omega diagnostics group plc 
annual report and accounts 2009
delivering strong results wwwomegadiagnosticscom
omega diagnostics ltd
formed in 1987 odl specialises in  
infectious diseases particularly syphilis  
tb and dengue fever
wwwomegadiagnosticscom
omega diagnostics group plc
subsidiary companies are omega diagnostics ltd 
genesis diagnostics ltd and cambridge nutritional 
sciences ltd
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
t el 44 01259 763030 
fax 44 01259 761853
email odlomegadiagnosticscouk
genesi s
omega diagnostics group plc annual report and accounts 2009 omega diagnostics group plc is an aimquoted  
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 
omega operates in a niche market in supplying tests  
for specific infectious diseases autoimmune disease  
and food intolerance
sales £54m 56
gross profit £33m 76
gross profit 615
operating profit £573k 92
09 £5438k
08 £3492k
07 £2032k
09 £3344k
08 £1898k
07 £831k
09 615
08 544
07 409
09 £573k
08 £298k
07 £886k
year on year 
nominated adviser and broker
cenkos securities ltd
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
wallbrook pr ltd
4 lombard street
london ec3v 9hd
country of incorporation 
omega diagnostics group plc
england  wales
registered no 5017761
advisers 1 overview annual report and accounts 2009
wwwomegadiagnosticscom
reported revenue up 56 and 20 likeforlike
sales growth in established and new markets 
operating profits almost doubled in year
launch of new colourimetric version of the microarray technology
launch of macroarraybased food detective
™
 kit into multiple territories
overview 
01 the highlights of 2009
02 our strategy
04 global reach
06 investing in technology
08 our key products
10 chairman’s statement
 
business review 
12 chief executive’s review
16 financial review
19 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 income statement
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
60 notice of annual general meeting
ibc advisers
the highlights of 2009
strategy
our business strategy remains unchanged omega aims  
to deliver organic growth from recently acquired products 
markets and technologies omega will also continue  
to pursue acquisition opportunities which are earnings  
enhancing or strategically placed in major growth markets
read more on our 
strategy and growth
page 2
growth overview annual report and accounts 2009
wwwomegadiagnosticscom
2
our strategy
strategy
omega intends to focus development on an autoimmune microarray 
and other tests within its area of expertise and to actively market  
these new products through its extensive distribution network
product development

distribution
growth


strategy
organic growth

acquisitions
our strategy for growth
strategy 
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
genesi s
1 33
 growth in sales
 3 2 
 likeforlike  
 growth
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
 94 
 growth in sales
 1 6 
 likeforlike  
 growth
omega diagnostics ltd
formed in 1987 odl specialises 
in infectious diseases particularly 
syphilis tb and dengue fever
10
 growth in sales
10
 likeforlike  
 growth
56
 growth in sales 3 overview annual report and accounts 2009
wwwomegadiagnosticscom
key performance indicators kpis
the following kpis measure the growth of the business on a full likeforlike basis   
1   drive sales  
growth in  
key markets
our strategy in action
the group has grown sales  
in its top three export markets 
key performance indicators sales
 £635277 09 22
08 £521257
spain
09 29 £437102
08 £338797
australia
08 £326867
09 14 £371478
italy
2   drive sales  
growth of  
microarray  
and macroarray 
platforms
the group has grown sales of  
its genarrayt™ assay following  
rollout into new markets 
patient tests
3151 09 55
2032 08
09 35 £573598
08 £424164
genarrayt™ kit sales microarray platform
09 100 £146359
08 nil
genarrayt™ instrument sales microarray platform
working
the group has grown sales of its  
food detective™ kit overseas to  
the professional nutritionist market 
patient tests
13392 09 134
5732 08
09 45 £314057
food detective™ kit sales macroarray platform
08 £216958
the group has grown sales of its 
foodprint™ assay service offering 
tests on over 200 foods 
patient tests
2331 09 47
1587 08
09 37 £246095
foodprint™ service sales microarray platform
08 £179381
2
1
4
3
product group breakdown
1
2
£2262k
2008 £964k
food intolerance
£1832k
2008 £1590k
infectious disease
34
41
13
12
3
4
£717k
2008 £634k
other
£627k
2008 £303k
autoimmune disease overview annual report and accounts 2009
wwwomegadiagnosticscom
4
global reach
we have extensive distribution coverage  
in over 100 countries with new coverage  
for the professional nutritionist markets
global sales £54m
global growth 56  
 headline 
20 
likeforlike
where are our future key markets
•	 	 mi cr o arr a y 	 t es t 	 f or 	 f oo d 	 i n t oler an ce 	 n o w 	 bei n g 	 e v al ua t ed	 
in 10 countries
• 	 	 	 n e w 	 a u t o i m m u n e 	 m i c r o a r r a y 	 a s s a y 	 u n d e r 	 d e v e l o p m e n t	 
for release in 20092010
•	 ma cr o arr a y 	 t es t s 	 f or 	 f oo d 	 i n t oler an ce 	 bei n g 	 s ol d 	 a cr o ss	 
europe into professional nutritionist markets
£157k 80
north america
£363k 3
southcentral america
globally 
09  £5438k
08 headline £3492k
08 likeforlike £4543k 5 overview annual report and accounts 2009
wwwomegadiagnosticscom
distribution network
•
 all country distribution
 
 microarray distribution
 
 macroarray distribution
 growing
£1023k 15
africa and middle east
£1212k 27
asia and far east
£2683k 20
uk and europe
what is microarray 
technology
page 7 overview annual report and accounts 2009
wwwomegadiagnosticscom
6
investing in technology
technology 
arrayjet marathon printer 7 overview annual report and accounts 2009
wwwomegadiagnosticscom
advancing
microarrays
the marathon inkjet microarrayer as used for 
t h e	 p r o d u c t i o n	 o f	 g e n a r r a y t ™	 k i t s 	 l e v e r a g e s	
modern inkjet technology to produce high 
quality microarrays in high throughput  
the piezoelectric print head when combined 
with arrayjet’s proprietary jetspyder™ 
s a m p l e r 	 e n a b l e s	 c o m p a r a t i v e l y	 l o w	 v o l u m e s	
of protein probes to be aspirated into the 
print head which then prints microarrays at 
speed and onthefly the jetspyder™ and 
print head are installed in a high precision 
scalable robotics platform which is also 
modular with upgrades including increased 
capacity for microtitre plates and microarray 
slides the marathon inkjet microarrayer 
p r o v i d e s	 m u c h	 i n c r e a s e d	 c a p a c i t y	 f o r	
p r o d u c t i o n	 a n d	 d e v e l o p m e n t	 p u r p o s e s overview annual report and accounts 2009
wwwomegadiagnosticscom
8
our key products
what are infectious diseases
i n f e c t i o u s 	 d i s e a s e s 	 a r e 	 c l i n i c a l l y 	 e v i d e n t 	 d i s e a s e s 	 t h a t 	 r e s u l t 	 f r o m 	 t h e 	 p r e s e n c e	 
o f 	 in f ect ious 	 a gen t s 	 such 	 as 	 micr obial 	 a gen t s 	 incl uding 	 vi ruses 	 b a ct eria  	 fungi 	
protozoa multicellular parasites and aberrant proteins known as prions 
product information 
b r u c e l l o s i s  	 c h a g a s 	 d i s e a s e  	 c h l a m y d i a  	 d e n g u e 	 v i r u s  	 h e p a t i t i s 	 b  	 h e r p e s  	 r o t a v i r u s 	
staphylococcus streptococcal disease syphilis tuberculosis and typhoid
gastritis and tests for pseudomonas aeruginosa bacteria significant in hospital  
acquired infections
what is food intolerance
f ood 	 in t oler ance 	 i s 	 an 	 a dv erse 	 r ea ct ion 	 t o 	 some 	 sor t 	 o f 	 f ood 	 or 	 ingr edien t 	 t ha t	 
o c c u r s 	 e v e r y 	 t i m e 	 t h e 	 f o o d 	 i s 	 e a t e n  	 b u t 	 p a r t i c u l a r l y 	 i f 	 l a r g e r 	 q u a n t i t i e s 	 a r e 	 c o n s u m e d 	
common offenders include milk products wheat and other grains that contain gluten
product information 
tests patients for reactions to different foods 
what are autoimmune diseases
a u t o i m m u n e 	 d i s e a s e s 	 a r i s e 	 f r o m 	 a n 	 o v e r a c t i v e 	 i m m u n e 	 r e s p o n s e 	 o f 	 t h e 	 b o d y 	 a g a i n s t	
substances and tissues normally present in the body ie the body attacks its own cells 
product information
ana emia  	 cel ia c 	 di sease  	 cr ohn ’ s 	 di sease  	 connect iv e 	 ti ssue 	 di seases  	 liv er 	 di sease 	
microarterial diseases thrombotic disease thyroid disease vasculitis renal disease
infectious disease
food intolerance
autoimmune disease
product information
product information
product information
the group provides highquality diagnostic products  
to hospitals clinics and laboratories in over one hundred  
countries – promptly delivered and competitively priced  9 overview annual report and accounts 2009
wwwomegadiagnosticscom
our products across the globe
• india • brazil • bangladesh  
• iran • south africa
total sales £1832k
total sales £2262k
total sales £627k
our products across the globe
• italy • australia • spain  
• uk • cyprus
our products across the globe
• iran • italy • australia • uk
infectious disease
food intolerance
autoimmune disease
infectious diseases
•	 w ho 	 es t i ma t es 	 t her e 	 ma y 	 be 	 5 0 	 m i l l i on	
dengue	 infections	 worldwide	 every	 year
• 	 i t 	 i s 	 e s t i m a t e d 	 t h a t 	 1  6 	 m i l l i o n 	 d e a t h s	
result ed	 from	 tb	 in	 2005
• 	 i t 	 i s 	 e s t i m a t e d 	 t h a t 	 1 2 	 m i l l i o n 	 n e w 	 c a s e s	 
of	 syphilis	 occur	 every	 year
autoimmune diseases
• 	 8 0 	 o r 	 mo r e 	 c hr o nic 	 di s a b i l i ty 	 di se a ses
•	 a f f ect s 	  	 5  	 e ur opeanu s 	 p op u la t i on
•	 	 t o t al 	 e ur opean 	 mark e t 	 f or 	 t es t s 	 wor t h	
us440m	 in	 2004
•	 	 t o t al 	 e ur opean 	 mark e t 	 p r ed i ct ed 	 t o 	 r ea ch	
almost	 us 7 00m	 by	 20 1 1
food intolerance
•	 	 e s t i ma t ed 	 t ha t 	 ar o un d 	 4 5  	 o f 	 uk	
po p ul a t io n 	 a d v e r se l y 	 a f f e c t e d 	 b y 	 f o od
•	 c as es 	 o f 	 f oo d 	 i n t oler an ce 	 ri si n g
• 	 	 c u s t o m e r s 	 a r e 	 n u t r i t i o n i s t s 	 a n d	 
general public overview annual report and accounts 2009
wwwomegadiagnosticscom
10
chairman’s statement
dear shareholder
i am pleased to report that the group has  
made sustained progress in the year with  
growth in turnover and profitability across  
the group
david evans 
nonexecutive chairman 
6 july 2009
strategy
the acquisition of genesis diagnostics ‘genesis’ and cambridge 
nu t r it i ona l 	 s cie nc e s 	  ‘ cns ’  	 ha s 	 suc c e s sf u ll y 	 f u lf ille d 	 one 	 o f 	 o ur	
strategic aims of acquiring profitable companies with complementary 
products	 that	 drive	 grow th	 t urnover	 has	 increased	 across	 all	 group	
div isions 	 a nd 	 in 	 most 	 o f 	 t he 	 r e gions 	 we 	 se ll 	 t o 	 a r ound 	 t he 	 wor ld  	 t he	
group has been able to make good use of its expanded distribution 
net w or k 	 in 	 achie v ing 	 t he 	 r ollou t 	 o f 	 t he 	 g e na r ra y t
™
 food intolerance 
assay	 where	 systems	 have	 been	 placed	 in	 a	 number	 of	 countries	 for	
evaluation	 purposes	 and	 there	 has	 also	 been	 some	 crossselling	 of	
t he 	 e sta blis he d 	 g e ne sis 	 au t oimm une 	 a nd 	 o m e g a 	 d iagnost i c s 	 l im it e d	
 ‘ o d l ’  	 i n f e c t i o u s 	 d is e a s e 	 t e s t s 	 i n t o 	 t h e 	 e x p a n d e d 	 n e t w o r k  	 t h r o u g h	 
its	 increased	 sales	 and	 marketing	 resource	 new	 distributors	 have	 
a lso 	 b e e n 	 a p p oin t e d 	 in 	 m u lt iple 	 t e r r it or ie s 	 f or 	 t he 	 f o o d 	 d e t e ct i v e
™
 
