Interim Results

Asfare Group plc
28 November 2005


Press Release                                                  28 November 2005


                                Asfare Group plc

                          ('Asfare' or 'the Company')

           Interim Results for the six months ended 30 September 2005


Asfare, a specialist supplier of products and services for the Emergency
Services and Homeland Security markets, today announces its interim results for
the six months ended 30 September 2005.


Highlights:


-  Turnover £1,698,000 (2004: £1,982,000)
-  Gross margins maintained at 55%
-  Loss After Tax £98,000 (2004: £114,000 profit)
-  Loss Per Share 2.3p (2004: EPS 2.7p)
-  Net cashflow from operating activities £89,000 (2004: £253,000)
-  Net borrowings reduced to £652,000 (2004: £693,000)
-  Entry into new markets following the acquisition of Todd Research Limited in the second half


Commenting on the interim results for the six months to 30 September 2005, Tony
O'Neill, Chief Executive, said:  'As previously announced in September, the
results for the first half of the year were hindered by the continued review of
procurement policy in the fire services market.  Despite this, Asfare has
maintained its gross margins and has continued to generate cash.  The recent
clarification of the fire industry's procurement policy coupled with the
acquisition of Todd Research provides a strong platform for the business to move
forward.'



For further information, please contact:

Enquiries:

Asfare Group plc
Tony O'Neill, Chief Executive
Tim O'Connor, Finance Director                       Tel: [phone]

Seymour Pierce
Mark Percy                                           Tel: [phone]


Media enquiries:

Abchurch Communications
Ariane Comstive/Julian Bosdet                        Tel: [phone]
[e-mail]



                                    - Ends -


Chairman's Interim Statement


The Company reported turnover of £1,698,000 for the six months ended 30th
September 2005, which was 14% lower than the previous year (£1,982,000) as a
result of the Government moratorium on fire brigade expenditure.  Gross margins
were nevertheless maintained at 55%.  As a result of lower revenues combined
with increased central costs, which were associated with the strengthening of
the senior management team, operating profit before goodwill amortisation was
£8,000; down from £226,000.  The loss after taxation was £98,000 compared to a
profit of £114,000 achieved in the six months ending 30 September 2004.



Asfare generated £89,000 of cash from operating activities during the period
under review, (2004: £253,000), while the overall cash balance fell by £75,000
to £100,000.  Net debt fell marginally from £693,000 to £652,000 and as a
result, gearing fell from 23.4% to 22.7%.


The Market


Asfare maintained its strong position in the UK fire and escape ladder market,
selling both directly to fire brigades as well as through a small number of key
OEMs.  The Company continued to supply beam gantries, roller shutter products
and ancillary fire brigade related equipment into the search and rescue markets.



The resolution of the Government's fire equipment procurement review has enabled
the brigades to recommence ordering new vehicles and as a consequence Asfare has
seen its order book strengthen.  This was underpinned by an additional order
received in September worth £435,000 to supply Assetco, for the London fire
service, in excess of 200 ladders over the next 6 months.


Overseas, the Company continued to develop its relationships in Australia and
New Zealand, securing new orders in both countries.



Strategy and Acquisitions



Asfare has recognised that its traditional market is changing, with the
emergency services increasingly combining their resources in response to major
incidents.  This combined response leads to significantly wider market
opportunities as knowledge and equipment are shared between all the emergency
service providers.  There is also an increased awareness of Homeland Security
issues and risk management within government offices, public buildings and major
companies.  Consequently the Board is keen to offer a broader product range and
is intent on making acquisitions to fulfil these market requirements.



The acquisition of Todd Research Limited ('Todd Research') was completed in
November of this year.  Todd Research is a market leading supplier of x-ray
scanning equipment used to identify weapons, explosives and powders in postage
and baggage.  The business has a track record over 50 years of supplying
equipment to the emergency services, government departments, embassies and major
companies.



Todd Research was acquired for an initial consideration of £1,650,000, plus the
cash balance in the business on completion of £261,790, with a further deferred
consideration of up to £2,080,000.  To fund the initial consideration for Todd
Research the Company raised £694,000 through a placing of new shares, the
balance of the initial consideration was satisfied through new debt facilities
with HSBC secured on Todd Research's freehold property.



The Group is now being run as two divisions, enabling a focussed product
development and selling approach.  Todd Research will be the focus for
addressing the detection and protection sectors within the Homeland Security
market.  The original business, AS-Fire, will focus on the fire, search and
rescue markets.  The Company will continue to  seek new business opportunities
to  develop these two divisions further.



Outlook



The Board is optimistic about the outlook for the remainder of the year.  The
company enjoys good operating leverage as a result of its strong margins, good
cash flow generation and a healthy balance sheet.  The recent clarification of
the fire industry's procurement policy coupled with the acquisition of Todd
Research provide a good platform for the business to move forward.  The
directors believe that the strengthening of the management team combined with
the extension of the acquisition strategy into the wider field of Homeland
Security will result in both strong organic and acquisitive growth over the next
few years for the Group.


