Interim Results

Judges Capital PLC
15 September 2005

Judges Capital plc
('Judges Capital' or the 'Company')

Interim results for the six months ended 30 June 2005

Highlights:

  • Judges Capital announces first results as a trading company

  • Encouraging order book at Fire Testing Technology (FTT) acquired in May
    2005

  • Balance sheet includes cash and short-term debtors of £1.85 million; and
    in excess of £1.5 million in cash and securities available to finance equity
    element of future acquisitions

  • Acquisition of 51% interest in PE fiberoptics in September 2005,
    specialists in design and manufacture of instruments to test fibre optic
    cables

  • Interim pre-tax profits  £12,000 (£28,000 before goodwill amortisation)
    (2004: loss of £2,000)

  • Earnings per Ordinary share: 0.08p (2004: loss 0.1p)

  • Directors view the outlook with confidence

Alexander Hambro, Chairman of Judges Capital, commented: 'The order book at FTT
is encouraging and your Board is delighted that the Company's new direction as a
trading group has been founded on a company of the calibre of FTT.  Your
Directors therefore view the outlook with confidence.

'As stated at the time of our purchase of FTT your Board has identified the UK
based instrumentation sector, which encompasses almost 2,000 active companies,
as an area that offers significant potential for growth. Against this
background, your Board is continuing to explore further acquisition
opportunities in this field.'

For further information please contact:

David Cicurel, Chief Executive, Judges Capital:        Tel: [phone]
Alex Borrelli, Shore Capital & Corporate:              Tel: [phone]
Melvyn Marckus, Cardew Group:                          Tel: [phone]




Chairman's Statement

This is the first set of accounts since your Company's change of direction from
an investment company to a trading group involved in the manufacture of test and
measurement instruments. This is also our first six-month period showing
consolidated profits.

On 24 May 2005 your Company completed the purchase of Fire Testing Technology
Limited ('FTT'). As the world leader in its market, FTT is an attractive
business which has doubled its turnover in the space of five years and currently
generates an operating margin in excess of 25%. The purchase consideration was
£3.7 million comprised of cash (£2.3 million), shares (£0.4 million),
subordinated notes (£0.5 million) and earn-out (£0.5 million). This equates to
approximately 4.5 times FTT's operating profits for the year ended 31 May 2005.
In addition we will be paying an excess working capital adjustment of
approximately £0.8 million, which is more than covered by the cash accumulated
in FTT. The cash element and the earn-out have been financed through a £956,000
share placing and a £2.43 million bank loan facility.

Pre-tax profit for the six months to 30 June 2005 amounted to £12,000 (£28,000
before goodwill amortisation). The results benefited from a £45,000 five-week
operating contribution from FTT before goodwill amortisation, while investment
activity largely covered corporate overheads during the period. The Company,
which has been winding down its share portfolio, realised a £226,000 gain on its
investment in Interior Services Group and has made a provision of £150,000
against its interest in SP Holdings. The only significant holdings that remain
are in Poole Investments and Dickinson Legg.

The balance sheet includes cash and short-term debtors of  £1.85 million. After
allowing for the aforementioned excess working capital payment, this leaves in
excess of £1 million in cash and £1.5 million in cash and securities available
to finance the equity element of future acquisitions. As stated at the time of
our purchase of FTT your Board has identified the UK based instrumentation
sector, which encompasses almost 2,000 active companies, as an area that offers
significant potential for growth. Against this background, your Board is
continuing to explore further acquisition opportunities in this field.

Since the end of the period we have acquired a 51% equity interest in PE
fiberoptics Limited ('PEF'), a newly formed company that will specialise in the
design and manufacture of instruments to test fibre optic cables; the balance of
the equity being held by senior managers and a US multinational corporation. The
business was purchased from a subsidiary of that corporation which had been
closed down following a sharp contraction in revenues post the exuberance of the
internet bubble. Our maximum investment is £300,000, including a £250,000
secured working capital facility.

The order book at FTT is encouraging and your Board is delighted that the
Company's new direction as a trading group has been founded on a company of the
calibre of FTT.  Your Directors therefore view the outlook with confidence.

I would like to take this opportunity to express, on behalf of the Board, our
thanks to shareholders and employees for their continued support and to extend a
warm welcome to all our new colleagues at FTT and PEF.