consumer	 test	 key	 to	 continued	 organic	 grow th	 will	 be	 the	 deliver y	 
of new products utilising the microarray and macroarray platforms  
and	 development	 activity	 continues	 with	 this	 aim	 in	 mind
a planned acquisition last year had to be aborted as it was not 
possible to raise sufficient funds in deteriorating financial markets 
t o	 m e e t	 t h e	 v e n d o r s ’	 p r i c e	 e x p e c t a t i o n s	 t h e	 g r o u p	 h a s	 i n c u r r e d	
a n	 e x c e p t i o n a l	 c o s t	 o f	 £ 8 0 k	 i n	 r e l a t i o n	 t o	 t h i s	 a b o r t e d	 t r a n s a c t i o n 	
w h i l s t	 t h i s	 m a y	 b e	 s e e n	 a s	 d i s a p p o i n t i n g 	 t h e	 g r o u p	 s t i l l	 b e l i e v e s	 
that acquisition opportunities exist which are capable of being 
funded and the board continues to pursue this aspect of its strategy 
a s	 a	 v i a b l e	 wa y	 o f	 a c h i e v i n g	 g r o w t h	 f o r	 t h e	 g r o u p	 a n d	 i n c r e a s i n g	
s h a re h o l d e r	 val ue
financial
t h e	 r e s u l t s	 f o r	 t h e	 y e a r	 i n c l u d e	 a	 f u l l	 t we l v e	 m o n t h s	 f o r	 g e n e s i s	
a n d	 c n s	 a l b e i t 	 t h e	 c o m p a r a t i v e s	 o n l y	 i n c l u d e	 s e v e n	 m o n t h s	 i n	
t h e	 p r i o r	 y e a r	 t o	 3 1	 m a r c h	 2 0 0 8
t u r n o v e r	 f o r	 t h e	 g r o u p	 i n c r e a s e d	 t o	 £5  4	 m i l l i o n	  2 0 0 8 	 £ 3  5	 m i l l i o n 	
a n	 i n c r e a s e	 o f	 5 6 	 r e f l e c t i n g	 t h e	 t we l v e	 m o n t h	 c o n t r i b u t i o n	 f r o m	
g e n e s i s	 a n d	 c n s 	 h o we v e r 	 i t	 i s	 p a r t i c u l a r l y	 p l e a s i n g	 t o	 r e p o r t	
u n d e r l y i n g	 l i k e  f o r  l i k e	 g r o w t h	 i n	 t u r n o v e r	 o f	 2 0 	 d e s p i t e	 d i f f i c u l t	
economic conditions
t h e	 g r o u p	 a c h i e v e d	 a n	 e b i t d a	 b e f o r e	 e x c e p t i o n a l	 i t e m s	 o f	
£ 9 1 5 k	  2 0 0 8 	 £ 4 1 7 k 	 a n d	 o p e r a t i n g	 p r o f i t	 b e f o r e	 e x c e p t i o n a l	
i t e m s	 i n c r e a s e d	 t o	 £ 6 5 3 k	  2 0 0 8 	 £ 29 8 k  	 a g a i n	 w i t h	 t h e	 b e n e f i t	
o f	 a	 f u l l	 y e a r	 f r o m	 g e n e s i s	 a n d	 c n s 
in terms of our results as compared to the external market forecast  
t he 	 gr oup 	 a chie v ed 	 an 	 a dj us t ed 	 pr o fit 	 be f or e 	 t a x 	 o f 	 £5 3 1 k 	  2 008  	 £ 82 k  	
this	 figure	 is	 arrived	 at	 by	 taking	 headline	 profit	 before	 tax	 of	 £26 7k	 and	
then adding back analystadjusted items including ifrsrelated net 
discount	 charges	 of	 £ 7k	 exceptional	 costs	 of	 £80k	 amortisation	 of	
intangible	 assets	 of	 £99k	 and	 sharebased	 payment	 charges	 of	 £ 7 8k	
as such these results are in line with the external market forecast
n e t	 f i n a n c e	 c o s t s	 h a v e	 i n c r e a s e d	 t o	 £ 3 0 6 k	  2 0 0 8 	 £ 1 7 5 k  	 m a i n l y	
a s	 a	 r e s u l t	 o f	 a	 t r a n s l a t i o n	 l o s s	 o n	 u s	 d o l l a r	 b o r r o w i n g s 	 g i v e n	 
t h e	 we a k e n i n g	 o f	 s t e r l i n g	 a g a i n s t	 t h e	 u s	 d o l l a r	 o v e r	 t h e	 c o u r s e	 
of the year 
p r o f i t	 a f t e r	 t a x	 a m o u n t e d	 t o	 £ 22 1 k	  2 0 0 8 	 £ 2 3 8 k 	 w h i c h	 r e s u l t e d	
i n	 e a r n i n g s	 p e r	 s h a r e	 o f	 1  4p	 v e r s u s	 e a r n i n g s	 p e r	 s h a r e	 o f	 2  4p	
i n	 t h e	 p r e v i o u s	 y e a r 	
balance sheet
t h e	 g r o u p	 h a s	 i n t a n g i b l e	 a s s e t s	 o f	 £ 4  9	 m i l l i o n	  2 0 0 8 	 £5  1	 m i l l i o n 	
at the yearend comprised of goodwill of £31 million and intangible 
a s s e t s	 o f	 £ 1 8	 m i l l i o n 	 s e p a r a t e l y	 i d e n t i f i e d	 i n	 l i n e	 w i t h	 c u r r e n t	 i f r s 	
t h e	 g r o u p	 h a s	 p e r f o r m e d	 a n	 i m p a i r m e n t	 r e v i e w	 u n d e r	 c u r r e n t	
a c c o u n t i n g	 s t a n d a r d s	 a n d	 i s	 c o m f o r t a b l e	 w i t h	 t h e	 c a r r y i n g	 v a l u e	 
o f	 i t s	 i n t a n g i b l e	 a s s e t s	 g i v e n	 t h e	 g r o w t h	 a n d	 r e s u l t s	 f o r	 t h e	 y e a r	 
just ended 11 overview annual report and accounts 2009
wwwomegadiagnosticscom
n e t	 d e b t	  t o t a l	 b o r r o w i n g s	 l e s s	 c a s h 	 r e d u c e d	 t o	 £ 1  6 4	 m i l l i o n	 f r o m	
£ 1  7 5	 m i l l i o n 	 d e s p i t e	 t h e	 t r a n s l a t i o n	 l o s s	 o n	 c u r r e n c y	 b o r r o w i n g s	
r e f e r r e d	 t o	 a b o v e	 w h i c h	 a m o u n t e d	 t o	 £ 0  1 9	 m i l l i o n 
research and development
t h e	 g r o u p	 s u c c e s s f u l l y	 d e v e l o p e d	 a n	 i m p r o v e d	 v e r s i o n	 o f	 t h e	
genarrayt
™
 microarray system for food intolerance which allows 
laboratories to use significantly cheaper instrumentation to interpret 
r e s u l t s	 t h i s	 h a s	 h e l p e d	 t h e	 r o l l  o u t	 o f	 t h i s	 a s s a y	 f o r	 e v a l u a t i o n	
p u r p o s e s	 w h i c h	 i	 h a v e	 r e f e r r e d	 t o	 e a r l i e r	 a n d	 w h e r e	 e n h a n c e d	
customer acceptance is expected as a result the group will 
continue to direct a large part of its effort in broadening the range 
of tests that can be performed on the microarray platform where 
t h e	 i m m e d i a t e	 p r i o r i t y	 e x i s t s	 t o	 d e v e l o p	 a	 p a n e l	 o f	 a u t o i m m u n e	 t e s t s	
elsewhere the group has expanded its range of control products 
which is seen as potentially beneficial in times of increasing 
monitoring of assay performance
board and management
as	 announced	 during	 the	 year 	 dr	 mik e	 w alk er	 resigned	 on	 1 1	 november	
2008	 and	 the	 board	 recorded	 its	 thanks	 to	 him	 at	 that	 time	
a number of senior management appointments were made either 
in the year or just after to ensure the group remains sufficiently 
r e s o u r c e d	 t o	 a c h i e v e	 i t s	 o b j e c t i v e s	 a n d	 i	 wo u l d	 l i k e	 t o	 t h a n k	 a l l	
e m p l o y e e s	 f o r	 t h e i r	 h a r d	 wo r k	 i n	 h e l p i n g	 t o	 a c h i e v e	 t h e	 r e s u l t s	
we	 h a v e	 r e p o r t e d 
outlook
trading in the first three months of the year is in line with current 
m a n a g e m e n t	 e x p e c t a t i o n 	 a s	 we	 m o v e	 f o r wa r d	 t h r o u g h o u t	 t h e	 
year we anticipate additional growth being generated through a 
c o m b i n a t i o n	 o f	 o r g a n i c	 a n d	 a c q u i s i t i v e	 g r o w t h 
organic growth
t h e	 p r i m a r y	 r o u t e	 a n d	 l e v e l	 o f	 o r g a n i c	 g r o w t h	 i s	 d e p e n d e n t	 u p o n	 
the rate of placement of new genarrayt™ systems which itself  
is dependent upon the upgrading of our manufacturing methods  
a process which is ongoing
acquisitive growth
o u r	 p r o p e n s i t y	 t o	 g r o w	 t h r o u g h	 a c q u i s i t i o n	 i s	 d e p e n d e n t	 u p o n	 t h e	
a v a i l a b i l i t y	 o f	 f i n a n c e	 a n d	 s u i t a b l e	 o p p o r t u n i t i e s	 a	 n u m b e r	 o f	 h i g h	
q u a l i t y	 v a l u e	 e n h a n c i n g	 o p p o r t u n i t i e s	 a r e	 c u r r e n t l y	 b e i n g	 e v a l u a t e d 
i look forward to updating you throughout the year 
david evans ca
non  ex e c u ti ve	 cha i r ma n
6	 j u l y	 2 0 0 9
t u r n o v e r 	 f o r 	 t h e	
group increased  
t o 	 £ 5  4 	 m i l l i o n	
representing a 
headline growth of 
5 6  	 a n d 	 l i k e  f o r  l i k e	
g r o w t h 	 o f 	 2 0   business review annual report and accounts 2009
wwwomegadiagnosticscom
12
chief executive’s review
strategy update
many companies in our field develop products 
which have great potential but few take these 
products onto the global market 
w i t h 	 o m e g a  	 t h e 	 r o u t e s 	 t o 	 m a r k e t 	 a l r e a d y 	 e x i s t e d  	 h a v i n g	
b e e n 	 d e v e l o p e d 	 o v e r 	 m a n y 	 y e a r s  	 w h e n 	 w e 	 a c q u i r e d 	 g e n e s i s	
di a g no s t ics 	 a n d 	 c a m bri d g e 	 n u t ri t io n a l 	 sc i enc es 	 i n 	 sep t em b er	
2 00 7  	 we 	 comple t ed 	 one 	 o f 	 our 	 s t r a t egic 	 aims 	 in 	 a cquiring 	 pr o fit able	
companies and growthgenerating products complementary to our 
e xis t ing 	 pr oduct 	 r ange  	 w e 	 also 	 kne w 	 t ha t 	 we 	 ha d 	 well 	 de v eloped	
p r o d u c t s 	 b u t 	 t h a t 	 t h e i r 	 c o m m e r c i a l 	 s u c c e s s 	 w a s 	 u n f u l f i l l e d  	 m o v i n g	
from low existing sales to full global product launch has been the 
main effort throughout the year
during the year due to the turmoil in worldwide financial markets  
we were unable to complete on a major acquisition of another 
c ompa n y 	 in 	 o ur 	 f ie ld  	 a lt h ough 	 t he 	 c ost s 	 in v ol v e d 	 f or 	 t he 	 a b or t e d	
acq u isit i on 	 w e r e 	 r e d uc e d 	 t h r o ugh 	 ind e mn it y 	 c o v e r 	 it 	 is 	 un f or t una t e	
t ha t 	 we 	 we r e 	 una ble 	 t o 	 de li v e r 	 on 	 t his 	 pa r t 	 o f 	 our 	 st ra t e g y  	 t his	
m a d e 	 i t 	 e v e n 	 m o r e 	 im p o r t a n t 	 t h a t 	 w e 	 c o n c e n t r a t e d 	 o n 	 d e li v e r i n g	
the	 grow th	 in	 both	 turnover	 and	 profit	 margin	 that	 you	 see	 repor ted	
in these results
h o we v e r 	 we	 s t i l l	 b e l i e v e	 t h a t	 v i a b l e	 a c q u i s i t i o n	 o p p o r t u n i t i e s	 
exist and we are still pursuing this strategy in order to build  
c r i t i c a l	 m a s s	 a n d	 i n c r e a s e	 s h a r e h o l d e r	 v a l u e 
when we acquired genesis diagnostics and 
cambridge nutritional sciences in september 
2007 we knew that we had well developed 
products but that their commercial success  
was unfulfilled  
andrew shepherd 
chief executive 
6 july 2009
i am pleased to report that the group has seen a major increase in 
r e v e nu e 	 f o r 	 t h e 	 y e a r 	 t o 	 £ 5  4 	 m illi o n  	 s o m e 	 5 6  	 a h e a d 	 o f 	 l a s t 	 y e a r ’ s	
f i g u r e s 	  2 0 0 8  	 £ 3  5 	 m illi o n   	 o n 	 a 	 f u ll 	 lik e  f o r  lik e 	 b a s is  	 t u r n o v e r 	 h a s	
increased	 by	 20	 combined	 and	 individually	 across	 all	 three	 trading	
entities reflecting the increased sales and marketing effort throughout 
the year
omega diagnostics limited ‘odl’
odl	 has	 seen	 grow th	 in	 most	 regions	 around	 the	 world	 par ticularly	
in africamiddle east and asian regions sales for the year increased 
to	 £2 3	 million	 2008 	 £2  1	 million	 representing	 grow th	 of	 1 0	 in	 the	
year which for a mature product range in a mature market represents 
a	 good	 result	 a	 grow th	 rate	 of	 this	 level	 has	 not	 been	 seen	 at	 odl	 for	
many years and is due to the increased sales resource being applied 
throughout the year with some crossselling opportunities being 
e x ploit e d 	 bet we e n 	 t he 	 o me ga 	 a nd 	 g e ne sis 	 dist r ibut ion 	 base s
genesis diagnostics ‘genesis’
g e n e s is 	 h a s 	 s e e n 	 g r o w t h 	 i n 	 s a l e s 	 t o 	 £ 2  5 	 m illi o n 	  2 0 0 8  	 £ 1  9 	 m illi o n 	
r e pr e se n t ing 	 a 	 3 2  	 incr e ase 	 on 	 a 	 lik e  f or lik e 	 basis 	 t his 	 gr o w t h	
has been fuelled by the rollout into a number of territories of the 
genarrayt™ assay system for food intolerance twenty two new 
systems	 have	 been	 installed	 in	 ten	 countries	 with	 many	 systems	 still	
s u b j e c t 	 t o 	 e v a lu a t i o n 	 w h i c h  	 i f 	 s u c c e s sf u l  	 w ill 	 r e s u l t 	 i n 	 i n c r e a s e d 	 s a l e s	
of reagent kits going forward sales of genarrayt™ food intolerance 
systems	 reached	 £ 1 46k	 2008 	 £nil	 with	 sales	 of	 reagent	 kits	
r e a c h i n g 	 £ 5 7 4 k 	  2 0 0 8  	 £ 4 2 4 k   	 t o 	 h a n d l e 	 t h e 	 i n c r e a s e 	 i n 	 g e n a r r a y t ™	
busine s s  	 we 	 r e c e n t ly 	 in v e st e d 	 f ur t he r 	 in 	 mor e 	 ad v a nc e d 	 t e chnolog y	 13 business review annual report and accounts 2009
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high throughput noncontact microarray printing equipment this 
h a s 	 i n c r e a s e d 	 o u r 	 p r o d u c t i o n 	 c a p a c i t y 	 f i v e  f o l d 	 a n d 	 n o w 	 p r o v i d e s	
increased capabilities not only for increased production but 
d e v e l o p m e n t 	 o f 	 ne w 	 a r ra y s 	 o f 	 clin i c a l 	 a nd 	 c omm e r cia l 	 imp o r ta n c e 
cambridge nutritional sciences ‘cns’
as	 with	 the	 genesis	 genarrayt ™	 system	 cns	 has	 been	 involved	 in	 the	
extended	 launch	 of	 the	 food	 detective ™	 home	 test	 for	 food	 int olerance	
into many countries around the world particularly in europe through 
companies that specialise in sales to the professional nutritionist market 
the rebranding of the product with the resulting launch at the allergy 
sho w 	 in 	 olympia  	 l ondon 	 in 	 june 	 2 008  	 allo wed 	 a 	 much 	 mor e 	 f ocussed	
promotional	 activity 	 the	 result	 of	 which	 has	 been	 t o	 locate	 and	 appoint	
e x c l u s i v e 	 d i s t r i b u t o r s 	 i n 	 1 8 	 c o u n t r i e s  	 th e s e 	 c o v e r 	 t h e 	 m a j o r 	 e u r o p e a n	
m a r k e t s 	 b u t 	 a l s o 	 e x t e n d 	 t o 	 t h e 	 m i d d l e 	 e a s t  	 a s i a  	 a u s t r a l i a 	 a n d 	 l a t i n	
america  	 sales 	 o f 	 f ood 	 de t ect iv e ™ 	 ha v e 	 incr eased 	 t o 	 £ 3 1 4k 	  2 008 	
£ 2 1 7 k  	 r e p r e s e n t i n g 	 a 	 4 5  	 i n c r e a s e 	 w i t h 	 o v e r 	 a 	 d o u b l i n g 	 i n 	 p r o d u c t	
v o l u m e  	 m o r e 	 d i s t r i b u t o r s 	 f r o m 	 o t h e r 	 c o u n t r i e s 	 a r e 	 i n 	 d i s c u s s i o n 	 w i t h	
further appointments expected to be made throughout the year some 
countries do require extended periods for product registration with their 
regulatoryimport authorities but it is hoped that registration in these key 
mark e t s 	 can 	 be 	 a chie v ed 	 in 	 t he 	 y ear  	 ho we v er  	 it 	 mus t 	 be 	 no t ed 	 t ha t 	 t he	
uk	 retail	 pharmacy	 market	 has	 not	 been	 accessed	 as	 anticipated	 due	
t o	 adverse	 pricing	 conditions	 for	 the	 retail	 market	 but	 further	 efforts	 are	
being made to increase sales in our home market through the same 
professional markets being addressed by the international distributors
t h e	 o t h e r	 a s p e c t	 o f	 t h e	 c n s	 b u s i n e s s	 i s	 t e s t i n g	 s e r v i c e s	 f o r	 f o o d	
intolerance and other linked medical conditions after concentrating 
o n	 t h e	 l a u n c h	 o f	 f o o d	 d e t e c t i v e ™	 o u r	 f o c u s	 n o w	 m o v e s	 t o wa r d s	
d e v e l o p i n g	 t h e	 t e s t i n g	 s i d e	 o f	 t h e	 b u s i n e s s	 f u r t h e r	 m a n p o we r	
r e s o u r c e s	 h a v e	 b e e n	 e m p l o y e d	 w i t h	 a	 v i e w	 t o	 a c c e s s i n g	 a	 m u c h	
w i d e r	 m a r k e t 	 b o t h	 i n	 t h e	 u k	 a n d	 i n	 s e v e r a l	 e u r o p e a n	 m a r k e t s	 
t h a t	 a r e	 n o w	 b e i n g	 s e r v i c e d	 b y	 o u r	 f o o d	 d e t e c t i v e ™	 d i s t r i b u t o r s	
t h e s e	 d i s t r i b u t o r s	 a r e	 n o w	 o f f e r i n g	 t h e	 l a b o r a t o r y	 s e r v i c e s	 a s	 a	
v a l u e  a d d e d	 p r o p o s i t i o n	 t o	 t h e	 n u t r i t i o n i s t	 c u s t o m e r	 b a s e 	
distribution network
i n	 a d d i t i o n	 t o	 t h e	 d i s t r i b u t o r s	 w h i c h	 s e r v e	 o u r	 c l i n i c a l	 p r o d u c t s	
m a r k e t	 we	 h a v e	 n o w	 a l s o	 d e v e l o p e d	 t h e	 d i s t r i b u t i o n	 b a s e	 f o r	 t h e	
f o o d	 d e t e c t i v e ™	 p r o d u c t	 w h i c h	 r e p r e s e n t s	 a n	 a l t e r n a t i v e	 r o u t e	 
to professionalconsumer markets these additional distributors 
are also seeking new products to broaden their product offering 
s o	 f u r t h e r	 o p p o r t u n i t i e s	 e x i s t	 i n	 t h e s e	 m a r k e t s	 f o r	 n e w l y	 d e v e l o p e d	
p r o d u c t s	 o u r	 i n v e s t m e n t	 i n	 a d d i t i o n a l	 k e y	 m a r k e t i n g	 a p p o i n t m e n t s	
i n	 2 0 0 8	 h a s	 a l s o	 b e e n	 p i v o t a l	 i n	 a c h i e v i n g	 t h e	 s i g n i f i c a n t	 i n c r e a s e	
in sales on a global basis further appointments in product support 
p o s i t i o n s	 h a v e	 b e e n	 m a d e 	 e s p e c i a l l y	 f o r	 t h e	 s u p p o r t	 o f	 t h e	 r o l l  o u t	
of the genarrayt™ microarray systems
w e 	 h a v e 	 i n c r e a s e d	
sales through an 
i n t en s i v e 	 s a l e s 	 a n d	
marketing effort 
resulting in a major 
i n c r e a s e 	 i n 	 t u r n o v e r	
and profit margin 
despite a global 
economic downturn business review annual report and accounts 2009
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14
14
c h i e f 	 ex e c ut iv e ’ s 	 r e v i e w 	  c o n t i n u e d  15 business review annual report and accounts 2009
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research and development
w o r k	 wa s	 c o m p l e t e d	 o n	 t h e	 n e w	 c o l o u r i m e t r i c	 v e r s i o n	 o f	 t h e	
genarrayt™ microarray which significantly reduces the cost 
o f	 s c a n n i n g	 t h e	 r e s u l t s	 f r o m	 t h e	 e a r l i e r	 f l u o r i m e t r i c	 v e r s i o n 	
l a b o r a t o r i e s	 c a n	 n o w	 i n s t a l l	 g e n a r r a y t ™	 w i t h o u t	 a	 m a j o r	 c a p i t a l	
expense which has always been an impediment to the installation 
o f	 n e w	 t e c h n o l o g i e s	 w i t h	 t h e	 e m p h a s i s	 n o w	 b e i n g	 p l a c e d	 o n	
t h e	 p r o d u c t i o n	 o f	 m u c h	 h i g h e r	 v o l u m e s	 o f	 g e n a r r a y t ™	 f u r t h e r	
i n v e s t m e n t	 wa s	 m a d e	 i n	 a c q u i r i n g	 a	 n o n  c o n t a c t	 m i c r o a r r a y	 p r i n t e r	
w h i c h	 i n c r e a s e s	 t h e	 p r o d u c t i o n	 c a p a c i t y	 f i v e  f o l d 	 a d d i t i o n a l	 h u m a n	
resource has been allocated to production and product support 
duties recent staff appointments in technical support and rd 
m e a n	 t h a t	 we	 w i l l	 b e	 a b l e	 t o	 s p e n d	 m o r e	 t i m e	 d e v e l o p i n g	 a d d i t i o n a l	
p r o d u c t s	 o n	 t h e	 g e n a r r a y t ™	 m i c r o a r r a y	 p l a t f o r m 	 o n e	 s u c h	 t e s t	 
will be an array for autoimmune disease a key product area for  
the group
this year has also seen the launch of the autonomy control™ 
range of quality control sera for autoimmune disease testing 
quality control and proficiency testing is now mandatory in most 
clinical laboratories worldwide and this range complements our 
o f f e r i n g	 o f	 a u t o i m m u n e	 e l i s a	 p r o d u c t s	 t h i s	 i s	 t h e	 f i r s t	 r a n g e	 o f	
i n d e p e n d e n t	 c o n t r o l s	 a v a i l a b l e	 c o m m e r c i a l l y	 w h i c h	 w i l l	 wo r k	 a c r o s s	
all test platforms from all manufacturers it is hoped to expand this 
p r o d u c t	 r a n g e	 t o	 c o v e r	 o t h e r	 c l i n i c a l	 a r e a s	 i n	 t h e	 f u t u r e 	 a l s o 	 i n	 l i n e	
w i t h	 d e v e l o p i n g	 p r o d u c t s	 f o r	 t h i s	 n i c h e	 m a r k e t 	 d e v e l o p m e n t	 wa s	
also completed on a new test kit called pathozyme™ elisasure 
that checks the quality performance of laboratory equipment and 
l a b o r a t o r y	 s t a f f 	 i n	 a n	 e n v i r o n m e n t	 o f	 i n c r e a s i n g	 q u a l i t y	 m o n i t o r i n g	
and national and international quality accreditation schemes  
we	 b e l i e v e	 t h a t	 t h i s	 m a r k e t	 h a s	 g o o d	 p o t e n t i a l	 i n	 t h e	 f u t u r e 
outlook
o v e r a ll  	 t h e 	 g l o b a l 	 m a r k e t 	 f o r 	 i v d 	 p r o d u c t s 	 h a s 	 r e a c h e d 	  3 7 	 b illi o n	
with	 a	 grow th	 rate	 of	 7 	 and	 according	 to	 informed	 industr y	 sources	
t h e 	 d i a g n o s t i c s 	 i n d u s t r y 	 is 	 s e e n 	 a s 	 r e l a t i v e l y 	 ‘ r e c e s s i o n 	 p r o o f ’ 	 w i t h	 
no sign of falling sales bearing in mind that we are still launching new 
pr oduct s 	 in t o 	 ne w 	 ma r k et s  	 we 	 cur r e n t ly 	 do 	 no t 	 a n t icipa t e 	 a n y 	 ad v e r se	
effect on sales growth
during the year the group has made good progress in core sales 
a c t i v i t y	 b u t	 o n l y	 l i m i t e d	 p r o g r e s s	 i n	 i t s	 s t a t e d	 s t r a t e g y	 o f	 ‘ g r o w t h	 b y	
acquisition’ during the second half of the year an attempt was made 
to acquire a much larger company in our field but this failed due to 
t h e	 e v e r	 wo r s e n i n g	 e c o n o m i c	 c l i m a t e 	 i t	 i s	 h o p e d	 t h a t	 t h i s	 s i t u a t i o n	
will change in the near future and that our aspirations and desire to 
build a much larger group will be fulfilled 
andrew shepherd
ch ief	 e x e c u ti ve
6	 j u l y	 2 0 0 9
w e 	 h a v e 	 a l s o 	 d e v e l o p e d 	 t h e 	 d i s t r i b u t i o n	 
b a s e 	 f o r 	 t h e 	 f o o d 	 d e t ec t i v e
™
 product which 
r e p r e s en t s 	 a n 	 a l t e rn a t i v e 	 r o u t e 	 t o 	 m a r k e t 	
fooddetective
easy to use food intolerance self test with immediate results 
  bloated after eating 
certain foods tired 
at certain times of the day
suffer headaches for no 
apparent reason these are all 
symptoms of food intolerance
could you be suffering 
from food intolerance 
find out test 
yourself today
™ business review annual report and accounts 2009
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16
financial review
the prior year comparative results only include seven 
months of postacquisition trading from genesis and 
cns but where relevant true likeforlike comparisons 
are provided in the overview section of this annual 
report the group has achieved a profit before tax  
of £266893 2008 £123708
kieron harbinson 
group finance director 
6 july 2009 
trading activities 
revenue
r e v e n u e	 f o r	 t h e	 y e a r	 wa s	 £5  4 3 8  3 1 3	 r e p r e s e n t i n g	 a n	 i n c r e a s e	 
o f	 5 6 	 o v e r	 t h e	 p r e v i o u s	 y e a r	  2 0 0 8 	 £ 3  4 9 1  5 8 0 	 a n d	 i n c l u d e s	
g r o w t h	 i n	 s i x	 o u t	 o f	 t h e	 s e v e n	 m a j o r	 r e g i o n s	 f o r	 w h i c h	 we	 r e p o r t 
gross profit
g r o s s	 p r o f i t	 f o r	 t h e	 y e a r	 wa s	 £ 3  3 4 4  2 6 4	  2 0 0 8 	 £ 1  8 9 7  8 9 4 	 r e s u l t i n g	
i n	 a n	 i n c r e a s e d	 g r o s s	 m a r g i n	 p e r c e n t a g e	 o f	 6 1  5 	  2 0 0 8 	 5 4  4   	
this increase in margin was expected as explained in last year’s 
a n n u a l	 r e p o r t 	 d u e	 t o	 t h e	 h i g h e r	 m a r g i n	 p r o d u c t s	 a n d	 s e r v i c e s	
p r o v i d e d	 b y	 g e n e s i s	 a n d	 c n s	 c o n t r i b u t i n g	 f o r	 a	 f u l l	 t we l v e	 m o n t h s	
h o we v e r 	 t h e	 m a r g i n	 h a s	 a l s o	 i n c r e a s e d	 d u e	 t o	 t h e	 r e s u l t	 i n	 o m e g a	
d i a g n o s t i c s	 lt d	  ‘ o d l ’ 	 w h e r e	 m a r g i n	 g r o w t h	 o f	 o v e r	 f o u r	 p e r c e n t a g e	
p o i n t s	 wa s	 a c h i e v e d 
administration costs
a d m i n i s t r a t i o n	 c o s t s	 we r e	 £ 2  6 9 1  5 4 5	  2 0 0 8 	 £ 1  5 9 9  6 5 7  	 
r e f l e c t i n g	 a	 f u l l	 y e a r ’ s	 c h a r g e	 w i t h i n	 g e n e s i s	 a n d	 c n s	 o f	 £ 1  2 5 2  0 4 5	
 2 0 0 8 	 £ 7 0 8  8 7 4  	 t h e	 i n c r e a s e	 i s	 m a i n l y	 d u e	 t o	 h i g h e r	 l e v e l s	 i n	 s t a f f	
needed to support the sales growth particularly with the genarrayt
™
 
