RNS Number:5461K
Gresham House PLC
30 April 2003



                                GRESHAM HOUSE plc


                         36 Elder Street, London E1 6BT

               Telephone: 020 7588 7352, Facsimile: 020 7377 2946


                              CHAIRMAN'S STATEMENT


As all our shareholders will be aware 2002 has been a difficult year for
virtually all Investment Trusts and all companies involved in unquoted
investments or start up situations.


The investment environment has been the most difficult since the traumatic
period around 1974. The three years to 31st December 2002 has seen the FTSE All
Share Index fall from 3125, which was close to its peak, to 1895, a drop of
39.4%.


Our results for the year to 31st December 2002 show an increased loss per
ordinary share from 1.5p, for the previous year, to 56.3p. This is largely a
reflection of falling markets, combined with a 5.7% fall in income and an
increase in other expenses.


The basic net asset value per ordinary share however has been relatively
resilient, having fallen 11.6% during the year to 488.3p as against the FTSE All
Share Index, which in the same period fell from 2558 to 1895, a drop of 25.9%.
Put in an overall three-year context your Company's net asset value per ordinary
share increased over these same three years from 291.4p to 488.3p, an increase
of 67.5%.


The share price, despite its recent fall, has increased over the same three-year
period by 364.3%.


Your Company's share performance has in the past largely reflected that of its
better known small company investments. A prime example is that of Transense
Technologies, which in recent years has been our largest investment but now
represents only 7.7% of the share portfolio, primarily as a result of the drop
in its share value resulting from the delay in its flow of royalty income.
Consequently Image Scan Holdings, which is also quoted on AIM, becomes our
largest holding representing 17.5% of the portfolio.


Image Scan's core technology relates to innovative imaging techniques, their
interpretation and application. It has developed an expertise, supported by
patent applications, in multi-view X-Ray imaging, where it is possible to
extract three-dimensional information from objects under inspection. It has
particular relevance in the field of security, such as airport baggage
inspection, and in industrial inspection, evidenced by in-line and on-line 3D
X-Ray inspection of assembled high value and safety critical components.


Continuing our strategy of seeking innovative early stage investments we
subscribed for an equity interest in the formation of SpaceandPeople Limited at
the beginning of 2001.

SpaceandPeople Limited specialises in the marketing of promotional areas of the
UK's leading shopping centres. In its first two years of trading it increased
the portfolio of shopping centres under its management to seventy leading
centres addressing a weekly footfall of over fifteen million people. This new
form of highly economic advertising and customer communication media shows every
prospect of offering substantial potential growth.


The performance of the property portfolio has remained steady. A number of
renovations have been carried out to older buildings and in one case we have
completely rebuilt one of our large warehouse units. The costs of these
improvements, which have increased the value of the portfolio, have been
reflected by a similar increase in the related borrowings.


The performance of your Company will of course largely reflect that of the
economy as a whole and in particular the general economic sentiment, in that it
materially affects the fortunes of young companies. We continue to see a number
of potentially attractive investments but we remain cautious as to growth in the
short term.


In consequence your Board proposes that the final dividend be maintained at its
present level of 3.1p.





A P Stirling
                                                                29th April, 2003




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                                              GRESHAM HOUSE plc
 -----------  -------  -------  ------  ----- ------------                   ------    -----  ----     ------    ------ 
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                                              PRELIMINARY FINAL STATEMENT
 -----------  -------  -------  ------  ----- ------------------                              ----     ------    ------ 
--------

                                       CONSOLIDATED STATEMENT OF TOTAL RETURN
                                       for the Year ended 31st December, 2002
                                                                  2002                                 2001

                                                    Revenue    Capital       Total       Revenue    Capital      Total

                                                     #' 000     #' 000     #' 000        #' 000      #' 000    #' 000
Losses on Investments                                     -     (3,497)    (3,497)             -     (2,270)   (2,270)
Income:
Dividend and Interest Income                            276          -        276            557          -       557
Rental Income                                         2,908          -      2,908          3,008          -     3,008
Other operating income                                1,056          -      1,056            933          -       933
                                                      -------     ------     ------         ------     ------    ------
                                                      4,240     (3,497)       743          4,498     (2,270)    2,228

