Annual Report and Accounts

Caldwell Investments PLC
19 April 2004





Caldwell Investments Plc announces its audited results
for the year ended 31 December 2003.


Financial Highlights


  • Turnover up 10.5% on continuing operations
  • Pre-tax profit before exceptionals up 102%
  • Shareholder's Funds up by over 11%


For the year to end December 2003 sales were up 10.5% at £8.09m (2002 : £7.32m).
Profits before tax and exceptionals were 102% higher at £145,650 (2002 :
£72,084). Exceptional costs incurred with the closure of manufacturing
operations and sale of office in Bucharest were £139,431 (2002 :£nil).


Chairman Stanley Wootliff, commenting on the results said:


'2003 was the fifth year of real progress by the Group, it was certainly a year
of ongoing improvement and development. We continued to focus upon our programme
of reorganising, repositioning and the creation of a coherent corporate
strategy.



As we proceed further into the 2004 trading year, we are gaining increasing
confidence in the potential for our NinaSun canopy, which we believe should
create significant profits in due course.'



Commenting upon Future Prospects Stanley Wootliff stated that



'The NinaSun canopy is a very desirable, solar friendly, unique and exclusive
product protected by substantial Intellectual Property Rights. Initial response
from the market place leads us to believe that over the next few years we have
an opportunity to build a highly profitable and substantial international
business'.




For further information, please contact:



Stanley Wootliff, Executive Chairman
Graham Haselden, Finance Director



Tel:  [phone]


19th April 2004





CHAIRMAN'S STATEMENT



2003 was the fifth year of real progress by the Group, it was certainly a year
of ongoing improvement and development. We continued to focus upon our programme
of reorganising, repositioning and the creation of a coherent corporate
strategy.



As we proceed further into the 2004 trading year we are gaining increasing
confidence in the potential for our NinaSun canopy, which we believe should
create significant profits in due course.



Business Performance

Group profit on ordinary activities before exceptional items for the year to end
December 2003  was £145,650 (2002: £72,084) having doubled compared to the prior
year.   The profit after exceptional items was £6,219 (2002: £72,084).



Exceptional items of £139,431 (2002: £Nil) relate to the costs associated with
the closure of the manufacturing operation in Bolton, re-location to more
appropriate office and warehouse premises, and the loss incurred in the sale of
freehold premises in Bucharest in 2004.



After provision for tax on overseas profits a retained loss of £115,321 (2002:
profit £9,411) is recorded.



Steady Growth of Traditional Business

The Group's traditional business had another year of steady progress and once
again provided the bedrock that enabled the continuation of the NinaSun canopy
development programme.  In the third quarter the Group's underwear manufacturing
unit in Bolton was closed, its production being replaced by imports.



Purchase of New Warehouse and Distribution Facilities

Approximately 13,000 square feet of warehousing and office facilities were
purchased in the Autumn.  These premises will be used to carry on the existing
Group businesses and also to facilitate the assembly, warehousing and
distribution of the new NinaSun canopies.



Sale of Office in Bucharest

In February 2004, we sold the office in Bucharest. The office had been a
necessary purchase in the aftermath of the Romanian Revolution.  At that time it
was the only way Caldwell could continue its sourcing operations in Bucharest.



Subsequently the position changed and for many years Caldwell has been trying to
divest itself of this property.  We are pleased to state that this has been
finally achieved. However, the collapse in the Dollar/Pound exchange rate caused
a loss against book value.





Change of Year End

The Company has decided to extend its current trading period from twelve to
fourteen months, to end February 2005. This is to relieve the pressure on our
various offices for stocktaking and accounting purposes in the Christmas period.



US and World Wide Patents for Ninaclip and NinaSun

The Group aims to take full advantage of the potential huge world market for its
unique, patented NinaSun Canopy, by developing an extensive range of products to
satisfy the demands of the leisure furniture markets for sun protection that the
NinaSun canopy can give.



We are set on establishing a business model that will stand the test of time,
providing a unique range of desirable solar friendly outdoor furniture products
using Caldwell's patented Ninaclip technology.