assay	 and	 the	 food	 detective
™
 test also included within administration 
c o s t s	 i s	 a	 f o r e i g n	 e x c h a n g e	 g a i n	 f r o m	 t r a d i n g	 a c t i v i t i e s	 o f	 £ 9 4  6 5 2	
 2 0 0 8 	 £ 4  1 4 1	 l o s s  	 a m o r t i s a t i o n	 o f	 i n t a n g i b l e	 a s s e t s	 o f	 £ 9 8  7 5 0	
 2 0 0 8 	 £5 7  6 0 4 	 a n d	 s h a r e  b a s e d	 p a y m e n t	 c h a r g e s	 o f	 £ 7 7  9 4 8	
 20 0 8 	 £ ni l 
a n 	 e x c e p t i o n a l 	 a d m i n is t r a t i o n 	 c o s t 	 o f 	 £ 8 0  3 0 1 	  2 0 0 8  	 £ n il  	 w a s	
incurred relating to an aborted acquisition opportunity the company 
was 	 a ble 	 t o 	 limit 	 it s 	 e x posur e 	 t o 	 30  	 o f 	 t he 	 t o ta l 	 c ost s 	 incur r e d  	 b y	
o b t a i n i n g 	 i n d e m n i t i e s 	 f r o m 	 o t h e r 	 p a r t i e s  	 a t 	 t h e 	 y e a r 	 e n d  	 £ 1 6  9 0 5	 
w a s 	 s t ill 	 t o 	 b e 	 r e c e i v e d 	 f r o m 	 o n e 	 o f 	 t h e s e 	 p a r t i e s 	 a n d 	 t h is 	 s u m 	 h a s	
been	 received	 since	 the	 year	 end	 due	 to	 the	 oneof f	 nature	 of	 these	
c ost s  	 t he y 	 ha v e 	 b e e n 	 cla s sif ie d 	 a s 	 a n 	 e x c e p t i ona l 	 a d m in ist ra t i on 	 c ost	
on the face of the income statement
research and development
included within administration costs is expenditure on research  
a nd 	 de v e lopme n t 	 act iv it ie s 	 w hich 	 in 	 t he 	 y e a r 	 a moun t e d 	 t o 	 £ 22 6  0 68	
2008 	 £ 1 366 7 2  	 in	 the	 year 	 the	 new	 colourimetric	 microarraybased	
k it 	 was 	 c omplet e d 	 pr o v iding 	 a 	 s yst e m 	 w hich 	 r e quir e s 	 a 	 much 	 le s s	
expensive	 scanning	 system	 to	 interpret	 results	 than	 its	 predecessor 	
t h is 	 s y s t e m 	 h a s 	 s u bs e q u e n t l y 	 b e e n 	 p l a c e d 	 f o r 	 e v a lu a t i o n 	 i n 	 t e n 	 n e w	
countries	 and	 this	 is	 expected	 to	 drive	 the	 grow th	 of	 genarray t
™
 kit 
sales	 in	 the	 current	 year 	 in	 autoimmune	 disease	 testing	 development	
was completed of the autonomy control
™
 range of sera which are 
us e d 	 in 	 clin i c a l 	 la b ora t or ie s 	 w or ld w id e 	 t o 	 v e r if y 	 a s s a y 	 p e r f or ma n c e 	 
in	 the	 coming	 year 	 development	 will	 focus	 on	 bringing	 to	 the	 market	 
a new panel of autoimmune tests on the genarrayt
™
 microarray 
platform	 this	 project	 will	 be	 aided	 by	 the	 investment	 in	 a	 new	 
stateoftheart microarray inkjet printing technology which applies 
noncontact inkjet fluidics with the ability to dispense accurate 
v olume s 	 in 	 pi c olit r e s 
operating profit
th e 	 g r o u p 	 g e n e r a t e d 	 o p e r a t i n g 	 p r o f i t s 	 o f 	 £ 5 7 2  9 6 8 	  2 0 0 8  	 £ 2 9 8  2 3 7 	
h a v i n g 	 b e n e f i t e d 	 f r o m 	 a 	 f u l l 	 y e a r 	 o f 	 t r a d i n g 	 c o n t r i b u t i o n 	 f r o m 	 g e n e s i s	
an d 	 c ns 
profit before tax
th e 	 p r o f i t 	 b e f o r e 	 t a x 	 w a s 	 £ 2 6 6  8 9 3 	  2 0 0 8  	 £ 1 2 3  7 0 8   	 f i n a n c e 	 c o s t s	 
for	 the	 year	 t otalled	 £3 1 2 232	 2008 	 £ 1 8 7  4 2 1 	 with	 the	 increase	
principally being due to the foreign exchange loss on the retranslation  
o f 	 f o r e i g n 	 c u r r e n c y 	 b o r r o w i n g s 	 o f 	 £ 1 8 8  2 9 5 	  2 0 0 8  	 £ 1 3  4 4 9   	 i n t e r e s t	
p a y able 	 amoun t ed 	 t o 	 £ 1 1 7  2 6 2 	  2 008  	 £ 9 7  3 7 9 	 which  	 despit e 	 including	
a full year’s charge on loans was proportionately lower due to the more 
benign	 interest	 rate	 environment 	 also	 included	 within	 finance	 costs	 are	
n e t 	 c h a r g e s 	 r e l a t i n g 	 t o 	 d i s c o u n t 	 f a c t o r s 	 a n d 	 f a i r 	 v a l u e 	 a d j u s t m e n t s 	 i n	
accordance	 with	 ifrs	 of	 £6 6 7 5	 2008 	 £64 888  17 business review annual report and accounts 2009
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taxation
t h e r e	 i s	 a	 t a x	 c h a r g e	 o f	 £ 4 5  8 5 2	  2 0 0 8 	 £ 1 1 3  8 0 7	 t a x	 c r e d i t 	 i n	 t h e	
y e a r 	 c o m p r i s i n g	 a	 c h a r g e	 f o r	 c u r r e n t	 t a x	 o f	 £5 1  1 6 0	  2 0 0 8 	 £ 3 8  1 2 8	
c r e d i t 	 a n d	 a	 d e f e r r e d	 t a x	 c r e d i t	 o f	 £5  3 0 8	  2 0 0 8 	 £ 7 5  6 7 9	 c r e d i t 	
e q u a t i n g	 t o	 a n	 e f f e c t i v e	 t a x	 r a t e	 o f	 1 7  2  	 p r i o r	 y e a r	 a d j u s t m e n t s	 t o	
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 
o f	 1  4p	  2 0 0 8 	 2  4p 	 r e f l e c t i n g	 t h e	 h i g h e r	 a v e r a g e	 n u m b e r	 o f	 s h a r e s	 
in issue throughout the year basic eps before exceptional costs 
wa s	 2  0 p	  2 0 0 8 	 2  4p  
acquisitions
deferred consideration payments
on	 1 2	 august	 2008	 the	 company	 issued	 7 5 7 2 1 3	 ordinar y	 shares	 of	 
4 	 pe nc e 	 e ach 	 t o 	 t he 	 or igina l 	 sha r e holde r s 	 in 	 odl  	 t he se 	 sha r e s 	 we r e	
valued	 at	 80	 pence	 per	 share	 in	 settlement	 of	 the	 earnout	 amount	 of	
£605 77 2	 in	 accordance	 with	 the	 terms	 of	 that	 acquisition	 agreement
o n	 1 6	 a p r i l	 2 0 0 8	 a n d	 1 2	 m a r c h	 2 0 0 9 	 t h e	 c o m p a n y	 m a d e	 c a s h	
p a y m e n t s	 r e s p e c t i v e l y	 o f	 £ 3 8  0 1 0	 a n d	 £ 6 7  82 7	 i n	 s e t t l e m e n t	 o f	
agreed earnout targets in respect of the acquisition of genesis  
a n d	 c n s 	 t h e	 c o m p a n y	 a l s o	 m a d e	 a	 c a s h	 p a y m e n t	 o f	 £ 6 1  6 3 4	 o n	
1 2	 s e p t e m b e r	 2 0 0 8 	 i n	 r e s p e c t	 o f	 t h e	 s a m e	 a c q u i s i t i o n	 a g r e e m e n t 	
w h i c h	 wa s	 a	 d e f e r r e d	 s u m	 p a y a b l e	 o n	 t h e	 f i r s t	 a n n i v e r s a r y	 d a t e	 
a f t e r	 c o m p l e t i o n 	 a l l	 t h r e e	 a m o u n t s	 h a v e	 b e e n	 i n c l u d e d	 o n	 t h e	
consolidated cash flow statement under outflow on acquisition  
of subsidiary
aborted acquisition
d u r i n g 	 t h e 	 l a t t e r 	 h a l f 	 o f 	 l a s t 	 y e a r  	 t h e 	 c o m p a n y 	 w a s 	 i n v o l v e d 	 i n	
the planned acquisition of another company which required 
o m e g a 	 t o 	 ra is e 	 ne w 	 f unds 	 t o 	 c omple t e 	 t he 	 acq u isit i on  	 t he 	 f und in g	
e n v ir o n m e n t 	 d e t e r i o r a t e d 	 t h r o u g h o u t 	 t h e 	 p r o c e s s  	 d u e 	 t o 	 t h e 	 t u r m o il	 
in worldwide financial markets and the company concluded that  
due to those challenging circumstances it was not possible to  
raise sufficient funds to continue with the proposed transaction  
t he 	 c ompa n y 	 in cur r e d 	 c ost s  	 o f 	 £ 2 6 5  9 2 0  	 in 	 c onne ct i on 	 w it h 	 t he	
aborted transaction but it was able to significantly reduce the impact 
of these costs by obtaining indemnities from third parties for these 
cost s 	 a mong 	 t he se 	 t hir d 	 pa r t ie s 	 we r e 	 d r 	 mik e 	 w alk e r 	 a nd 	 da v id	
evans	 directors	 of	 the	 company 	 who	 agreed	 to	 cover	 30	 and	 
1 0	 of	 the	 costs	 respectively 	 as	 a	 result	 the	 financial	 impact	 of	 the	
abor ted	 transaction	 to	 the	 company	 has	 been	 limited	 to	 £8030 1 	
the group has 
a c h i e v e d 	 2 0 	 
likeforlike growth in 
sales while operating 
profit has almost 
d o u b l e d 	 h a v i n g	
benefited from a full 
year of trading from 
g en e s i s 	 a n d 	 c n s  business review annual report and accounts 2009
wwwomegadiagnosticscom
18
d u e	 t o	 t h e	 o n e  o f f	 n a t u r e	 a n d	 v a l u e	 o f	 t h e s e	 c o s t s 	 t h e y	 h a v e	 b e e n	
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 
treasury operations
currency management
the group conducts its operations in three main currencies being 
st e r ling  	 e ur os 	 a nd 	 us 	 dolla r s 	 in 	 t he 	 c ase 	 o f 	 t ra ns act ions 	 in 	 e ur os	 
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 
na t ur e 	 t ha t 	 limit s 	 t he 	 r isk 	 o f 	 ad v e r se 	 e x cha nge 	 ra t e 	 los se s 	 f ollo w ing	
t he 	 pur chase 	 o f 	 g e ne sis 	 a nd 	 cns 	 t he 	 g r oup 	 c ont inu e s 	 t o 	 ge ne ra t e 	 a	
ne t 	 sur plus 	 in 	 us 	 dolla r s 	 f r o m 	 it s 	 t ra d in g 	 act i v it ie s  	 g i v e n 	 t h is 	 sit u a t i on 	
in	 march	 2008	 the	 company	 conver ted	 half	 of	 its	 then	 outstanding	
st e r ling 	 loa n  	 w it h 	 ba nk 	 o f 	 sco t la nd  	 int o 	 us 	 dolla r s 	 t his 	 e na ble d 	 t he	
g r oup 	 t o 	 be nef it 	 f r om 	 us 	 int e r e st 	 ra t e s 	 w hich 	 we r e 	 lo we r 	 t ha n 	 in t e r e st	
ra t e s 	 in 	 t he 	 uk 	 a t 	 t ha t 	 t ime  	 ho we v e r  	 t he 	 st r e ng t he ning 	 o f 	 t he 	 us	
d o ll a r 	 a g a i ns t 	 s t e r li n g 	 t h r o u g h o u t 	 t h e 	 y e a r 	 h a s 	 g i v e n 	 r is e 	 t o 	 a 	 f o r e i g n	
e x cha nge 	 t ra nsla t ion 	 los s 	 o f 	 £ 1 88 295 	  2 0 0 8  	 £ 1 3  44 9  	 in 	 pa r t  	 t his	
has	 been	 of fset	 by	 the	 gain	 of	 £94 652	 referred	 to	 above	 under	
administrations costs
interest rate management
f o l l o w i n g	 c o n v e r s i o n	 o f	 a	 p a r t	 o f	 t h e	 s t e r l i n g	 l o a n	 i n t o	 u s	 d o l l a r s	 
 s e e	 c u r r e n c y	 m a n a g e m e n t	 a b o v e  	 t h e	 g r o u p	 l i m i t e d	 i t s	 e x p o s u r e	 
t o	 i n t e r e s t	 r a t e	 f l u c t u a t i o n s	 b y	 e n t e r i n g	 i n t o	 c e r t a i n	 d e r i v a t i v e	 f i n a n c i a l	
instruments in the case of the remaining sterling loan the group 
entered into an agreement with bank of scotland whereby the base 
r a t e	 e l e m e n t	 o f	 t h e	 i n t e r e s t	 c h a r g e	 h a s	 b e e n	 c a p p e d	 a t	 5  5 	 f o r	 t h e	
e n t i r e	 r e m a i n i n g	 t e r m 	 i n	 t h e	 c a s e	 o f	 t h e	 u s	 d o l l a r	 l o a n 	 t h e	 g r o u p	
entered into two agreements with bank of scotland one to cap  
t h e	 i n t e r e s t	 r a t e	 b a s e d	 o n	 u s	 l i b o r	 a t	 5 	 a n d	 o n e	 t o	 o p e r a t e	 a	 f l o o r	
r a t e	 o n	 u s	 l i b o r	 o f	 2  2 5  	 u n d e r	 i f r s	 t h e s e	 d e r i v a t i v e	 f i n a n c i a l	
i n s t r u m e n t s	 a r e	 r e q u i r e d	 t o	 b e	 d i s c l o s e d	 a t	 t h e i r	 f a i r	 v a l u e s	 a s	 e i t h e r	
a s s e t s	 o r	 l i a b i l i t i e s	 a n d	 t h e r e	 h a s	 b e e n	 a	 f a i r	 v a l u e	 a d j u s t m e n t	 c h a r g e	
t h r o u g h	 t h e	 i n c o m e	 s t a t e m e n t	 o f	 £ 9  8 7 1	  2 0 0 8 	 £ 2 3 0  	 a c c o r d i n g l y 	
a t	 t h e	 b a l a n c e	 s h e e t	 d a t e 	 t h e	 g r o u p	 h a d	 a s s e t s	 o f	 d e r i v a t i v e	
f i n a n c i a l	 i n s t r u m e n t s	 o f	 £5 9 9	  2 0 0 8 	 £ 3  4 1 9	 a n d	 l i a b i l i t i e s	 o f	
d e r i v a t i v e	 f i n a n c i a l	 i n s t r u m e n t s	 o f	 £ 1 0  7 0 0	  2 0 0 8 	 £ 3  6 4 9 
cash flow
n e t	 c a s h	 i n f l o w	 f o r	 t h e	 y e a r	 wa s	 £ 1 0 0  0 4 3	  2 0 0 8 	 £ 1 3 4  6 9 1 	
which meant that at the year end the group had cash and cash 
e q u i v a l e n t s	 o f	 £ 6 1 2  5 5 4	  2 0 0 8 	 £5 1 2  5 1 1  	 t h e	 g r o u p ’ s	 c o n v e r s i o n	 
of operating profit into operating cash has remained efficient with 
c a s h	 g e n e r a t e d	 f r o m	 o p e r a t i o n s	 o f	 £ 6 6 8  2 7 6	  2 0 0 8 	 £ 4 3 8  4 3 5 	 
as the group has benefited from a full year of trading from genesis 
a n d	 c n s 	 t h e	 c o m p a n y	 i n c u r r e d	 d e f e r r e d	 c o n s i d e r a t i o n	 p a y m e n t s	
i n	 r e s p e c t	 o f	 t h e	 a c q u i s i t i o n	 o f	 g e n e s i s	 a n d	 c n s	 o f	 £ 1 6 7  4 7 1	 a s	
detailed earlier in this report in total the group’s net debt position 
h a s	 d e c r e a s e d	 t o	 £ 1  6 3 5  0 1 3	  2 0 0 8 	 £ 1  7 5 3  2 7 0  
capital management
the group funds its operations with a mixture of short and long term 
b or r o w in gs 	 or 	 e q u it y 	 a s 	 a p p r op r ia t e 	 w it h 	 a 	 v ie w 	 t o 	 ma x im isin g 	 r e t ur ns	
for shareholders whilst safeguarding the ability to continue to operate 
as a going concern
capital expenditure
t h e	 g r o u p	 i n c u r r e d	 £ 1 3 4  4 3 3	  2 0 0 8 	 £ 1 5 7  7 2 1 	 o n	 p l a n t	 a n d	
m a c h i n e r y	 f i x e d	 a s s e t s	 m o s t	 p u r c h a s e s	 c o m p r i s e d	 s m a l l e r	 v a l u e	
replacement items and general it equipment upgrades the single 
l a r g e s t	 i n v e s t m e n t 	 o f	 £ 1 0 7  5 0 0 	 wa s	 t h e	 p u r c h a s e	 o f	 a	 n e w	 i n k j e t	
printer for laying minute amounts of material onto a microarray slide 
this new noncontact form of printing replaces the older contact 
printing machine and significantly increases the manufacturing 
a n d	 d e v e l o p m e n t	 c a p a c i t y	 o f	 t h e	 g r o u p	 i n	 t h i s	 a r e a 	 t h i s	 i n v e s t m e n t	
h a s	 b e e n	 f i n a n c e d	 b y	 wa y	 o f	 a	 n e w	 f i n a n c e	 l e a s e 	 r e p a y a b l e	 o v e r	
3 6	 m o n t h s	
kieron harbinson
group finance director
6	 j u l y	 2 0 0 9
f i na n cia l 	 r e v i e w 	  c o n t i n u e d 
i n 	 t h e 	 c o m i n g 	 y e a r  	 d e v e l o p m e n t 	 w i l l 	 f o c u s 	 o n	
bringing to the market a new panel of autoimmune 
tests on the genarrayt
™
 microarray platform 19 business review annual report and accounts 2009
wwwomegadiagnosticscom
board of directors
david evans ca
nonexecutive chairman
a g e d	 4 9 	 d a v i d	 e v a n s	 h a s	 c o n s i d e r a b l e	 e x p e r i e n c e	 w i t h i n	 t h e	
diagnostics industry as financial director he was a key member 
o f	 t h e	 t e a m	 t h a t	 f l o a t e d	 s h i e l d	 d i a g n o s t i c s	 l i m i t e d	 i n	 1 9 9 3 	 
h e	 b e c a m e	 c h i e f	 e x e c u t i v e	 o f f i c e r	 r e s p o n s i b l e	 f o r	 t h e	 m e r g e r	 
