Ross Group PLC 29 April 2005 ROSS GROUP PLC Preliminary Announcement by Ross Group PLC of the Results for the year ended 31 December 2004 CHAIRMAN'S STATEMENT RESULTS The Group result, before tax, for the year ended 31 December 2004 was a profit of £15,000 (Year ended 31 December 2003: profit £57,000). This is the second successive year that the Group has returned a profit and its management is working hard to ensure this trend is maintained. The profit is derived from a lower turnover (2004 £2,447k; 2003 £2,855k) due to a temporary contraction of the battery charger operation as explained below. A dividend cannot be paid this year because of the brought forward trading losses. If the trading position continues to be positive the Board will endeavor to return to making regular dividend payments as soon as is practicable. DIVISIONS OF THE GROUP The Group trades through its two UK operating subsidiaries which concentrate on the following activities:- - The design and manufacturing of engineering projects through GEL Engineering Ltd. - The distribution of battery chargers and complementary electrical products through Sansui Electronics (UK) Ltd. Changes were made during the year to this business as detailed under the heading "strategy" below. STRATEGY The Board of Directors approved the sale of a specialist part of the battery charger and adaptor business traded through Tadmod Ltd with a transfer date of 1st May 2004. The name of the company was subsequently changed in June 2004 to Sansui Electronics (UK) Ltd. This company will continue to trade in the electronics business and is negotiating for the distribution rights for small mobile chargers. It is also negotiating with the owners of the Sansui brand to sell Sansui products in the UK and has already taken the preliminary step with the permission of the brand owners to change the company name. The profitability of GEL Engineering continued to climb based on the delivery of two highly successful projects to the aerospace industry. The company has established itself as a world leader in the supply of fully kitted training replicas of the loading bays of military transport planes. The other project involved highly technical cabins for testing satellite communications for the European space programme. The business is looking to expand in 2005 with increased activity in the supply of automated test facilities and military training units. The Group has used its Hong Kong based subsidiary, San Gain Industrial Company Ltd, to handle the group financing from the main shareholder's financial services company. APPRECIATION I would like to take this opportunity to thank our Employees, Shareholders, Bankers, Advisers, Suppliers and Customers for their continuing support. A C C Ma Chairman 15 April 2005 ROSS GROUP PLC Preliminary Announcement by Ross Group PLC of the Results for the year ended 31 December 2004 Consolidated Profit and Loss Account for the Year Ended 31 December 2004 Year Ended Year Ended Dec 2004 Dec 2003 (as restated) £000's £000's Turnover Continuing Operations 2,362 2,144 Discontinued Operations 85 711 Total Turnover 2,447 2,855 Operating profit Continuing Operations 237 82 Discontinued Operations 6 23 Total Operating Profit 243 105 Net Interest (payable) (228) (48) Profit on ordinary activities before taxation 15 57 Taxation 0 0 Profit on ordinary activities after taxation 15 57 Profit attributable to shareholders 15 57 Earnings per share - basic and diluted 0.01p 0.04p Adjusted earnings per share - basic and diluted 0.01p 0.04p ROSS GROUP PLC Preliminary Announcement by Ross Group PLC of the Results for the year ended 31 December 2004 Consolidated Balance Sheet as at 31 December 2004 As At 31 As At 31 Dec 2004 Dec 2003 £000's £000's Fixed Assets 45 52 Current Assets Stock 382 289 Debtors 752 546 Cash at Bank 12 106 Creditors: Amounts falling due within one year (1,134) (945) Net current liabilities 12 (4) Total assets less current liabilities 57 48 Creditors: Amounts falling due after more than one year (2,374) (2,376) Shareholders funds (2,317) (2,328) Reconciliation of Movements in Shareholders Funds As At 31 As At 31 Dec 2004 Dec 2003 £000's £000's Profit for the financial period 15 57 Exchange loss on retranslation of subsidiary (4) 0 Proceeds from Open Offer Share Issue 0 1,555 Cost of Open Offer Issue 0 (194) Net additions to funds 11 1,418 Opening shareholders funds (2,328) (3,746) Closing shareholders funds (2,317) (2,3288) ROSS GROUP PLC Preliminary Announcement by Ross Group PLC of the Results for the year ended 31 December 2004 Consolidated Cash Flow Statement for the Year Ended 31 December 2004 Year Ended Year Ended Dec 2004 Dec 2003 £000's £000's Consolidated Cash Flow Operating Profit from Continuing Activities 237 82 Depreciation and Profit on Disposals 24 18 (Increase)/Decrease in Stocks (6) 452 (Increase) in Debtors (85) (270) (Decrease) in Creditors (94) (420) Net Cash Inflow/(Outflow) from Continuing Operating Activities 76 (138) Net Cash (Outflow) from Discontinued Activities (223) (829) Net Cash (Outflow) from Operating Activities (147) (967) Returns on Investments and Servicing of Finance Interest paid (228) (47) Interest element of finance lease 0 (1) Net Cash (Outflow) from Returns on Investments and Servicing of Finance (228) (48) Taxation 0 0 Capital expenditure and financial Investment Net Purchases of Tangible Fixed Assets (17) (10) Financing Net Proceeds from Open Offer Share Issue 0 1,361 Long Term Loans 0 2,374 Short Term Loans 300 0 Capital Element of Finance Leases (2) (3) Net Cash Inflow/(Outflow) from Financing 298 3,732 Increase/(Decrease) in Cash (94) 2,707 Analysis of Changes In Net Debt (Decrease)/Increase in Cash (94) 2,707 New Loans (300) (2,374) Cash outflow from finance lease 3 3 Movement In Debt for the Year (391) 336 Net Debt at beginning of period (2,273) (2,609) Net Debt at end of period (2,664) (2,273) ROSS GROUP PLC Preliminary announcement by Ross Group PLC of the Results for the year ended 31 December 2004 Notes 1. The financial information set out above does not constitute the company's statutory accounts for the year ended 31 December 2004 nor for the comparative period, but is derived from those accounts. Statutory accounts for the year ended 31 December 2003 have been delivered to the Registrar of Companies and those for the year ended 31 December 2004 will be delivered following the company's annual general meeting. The auditors have reported on the accounts for 2003: their report was unqualified and did not contain statements under s237 (2) or (3) Companies Act 1985. 2. The total number of shares in issue did not change during 2004, however during 2003 the number of ordinary shares was increased from 67,052,306 to 136,180,924 by way of an Open Offer in February. The ordinary shares of 5 pence each were split into one new ordinary share of 1 penny each and one new deferred share of 4 pence each as agreed at the Extraordinary General Meeting held on 17 February 2003. 3. The figures for earnings per share and the adjusted earnings per share are the same for 2004 (and 2003). 4. No ordinary interim or final dividend is proposed. 5. A nil liability to Corporation Tax has been assessed for the year due to tax losses brought forward. 6. The Accounting Policies set out in the Financial Statements for the Year Ended 31 December 2003 have been applied during the preparation of the financial information contained in this statement. 7. A copy of the Financial Statements will be available on request from Ross Group plc, Brunel Road, Totton, Southampton SO40 3YS. This announcement has been agreed by the company's auditors, Everett and Son, 35 Paul Street, London, EC2A 4UQ and was approved by the Board of Directors of Ross Group plc on 14 April 2004 Ross Group PLC Registered office: 35 Paul Street, London EC2A 4UQ Email: Info@ross-group.co.uk Website: www.ross-group.co.uk Telephone: 02380 675500 Fax: 02380 675555 This information is provided by RNS The company news service from the London Stock Exchange