In early March 2004 the Group announced the granting of the Ninaclip Patent in
the U.S.A.  This was in addition to the 58 NinaSun and Ninaclip Patents, Trade
Marks and Registered Designs already granted in relevant countries.  Still being
processed are further Patent Co-operation Treaty Patent Applications covering
123 countries.



NinaSun Brazil LTDA

After carrying out a four-month trial, the Marriott Hotel in Sao Paulo, Brazil,
placed an initial order for the NinaSun Canopy.   The Marriott has also given
permission for it's hotel to be used as a location for promotional photography.



Brazil is the world's second biggest market for swimming pools.  Initial
investigation of the Brazilian Market indicates a strong  potential demand for
the NinaSun Canopy, and in order to take advantage of this potential,  we will
be establishing a wholly-owned Brazilian subsidiary.



Eastern Europe

As NinaSun's European market develops, we intend to take advantage of our
long-standing Romanian relationships to establish manufacturing, warehousing and
distribution in Romania.  This will enable us to produce our canopies at highly
competitive rates without losing control over quality and customer service.



Far East

In due course we will look to service Far Eastern Markets by establishing a
commercial office in Singapore, together with manufacturing in China. This will
be done with long- standing associates in the area.




Future Prospects - Traditional Business

Strengthening of the Euro against the US dollar has introduced a high degree of
uncertainty into the German market.   This makes forecasting for the underwear
business for the coming year difficult and leads us to be cautious in our
forward budgeting,



Outlook

As stated above, regarding the underwear business for the coming period, we have
to be cautious.



However, we are more hopeful regarding the prospects for the NinaSun canopy, a
very desirable, solar friendly, unique and exclusive product protected by
substantial Intellectual Property Rights. Initial response from the market place
leads us to believe that over the next few years we have an opportunity to build
a highly profitable and substantial international business.



On a personal note I would like to thank my colleagues and all Caldwell
employees for their contributions, without whom these achievements would not
have been possible.



Stanley Wootliff, Executive Chairman




19th April 2004





CALDWELL INVESTMENTS P.L.C.

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2003


                                                          Before    Exceptional         Total         Total
                                                     Exceptional          Items          2003          2002
                                                           Items             £              £             £
                                                               £  
           
Turnover - continuing operations                       8,086,785             0      8,086,785     7,315,792

Cost of sales                                         (6,631,288)            0     (6,631,288)   (5,957,712)
Gross Profit                                           1,455,497             0      1,455,497     1,358,080
Distribution costs                                      (162,715)            0       (162,715)     (154,293)
Administration  expenses                              (1,136,239)     (139,431)    (1,275,670)   (1,105,707)
Other operating income                                    57,580             0         57,580         52,141
Operating profit - continuing operations                 214,123      (139,431)        74,692        150,221

Net interest payable                                                                  (68,473)       (78,137)

Profit on ordinary activities before taxation                                           6,219         72,084
Tax on profit on ordinary activities                                                 (121,540)       (62,673)

Retained (loss)/profit for the financial year                                        (115,321)         9,411

(Loss)/earnings per share
Basic                                                                                  (0.75p)       0.07p
Diluted                                                                                (0.75p)       0.06p



CALDWELL INVESTMENTS P.L.C.

CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2003


                                                               GROUP                      COMPANY
                                                      2003            2002       2003             2002
                                                         £               £          £                £
Fixed assets

Intangible assets                                  278,006         288,896          0                0
Tangible assets                                    584,497         300,884    270,415           22,506
Investments                                              0               0  2,382,906        2,382,906
                                                   862,503         589,780  2,653,321        2,405,412



Current assets
Stocks                                           1,426,229       1,450,489          0                0
Debtors falling due within 1 year                2,171,007       1,553,538    997,993          889,511
Cash at bank and in hand                           247,174         554,577          0                0 

                                                 3,844,410       3,558,604    997,993          889,511

Creditors: amounts falling due within one
year                                           (2,315,019)     (2,232,556)  (186,053)        (346,715)