Other expenses                                       (1,767)               (1,767)        (1,019)         -    (1,019)
                                                      -------     ------     ------         ------     ------    ------

Net return before finance costs and                   2,473     (3,497)    (1,024)         3,479     (2,270)    1,209
taxation

Interest payable and similar charges                 (1,450)         -     (1,450)        (1,277)         -    (1,277)
                                                      -------     ------     ------         ------     ------    ------

Return on ordinary activities before                  1,023     (3,497)    (2,474)         2,202     (2,270)      (68)
taxation

Taxation                                                  -                     -              -          -         -
                                                      -------     ------     ------         ------     ------    ------

Return on ordinary activities after
taxation attributable to equity                       1,023     (3,497)    (2,474)         2,202     (2,270)      (68)
shareholders

Dividend - Equity shares                               (141)         -       (141)          (136)         -      (136)
                                                      -------     ------     ------         ------     ------    ------
Transfer to                                             882     (3,497)    (2,615)         2,066     (2,270)     (204)
reserves                                              =======     ======     ======         ======     ======    ======

Basic return per Ordinary Share                        23.2p     (79.5) p   (56.3) p        50.8p     (52.3)p    (1.5)p
                                                      =======     ======     ======         ======     ======    ======

Diluted return per Ordinary Share                      21.6p     (73.9)p    (52.3)p         47.8p     (49.3)p    (1.5)p
                                                      =======     ======     ======         ======     ======    ======

Statement of Total Recognised Gains and Losses
                                                                                                    Group
                                                                                            2002                 2001
                                                                                           #'000                #'000
Profit for the financial                                                                   1,023                2,202
year
Net movement on capital reserves                                                          (3,497)              (2,270)
Revaluation of investment properties                                                           -                  235
                                                                                            ------               ------
Total net (losses) / gains recognised in the                                              (2,474)                 167
year                                                                                        ======               ======






Notes

(i)          The revenue column of this statement is the consolidated profit and loss
             account of the group.
(ii)         In accordance with the Company's accounting policies the above figures take into account the results of 
             significant investments only to the extent of dividends received
             amounting to #1,717 .
(iii)        Dividends - Ordinary                                                     2002                  2001
             shares:
                                                                                     #'000                 #'000
             - proposed final dividend of 3.1p per share (2001: 3.1p)                                                   
               payable on 25th June, 2003 to shareholders on the register at 16th      141                   136
               May, 2003.                                                             -----                ------

(iv)         The summary of results for the year ended 31st December, 2002 does not constitute statutory accounts 
             within the meaning of s240 of the Companies Act 1985. The full statutory accounts which will be available
             to shareholders by 16th May, 2003 have not been reported on by the Company's auditors and have not been 
             delivered to the Registrar of Companies. Full accounts in respect of the year ended 31st December, 2001 
             have been delivered to the Registrar of Companies and the Auditor's Report on those accounts was
             unqualified.

(v)          Basic revenue and capital returns per ordinary share are based on the net revenue return on ordinary 
             activities before deduction of dividends of #1,023,000 (2001: #2,202,000) and on the net capital return 
             of #(3,497,000) (2001: #2,270,000) respectively, and on 4,396,526 (2001: 4,337,288) ordinary shares being 
             the weighted average number of those in issue
             during the year.

             The diluted revenue per ordinary share is based on the net revenue return on ordinary activities before
             deduction of dividends of #1,023,000 (2001: #2,202,000) and on 4,729,490 (2001: 4,608,876) shares. The 
             number of shares is based upon the weighted average number of shares in issue during the year together 
             with 332,964 (2001: 271,588) shares deemed to have been issued at nil consideration pursuant to 
             (i) options outstanding and (ii) the maximum number of shares that can be issued under the terms of the
             8% Secured Loan Stock issued by Gresham House Finance plc.