of shield diagnostics group plc with axis biochemicals asa  
o f	 n o r wa y	 i n	 1 9 9 9	 t o	 c r e a t e	 a x i s  s h i e l d	 p l c 	 i n	 a d d i t i o n	 t o	 h i s	
r o l e	 a s	 n o n  e x e c u t i v e	 c h a i r m a n	 o f	 o m e g a 	 h e	 i s	 n o n  e x e c u t i v e	
chairman of immunodiagnostic systems holdings plc and 
epistem holdings plc which are both aimquoted medical  
g r o u p s	 o p e r a t i n g	 i n	 d i f f e r e n t	 i n d u s t r i a l	 a r e a s	 f r o m	 o m e g a 
andrew shepherd bsc hons
chief executive
aged	 53	 andrew	 shepherd	 is	 the	 founder	 and	 managing	 direct or	
o f 	 o m e g a 	 d i a g n o s t i c s 	 l i m i t e d  	 h e 	 h a s 	 b e e n 	 i n v o lv e d 	 i n 	 t h e 	 m e d i c al	
diagnost ics 	 indust r y 	 f or 	 t he 	 last 	 34 	 y ears
h e	 s t a r t e d	 h i s	 c a r e e r	 i n	 1 9 7 4	 b y	 h o l d i n g	 t e c h n i c a l	 p o s i t i o n s	 a t	 g  d 	
s e a r l e	 l i m i t e d	 a n d	 s u b s e q u e n t l y	 a t t e n d e d	 u n i v e r s i t y 	 g r a d u a t i n g	
w i t h	 a	 b a c h e l o r	 o f	 s c i e n c e	 i n	 b i o l o g y 	 h e	 t h e n	 m o v e d	 i n t o	 a	 s a l e s	
a n d	 m a r k e t i n g	 p o s i t i o n	 a t	 c a m b r i d g e	 l i f e	 s c i e n c e s	 p l c	 i n	 1 9 8 1 	
before establishing his first diagnostics company cambridge 
b i o m e d i c a l	 l i m i t e d 	 i n	 1 9 82 	 i n	 1 9 8 6	 h e	 m o v e d	 t o	 s c o t l a n d	 t o	 
j o i n	 b i o s c o t	 l i m i t e d	 a n d 	 s h o r t l y	 a f t e r w a r d s 	 e s t a b l i s h e d	 o m e g a 
mr shepherd used his technical experience and knowledge of 
e x p o r t i n g	 t o	 o v e r s e e	 t h e	 g r o w t h	 o f	 t h e	 e x p o r t	 o f	 o m e g a	 p r o d u c t s	 
t o	 i n	 e x c e s s	 o f	 £ 2	 m i l l i o n	 p e r	 a n n u m 	 o m e g a	 n o w	 e x p o r t s	 t o	 o v e r	
1 0 0	 c o u n t r i e s	 a r o u n d	 t h e	 wo r l d 	 a n d	 h e	 t r a v e l s	 r e g u l a r l y	 t o	 m a n y	 
o f	 t h e	 c o u n t r i e s	 i n	 w h i c h	 o m e g a	 c u s t o m e r s	 a r e	 b a s e d 
mr shepherd was also recently a member of the bill and melinda 
gates foundation’s bmgf global health diagnostics forum  
w h i c h	 p r o v i d e d	 g u i d a n c e	 t o	 b m g f	 i n	 a d v i s i n g	 o n	 t e c h n o l o g y	
a n d	 f u t u r e	 i n v e s t m e n t s	 i n	 wo r l d w i d e	 d i a g n o s t i c s	 p r o g r a m m e s	 f o r	
d e v e l o p i n g	 c o u n t r i e s	 t h e	 f o r u m	 p u b l i s h e d	 a	 n u m b e r	 o f	 s c i e n t i f i c	
p a p e r s	 i n	 a	 n a t u r e	 m a g a z i n e	 s u p p l e m e n t	 i n	 n o v e m b e r	 2 0 0 6	 
wwwnaturecomdiagnostics 
kieron harbinson fcca
finance director
a g e d	 4 4 	 k i e r o n	 h a r b i n s o n	 j o i n e d	 o m e g a	 i n	 a u g u s t	 2 0 0 2	 a s	
finance director he is responsible for finance information 
technology human resources and operations planning
m r 	 h a r binson 	 joine d 	 s c o t ia 	 hold in gs 	 p l c 	 in 	 1 9 84  	 h e 	 q u a lif ie d	 
as an accountant in 1991 and became a fellow of the association 
o f 	 c h a r t e r e d 	 c e r t i f i e d 	 a c c o u n t a n t s 	 i n 	 1 9 9 7  	 h e 	 r e m a i n e d 	 w i t h	
the	 company	 for	 approximately	 1 4	 years	 during	 which	 time	 he	
he ld 	 v a r i ous 	 r ole s 	 in clud in g 	 g r o up 	 fina n cia l 	 c on t r olle r 	 a nd 	 ch ie f	
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 
ma t t e r s 	 in 	 addit ion 	 he 	 ga ine d 	 e x pe r ie nc e 	 in 	 v a r ious 	 de b t 	 a nd 	 e quit y	
t ra ns act ions  	 a nd 	 was 	 in v olv e d 	 in 	 ra ising 	 o v e r 	 £ 1 0 0 	 million 	 f or 	 t he	
company he was also head of tax and treasury responsible for 
a 	 t r e asur y 	 pr ogra mme 	 o f 	 c ash 	 in v e st me n t s 	 o f 	 o v e r 	 £50 	 million 	 a nd	
management of currency exposures
m r 	 h a r b i n s o n 	 t h e n 	 j o i n e d 	 k y m a t a 	 l i m i t e d  	 a 	 s t a r t  u p 	 o p t o e l e c t r o n i c s	
co m p a n y  	 a s 	 f i n a n ce 	 d i r e c t o r  	 o v e r 	 a 	 p e r i o d 	 o f 	 1 8 	 m o n t h s  	 h e 	 w a s	
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 
h a d 	 g r o w n 	 t o 	 o v e r 	 2 0 0 	 e m p l o y e e s  	 t h e 	 co m p a n y 	 w a s 	 s o l d 	 i n 	 2 0 0 1	
t o	 alcatel	 for	 € 1 34	 million
michael gurner fca
nonexecutive director
aged	 64 	 michael	 gurner	 led	 the	 flotation	 of	 the	 company	 on	 aim	
a s 	 c h ai r m a n 	 a n d 	 c h i e f 	 e x e c ut iv e  	 h e 	 r e v i e w e d 	 n u m e r o u s 	 p o t e n t i al	
acquisition candidates before the company entered into the 
a cq u i sit i on 	 a g r e e me n t 	 wit h 	 o me ga 	 d ia gn o s t i c s 	 l i m it e d 
h e 	 q u al i f i e d 	 a s 	 a 	 c h a r t e r e d 	 a cco u n t a n t 	 i n 	 1 9 6 7  	 b e f o r e 	 e m b a r k i n g	
o n 	 a 	 c a r e e r 	 i n 	 m e r c h a n t 	 b a n k i n g 	 wi t h 	 k e y s e r 	 u l l m a n n  	 i n c l u d i n g	
m  a 	 a c t iv i t i e s 	 wi t h 	 t h e 	 r y a n 	 g r o u p 	 o f 	 co m p a n i e s 	 a n d 	 h o l d i n g	
senior management positions including managing director of 
a 	 f u l ly 	 l i s t e d 	 comp a n y  	 con t i n uo us 	 st a t i one r y 	 pl c  	 a n 	 a cq u i sit iv e 	
b u s i n e s s 	 f o r m s 	 m a n u f a c t u r e r 	 b e t w e e n 	 1 9 8 6 	 a n d 	 1 99 1  	 d u r i n g 	 t h i s	
time he was responsible for acquisitions including prontaprint 
the photographic print retail chain and led the turnaround of its 
per f ormance 	 in 	 t he 	 ensuing 	 1 8 	 mon t hs
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 	 t he 	 boar d 	 o f 	 se v er al 	 comp anies 	 which 	 wer e 	 successfully	
turned around 
david evans ca
nonexecutive chairman
aged 49 david evans has considerable 
experience within the diagnostics industry
andrew shepherd bsc hons
chief executive
aged 53 andrew shepherd is the 
founder and managing director 
of omega diagnostics limited 
kieron harbinson fcca
finance director
aged 44 kieron harbinson joined omega 
in august 2002 as finance director 
michael gurner fca
nonexecutive director
aged 64 michael gurner led the flotation 
of the company on aim as chairman and 
chief executive  20
directors’ report
the directors present their annual report and group financial statements for the year ended 31 march 2009
principal activities
t h e	 p r i n c i p a l	 a c t i v i t y	 o f	 t h e	 c o m p a n y	 i s	 a s	 a	 h o l d i n g	 c o m p a n y 	 t h e	 p r i n c i p a l	 a c t i v i t y	 o f	 t h e	 g r o u p	 i s	 t h e	 m a n u f a c t u r e 	 d e v e l o p m e n t	 a n d	
distribution of medical diagnostic products
results and dividends
t h e	 r e s u l t	 f o r	 t h e	 y e a r	 i s	 a	 p r o f i t	 o f	 £ 22 1  0 4 1	  2 0 0 8 	 p r o f i t	 o f	 £ 2 3 7  5 1 5 	 w h i c h	 h a s	 b e e n	 t a k e n	 t o	 r e s e r v e s	 t h e	 d i r e c t o r s	 d o	 n o t	 p r o p o s e	 
t o	 p a y	 a	 d i v i d e n d 	 t h e	 r e s u l t s	 a r e	 d i s c u s s e d	 i n	 m o r e	 d e t a i l	 i n	 t h e	 f i n a n c i a l	 r e v i e w	 o n	 p a g e s	 1 6	 t o	 1 8
t h e	 c o m p a n y	 h a s	 t a k e n	 a d v a n t a g e	 o f	 t h e	 e x e m p t i o n	 a l l o we d	 u n d e r	 s e c t i o n	 2 3 0	 o f	 t h e	 c o m p a n i e s	 a c t	 1 9 8 5	 a n d	 h a s	 n o t	 p r e s e n t e d	 i t s	 o w n	
i n c o m e	 s t a t e m e n t	 i n	 t h e s e	 f i n a n c i a l	 s t a t e m e n t s	 t h e	 c o m p a n y	 l o s s	 f o r	 t h e	 y e a r	 e n d e d	 3 1	 m a r c h	 2 0 0 9	 i s	 £ 3 3  7 3 9	  2 0 0 8 	 p r o f i t	 o f	 £ 1 0 4  5 3 7  
business review and future development
a	 r e v i e w	 o f	 b u s i n e s s	 a n d	 f u t u r e	 d e v e l o p m e n t	 i s	 d i s c u s s e d	 i n	 m o r e	 d e t a i l	 i n	 t h e	 c h a i r m a n ’ s	 s t a t e m e n t 	 c h i e f	 e x e c u t i v e ’ s	 r e v i e w	 a n d	
f i n a n c i a l	 r e v i e w	 c o m m e n c i n g	 o n	 p a g e s	 1 0 	 1 2	 a n d	 1 6	 r e s p e c t i v e l y 	 k e y	 p e r f o r m a n c e	 i n d i c a t o r s	 a r e	 d i s c l o s e d	 o n	 p a g e	 3 	 o t h e r	 k p i s	 
w i t h	 c o m p a r a t i v e s	 a r e	 d i s c u s s e d	 i n	 t h e	 a f o r e m e n t i o n e d	 r e p o r t s
research and development
research	 and	 development	 activity	 has	 increased	 in	 the	 year 	 with	 a	 full	 year’ s	 charge	 from	 genesis	 and	 cns	 details	 of	 research	 and	
de v e lopme nt 	 act i v it y 	 a r e 	 c ontaine d 	 in 	 t he 	 cha ir ma n ’ s 	 sta t e me n t  	 chief 	 e x e cut iv e ’ s 	 re v ie w 	 a nd 	 fina ncia l 	 re v ie w 	 on 	 page s 	 1 0 	 t o 	 1 8	 
cost s 	 in 	 t he 	 y e a r 	 a mount e d 	 t o 	 £ 22 6  0 68 	  2 0 0 8  	 £ 1 36  6 7 2  
directors
t h e	 n a m e s	 o f	 t h e	 d i r e c t o r s	 w h o	 h a v e	 s e r v e d	 t h e	 c o m p a n y	 t h r o u g h o u t	 t h e	 y e a r	 a r e 
d a v i d	 e v a n s	
michael gurner
kieron harbinson 
andrew shepherd 
m i c h a e l	 w a l k e r	  r e s i g n e d	 1 1	 n o v e m b e r	 2 0 0 8 
b i o g r a p h i e s	 o f	 a l l	 d i r e c t o r s	 s t i l l	 s e r v i n g	 a t	 t h e	 y e a r  e n d	 a r e	 o n	 p a g e	 1 9 
directors’ interests
t h e	 b e n e f i c i a l	 i n t e r e s t s	 o f	 d i r e c t o r s	 w h o	 h a v e	 s e r v e d	 t h r o u g h o u t	 t h e	 y e a r	 a r e	 l i s t e d	 i n	 t h e	 d i r e c t o r s ’	 r e m u n e r a t i o n	 r e p o r t	 o n	 p a g e s	 22	 
a n d	 2 3 	 t h e r e	 a r e	 n o	 n o n  b e n e f i c i a l	 i n t e r e s t s	 h e l d	 b y	 d i r e c t o r s	 o n	 6	 a p r i l	 2 0 0 9 	 m i c h a e l	 g u r n e r	 p u r c h a s e d	 2 0  0 0 0	 s h a r e s	 i n	 t h e	 c o m p a n y 	
t a k i n g	 h i s	 h o l d i n g	 t o	 1 2 1  6 7 1	 o r d i n a r y	 s h a r e s	 t h e r e	 h a v e	 b e e n	 n o	 o t h e r	 c h a n g e s	 t o	 a n y	 d i r e c t o r ’ s	 i n t e r e s t s	 i n	 t h e	 s h a r e s	 o f	 t h e	 c o m p a n y	
between 31 march 2009 and the date of this report 
major interests in shares
a s	 a t	 4	 j u n e	 2 0 0 9 	 t h e	 c o m p a n y	 h a d	 b e e n	 n o t i f i e d	 t h a t	 t h e	 f o l l o w i n g	 s h a r e h o l d e r s	 h e l d	 m o r e	 t h a n	 3 	 o f	 t h e	 c o m p a n y’ s	 i s s u e d	 o r d i n a r y	
s ha re	 c a pit a l 
    number of 4p
    ordinary shares percentage
d r	 m i c h a e l	 w a l k e r	 	  4461220 2854
w i l l i a m s	 d e	 b r o e	 	  2903234 1857
brewin dolphin securities    2610842 16 7 0
andrew shepherd    1319830 844
scottish enterprise    679792 4 35
h e n d e r s o n	 g l o b a l	 i n v e s t o r s	 lt d	 	  666666 426 
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
t r a d e	 c r e d i t o r s	 o f	 t h e	 c o m p a n y	 a t	 3 1	 m a r c h	 2 0 0 9	 we r e	 e q u i v a l e n t	 t o	 7 1	 d a y s	  2 0 0 8 	 6 6	 d a y s 	 b a s e d	 o n	 t h e	 a v e r a g e	 d a i l y	 a m o u n t	 i n v o i c e d	
by suppliers during the year
governance annual report and accounts 2009
wwwomegadiagnosticscom 21 governance annual report and accounts 2009
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 a charitable donation of £130 2008 £nil and no political donations 2008 £nil during the year
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
• 	 t o 	 t h e 	 b e s t 	 o f 	 e a c h 	 d i r e c t o r ’ s 	 k n o w l e d g e 	 a n d 	 b e l i e f  	 t h e r e 	 i s 	 n o 	 i n f o r m a t i o n 	  t h a t 	 i s  	 i n f o r m a t i o n 	 n e e d e d 	 b y 	 t h e 	 g r o u p ’ s 	 a u d i t o r s 	 i n 	 c o n n e c t i o n 	 w i t h	
preparing their report of which the company’s auditors are unaware and
•	 ea ch 	 di r ect or 	 has 	 t ak en 	 al l 	 t he 	 s t ep s 	 a 	 d i r ect or 	 m i gh t 	 r eas onably 	 be 	 e xpect ed 	 t o 	 ha v e 	 t ak en 	 t o 	 be 	 awar e 	 o f 	 r ele v an t 	 a ud it 	 i n f orma t i on 	 an d 	 t o	
establish that the company’s auditors are aware of that information
by order of the board
kieron harbinson
company secretary
6 july 2009 governance annual report and accounts 2009
wwwomegadiagnosticscom
22
directors’ remuneration report
the directors 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
on 30 august 2007 shareholders approved the company’s emi share option scheme the company has issued 1442467 options under 
the emi share option scheme in the year to directors and senior managers to align their interests with those of shareholders david evans 
was issued with an option over 390822 ordinary shares of the company under an unapproved option scheme
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 £125000 per annum from 1 april 2008 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 £90000 per annum from 1 april 2008 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 as previously agreed 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 is 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
directors’ emoluments
 feesbasic  benefits total total
 salary bonuses in kind 2009 2008
consolidated £ £ £ £ £
executive
andrew shepherd 125000 – – 125000 85000
kieron harbinson 90000 – – 90000 72500
nonexecutive
david evans 25000 – – 25000 –
michael gurner 16250 – – 16250 15000
michael walker 9212 – – 9212 8750
the amounts paid in the year towards directors’ pension contributions were as follows 23 governance annual report and accounts 2009
wwwomegadiagnosticscom
directors’ pension contributions
    2009 2008
    £ £
andrew shepherd    8375 2125
kieron harbinson    5083 3125
andrew shepherd is a nonexecutive director of omega resources limited a company providing recruitment agency services 
he does not receive any remuneration for this position
directors’ interests in the 4p ordinary shares of omega diagnostics group plc
    