Net current assets                               1,529,391       1,326,048    811,940          542,796

Total assets less current liabilities            2,391,894       1,915,828  3,465,261        2,984,208

Creditors: amounts falling due after more
than  one year                                    (264,165)              0   (264,165)                0


Provisions for liabilities and charges                   0               0          0                0

Net assets                                       2,127,729       1,915,828  3,201,096        2,948,208



Capital and reserves

Called up share capital                          1,666,250       1,508,750  1,666,250        1,508,750
Share premium account                            1,302,559       1,239,255  1.302,559        1,239,255
Capital redemption reserve                          27,000          27,000     27,000           27,000
Revaluation reserve                                 27,000               0     27,000                0
Profit and loss account                          (895,080)       (859,177)    178,287          173,203
Equity Shareholders' funds                       2,127,729       1,915,828  3,201,096        2,948,208



CALDWELL INVESTMENTS P.L.C.

CONSOLIDATED CASH FLOW STATEMENT AT 31 DECEMBER 2003


                                                                                     2003             2002
                                                                                        £                £
Net cash (outflow)/inflow from operating activities                             (243,769)          156,608

Returns on investments and servicing of finance
Interest received                                                                  11,918            7,198
Interest paid                                                                    (79,151)         (85,335)
Finance lease interest paid                                                       (1,240)               0
Net cash outflow from returns on investments and servicing of finance            (68,473)         (78,137)

Taxation
Tax paid                                                                         (80,086)            (697)


Capital expenditure and financial investment
Purchase of intangible fixed assets                                              (23,872)         (17,211)
Purchase of tangible fixed assets                                               (331,410)         (65,702)
Receipt from sale of fixed assets                                                 23,258           11,812

Net cash outflow from capital expenditure                                       (332,024)         (71,101)

Net cash (outflow)/inflow before financing                                      (724,352)            6,673

Financing
Issue of Shares                                                                   232,500          130,000
Share issuing expenses                                                           (11,696)                0
New loans                                                                         252,000                0
Repayment of bank loans                                                           (5,448)                0
Repayment of other loans                                                         (30,000)        (120,000)
Capital element of finance lease payments                                         (8,333)                0
Net cash inflow from financing                                                    429,023           10,000

(Decrease)/Increase in cash in the year                                         (295,329)           16,673




BASIS OF PREPARATION


This preliminary statement of annual results which covers the year to 31
December 2003 has been agreed by the Group's auditors and is consistent with the
full financial statements.



The abridged preliminary Group accounts for the year ended 31 December 2003 are
not statutory accounts and have been extracted from the full statutory accounts
for the year ended 31 December 2003.   The full statutory accounts for the year
on which the auditor's report is unqualified will be delivered to the Registrar
of Companies in due course.



The comparative figures for the year to 31 December 2002 are abridged from the
accounts for that year and do not constitute full accounts within the meaning of
Section 240 of the Companies Act 1985 (as amended).   Statutory accounts for
that year on which the auditors gave an unqualified opinion have been delivered
to the Registrar of Companies.



EARNINGS/(LOSS) PER SHARE



The calculation of basic earnings/(loss) per share is based on earnings (losses)
attributable to ordinary shareholders divided by the weighted average number of
shares in issue during the year.   The calculation of diluted earnings per share
is based on the basic earnings/(loss) per share adjusted to allow for the
assumed conversion of all dilutive options.   As the impact of issuing potential
ordinary shares is anti-dilutive, the diluted loss per share in 2003 is
equivalent to the basic loss per share.



ANNUAL REPORT



The annual report will be mailed to shareholders on or around 2 May 2004.
Copies will be available after that date from:  The Secretary, Caldwell
Investments P.L.C., 647 Roundhay Road, Leeds, West Yorkshire LS8   4BA.



ANNUAL GENERAL MEETING



The Annual General Meeting will be held at Ninahouse, Unit 9, Prospect Place,
East Pimbo Industrial Estate, Skelmersdale, Lancashire, WN8  9QD on Friday 4th
June 2004 at 12 noon.






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