The Hon. Alexander Robert Hambro
Chairman                                        14 September 2005


Judges Capital plc
Interim report and accounts
Consolidated profit and loss account for the six months ended 30 June 2005

                           Six months ended                        Six months ended          Year ended
                           30 June 2005                            30 June 2004              31 December 2004

                           (unaudited)                             (unaudited)               (audited)
                           £000         £000            £000       £000                      £000
                           Continuing   Acqui-sitions   Total
                           operations

Turnover                   -            265             265        -                         -
Direct costs               -            (175)           (175)      -                         -
Gross profit               -            90              90         -                         -

Administrative expenses    (102)        (61)            (163)      (84)                      (176)
Operating (loss)/profit    (102)        29              (73)       (84)                      (176)

Profit on disposal of                                   226        44                        58
investments
Provision against                                       (150)      -                         (100)
investments
Investment income                                       -          24                        62

Profit/(loss) on ordinary                               3          (16)                      (156)
activities before interest
and taxation

Net interest receivable                                 9          14                        2

Profit/(loss) on ordinary                               12         (2)                       (154)
activities before taxation

Tax on profit/(loss) on                                 (10)       -                         -
ordinary activities
Profit/(loss) on ordinary                               2          (2)                       (154)
activities after taxation

Earnings/(loss) per                                     0.08p      (0.1p)                    (7.3p)
ordinary share




Judges Capital plc
Interim report and accounts
Consolidated balance sheet at 30 June 2005


                                            30 June 2005          30 June 2004          31 December 2004
                                  Notes     (unaudited)           (unaudited)           (audited)
                                            £000                  £000                  £000
Fixed assets
Tangible assets                             60                    -                     -
Goodwill                          8         3,946                 -                     -
                                            4,006                 -                     -
Current assets
Stock and work in progress                  210                   -                     -
Investments                       1         428                   1,584                 1,702
Debtors                                     922                   27                    8
Cash at bank and in hand                    1,702                 616                   296
                                            3,262                 2,227                 2,006
Creditors: amounts falling due
within one year                             (2,062)               (541)                 (472)

Net current assets                          1,200                 1,686                 1,534

Total assets less current                   5,206                 1,686                 1,534
liabilities

Long term liabilities
Subordinated loan note                      (500)                 -                     -
Bank loan                                   (1,893)               -                     -
                                            (2,393)               -                     -

Provision for deferred tax                  (23)                  -                     -

Total net assets                            2,790                 1,686                 1,534

Capital and reserves
Called up share capital           2         186                   118                   118
Share premium account             3         2,881                 1,695                 1,695
Retained loss                               (277)                 (127)                 (279)
Shareholders' funds                         2,790                 1,686                 1,534
Equity shareholders' funds                  2,777                 1,673                 1,674
Non-equity shareholders' funds              13                    13                    13
                                            2,790                 1,686                 1,534


Judges Capital plc
Interim report and accounts
Consolidated cashflow statement for the six months ended 30 June 2005

                                        Note    Six months ended            Six months ended            Year ended
                                                30 June 2005                30 June 2004                31 December 2004
                                                (unaudited)                 (unaudited)                 (audited)
                                                £000                        £000                        £000
Net cash outflow from operating         
activities                              4       (114)                       (119)                       (195)

Return on investments and servicing of
finance
Interest paid                                   (1)                         -                           -
Interest received                               23                          14                          25
Dividends received                              -                           24                          58
Net cash inflow from returns on                 22                          38                          83
investment and servicing of finance
Acquisitions
Purchase of subsidiary undertaking              (2,715)                     -                           -
Net cash from purchase of subsidiary            580                         -                           -
undertaking
Net cash outflow from acquisitions              (2,135)                     -                           -

Management of liquid resources
Purchase of investments                         -                           (945)                       (651)
Sale of investments                             780                         412                         413
Net cash inflow/(outflow) from                  780                         (533)                       (238)
management of liquid resources

Net cash outflow before financing               (1,447)                     (614)                       (350)

Financing
Issue of ordinary share capital                 956                         -                           -
Expenses paid in connection with share          (102)                       -                           -
issues
Receipts/(payments) for CFD's                   119                         526                         (57)
Receipts from borrowing                         1,880                       -                           -
Net cash inflow/(outflow) from                  2,853                       526                         (57)
financing