    31 march 2009 31 march 2008
david evans    110000 110000
michael gurner    101671 101671
kieron harbinson    58317 38883
andrew shepherd    1319830 918697
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 
 2008 the year the year the year 2009 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
david evans was issued with an option under the unapproved option scheme and andrew shepherd and kieron harbinson were issued 
with options under the company’s emi option scheme 
the share price at 31 march 2009 was 17p the highest and lowest share price during the year was 345p and 17p respectively
          
under the terms of a warrant michael gurner is entitled to subscribe for 45835 ordinary shares of 4p each between 1 april 2008 and  
19 september 2009 the warrant will lapse after 19 september 2009 if it has not been exercised by that date
approved by the board
michael gurner
nonexecutive director
6 july 2009 governance annual report and accounts 2009
wwwomegadiagnosticscom
24
the board of directors
the board currently comprises one nonexecutive chairman one nonexecutive director and two executive directors who are the  
chief executive and the finance director 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 thirteen occasions michael walker who resigned as a nonexecutive director on 11 november 2008 attended 
seven out of eight meetings that he was entitled to attend andrew shepherd attended twelve out of the thirteen meetings the three 
remaining directors were present at all the meetings held throughout the year
the chairman has additional nonexecutive directorships of the following companies
bgenuine tech kk
dxs ebt limited
epistem holdings plc
immunodiagnostic systems holdings plc
microtest matrices limited
onyx scientific limited
quotient diagnostics limited
scancell holdings plc
vindon scientific plc
the audit committee
the audit committee has met on three 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 shall consider and make 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 shall also oversee 
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 will 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 shall also review the company’s arrangements for its employees raising concerns in confidence about possible 
wrongdoing in financial reporting or other matters the committee shall ensure 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 
corporate governance report 25 governance annual report and accounts 2009
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 board has reviewed the going concern concept for the preparation of financial statements the directors have a reasonable 
expectation that the company and the group have adequate resources to continue in operation for the foreseeable future and have 
therefore adopted the going concern basis in the preparation of these financial statements
by order of the board
kieron harbinson
company secretary
6 july 2009 governance annual report and accounts 2009
wwwomegadiagnosticscom
26
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 which 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 and
•	 	 state that the group and company has complied with ifrss subject to any material departures disclosed and explained in the financial 
statements
the directors are responsible for keeping proper accounting records which 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 1985 
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
statement of directors’ responsibilities 27 audit report annual report and accounts 2009
wwwomegadiagnosticscom
we have audited the consolidated financial statements the ‘financial statements’ of omega diagnostics group plc for the year ended 
31 march 2009 and the company financial statements for the year ended 31 march 2009 which comprise the consolidated income 
statement the consolidated and company balance sheets the consolidated and company cash flow statements the consolidated 
and company statements of changes in equity and the related notes 1 to 23 these financial statements have been prepared under the 
accounting policies set out therein 
this report is made solely to the company’s members as a body in accordance with section 235 of the companies act 1985 our audit work 
has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report 
and for no other purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the company 
and the company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable united kingdom 
law and international financial reporting standards ifrss as adopted by the european union are set out in the statement of directors’ 
responsibilities
our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and international 
standards on auditing uk and ireland
we report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been 
properly prepared in accordance with the companies act 1985 we also report to you whether in our opinion the information given in the 
directors’ report is consistent with the financial statements the information given in the directors’ report includes that specific information 
presented in the financial review that is crossreferenced from the results and dividends section of the directors’ report and that specific 
information presented in the chairman’s statement and chief executive’s review that is crossreferenced from the business review and future 
development section of the directors’ report and that specific information that is presented in the directors’ remuneration report that  
is crossreferenced from the directors’ interests section of the directors’ report
in addition we report to you if in our opinion the company has not kept proper accounting records if we have not received all the 
information and explanations we require for our audit or if information specified by law regarding directors’ remuneration and other 
transactions is not disclosed
we read other information contained in the annual report and consider whether it is consistent with the audited financial statements  
the other information comprises only the highlights of 2009 our strategy global reach investing in technology our key products the 
chairman’s statement the chief executive’s review the financial review board of directors directors’ report directors’ remuneration 
report and the corporate governance report we consider the implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the financial statements our responsibilities do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with international standards on auditing uk and ireland issued by the auditing practices board  
an audit includes examination on a test basis of evidence relevant to the amounts and disclosures in the financial statements it also includes 
an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether 
the accounting policies are appropriate to the group’s and company’s circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order  
to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement  
whether caused by fraud or other irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation  
of information in the financial statements
opinion
in our opinion
•	 t he 	 fi n an cial 	 s t a t emen t s 	 g iv e 	 a 	 t rue 	 an d 	 f ai r 	 vie w  	 i n 	 a ccor dan ce 	 wit h 	 i f r ss 	 as 	 a dop t ed 	 b y 	 t he 	 e ur opean 	 un i on  	 o f 	 t he 	 s t a t e 	 o f 	 t he 	 gr o up ’ s	 
and the company’s affairs as at 31 march 2009 and of the group’s profit for the year then ended
•	 t he 	 fi n an cial 	 s t a t emen t s 	 ha v e 	 been 	 p r operly 	 p r ep ar ed 	 i n 	 a ccor dan ce 	 wit h 	 t he 	 comp an ies 	 a ct 	 1 98 5  	 an d
•	 t he 	 i n f orma t i on 	 g iv en 	 i n 	 t he 	 di r ect ors ’ 	 r ep or t 	 i s 	 con si s t en t 	 wit h 	 t he 	 fi n an cial 	 s t a t emen t s
ernst  young llp
registered auditors
edinburgh
6 july 2009
independent auditor’s report
to the members of omega diagnostics group plc financial statements annual report and accounts 2009
wwwomegadiagnosticscom
28
    2009 2008
    total total
   note £ £
continuing operations
revenue   7 5438313 3491580
cost of sales    2094049 1593686
gross profit    3344264 1897894
administration costs    2691545 1599657
other income – government grants  
and related assistance    550 –
exceptional administration costs   19 80301 –
operating profit   7 572968 298237
finance costs   5 312232 187421
finance income – interest receivable   7 6157 12892
profit before taxation    266893 123708
tax chargecredit   6 45852 113807
profit for the year    221041 237515
earnings per share eps   22
basic eps on profit for the year  
– before exceptional items    20p 24p
– after exceptional items    14p 24p
diluted eps on profit for the year 
– before exceptional items    20p 22p
– after exceptional items    14p 22p
consolidated income statement
for the year ended 31 march 2009 29 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
consolidated balance sheet
as at 31 march 2009
     
