RNS Number:2348T
Windsor PLC
15 December 2003

PRESS INFORMATION                                        WINDSOR PLC
                                                         2 America Square
                                                         London
                                                         EC3N 2LU
                                                         Telephone 020 7133 1200
                                                         Fax 020 7133 1500

15 December 2003

            Preliminary Results for the year ended 30 September 2003

                           "Poised for future growth"

*  Pre-tax profit 21% higher at #4.04 million (2002: #3.35 million)
*  Earnings per share 85% higher at 4.84p (2002: 2.62p)
*  Dividend increased by 12% to 1.45p (2002: 1.30p)
*  Expenses increased by 1% to #15.00 million (2002: #14.85 million)
*  Trading environment remains positive

Commenting on the results, David Low, Chairman of Windsor, said:

"The Windsor group is pleased to announce a 21% increase in pre-tax profits, a
sixth successive year of growth. The group's investment in its Professional
Indemnity business has been rewarded by an excellent performance, whilst our
Liability business has thrived despite difficult market conditions. During 2004,
the insurance broking industry will be preparing for statutory regulation by the
FSA. Windsor is well positioned both to meet the challenge of this new
regulatory environment and to continue to grow its business."

For further details:

Windsor PLC                                           Tel: 020 7133 1200
David Low, Chairman
Christopher Murphy, Finance Director

CardewChancery                                        Tel: 020 7930 0777
Tim Robertson/Olivia Gallimore
Visit our website at www.windsor.co.uk

Chairman's Review

I am very pleased to be able to report that 2003 has proved to be yet another
excellent year for the Windsor group. Profits before tax have increased by 21%
to #4.04m (2002: #3.35m), reflecting excellent performances by our Professional
Indemnity and Liability operations.

Trading conditions stabilised during the year, with rate increases in some areas
offset by softer rates in other areas. Capacity remains a central issue,
however, compared with the turmoil of the previous year, the absence of any
major catastrophes has eased market conditions.

A key focus for the coming year will be the industry's preparation for statutory
regulation by the FSA, which will commence on 14 January 2005. Enhanced
corporate governance requirements and statutory enforcement will favour brokers
such as Windsor who are used to operating in tightly regulated environments.

Results and Dividends

Brokerage and fees for the year under review increased by 4% to #18.04m (2002:
#17.38m) while profit before tax rose 21% to #4.04m (2002: #3.35m), representing
a sixth consecutive year of increased profitability. Earnings per share
increased by 85% to 4.84p (2002: 2.62p).

The Board is recommending the payment of a final dividend of 1.45p per share
(2002: 1.30p per share) payable on 7 April 2004. The proposed 12% increase in
dividend demonstrates our continued confidence in Windsor's ability to deliver
further growth in profitability.

Professional Indemnity

Our Professional Indemnity operation has once again achieved strong growth in
both turnover and pre-tax profits. On 5 February 2003 Windsor successfully
completed the acquisition of the minority interests in Windsor Professional
Indemnity Limited. As a result, the group benefited from 100% of this
operation's earnings for eight months of the year under review.

Commercial

Our Commercial division continues to prosper through its focus on corporate
risk, liability, fine art, personal lines and motor business. Of these areas,
our high-risk liability operation, specialising in building and scaffolding,
offshore diving, steel fabricators and wind farms, has made a substantial
contribution to group profits.


Sports

We remain one of the UK's leading Sports brokers covering a wide range of
sporting activities. The division's longstanding associations with Premier
League football, cricket, boxing, golf, and other sports continues to drive this
division's performance.

International

Our International division encompasses a number of different insurance broking
businesses. The Aviation division provides insurance services to corporate air
operators and commercial air taxi operators. The Cargo and Political Risk
division makes a solid contribution to group profits. Our North American
operation has successfully expanded its wide base of North American surplus
lines brokers and has been strengthened since the year end with a new
international treaty reinsurance team.

Financial Services

Following the sale of Lyon Lohr Consulting Limited our Financial Services
business has centred its activities on our Wakefield office, providing support
to our sports broking operation.

FSA

Statutory regulation of general insurance business comes into effect on 14
January 2005. I am pleased to be able to report that Windsor is on course to
prepare itself within the required timeframe.

Technology

Our IT department has established a strong reputation in the market, pioneering
many new projects that have contributed to the success of the group. We will
ensure in the coming year that we make full use of the opportunities our
investment in technology bring, both to meet the requirements of the FSA and to
provide a seamless transition to the new regulatory environment.