Tim Wightman

Chairman

25 November 2005


CONSOLIDATED PROFIT AND LOSS ACCOUNT

                                                                   (Unaudited)    (Unaudited)     (Audited)
                                                                    Six Months     Six Months          Year
                                                                         Ended          Ended         Ended
                                                                        30-Sep         30-Sep        31-Mar
                                                                          2005           2004          2005
                                                                          £000           £000          £000

Turnover                                                                 1,698          1,982         3,925
Cost of sales                                                            (766)          (893)       (1,847)

Gross profit                                                               932          1,089         2,078

Administration and establishment expenses                                (998)          (937)       (1,888)

Operating profit before goodwill amortisation included in
administration and establishment expenses                                    8            226           338
Goodwill amortisation                                                     (74)           (74)         (148)

Operating (loss) / profit                                                 (66)            152           190

Interest receivable                                                          3              1             3
Interest payable                                                          (35)           (39)          (84)

(Loss) / profit on ordinary activities before taxation                    (98)            114           109

Tax on ordinary activities                                                   0              0            10

(Loss) / profit on ordinary activities after taxation                     (98)            114           119

Dividends                                                                    -           (42)          (42)

Retained (loss) / profit for the financial period                         (98)             72            77


Basic (loss) / earnings per share                                       (2.3p)           2.7p          2.8p

                                                                                    *Restated
Diluted (loss) / earnings per share                                     (2.3p)           2.7p          2.8p


* Correction of an incorrect calculation


CONSOLIDATED BALANCE SHEET
                                                     (Unaudited)               (Unaudited)        (Audited)
                                                           As at                     As at            As at
                                                          30-Sep                    30-Sep           31-Mar
                                                            2005                      2004             2005
                                                            £000                      £000             £000
FIXED ASSETS
Intangible assets                                          2,689                     2,836            2,762
Tangible assets                                              120                       136              131
                                                           2,809                     2,972            2,893

CURRENT ASSETS
Stock and work in progress                                   500                       600              506
Debtors                                                      776                       817              914
Cash at bank and in hand                                     100                       161              175
                                                           1,376                     1,578            1,595

CREDITORS: amounts falling due within one year             (801)                     (841)            (889)

NET CURRENT ASSETS                                           575                       737              706


TOTAL ASSETS LESS CURRENT LIABILITIES                      3,384                     3,709            3,599

CREDITORS: amounts falling due after more than
one year                                                   (520)                     (752)            (637)

NET ASSETS                                                 2,864                     2,957            2,962

CAPITAL AND RESERVES
Called up share capital                                    1,050                     1,050            1,050
Share premium account                                      1,872                     1,872            1,872
Retained Profit                                               40                      (37)             (37)
Profit and loss account                                     (98)                        72               77

SHAREHOLDERS' FUNDS                                        2,864                     2,957            2,962


CONSOLIDATED CASH FLOW STATEMENT

                                               (Unaudited)               (Unaudited)                (Audited)
                                                Six Months                Six Months                     Year
                                                     Ended                     Ended                    Ended
                                                    30-Sep                    30-Sep                   31-Mar
                                                      2005                      2004                     2005
                                                      £000                      £000                     £000

Net cash inflow from operating activities               89                       258                      487

Returns on investment and servicing of
finance
Interest received                                        3                         1                        3
Interest paid                                         (31)                      (39)                     (74)
                                                      (28)                      (38)                     (71)

Taxation
Corporation tax paid                                     0                         0                      (2)

Capital expenditure and financial investment
Purchase of tangible fixed assets                     (16)                      (12)                     (30)
Sale of tangible fixed assets                                                      7                        7
                                                      (16)                       (5)                     (23)

Acquisitions and disposals
Purchase of subsidiary undertakings                      0                         0                        0
                                                         0                         0                        0

Equity dividends paid                                    0                         0                     (42)

Net cash inflow  before
management of liquid resources and financing            45                       215                      349

Financing
Long term loan repayments                            (120)                     (120)                    (240)

Net cash (outflow) from financing                    (120)                     (120)                    (240)

Increase / ( decrease ) in cash for the               (75)                        95                      109
period


NET CASHFLOW FROM OPERATING ACTIVITIES
                                                                   (Unaudited)    (Unaudited)    (Audited)
                                                                    Six Months     Six Months         Year
                                                                         Ended          Ended        Ended
                                                                        30-Sep         30-Sep       31-Mar
                                                                          2005           2004         2005
                                                                          £000           £000         £000

Operating profit / (loss)                                                 (66)            152          190
Depreciation                                                                25             26           49
Goodwill amortisation                                                       74             74          148
Loan cost amortisation                                                       4              4            0
Profit on sale of tangible fixed assets                                      0            (1)          (1)
Decrease in stock                                                            6             35          129
Decrease / (increase) in debtors                                           138             13         (84)
(Decrease) / increase in creditors                                        (92)           (45)           56
Net cash inflow from operating activities                                   89            258          487