    2009 2008
   note £ £
assets
noncurrent assets
intangibles   9 4879700 5 1117 47
property plant and equipment   10 639446 592647
deferred taxation   15 107530 124310
derivative financial instruments   23 599 3419
    5627275 5832123
current assets
inventories   11 762380 627037
trade and other receivables   12 1254963 1085291
income tax receivable    4055 –
cash and cash equivalents    612554 512511
    2633952 2224839
total assets    8261227 8056962
equity and liabilities
equity
issued capital   16 5011769 4405998
retained earnings    646548 945537
total equity    4365221 3460461
liabilities
noncurrent liabilities
other financial liabilities   20 – 204476
longterm borrowings   13 1875263 1976912
deferred taxation   15 575065 591366
derivative financial instruments   23 10700 3649
total noncurrent liabilities    2461028 2776403
current liabilities
shortterm borrowings   13 372304 288869
other financial liabilities   20 131580 733327
trade and other payables   14 871725 726325
income tax payable    59369 71577
total current liabilities    1434978 1820098
total liabilities    3896006 4596501
total equity and liabilities    8261227 8056962
david evans kieron harbinson
nonexecutive chairman finance director
6 july 2009 6 july 2009 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
30
consolidated statement of changes in equity
for the year ended 31 march 2009
  share share retained
  capital premium earnings total
 note £ £ £ £
balance at 31 march 2007  860175 37 4121 1183052 51244
issue of share capital for cash consideration 16 293333 1450778 – 1744111
issue of share capital for noncash consideration 16 178449 1159917 – 1338366
fair value adjustment to issue of share capital  
for noncash consideration 16 – 89225 – 89225
profit for the year ended 31 march 2008  – – 237515 237515
balance at 31 march 2008  1331957 3074041 945537 3460461
issue of share capital for noncash consideration 16 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 31 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
     
    2009 2008
   note £ £
cash flows generated from operations
profit for the year    221041 237515
adjustments for
taxation    45852 113807
finance costs    312232 187421
finance income    6157 12892
operating profit before working capital movement    572968 298237
increasedecrease in trade and other receivables    169672 234858
increasedecrease in inventories    135343 64919
increasedecrease in trade and other payables    205913 279257
gainloss on sale of property plant and equipment    350 520
depreciation   10 85484 61554
amortisation of intangible assets   9 98750 57604
sharebased payments    77948 –
taxation paid    67422 –
net cash flow from operating activities    668276 438435
investing activities
finance income    6157 12892
purchase of property plant and equipment    26933 157721
sale of property plant and equipment    2500 6500
outflow on acquisition of subsidiary   8 167471 2896258
net cash used in investing activities    185747 3034587
financing activities
finance costs    67603 126637
proceeds from issue of share capital    – 17 44 111
new loans    – 1354924
loan repayments    264259 241555
finance lease repayments    50624 –
net cash used infrom financing activities    382486 2730843
net increase in cash and cash equivalents    100043 134691
cash and cash equivalents at beginning of year    512511 377820
cash and cash equivalents at end of year    612554 512511
consolidated cash flow statement
for the year ended 31 march 2009 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
32
     
    2009 2008
   note £ £
assets
noncurrent assets
investments   21 7676225 7809522
deferred taxation   15 16214 19953
derivative financial instruments   23 599 3419
    7693038 7832894
current assets
trade and other receivables   12 786271 749422
cash and cash equivalents    114866 76862
    901137 826284
total assets    8594175 8659178
equity and liabilities
equity
issued capital   16 6001444 5395673
retained earnings    137167 181376
total equity    5864277 5214297
liabilities
noncurrent liabilities
other financial liabilities   20 – 201985
longterm borrowings   13 1738941 1858998
derivative financial instruments   23 10700 3649
total noncurrent liabilities    1749641 2064632
current liabilities
shortterm borrowings   13 290710 241325
other financial liabilities   20 131580 733327
trade and other payables   14 556478 405597
income tax payable    1489 –
total current liabilities    980257 1380249
total liabilities    2729898 3444881
total equity and liabilities    8594175 8659178
david evans kieron harbinson
nonexecutive chairman finance director
6 july 2009 6 july 2009
company balance sheet
as at 31 march 2009 33 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
  share share retained
  capital premium earnings total
 note £ £ £ £
balance at 31 march 2007  1232457 991514 285913 1938058
issue of share capital for cash consideration 16 293333 1450778 – 1744111
issue of share capital for noncash consideration 16 178449 1159917 – 1338366
fair value adjustment to issue of share capital  
for noncash consideration 16 – 89225 – 89225
profit for the year ended 31 march 2008  – – 104537 104537
balance at 31 march 2008  1704239 3691434 181376 5214297
issue of share capital for noncash consideration 16 30289 575482 – 605771
loss for the year ended 31 march 2009  – – 33739 33739
sharebased payments  – – 77948 77948
balance at 31 march 2009  1734528 4266916 137167 5864277
company statement of changes in equity
for the year ended 31 march 2009 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
34
     
    2009 2008
    £ £
cash flows generated from operations
lossprofit for the year    33739 104537
adjustments for
taxation     5228 19953
finance costs    300944 178251
finance income    838 7491
operating profit before working capital movement    271595 255344
increase in trade and other receivables    36849 337834
increasedecrease in trade and other payables    212516 26869
sharebased payments    77948 –
net cash flow from operating activities    525210 109359
investing activities
finance income    838 7491
outflow on acquisition of subsidiary    167471 31 14103
net cash used in investing activities    166633 3106612
financing activities
finance costs    56314 1 1 7468
proceeds from issue of share capital    – 17 44 111
new loans    – 1200000
loan repayments    264259 120000
net cash used infrom financing activities    320573 2706643
net increasedecrease in cash and cash equivalents    38004 509328
cash and cash equivalents at beginning of year    76862 586190
cash and cash equivalents at end of year    114866 76862
company cash flow statement
for the year ended 31 march 2009 35 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
1 authorisation of financial statements
the financial statements of omega diagnostics group plc for the year ended 31 march 2009 were authorised for issue by the board of 
directors on 6 july 2009 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 2009 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
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 2009 is £107530 2008 £124310 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 2009 the genesis earnout has a carrying value of £131580 2008 £329540 as the earnout is 
based on 7 of sales of certain products the earnout amount may vary depending on the level of sales achieved
notes to the financial statements
for the year ended 31 march 2009 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
36
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
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
notes to the financial statements continued 37 financial statements annual report and accounts 2009
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
for the purposes of the consolidated cash flow statement cash and cash equivalents consist of cash and cash equivalents as defined 
above net of any outstanding bank overdrafts
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 
vesting conditions other than conditions linked to the price of the shares of the company market conditions no expense is recognised 
for awards that do not ultimately vest except for awards where vesting is conditional upon a market condition which are treated as vesting 
irrespective of whether or not the market condition is satisfied provided that all other performance conditions are satisfied financial statements annual report and accounts 2009
wwwomegadiagnosticscom
38
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 nonmarket conditions and of the number of equity 
instruments that will ultimately vest or in the case of an instrument subject to a market condition be treated as vesting as described above 
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
•	 wher e 	 t he 	 t emp or ar y 	 d if f er en ce 	 ari s es 	 fr om 	 t he 	 i n it ial 	 r ecogn it i on 	 o f 	 goo dwi l l 	 or 	 o f 	 an 	 ass e t 	 or 	 l iabi l ity 	 i n 	 a 	 t r an sa ct i on 	 t ha t 	 i s 	 n o t 	 a 	 b usi ness	
combination that at the time of the transaction affects neither accounting nor taxable profit or loss
•	 i n 	 r espect 	 o f 	 t a x able 	 t emp or ar y 	 d if f er en ces 	 ass ocia t ed 	 wit h 	 i n v es t men t s 	 i n 	 s ub si d iaries  	 ass ocia t es 	 an d 	 j oi n t 	 v en t ur es  	 wher e 	 t he 	 t i m i n g 	 o f 	 t he	
reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future 
and
•	 de f err ed 	 i n come 	 t a x 	 ass e t s 	 ar e 	 r ecogn i s ed 	 on ly 	 t o 	 t he 	 e xt en t 	 t ha t 	 it 	 i s 	 p r ob able 	 t ha t 	 t a x able 	 p r o fit 	 wi l l 	 be 	 a v ai lable 	 a gai n s t 	 wh i ch 	 t he 	 ded uct i ble	
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 is charged or credited directly to equity if it relates to items that are credited or charged to equity otherwise income tax is 
recognised in the income statement
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 2009
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 subsidiaries in investments 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     effective date
ifrs 1ias 27 amendment – cost of an investment in a subsidiary jointly controlled entity or associate  1 january 2009
ifrs 2 revised sharebased payments vesting conditions and cancellations    1 january 2009
ifrs 3 revised business combinations      1 july 2009
ifrs 8 operating segments     1 january 2009
ias 1 revised presentation of financial statements a revised presentation    1 january 2009
ias 23 borrowing costs – revised     1 january 2009
ias 27 consolidated and separate financial statements    1 july 2009
ias 32ias 1 amendment – puttable financial instruments and obligations arising on liquidation  1 january 2009
ias 39 eligible hedged items     1 january 2009
international financial reporting interpretations committee ifric     effective date
ifric 13  customer loyalty programmes      1 july 2008
ifric 15  agreements for the construction of real estate     1 january 2009
ifric 16  hedges of a net investment in a foreign operation     1 october 2008
ifric 17  distributions of noncash assets to owners     1 july 2009
ifric 18 transfer of assets from customers     1 july 2009
 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 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 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
ifrs 3 revised will apply to business combinations arising from 1 january 2010 this will require recognition of subsequent changes in the 
fair value of contingent consideration in the income statement rather than against goodwill in addition transaction costs will be required to 
be recognised immediately in the income statement financial statements annual report and accounts 2009
wwwomegadiagnosticscom
40
notes to the financial statements continued
4 segment information continued
the group’s activities are in one business segment diagnostic testing kits there are no other significant classes of business either 
singularly or in aggregate accordingly the group’s primary segment reporting is by business segment with geographical reporting 
being the secondary format 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 key management the purposes of evaluating performance and making 
decisions about future allocations of resources 
business segments
    2009 2008
    £ £
segment revenues    5438313 3491580
segment result operating profit    572968 298237
there are no unallocated expenses
assets and liabilities
segment assets    7519584 7416722
unallocated assets    741643 640240
total assets    8261227 8056962
segment liabilities    871725 726325
unallocated liabilities    3024281 3870176
total liabilities    3896006 4596501
other segment information
segment capital expenditure    134433 157721
segment depreciation    85484 61554
segment amortisation of intangibles    98750 57604
segment impairment of trade receivables    455 1192
segment earn out credit    – 164228
segment sharebased payments    77948 –
geographical segments
the group’s geographical segments are based on the location of its markets and customers sales to external customers disclosed in 
geographical segments 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 
    2009 2008
    £ £
revenues
uk    534157 381778
eurozone    1952073 1026038
other europe    197065 143676
north america    156542 53250
southcentral america    362776 373939
asia and far east    1212651 777064
africa and middle east    1023049 735835
    5438313 3491580 41 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
4 segment information continued
    2009 2008
    £ £
segment assets
uk    7519584 7416722
unallocated assets    741643 640240
total assets    8261227 8056962
segment liabilities
uk    871725 726325
unallocated liabilities    3024281 3870176
total liabilities    3896006 4596501
capital expenditure
uk    134433 157721
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
5 finance costs
    2009 2008
consolidated    £ £
interest payable on loans and bank overdrafts    96120 101623
exchange difference on loans    188295 13449
unwinding of discounts    64583 64888
fair value adjustment to acquisition    57907 –
fair value adjustment to financial derivatives    9871 230
finance leases    11270 7231
    312232 187421
    2009 2008
company    £ £
interest payable on loans and bank overdrafts    96102  99684
exchange difference on loans    188295 13449
unwinding of discounts    64583 64888
fair value adjustment to acquisition    57907 –
fair value adjustment to financial derivatives    9871 230
    300944 178251 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
42
notes to the financial statements continued
6 taxation
    2009 2008
consolidated    £ £
a income tax expense
current tax – current year    59274 –
current tax – prior year adjustment    8114 38128
deferred tax – current year    19293 82087
deferred tax – prior year adjustment    24601 6408
tax chargecredit for the year    45852 113807
    2009 2008
consolidated    £ £
b reconciliation of total tax charge
factors affecting the tax charge for the year
profit before tax    266893 123708
effective rate of taxation    28 30
profit before tax multiplied by the effective rate of tax    74730 37 1 12
effects of
expenses not deductible for tax purposes and permanent differences   55495 57806
transfers from previously unrecognised deferred tax asset    16214 32818
research and development tax credits    35444 30445
tax overprovided in prior years    32715 29850
tax chargecredit for the year    45852 113807
    2009 2008
company    £ £
a income tax expense  
current tax – current year    1489 –
deferred tax – current year    21895 19953
deferred tax – prior year adjustment    18156 –
tax chargecredit for the year    5228 19953
 