People

We have simplified our reporting structure so that the group is now managed
through two principal subsidiaries; Windsor Professional Indemnity Limited and
Windsor Insurance Brokers Limited. Both operations have significantly
strengthened their teams during the year under review and we welcome all those
who have recently joined the company. Our staff have embraced the challenges
posed by statutory regulation and I would like to take this opportunity to thank
them for this, as well as for their continued hard work and commitment, without
which the success of our company would not be possible.

OUTLOOK

During the last six years, Windsor has consistently produced a substantial
annual growth in profitability despite significant increases in E&O costs and
those associated with the consolidation of our London offices into one location
in America Square. Our strategy of acquiring new specialist broking teams is
helping us to deliver long-term increases in shareholder value.

The change to statutory regulation by the FSA will result in some incremental
costs, however, they will not be material to our overall cost base and statutory
regulation of the entire industry will favour this company in winning new
business whilst maintaining our profit margin. We intend to continue targeting
clients and sectors that have been ignored or poorly serviced by our
multi-national competitors and to provide them with cost effective and efficient
insurance solutions. This strategy has proved successful to date and we believe
that it will continue to serve our shareholders well in the future.


David Low
Chairman
12 December 2003


Consolidated profit and loss account

                                                             2003         2002
Year ended 30 September                        Notes         #000         #000
                                                       ----------   ----------
Revenue
Brokerage and fees                                         18,036       17,375
Interest and investment income                              1,005          828
                                                       ----------   ----------
                                                           19,041       18,203
Administrative expenses                                   (14,997)     (14,852)
                                                       ----------   ----------
Operating profit being profit on ordinary
activities before taxation                         2        4,044        3,351

Taxation on profit on ordinary activities                  (1,181)        (959)
                                                       ----------   ----------
Profit on ordinary activities after taxation                2,863        2,392

Equity minority interest                                     (123)        (968)
                                                       ----------   ----------
Profit attributable to shareholders                3        2,740        1,424

Dividends                                          4         (855)        (719)
                                                       ----------   ----------
Retained profit for the year                                1,885          705
                                                           ======       ======

Dividend per share                                 4         1.45p        1.30p

Earnings per share                                 3         4.84p        2.62p

Earnings per share - diluted                       3         4.77p        2.55p

There is no material difference between the results as disclosed in the profit
and loss account and the results on an unmodified historical cost basis. There
are no recognised gains and losses other than the profit for the financial
years. Accordingly, a note of the historical cost profits and losses and a
statement of recognised gains and losses for the year are not given.

All results derive from continuing activities.


Balance sheets

                                      Group                       Company
                                2003          2002           2003         2002
30 September                    #000          #000           #000         #000
                          ----------   -----------     ----------   ----------
Assets employed
Fixed assets
Intangible assets              8,853             -              -            -
Tangible assets                  907         1,286              -            -
Investments                       63            63         10,689        1,441
                          ----------   -----------     ----------   ----------
                               9,823         1,349         10,689        1,441
                          ----------   -----------     ----------   ----------

Current assets
Debtors                       89,953        98,370          9,939        8,712
Cash at bank and in           28,358        27,284              -        2,018
hand
                          ----------    ----------     ----------   ----------
                             118,311       125,654          9,939       10,730

Creditors: amounts
falling due
within one year              121,069       122,308          9,262        4,062
                          ----------    ----------     ----------   ----------
Net current (liabilities)     (2,758)        3,346            677        6,668
/assets
                          ----------    ----------     ----------   ----------
                               7,065         4,695         11,366        8,109
                              ======        ======         ======       ======

Financed by
Called-up share capital        1,459         1,371          1,459        1,371
Share premium                  3,136         2,914          3,136        2,914
Other reserve                    459             -            459            -
Shares to be issued              468           468            468          468
Profit and loss account        1,543          (342)         5,844        3,356
                          ----------    ----------     ----------   ----------
Equity shareholders'           7,065         4,411         11,366        8,109
funds
Equity minority                    -           284              -            -
interests
                          ----------    ----------     ----------   ----------
                               7,065         4,695         11,366        8,109
                              ======        ======         ======       ======


Consolidated cash flow statement
                                         2003       2003       2002       2002
Year ended 30 September                  #000       #000       #000       #000
                                     --------   --------   --------   --------
Net cash inflow from operating                     7,851                 2,189
activities

Returns on investments and servicing
of finance
Interest received                       1,005                   828
Dividend paid to minorities            (1,092)       (87)      (614)       214
                                     --------              --------

Taxation
UK Corporation tax paid                (1,111)                 (865)
UK Corporation tax refunded                 4     (1,107)        26       (839)
                                     --------              --------