RECONCILIATION OF NET CASH
FLOW TO MOVEMENT IN NET DEBT

                                                                  £000         £000         £000

Increase / ( decrease ) in cash in the period                     (75)           95          109
Repayment of new long term loan                                    120          120          240
Amortisation of new loans issue costs                              (4)          (4)          (9)
Movement in net debt in the period                                  41          211          340
Net debt brought forward                                         (693)      (1,033)      (1,033)

Net debt carried forward                                         (652)        (822)        (693)


ANALYSIS OF CHANGES IN NET DEBT

Consolidated Cash flow 2004                                       At 1                     Other        At 30
                                                                 April                  Non-Cash    September
                                                                  2005    Cash Flow    Movements         2005
                                                                  £000         £000         £000         £000

Cash at bank and in hand                                           175         (75)            0          100
Cash                                                               175         (75)            0          100
Loans                                                            (868)          120          (4)        (752)
                                                                 (693)           45          (4)        (652)

NOTES TO THE UNAUDITED INTERIM ACCOUNTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER
2005



1.       BASIS OF PREPARATION OF INTERIM ACCOUNTS



The accounts for the Group for the six months ended 30 September 2005, which are
unaudited, have been prepared on the basis of the accounting policies set out in
the 2005 Annual Report and Accounts and have taken into account any regulatory
changes expected to alter the 2006 Annual Report and Accounts.



2.       EARNINGS PER SHARE


                                                      (Unaudited)              (Unaudited)              (Audited)
                                                      Six Months               Six Months                 Year
                                                         Ended                    Ended                   Ended
                                                        30-Sep                   30-Sep                  31-Mar
                                                         2005                     2004                    2005
                                                         £000                     £000                    £000

(Loss) / profit after taxation                            (98)                      114                    119
Adjustments :

Goodwill amortisation                                       74                       74                    148

Adjusted (loss) / profit                                  (24)                      188                    267

                                                        Number                   Number                 Number

Basic weighted average number of shares              4,200,000                4,200,000              4,200,000
Dilutive potential ordinary shares:
Share options                                                0                   18,539                 22,057
Warrants                                                     0                        0                      0
                                                     4,200,000                4,218,539              4,222,057

Basic (loss) / earnings per share
Based on (loss) / profit after taxation                 (2.3p)                     2.7p                   2.8p
Loss per share on goodwill                                1.8p                     1.8p                   3.5p
Adjusted (loss) / earnings per share                    (0.6p)                     4.5p                   6.3p

Diluted (loss) / earnings per share                                           *Restated
Diluted basic (loss) /earnings per share                (2.3p)                     2.7p                   2.8p
Diluted loss per share on goodwill                        1.8p                     1.8p                   3.5p
Diluted adjusted (loss) /earnings per share             (0.6p)                     4.5p                   6.3p

* Correction of an incorrect calculation


3.       PUBLICATION OF NON-STATUTORY ACCOUNTS



The financial information contained in this interim statement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985. The financial information for the full preceding year is based on
statutory accounts for the financial period ended 31 March 2005. Those accounts,
upon which the auditors issued an unqualified opinion, have been delivered to
the Registrar of Companies.



INDEPENDENT REVIEW report to ASFARE GROUP PLC

Introduction

We have been instructed by the company to review the financial information for
the six months ended 30 September 2005  which comprises the balance sheet,
profit and loss account, cash flow statement and the related notes  1 to 3.  We
have read the other information contained in the interim report which comprises
only the Chairman's statement and considered whether it contains any apparent
misstatements or material inconsistencies with the financial information.  Our
responsibilities do not extend to any other information.

This report is made solely to the company's members, as a body, in accordance
with guidance contained in APB Bulletin 1999/4 'Review of Interim Financial
Information'.  Our review work has been undertaken so that we might state to the
company's members those matters we are required to state to them  in a review
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 review work, for this report, or for the
conclusion we have formed.

Directors' responsibilities

The interim report including the financial information contained therein is the
responsibility of, and has been approved by, the directors.  The Listing Rules
of the Financial Services Authority require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where any changes, and
the reasons for them, are disclosed.

Review work performed

We conducted our review in accordance with guidance contained in Bulletin 1999/4
'Review of Interim Financial Information' issued by the Auditing Practices Board
for use in the United Kingdom.  A review consists principally of making
enquiries of management and applying analytical procedures to the financial
information and underlying financial data and, based thereon, assessing whether
the accounting policies and presentation have been consistently applied unless
otherwise disclosed.  A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions.  It is
substantially less in scope than an audit performed in accordance with United
Kingdom auditing standards and therefore provides a lower level of assurance
than an audit.  Accordingly, we do not express an audit opinion on the financial
information.

Review conclusion

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2005.

GRANT THORNTON UK LLP
CHARTERED ACCOUNTANTS

Portsmouth
25th November 2005


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