b reconciliation of the total tax charge  
factors affecting the tax charge for the year
lossprofit before tax    28511 84584
effective rate of taxation    28 30
 
lossprofit before tax multiplied by the effective rate of tax    7983 25375
 
effects of
expenses not deductible for tax purposes    47581 19535
transfers from previously unrecognised deferred tax asset    16214 64863
tax overprovided in prior years    18156 –
tax chargecredit for the year    5228 19953 43 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
7 revenue and expenses
    2009 2008
consolidated    £ £
revenues
revenue – sales of goods    5438313 3491580
finance income    6157 12892
total revenue    5444470 3504472
no revenue was derived from exchange of goods or services in either of the two years
    2009 2008
consolidated    £ £
operating profit is stated after chargingcrediting
depreciation    85484 61554
amortisation of intangibles    98750 57604
net foreign exchange gainslosses    94652 4141
writedown of inventories    – 11502
research and development costs    226068 136672
impairment of trade receivables    455 1192
operating lease rentals    174556 130026
sharebased payments    77948 –
auditors’ remuneration
– fees payable to the company’s auditors for the audit of the annual accounts    15000 15000
– fees payable to the company’s auditors for other services 
– taxation    20950 1 7700
– local statutory audit of subsidiaries    17500 1 7500
– local statutory audit of the parent company    2500 2500
– all other services    – 8000
all research and development costs were charged directly to administration costs in the income statement
staff costs
the average monthly number of employees including directors was
    2009 2008
consolidated    number number
operations    35 17
management and administration    21 19
employee numbers    56 36
their aggregate remuneration comprised
    2009 2008
    £ £
wages and salaries    1423073 852799
social security costs    140265 114219
pension costs    45355 15280
sharebased payments    77948 –
    1686641 982298 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
44
notes to the financial statements continued
7 revenue and expenses continued
equitysettled sharebased payments
consolidated and company
the sharebased payment plans are described below there have been no cancellations or modifications to any of the plans since their inception
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
1833289 share options were granted on 10 december 2008 all of these are still outstanding and none are exercisable at the year end  
the weighted average fair value of options granted during the year was 1584p with a remaining contractual life of 975 years at 31 march 2009
the following table lists the inputs to the model used for the year end 31 march 2009
    2009 2008
dividend yield    0 –
expected volatility    84 –
risk free interest rate    2 –
expected life of option    10 years  –
share price at date of grant    19p 
     
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
    2009 2008
consolidated    £ £
fees    50462 23750
emoluments    215000 157500
contributions to personal pension    13458 5250
    278920 186500
members of a defined contribution pension scheme at the year end   2 2
    2009 2008
company    £ £
fees    50462 23750
emoluments    215000 157500
    265462 181250 45 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
8 acquisition of subsidiaries
on 3 september 2007 the group acquired 100 of the voting shares of genesis diagnostics ltd ‘genesis’ and cambridge nutritional 
sciences ltd ‘cns’ both unlisted companies based in cambridgeshire uk genesis is an established business in the medical 
diagnostics industry developing producing and selling a range of test kits specialising in the areas of autoimmune disease infectious 
disease and food intolerance cns provides a testing service for food intolerance and various other diseases    
 
the acquisition was accounted for using the purchase method of accounting and the consolidated financial statements included the 
results of genesis and cns in the prior year for the sevenmonth period from the acquisition date the fair values of the identifiable assets 
and liabilities of genesis and cns at the date of acquisition were     
     total
     £
intangible assets     1975000
property plant and equipment     395504
inventories     428319
trade and other receivables     617515
cash and cash equivalents     382073
borrowings     45500
trade and other payables     289428
deferred tax liability     601199
     
net assets     2862284
goodwill on acquisition     3194351
     6056635
     
fair value of consideration     5978303
acquisition costs     78332
     6056635
     
cost of the acquisition     
the total acquisition cost of £6056635 comprised the following a cash payment of £3200000 4461220 shares in the company with  
a fair value of £1427590 based on the market price at acquisition loan notes totalling £1100000 discounted to a fair value of £959539  
an earnout based on the future performance of certain products estimated at £400000 discounted to a present value of £329540  
a deferred cash payment of £61634 payable 12 months after completion and acquisition costs of £78332 the earnout accrues at 7 
of sales of the relevant products over the threeyear period from 1 november 2006 to 31 october 2009 and is payable in three annual 
instalments once relevant amounts are finally agreed
funding
to fund the cost of the acquisition the group raised £2200000 before expenses of £455889 via the placing of 7333333 new ordinary 
shares at a price of 30p per share in addition the group borrowed £12 million under a senior term loan facility from its principal banker 
repayable over five years the loan carried interest at 25 over base rate for the first year and fell to 2 over base rate thereafter as the 
group remained within agreed covenants the vendors of genesis and cns were issued loan notes of £1100000 repayable in three  
equal instalments on anniversary dates in 2012 2013 and 2014 interest accrues at base rate and is payable with the final instalment
cash outflow on acquisition
    2009 2008
    £ £
net cash acquired with genesis and cns    – 382074
acquisition costs    – 78332
cash paid    – 3200000
deferred cash payment    61634 –
contingent consideration payments    105837 –
net cash outflow    167471 2896258 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
46
notes to the financial statements continued
9 intangibles
    technology 
   goodwill assets total 
consolidated   £ £ £
cost     
at 1 april 2007   – – –
on acquisition   3194351 1975000 5169351
at 31 march 2008   3194351 1975000 5169351
adjustment related to contingent consideration   133297 – 133297
at 31 march 2009   3061054 1975000 5036054
     
accumulated amortisation and impairment     
at 1 april 2007   – – –
amortisation charge in the year   – 57604 57604
at 31 march 2008   – 57604 57604
amortisation charge in the year   – 98750 98750
at 31 march 2009   – 156354 156354
     
net book value      
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 recoverable amount of genesiscns 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 2010 the key assumption used for the budget is the 
revenue opportunity for existing products and in particular the opportunity for microarray and macroarraybased products the discount 
rate applied to cash flows is 14 reflecting the pretax weighted average cost of capital wacc for the group 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 over the next 4 years using a growth rate of 7 that equates to the current rate of growth seen globally 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 significant headroom above carrying value sensitivity analysis has been undertaken to assess the impact of any 
reasonably possible change in key assumptions there is no reasonably possible change that would cause the carrying value to exceed   
the recoverable amount 
       
the adjustment relating to contingent consideration amounting to £133297 results from a reassessment of the genesiscns earn out  
this is further analysed in note 20 other than for the adjustment above there has been no impairment to the carrying value of goodwill 47 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
10 property plant and equipment
  leasehold plant and motor
  improvements machinery vehicles  total
consolidated  £ £ £ £
cost
at 1 april 2007  81044 509284 – 590328
additions  – 157721 – 157721
on acquisition  49156 662314 36378 747848
disposal  – – 7731 7731
at 31 march 2008  130200 1329319 28647 1488166
additions  – 134433 – 134433
disposal  – 398 10479 10877
at 31 march 2009  130200 1463354 18168 1611722
     
accumulated amortisation and impairment     
at 1 april 2007  28210 454123 – 482333
charge in the year  10972 47046 3536 61554
on acquisition  13428 323233 15682 352343
disposal  – – 711 711
at 31 march 2008  52610 824402 18507 895519
charge in the year  13020 69810 2654 85484
disposal  – 391 8336 8727
at 31 march 2009  65630 893821 12825 972276
     
net book value     
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 2009 is £280671 2008 £196949
11 inventories
    2009 2008
    £ £
raw materials    527509 434588
work in progress    121135 132406
finished goods and goods for resale    113736 60043
    762380 627037 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
48
notes to the financial statements continued
12 trade and other receivables
    2009 2008
consolidated    £ £
trade receivables    1070348 962617
prepayments and other receivables    184615 122674
    1254963 1085291
the directors consider that the carrying amount of trade receivables and other receivables approximates their fair value
    2009 2008
company    £ £
prepayments and other receivables    42852 32818
due from subsidiary companies    743419 716604
    786271 749422
analysis of trade receivables
    2009 2008
consolidated    £ £
neither impaired nor past due    838042 579744
past due but not impaired    232306 382873
    2009 2008
company    £ £
neither impaired nor past due    743419 716604
ageing of past due but not impaired trade receivables
    2009 2008
consolidated    £ £
up to 3 months    202732 325473
between 3 and 6 months    23935 57400
more than 6 months    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 2009
wwwomegadiagnosticscom
13 interestbearing loans and borrowings and financial instruments
    2009 2008
consolidated    £ £
current
bank loans    290710 241325
obligations under finance leases    81594 47544
    372304 288869
noncurrent
bank loans    726776 852124
obligations under finance leases    136322 1 1 7914
other loans    1012165 1006874
    1875263 1976912
bank loans comprise the following
£1017486 variable rate loan 2012 base rate  20 2008 base rate 25   1017486 1093449
    1017486 1093449
less current instalments    290710 241325
    726776 852124
    2009 2008
consolidated    £ £
other loans comprise the following
vendor loan – 2014 base rate    1012165 1006874
    1012165 1006874
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
there are two bank of scotland term loans of £420000 2008 £540000 and us855540 2008 us1099980 repayable in equal 
monthly instalments of £10000 and us20370 both with a maturity date of 4 september 2012 in september 2008 the interest margin 
decreased from 25 to 20 as the group remained within all its bank covenants throughout the first year of the loans
    2009 2008
company    £ £
current
bank loans    290710 241325
    290710 241325
noncurrent
bank loans    726776 852124
other loans    1012165 1006874
    1738941 1858998
bank loans comprise the following
£1017486 variable rate loan 2012 base rate  20 2008 25    1017486 1093449
    1017486 1093449
less current instalments    290710 241325
    726776 852124 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
50
notes to the financial statements continued
13 interestbearing loans and borrowings and financial instruments continued
    2009 2008
company    £ £
other loans comprise the following
vendor loan – 2014 base rate    1012165 1006874
    1012165 1006874
14 trade and other payables
    2009 2008
consolidated    £ £
trade payables    667967 346241
social security costs    42582 35143
accruals and other payables    161176 344941
    871725 726325
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
    2009 2008
company    £ £
trade payables    91885 25016
accruals and other payables    67718 224492
due to subsidiary companies    396875 156089
    556478 405597
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
15 deferred taxation
the deferred tax asset is made up as follows
    2009 2008
consolidated    £ £
decelerated capital allowances    18228 35442
temporary differences    23061 1708
tax losses carried forward    66241 87 160
    107530 124310
    2009 2008
company    £ £
tax losses carried forward    – 19953
temporary differences    16214 –
    16214 19953
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 51 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
15 deferred taxation continued
the deferred tax liability is made up as follows
    2009 2008
consolidated    £ £
fair value adjustments on acquisition    564481 579058
accelerated capital allowances    10584 12308
    575065 591366
16 share capital
    2009 2008
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    14875694 123245615
     
consolidation of shares on 401 basis    – 3081140
     
issued during the year    757213 11794554
at the end of the year    15632907 14875694
     
    £ £
shares allotted for cash     
aggregate nominal value    – 293333
share premium    – 1906667
expense of issue    – 455889
consideration received    – 17 44 111
     
shares allotted for noncash consideration     
aggregate nominal value    30289 178449
share premium    575482 1249142
increase in issued capital    605771 1427591
    2009 2008
consolidated    number number
     
issued and fully paid share capital     
at the beginning of the year    14875694 123245615
consolidation of shares on 401 basis    – 3081140
     
issued during the year    757213 11794554
at the end of the year    15632907 14875694
     
     financial statements annual report and accounts 2009
wwwomegadiagnosticscom
52
notes to the financial statements continued
16 share capital continued
    £ £
shares allotted for cash     
aggregate nominal value    – 293333
share premium    – 1906667
expense of issue    – 455889
consideration received    – 17 44 111
     
shares allotted for noncash consideration     
aggregate nominal value    30289 178449
share premium    575482 1249142
increase in issued capital    605771 1427591
 
the company granted warrants to those shareholders in quintessentially english plc on the register just prior to the reverse transaction 
in 2006 these warrants entitle those shareholders to subscribe for a total of 139710 new ordinary shares the warrants have an exercise 
price of 80p per share and an expiry date of 19 september 2009
during the year 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
in accordance with the omega earnout additional shares were issued to the original shareholders of omega diagnostics limited in 
settlement of the earnout of £605771 the number of new ordinary shares issued was 757213
17 commitments and contingencies
operating lease commitments
future minimum rentals payable under noncancellable operating leases are as follows
    2009 2008
consolidated    £ £
land and buildings
within 1 year    163374 163374
within 2 to 5 years    374559 537933
other
within 1 year    10599 10546
within 2 to 5 years    22311 23906
after 5 years    – 1800
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 2009 to march 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 2009 2008 £30000  53 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
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
    2009 2008
    £ £
shortterm employee benefits    265462 181250
sharebased payments    77948 –
postemployment benefits    13458 5250
    345388 186500
included within shortterm employee benefits are amounts paid to mba consultancy of £25000 2008 £nil a company controlled by 
david evans and £16250 2008 £15000 to alberdale catalyst ltd a company 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  
and cambridge nutritional sciences largely relating to payment of fees the amounts outstanding at the year end are as follows
  odg odl genesis cns 
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 –
  odg odl genesis cns 
at 31 march 2008  £ £ £ £
omega diagnostics group plc entity  – 716604 34032 122057
omega diagnostics limited  716604 – 14740 10000
genesis diagnostics limited  34032 14740 – 40057
cambridge nutritional sciences limited  122057 10000 40057 –
during the year there were transactions between the company and its subsidiaries as follows    
    2009 2008
    £ £
    
balance at 1 april 2008    560515  111753 
    
charges to subsidiary companies    959658  644302 
charges from subsidiary companies    290286 180958
transfers of cash to subsidiary companies    802509  665418 
transfers of cash from subsidiary companies    1685851 680000
balance at 31 march 2009    346544  560515
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     financial statements annual report and accounts 2009
wwwomegadiagnosticscom
54
19 exceptional items
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 has been 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
20 other financial liabilities
 
consolidated and company     £
earnout relating to omega     
as at 1 april 2007     705112
fair value adjustment through finance costs     64888
fair value adjustment through administration costs     164228
earnout relating to omega as at 31 march 2008     605772
earnout relating to genesiscns acquisition during the year     329540
as at 31 march 2008     935312
     
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
the earnout relating to genesiscns amounting to £131580 is contained within current financial liabilities
21 investments
company
the company’s investments in subsidiaries which are all 100 owned are comprised of the following
    2009 2008
    £ £
investment in omega diagnostics limited    1752884  1752884
investment in genesis diagnostics limited    1845065 1933930
investment in cambridge nutritional sciences limited    4078274 4122706
investment in bealaw 692 limited    1 1
investment in bealaw 693 limited    1 1
    7676225  7809522
the movement in the cost of the investment in genesis diagnostics ltd of £88865 reflects the change to the earnout calculation under 
ifrs 3 the movement in the cost of the investment in cambridge nutritional sciences ltd of £44432 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
notes to the financial statements continued 55 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
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 
    2009 2008
    £ £
net profit attributable to equity holders of the group    221041 237515
    2009 2008
    number number
basic average number of shares    15356991 9921322
omega earnout    – 757213
diluted weighted average number of shares    15356991 10678535
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 the weighted average number of ordinary shares 
both basic and diluted
net profit before exceptional items attributable to equity holders of the group is derived as follows
    2009 2008
    £ £
net profit attributable to equity holders of the group    221041 237515
exceptional items    80301 –
profit before exceptional items attributable to equity holders of the group   301342 237515
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 as at 31 march 2009 the group 
has not entered into any hedge transactions financial statements annual report and accounts 2009
wwwomegadiagnosticscom
56
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 £
2009
trade and other receivables    5 15626
trade and other payables    5 7510
cash and cash equivalents    5 16452
bank loans    5 31447
2008     
trade and other receivables    5 8147 
trade and other payables    5 3800
cash and cash equivalents    5 12777
bank loans    5 29129
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 18 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
notes to the financial statements continued 57 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
23 financial risk management objectives and policies continued
the table below summarises the maturity profile of the group’s financial liabilities at 31 march 2009 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 £ £ £ £ £
2009     
trade and other payables 829143 – – – 829143
obligations under finance lease 20902 60692 136322 – 217916
bank loans 78784 233686 749135 – 1061605
vendor loan – – 733334 478337 1211671
 928829 294378 1618791 478337 3320335
2008 
trade and other payables 629548  61634 – – 691182
obligations under finance lease 11536 36008 117914 – 165458
bank loans 75367 222207 932957 – 1230531
vendor loan – – 366666 1239128 1605794
 716451 319849 1417537 1239128 3692965
the table below summarises the maturity profile of the company’s financial liabilities at 31 march 2009 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  £ £ £ £ £
     
