 
detective™ has performed particularly strongly where its market 
positioning focussed on the professional nutritionist market in  
the uk and abroad has enabled growth into over 40 countries  
the genarrayt™ microarray assay system continues to offer 
laboratories superior performance over conventional microplate 
formats and is now being used in all five continental regions we 
report on these two products were key in delivering growth 
following the acquisition of genesiscns and it is pleasing to  
report their ongoing success future growth will also be dependent 
on our ability to use the microarray platform for tests other than for 
food intolerance and our ability to identify and execute on other 
opportunities will be key to this
we also successfully achieved the opportunistic acquisition of  
cotek south west ltd in september last year which prior to  
its acquisition was already a supplier to the group through an 
intermediary company bringing cotek into the fold has put  
us in a position of being able to supply part of the range of  
infectious disease products on a more competitive basis
we are grateful for the support from existing and new shareholders in 
supporting the £1m fundraising for this transaction and we continue 
to review suitable acquisition opportunities in recognition of a need  
to transform ourselves if we are truly to deliver shareholder and 
stakeholder value and benefits
financial
turnover for the group increased to £62 million 2009 £54 million  
up 14 over last year we are pleased with the achievement of this 
result against an economic backdrop that has been challenging for 
many and we will continue to ensure a wide geographic coverage  
for our products to mitigate this risk as far as possible
the group achieved an ebitda of £698k 2009 £915k before 
exceptional items and sharebased payment charges the relative 
strength of sterling against the us dollar compared to the previous year 
led to a turnaround in foreign exchange differences on trading activities 
of £122k with a loss this year of £28k 2009 £94k gain the remaining 
difference of £95k arises on the increase in gross profit of £272k being 
offset by increased investment in operational costs of £367k driven 
largely by an increase in sales and marketing costs to support the 
increased sales growth i have referred to above
we consistently report on adjusted profit before tax so shareholders 
can easily gauge our performance as compared to external market 
forecasts the group achieved an increase in adjusted profit before tax 
to £589k 2009 £540k this figure is arrived at by taking headline profit 
before tax of £210k and adding back analystadjusted items including 
ifrsrelated net discount charges of £92k amortisation of intangible 
assets of £109k and sharebased payment charges of £178k
“ turnover has continued its growth 
of recent years climbing to £62 
million representing an increase  
of 14 over last year”
david evans
nonexecutive chairman 11
overview annual report and accounts 2010
wwwomegadiagnosticscom
net finance costs have reduced significantly to £97k 2009 £306k  
for two reasons firstly the benign environment for interest rates  
has seen the uk base rate at 050 throughout the year which  
has led to a reduction in net interest on borrowings and secondly  
the strengthening of sterling against the us dollar has the opposite 
effect leading to translation gains on us dollar borrowings 
profit after tax amounted to £187k 2009 £221k which resulted in 
earnings per share of 10p versus earnings per share of 14p in the 
previous year 
balance sheet
the group has intangible assets of £52 million 2009 £49 million  
at the yearend comprised of goodwill of £33 million and intangible 
assets of £18 million separately identified in line with current ifrs 
the group performs annual impairment reviews under current 
accounting standards and is comfortable with the carrying value  
of its intangible assets given the growth and results for the year  
just ended
net debt total borrowings less cash reduced to £126 million from 
£164 million as the group continues to generate cash in excess of 
servicing its borrowings
research and development
it is our aim to widen the use of our microarray platform into areas 
capable of delivering increased value to mirror successes seen  
with the food intolerance assays which will require an increase  
in production capacity last year we embarked upon a project  
to upgrade the method to manufacture array slides this project  
had certain technical issues and whilst progress was made  
the equipment supplier was unable to resolve all the issues to our 
satisfaction and we took the difficult decision to terminate the project 
for our existing food intolerance assays we have since sourced
increased capacity for the triedandtested method and are 
comfortable with the capacity now available for production needs 
future development needs can to a large extent be met from existing 
capacity however we believe that by working in conjunction with the 
supplier we can resolve the technical issues so that noncontact 
printing can be commissioned for future intended applications
board and employees
as announced during the year geoff gower joined the board on 
22 december 2009 geoff joined the group in may 2009 as the 
managing director of genesis and cns and his experience in 
operations and general management of diagnostics companies 
will no doubt be of benefit for our future aims
i know the results achieved for the year don’t happen automatically 
and i would like to thank all employees for their hard work where  
in the second half in particular much effort was made in delivering 
results in line with expectations
outlook
trading in the first three months of the year is in line with current 
management expectation
we continue to review acquisition opportunities to transform the group 
and whilst there can be no guarantee of completing any transaction  
i hope to be able to update you with progress on this element of our 
strategy during this financial year 
david evans ca
nonexecutive chairman
15 july 2010