Capital expenditure and financial
investment
Purchase of tangible fixed assets        (237)                 (570)
Sale of tangible fixed assets              46                 2,108
Purchase of fixed asset investment          -       (191)        (2)     1,536
                                     --------              --------

Acquisitions and disposals
Purchase of minority interests                    (4,939)                    -

Equity dividends paid                               (722)                 (653)
                                                --------              --------
Cash inflow before use of liquid
resources and financing                              805                 2,447

Management of liquid resources
Increase in term deposits                           (411)               (1,086)

Financing
Issue of ordinary share capital                      269                   112
                                                --------              --------
Increase in cash in the year                         663                 1,473
                                                   =====                 =====


Abbreviated Notes

1. Accounting basis

The financial information set out above does not constitute the group's or
company's statutory accounts for the years ended 30 September 2003 or 30
September 2002. The figures for the year to 30 September 2003 are extracted from
the audited financial statements. A copy of the financial statements, on which
the auditors have issued an unqualified report, will be lodged with the
Registrar of Companies. The results for the year ended 30 September 2003 have
been prepared on the basis of the accounting policies set out in the 2002 Annual
Report. The comparatives for 30 September 2002 have been extracted from the
audited financial statements for the year ended 30 September 2002, which have
been filed with the Registrar of Companies and contain an unqualified audit
report. The auditors' reports on the 2003 and 2002 financial years did not
contain statements under section 237 (2 or 3) of the Companies Act 1985.

The group's financial statements include those of the company and its subsidiary
undertakings.

2. Profit on ordinary activities before taxation

                                                               2003       2002
                                                               #000       #000
                                                           --------   --------
Profit on ordinary activities before taxation is
determined after taking account of the following items:
Depreciation on tangible fixed assets                           473        507
Loss/(profit) on sale of tangible fixed assets                   17        (42)
Amortisation of goodwill                                        305          -
Auditors' remuneration:
- audit services                                                103        101
- non audit services                                             61         45
Operating lease rentals                                         961        647
                                                              =====      =====

The increase in operating lease rentals follows the group's occupation of
America Square which occurred during 2002. The company audit fee was #nil (2002:
#nil). Also included in profit on ordinary activities before taxation is the
release of #50,000 of a provision in respect of litigation claims and expenses,
bringing the balance of this provision to #850,000 (2002: profit and loss charge
and carried forward balance - #900,000).

3. Earnings per share
                                                            2003          2002
                                                            #000          #000
                                                        --------      --------
Profit attributable to shareholders                        2,740         1,424
                                                           =====         =====

Earnings per share as reported                            4.84 p        2.62 p

Adjustment for dilution                                    (0.07)p       (0.07)p
                                                        --------      --------
Earnings per share - diluted                              4.77 p        2.55 p
                                                           =====         =====

                                                            2003          2002
                                                            #000          #000
                                                        --------      --------
Weighted number of shares in issue                        56,639        54,428
Share options                                                776         1,419
                                                        --------      --------
Weighted number of shares in issue - diluted              57,415        55,847
                                                           =====         =====

Diluted earnings per share is calculated on the basis of the number of shares in
issue at the year end and shares to be issued as a result of share options.

4. Dividends
                                             2003                   2002
                                 Per share        Total   Per share      Total
                                         p         #000           p       #000

Recommended final dividend            1.45          846        1.30        714
Other dividend payments               1.30            9        1.20          5
                                               --------               --------
                                                    855                    719
                                                  =====                  =====

The other dividend payments made during 2003 and 2002 related to shares issued
in respect of share options.

It is proposed that the dividend will be paid on 7 April 2004 to shareholders on
the register at the close of business on 12 March 2004.

5. Contingent Liabilities

Group companies are subject to claims and litigation in the ordinary course of
business, the aggregate amount of which is unspecified although the amount of
certain claims is known. The directors have taken legal advice in respect of
these claims and believe the group companies concerned have good defences to
these actions.

During 2002 a group company received a claim form in respect of insurances
placed between 1994 and 1998 on behalf of two clients. The directors have taken
legal advice and they have made what they believe to be adequate provisions in
respect of this matter. See note 2 for further information.

The company has given guarantees in respect of certain liabilities of other
group companies.

6. Annual Report

Copies of the 2003 annual report and accounts, and the notice of the company's
annual general meeting to be held on 4 February 2004, will be sent to all
shareholders in the next few days. Copies of these documents will be available
to the public at the offices of the company: 2 America Square, London EC3N 2LU
from 18 December 2003. On the same date these documents will be filed with the
UK Listing Authority and will be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

Tel No. 020 7066 1000


                      This information is provided by RNS
            The company news service from the London Stock Exchange

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