2009     
trade and other payables 556478 – – – 556478
bank loans 78784 233686 749135 – 1061605
vendor loan – – 733334 478337 1211671
  635262 233686 1482469 478337 2829754
      
2008      
trade and other payables 405597  61634 – – 467231
bank loans 75367 222207 932957 – 1230531
vendor loan – – 366666 1239128 1605794
  480964 283841 1299623 1239128 3303556
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 listed below 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 financial statements annual report and accounts 2009
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58
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 £
2009     
cash and cash equivalents    25 1406
bank loans    25 2639
vendor loan    25 2750
2008     
cash and cash equivalents    25 1113
bank loans    25 1442
vendor loan    25 1604
a decrease of 25 basis points would have a similar opposite effect 
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 £
2009     
cash and cash equivalents    25 240
bank loans    25 2639
vendor loan    25 2750
2008     
cash and cash equivalents    25 829
bank loans    25 1442
vendor loan    25 1604
      
a decrease of 25 basis points would have a similar opposite effect       
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 2009 and 31 march 2008 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 2009 and 31 march 2008 including derivative 
financial instruments represent the group’s maximum exposure to credit risk
notes to the financial statements continued 59 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
23 financial risk management objectives and policies continued
derivative financial instruments
    2009 2008
consolidated and company    £ £
included in noncurrent assets
interest rate instruments     599 3419
included in noncurrent liabilities
interest rate instruments    10700 3649
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 financial statements annual report and accounts 2009
wwwomegadiagnosticscom
60
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 27 august 2009 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 2009
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 michael gurner as a director of the company
4  that the directors be and are generally and unconditionally authorised for the purposes of section 80 of the companies act 1985 
act to exercise all powers of the company to allot relevant securities within the meaning of that section up to an aggregate nominal 
amount of £31265812 provided that this authority shall unless renewed varied or revoked by the company in general meeting 
expire at the completion of the next following annual general meeting of the company but the company may before such expiry 
make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot 
relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired 
this authority is in substitution of all previous authorities conferred upon the directors pursuant to section 80 of the act but without 
prejudice to the allotment of any relevant securities already made or to be made pursuant to such authorities
special business
5  that subject to the passing of resolution 4 the directors be and they are empowered pursuant to section 95 of the companies act  
1985 the ‘act’ to allot equity securities as defined in the act wholly for cash pursuant to the authority conferred by resolution 4  
andor where the allotment constitutes an allotment of equity securities by virtue of section 943a of the act as if section 891  
of the act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities
i   in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion as nearly as may be practicable  
to their respective holdings of such shares but subject to such exclusions or other arrangements as the directors may deem necessary  
or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory or the requirements of  
any regulatory body or stock exchange and 
 ii    otherwise than pursuant to subparagraph i above up to an aggregate nominal amount of £213797 44 and shall expire at the completion 
of the next following 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
by order of the board
kieron harbinson
company secretary
6 july 2009
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 25 august 2009 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
email odlomegadiagnosticscouk
notice of annual general meeting omega diagnostics group plc is an aimquoted  
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 
omega operates in a niche market in supplying tests  
for specific infectious diseases autoimmune disease  
and food intolerance
sales £54m 56
gross profit £33m 76
gross profit 615
operating profit £573k 92
09 £5438k
08 £3492k
07 £2032k
09 £3344k
08 £1898k
07 £831k
09 615
08 544
07 409
09 £573k
08 £298k
07 £886k
year on year 
nominated adviser and broker
cenkos securities ltd
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
wallbrook pr ltd
4 lombard street
london ec3v 9hd
country of incorporation 
omega diagnostics group plc
england  wales
registered no 5017761
advisers omega diagnostics group plc 
annual report and accounts 2009
delivering strong results wwwomegadiagnosticscom
omega diagnostics ltd
formed in 1987 odl specialises in  
infectious diseases particularly syphilis  
tb and dengue fever
wwwomegadiagnosticscom
omega diagnostics group plc
subsidiary companies are omega diagnostics ltd 
genesis diagnostics ltd and cambridge nutritional 
sciences ltd
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
t el 44 01259 763030 
fax 44 01259 761853
email odlomegadiagnosticscouk
genesi s
omega diagnostics group plc annual report and accounts 2009


Summary:
 overview annual report and accounts 2009
wwwomegadiagnosticscom
10
chairman’s statement
dear shareholder
i am pleased to report that the group has  
made sustained progress in the year with  
growth in turnover and profitability across  
the group
david evans 
nonexecutive chairman 
6 july 2009
strategy
the acquisition of genesis diagnostics ‘genesis’ and cambridge 
nu t r it i ona l 	 s cie nc e s 	  ‘ cns ’  	 ha s 	 suc c e s sf u ll y 	 f u lf ille d 	 one 	 o f 	 o ur	
strategic aims of acquiring profitable companies with complementary 
products	 that	 drive	 grow th	 t urnover	 has	 increased	 across	 all	 group	
div isions 	 a nd 	 in 	 most 	 o f 	 t he 	 r e gions 	 we 	 se ll 	 t o 	 a r ound 	 t he 	 wor ld  	 t he	
group has been able to make good use of its expanded distribution 
net w or k 	 in 	 achie v ing 	 t he 	 r ollou t 	 o f 	 t he 	 g e na r ra y t
™
 food intolerance 
assay	 where	 systems	 have	 been	 placed	 in	 a	 number	 of	 countries	 for	
evaluation	 purposes	 and	 there	 has	 also	 been	 some	 crossselling	 of	
t he 	 e sta blis he d 	 g e ne sis 	 au t oimm une 	 a nd 	 o m e g a 	 d iagnost i c s 	 l im it e d	
 ‘ o d l ’  	 i n f e c t i o u s 	 d is e a s e 	 t e s t s 	 i n t o 	 t h e 	 e x p a n d e d 	 n e t w o r k  	 t h r o u g h	 
its	 increased	 sales	 and	 marketing	 resource	 new	 distributors	 have	 
a lso 	 b e e n 	 a p p oin t e d 	 in 	 m u lt iple 	 t e r r it or ie s 	 f or 	 t he 	 f o o d 	 d e t e ct i v e
™
 
consumer	 test	 key	 to	 continued	 organic	 grow th	 will	 be	 the	 deliver y	 
of new products utilising the microarray and macroarray platforms  
and	 development	 activity	 continues	 with	 this	 aim	 in	 mind
a planned acquisition last year had to be aborted as it was not 
possible to raise sufficient funds in deteriorating financial markets 
t o	 m e e t	 t h e	 v e n d o r s ’	 p r i c e	 e x p e c t a t i o n s	 t h e	 g r o u p	 h a s	 i n c u r r e d	
a n	 e x c e p t i o n a l	 c o s t	 o f	 £ 8 0 k	 i n	 r e l a t i o n	 t o	 t h i s	 a b o r t e d	 t r a n s a c t i o n 	
w h i l s t	 t h i s	 m a y	 b e	 s e e n	 a s	 d i s a p p o i n t i n g 	 t h e	 g r o u p	 s t i l l	 b e l i e v e s	 
that acquisition opportunities exist which are capable of being 
funded and the board continues to pursue this aspect of its strategy 
a s	 a	 v i a b l e	 wa y	 o f	 a c h i e v i n g	 g r o w t h	 f o r	 t h e	 g r o u p	 a n d	 i n c r e a s i n g	
s h a re h o l d e r	 val ue
financial
t h e	 r e s u l t s	 f o r	 t h e	 y e a r	 i n c l u d e	 a	 f u l l	 t we l v e	 m o n t h s	 f o r	 g e n e s i s	
a n d	 c n s	 a l b e i t 	 t h e	 c o m p a r a t i v e s	 o n l y	 i n c l u d e	 s e v e n	 m o n t h s	 i n	
t h e	 p r i o r	 y e a r	 t o	 3 1	 m a r c h	 2 0 0 8
t u r n o v e r	 f o r	 t h e	 g r o u p	 i n c r e a s e d	 t o	 £5  4	 m i l l i o n	  2 0 0 8 	 £ 3  5	 m i l l i o n 	
a n	 i n c r e a s e	 o f	 5 6 	 r e f l e c t i n g	 t h e	 t we l v e	 m o n t h	 c o n t r i b u t i o n	 f r o m	
g e n e s i s	 a n d	 c n s 	 h o we v e r 	 i t	 i s	 p a r t i c u l a r l y	 p l e a s i n g	 t o	 r e p o r t	
u n d e r l y i n g	 l i k e  f o r  l i k e	 g r o w t h	 i n	 t u r n o v e r	 o f	 2 0 	 d e s p i t e	 d i f f i c u l t	
economic conditions
t h e	 g r o u p	 a c h i e v e d	 a n	 e b i t d a	 b e f o r e	 e x c e p t i o n a l	 i t e m s	 o f	
£ 9 1 5 k	  2 0 0 8 	 £ 4 1 7 k 	 a n d	 o p e r a t i n g	 p r o f i t	 b e f o r e	 e x c e p t i o n a l	
i t e m s	 i n c r e a s e d	 t o	 £ 6 5 3 k	  2 0 0 8 	 £ 29 8 k  	 a g a i n	 w i t h	 t h e	 b e n e f i t	
o f	 a	 f u l l	 y e a r	 f r o m	 g e n e s i s	 a n d	 c n s 
in terms of our results as compared to the external market forecast  
t he 	 gr oup 	 a chie v ed 	 an 	 a dj us t ed 	 pr o fit 	 be f or e 	 t a x 	 o f 	 £5 3 1 k 	  2 008  	 £ 82 k  	
this	 figure	 is	 arrived	 at	 by	 taking	 headline	 profit	 before	 tax	 of	 £26 7k	 and	
then adding back analystadjusted items including ifrsrelated net 
discount	 charges	 of	 £ 7k	 exceptional	 costs	 of	 £80k	 amortisation	 of	
intangible	 assets	 of	 £99k	 and	 sharebased	 payment	 charges	 of	 £ 7 8k	
as such these results are in line with the external market forecast
n e t	 f i n a n c e	 c o s t s	 h a v e	 i n c r e a s e d	 t o	 £ 3 0 6 k	  2 0 0 8 	 £ 1 7 5 k  	 m a i n l y	
a s	 a	 r e s u l t	 o f	 a	 t r a n s l a t i o n	 l o s s	 o n	 u s	 d o l l a r	 b o r r o w i n g s 	 g i v e n	 
t h e	 we a k e n i n g	 o f	 s t e r l i n g	 a g a i n s t	 t h e	 u s	 d o l l a r	 o v e r	 t h e	 c o u r s e	 
of the year 
p r o f i t	 a f t e r	 t a x	 a m o u n t e d	 t o	 £ 22 1 k	  2 0 0 8 	 £ 2 3 8 k 	 w h i c h	 r e s u l t e d	
i n	 e a r n i n g s	 p e r	 s h a r e	 o f	 1  4p	 v e r s u s	 e a r n i n g s	 p e r	 s h a r e	 o f	 2  4p	
i n	 t h e	 p r e v i o u s	 y e a r 	
balance sheet
t h e	 g r o u p	 h a s	 i n t a n g i b l e	 a s s e t s	 o f	 £ 4  9	 m i l l i o n	  2 0 0 8 	 £5  1	 m i l l i o n 	
at the yearend comprised of goodwill of £31 million and intangible 
a s s e t s	 o f	 £ 1 8	 m i l l i o n 	 s e p a r a t e l y	 i d e n t i f i e d	 i n	 l i n e	 w i t h	 c u r r e n t	 i f r s 	
t h e	 g r o u p	 h a s	 p e r f o r m e d	 a n	 i m p a i r m e n t	 r e v i e w	 u n d e r	 c u r r e n t	
a c c o u n t i n g	 s t a n d a r d s	 a n d	 i s	 c o m f o r t a b l e	 w i t h	 t h e	 c a r r y i n g	 v a l u e	 
o f	 i t s	 i n t a n g i b l e	 a s s e t s	 g i v e n	 t h e	 g r o w t h	 a n d	 r e s u l t s	 f o r	 t h e	 y e a r	 
just ended 11 overview annual report and accounts 2009
wwwomegadiagnosticscom
n e t	 d e b t	  t o t a l	 b o r r o w i n g s	 l e s s	 c a s h 	 r e d u c e d	 t o	 £ 1  6 4	 m i l l i o n	 f r o m	
£ 1  7 5	 m i l l i o n 	 d e s p i t e	 t h e	 t r a n s l a t i o n	 l o s s	 o n	 c u r r e n c y	 b o r r o w i n g s	
r e f e r r e d	 t o	 a b o v e	 w h i c h	 a m o u n t e d	 t o	 £ 0  1 9	 m i l l i o n 
research and development
t h e	 g r o u p	 s u c c e s s f u l l y	 d e v e l o p e d	 a n	 i m p r o v e d	 v e r s i o n	 o f	 t h e	
genarrayt
™
 microarray system for food intolerance which allows 
laboratories to use significantly cheaper instrumentation to interpret 
r e s u l t s	 t h i s	 h a s	 h e l p e d	 t h e	 r o l l  o u t	 o f	 t h i s	 a s s a y	 f o r	 e v a l u a t i o n	
p u r p o s e s	 w h i c h	 i	 h a v e	 r e f e r r e d	 t o	 e a r l i e r	 a n d	 w h e r e	 e n h a n c e d	
customer acceptance is expected as a result the group will 
continue to direct a large part of its effort in broadening the range 
of tests that can be performed on the microarray platform where 
t h e	 i m m e d i a t e	 p r i o r i t y	 e x i s t s	 t o	 d e v e l o p	 a	 p a n e l	 o f	 a u t o i m m u n e	 t e s t s	
elsewhere the group has expanded its range of control products 
which is seen as potentially beneficial in times of increasing 
monitoring of assay performance
board and management
as	 announced	 during	 the	 year 	 dr	 mik e	 w alk er	 resigned	 on	 1 1	 november	
2008	 and	 the	 board	 recorded	 its	 thanks	 to	 him	 at	 that	 time	
a number of senior management appointments were made either 
in the year or just after to ensure the group remains sufficiently 
r e s o u r c e d	 t o	 a c h i e v e	 i t s	 o b j e c t i v e s	 a n d	 i	 wo u l d	 l i k e	 t o	 t h a n k	 a l l	
e m p l o y e e s	 f o r	 t h e i r	 h a r d	 wo r k	 i n	 h e l p i n g	 t o	 a c h i e v e	 t h e	 r e s u l t s	
we	 h a v e	 r e p o r t e d 
outlook
trading in the first three months of the year is in line with current 
m a n a g e m e n t	 e x p e c t a t i o n 	 a s	 we	 m o v e	 f o r wa r d	 t h r o u g h o u t	 t h e	 
year we anticipate additional growth being generated through a 
c o m b i n a t i o n	 o f	 o r g a n i c	 a n d	 a c q u i s i t i v e	 g r o w t h 
organic growth
t h e	 p r i m a r y	 r o u t e	 a n d	 l e v e l	 o f	 o r g a n i c	 g r o w t h	 i s	 d e p e n d e n t	 u p o n	 
the rate of placement of new genarrayt™ systems which itself  
is dependent upon the upgrading of our manufacturing methods  
a process which is ongoing
acquisitive growth
o u r	 p r o p e n s i t y	 t o	 g r o w	 t h r o u g h	 a c q u i s i t i o n	 i s	 d e p e n d e n t	 u p o n	 t h e	
a v a i l a b i l i t y	 o f	 f i n a n c e	 a n d	 s u i t a b l e	 o p p o r t u n i t i e s	 a	 n u m b e r	 o f	 h i g h	
q u a l i t y	 v a l u e	 e n h a n c i n g	 o p p o r t u n i t i e s	 a r e	 c u r r e n t l y	 b e i n g	 e v a l u a t e d 
i look forward to updating you throughout the year 
david evans ca
non  ex e c u ti ve	 cha i r ma n
6	 j u l y	 2 0 0 9
t u r n o v e r 	 f o r 	 t h e	
group increased  
t o 	 £ 5  4 	 m i l l i o n	
representing a 
headline growth of 
5 6  	 a n d 	 l i k e  f o r  l i k e	
g r o w t h 	 o f 	 2 0