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                                               GRESHAM HOUSE plc
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                                               PRELIMINARY FINAL STATEMENT
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                                               CONSOLIDATED BALANCE SHEET
                                        as at 31st December, 2002
                                                                         2002                        2001
                                                                        #'000                       #'000
Investments
          Securities                                                    6,649                      10,203
          Properties                                                   30,976                      28,883

Tangible assets                                                           382                         406
                                                                       ------                      ------
                                                                       38,007                      39,492
                                                                       ------                      ------

Current assets                                                          7,087                       7,315

Creditors - amounts falling due

within one year                                                        (5,346)                     (3,771)
                                                                       ------                      ------
                                                                                                    -----
Net current assets                                                      1,741                       3,544
                                                                       ------                       -----
                                                                                                    -----

Total assets less current liabilities                                  39,748                      43,036               
       

Creditors - amounts falling due

after more than one year                                              (17,860)                    (18,671)           


          Deferred income                                                (245)                       (245)
                                                                       ------                      ------
                                                                       21,643                      24,120
                                                                       ======                      ------
                                                                                                   ------
Capital and reserves

Called up share capital                                                 1,108                       1,092              

Share premium account                                                     364                         242               

Other reserves
          Revaluation reserve                                           8,064                       8,064
          Capital reserve - realised                                   22,403                      22,875             

          Capital reserve -                                               (57)                      2,968              

          unrealised
Revenue reserves                                                      (10,239)                    (11,121)
                                                                                                   ------
                                                                       ------                      ------
Equity shareholders' funds                                             21,643                      24,120             

                                                                       ======                      ------
                                                                                                   ------

Basic Net Asset Value per ordinary share                                488.3p                      552.2p              
                 
                                                                       ======                       ------
                                                                                                     ------

Diluted Net Asset Value per ordinary share                              454.2p                      519.9p              
                 
                                                                       ======                        =====
Notes

          Basic net asset value per ordinary share is based on the net assets at 31st December, 2002 of
          #21,643,000 (2001: #24,120,000) and 4,432,700 (2001: 4,368,000) ordinary shares being the number of ordinary
          shares in issue at the year end.

         Diluted net asset value per ordinary share is based on the net assets at the year end of #21,643,000
         (2001: #24,120,000) and 4,765,644 (2001: 4,639,589) ordinary shares. The number of shares is based upon the 
         number of shares in issue at the year end together with 332,964 (2001:271,588) shares deemed to have been
         issued at nil consideration pursuant to (i) the options outstanding at the year end and (ii) the maximum 
         number of shares that can be issued under the terms of the 8% Secured Loan Stock issued by Gresham House 
         Finance plc in accordance with Financial Reporting Standard No. 14.



                                             GRESHAM HOUSE plc
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                                             GRESHAM HOUSE plc
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                                             PRELIMINARY FINAL STATEMENT
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                                      CONSOLIDATED CASH FLOW STATEMENT
                                      for the Year ended 31st December, 2002
                                                                         2002                                2001
                                                   Notes                #'000                               #'000
Cashflow from operating activities
Investment income received                                                106                                  92
Interest received                                                         166                                 464
Rental income received                                                  3,479                               2,742
Other cash                                                               (743)                               (656)
payments
                                                                        -----                              ------
Net cash inflow from operating                           1              3,008                               2,642
activities                                                             ======                              ======

Returns on investment and servicing of
finance
Interest paid on 2.5%
Secured
Redeemable Loan Stock, 2001                                                (6)                               (177)
Interest paid on 8% Secured
Redeemable Loan Stock, 2006                                              (243)                                  -
Interest paid on property                                              (1,183)                             (1,246)
loans
Net cash outflow from Investments
                                                                        ------                              ------
and servicing of finance                                               (1,432)                             (1,423)
                                                                        ======                              ======

Capital expenditure and financial
investment
Sale of tangible fixed                                                     10                                  63
assets
Purchase of investments                                                (1,633)                             (6,244)
Sales of                                                                1,690                               2,426
investments
Net loans repaid                                                          483                                 192
Purchase of investment properties                                      (2,093)                             (1,477)
Government grants received                                                  -                                 245
Sale of investment                                                          -                                 560
properties
Purchase of developments in hand                                         (822)                                (46)
Net cash outflow from
capital
                                                                        ------                              ------
expenditure and financial                                              (2,365)                             (4,281)
investment                                                              ======                              ======
                                                                        ======                              ======
Corporation tax paid                                                        -                                   -
                                                                        ======                              ======
Equity dividends paid                                                    (136)                                (64)
                                                                        ======                              ======
Cash outflow before use of liquid
resources
and financing                                                            (925)                             (3,126)
                                                                        ======                              ======
Management of liquid resources
Acquisition of listed securities held for                                 (36)                               (181)
dealing

Financing
Repayment of loans                                                     (1,238)                             (6,367)
Receipt of loans                                                        1,929                               3,662
Share capital issued at par                                               138                                  19
                                                                        ------                              ------
Net cash inflow/(outflow) from                                            829                              (2,686)
financing                                                               ======                              ======

Decrease in cash                                         3               (132)                             (5,993)
                                                                        ======                              ======
                 
                                             GRESHAM HOUSE plc
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                                             PRELIMINARY FINAL STATEMENT
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    -------  -------  -------  ------  -----
                                             --------------------------                                      ------  
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                                             RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
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-------

                                                                         2002                                2001

                                                                        #'000                               #'000
Issue of ordinary shares at                                               138                                  19
par
Retained profit for the                                                   882                               2,066
year
Revaluation                                                                 -                                 235
surplus
Net movement on capital reserves                                       (3,497)                             (2,270)
                                                                        ------                              ------
                                                                       (2,477)                                 50

Shareholders' funds at 1st January                                     24,120                              24,070
                                                                       ------                              ------
Shareholders' funds at 31st                                            21,643                              24,120
December                                                               ======                              ======

                                      NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
                                      for the Year ended 31st December, 2002

        1   Reconciliation of operating profit to operating
            cash flows.
                                                                         2002                                2001
                                                                        #'000                               #'000
            Return on ordinary
            activities
            before taxation                                             1,023                               2,202
            Interest                                                    1,450                               1,277
            payable                                                    ------                              ------
                                                                        2,473                               3,479
            Depreciation                                                   14                                  17
            Loan provision charged /(written                                4                                (130)
            back)
            Adjustment on disposal of                                       -                                 (24)
            subsidiary
            (Decrease)/increase in debtors                                467                                (103)
            Increase/(decrease) in                                         50                                (597)
            creditors
                                                                       ------                              ------
            Net cash flow from operating                                3,008                               2,642
            activities                                                 ======                              ======

                                                                         2002                                2001
                                                                        #'000                               #'000

        2   Reconciliation of net cash flow to movement in
            net debt

            Decrease in cash for the year                                (132)                             (6,083)
            Cash outflow from repayment of                              1,238                               6,457
            debt
            Cash inflow from loans                                     (1,929)                             (3,662)
            received
            Cash outflow from
            increase
            in liquid                                                      36                                 181
            resources
                                                                        ------                              ------

            Change in net debt resulting from                            (787)                             (3,107)
            cash flows

            Net debt at 1st January                                   (17,053)                            (13,946)
                                                                       ------                              ------
            Net debt at 31st                                          (17,840)                            (17,053)
            December                                                   ======                              ======

                                             GRESHAM HOUSE plc
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                                             GRESHAM HOUSE plc
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                                             PRELIMINARY FINAL STATEMENT
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                                      NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT Cont'd
                                      for the Year ended 31st December, 2002
        3   Analysis of net debt
                                                   At 1st              Cash          Other               At 31st
                                                  January              flow         non-cash            December
                                                      2002                          changes                  2002
                                                     #'000              #'000           #'000               #'000

            Cash in hand and at bank /               2,724               (132)                              2,592
            brokers

            Debt due within one                     (1,416)              (691)           (811)             (2,918)
            year
            Debt due after one year                (18,671)                 -             811             (17,860)
                                                    -------             ------          ------             ------
                                                   (20,087)              (691)              -             (20,778)

            Current asset                              310                 36                                 346
            investments
                                                    -------             ------          ------             ------
                                                   (17,053)              (787)              -             (17,840)
                                                    =======             ======          ======             ======












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