Increase/(decrease) in cash in the      5/6     1,406                       (88)                        (408)
period




Judges Capital plc
Interim report and accounts
Notes to the interim accounts

1.         Investments


                                         Historical    Period end value
                                         cost          Stock market    Directors'      Total
                                                       valuation       valuation
                                         £000          £000            £000            £000
Unquoted investments                     169           -               66              66
Quoted investments                       509           369             -               369
Less: provision against investments      (250)         -               -               -
                                         428           369             66              435



2.         Share capital


                                 At 30 June 2005           At 30 June 2004           At 31 December 2004
                                 (unaudited)               (unaudited)               (audited)
                                 £000                      £000                      £000
Authorised:
10,000,000 ordinary shares of 5p 500                       500                       500
each
5,000,000 convertible redeemable 50                        50                        50
shares of 1p each
                                 550                       550                       550

Allotted and called up:
3,462,356 (2004: 2,106,356)      173                       105                       105
ordinary shares of 5p each,
fully paid
5,000,000 convertible redeemable 13                        13                        13
shares of 1p quarter paid
                                 186                       118                       118



On 24 May 2005, 956,000 ordinary 5p shares were issued by way of a placing for
consideration of £956,000, and on the same date, 400,000 ordinary 5p shares were
issued as part of the consideration in respect of the acquisition of shares in
FTT.


3.         Share premium account

                              At 30 June 2005            At 30 June 2004            At 31 December 2004
                              (unaudited)                (unaudited)                (audited)
                              £000                       £000                       £000

Balance                       2,881                      1,695                      1,695


On 24 May 2005 1,356,000 ordinary shares were issued at a premium of 95p
resulting in an increase in share premium of £1,185,935, after £102,265 of
placing costs.

4.         Reconciliation of operating loss to net cash outflow from operating
activities

                            At 30 June 2005             At 30 June 2004             At 31 December
                                                                                    2004
                            (unaudited)                 (unaudited)
                                                                                    (audited)

                            £000                        £000                        £000
Operating loss              (73)                        (84)                        (176)
Increase in debtors         (225)                       (8)                         (4)
Increase/(decrease) in                                  (27)                        (15)
creditors within one year
                            132
Decrease in stock           33                          -                           -
Amortisation of goodwill    16                          -                           -
Depreciation                3                           -                           -

Net cash outflow from       (114)                       (119)                       (195)
operating activities



5.         Analysis of net funds


                    31 December 2004          Cashflow         Debt          30 June 2005
                    £000                      £000             £000          £000
Net cash:
Cash at bank        296                       1,406            -             1,702
Bank loan           -                         -                (1,893)       (1,893)

Net funds/(debt)    296                       1,406            (1,893)       (191)






6.         Reconciliation of net cashflow to movement in net funds


                                                                           £000

Increase in cash in the period                                             1,406
Change in debt in the period                                               (1,893)
Movement in net funds in the period                                        (487)

Opening net funds                                                          296

Closing net debt                                                           (191)





7.         Basis of accounts



The financial information for the six months to 30 June 2005 is unaudited and
has been prepared on the basis of the Company's adopted accounting policies.
This financial information, together with the comparative information, does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985.



The financial information for the year ended 31 December 2004 has been extracted
from the statutory accounts to that date which have been reported on by the
company's auditors and delivered to the Registrar of Companies. The auditors'
report was unqualified and did not contain a statement under section 237(2) or
(3) of the Companies Act 1985.



8.         Acquisition of Fire Testing Technology Limited


                            Book value of assets &          Fair value              Total
                            liabilities at the date of      adjustments
                            acquisition
                                  £000                      £000                    £000
Fixed assets                335                             (272)                   63

Current Assets              1,512                           -                       1,512

Current Liabilities         (453)                           -                       (453)

Long Term Liabilities       (23)                            -                       (23)
Total net assets at date of 1,371                           (272)                   1,099
acquisition

Consideration paid          5,061                           -                       5,061
including acquisition costs

Goodwill arising on         3,690                           272                     3,962
acquisition

Less: Amortisation in period                                                        (16)

Net book value at 30 June 2005                                                      3,946



The balance sheet of FTT included £271,684 within leasehold improvements on
premises rented by that Company. The Directors assessed the fair value of these
improvements as having no value in view of the fair market rental being paid by
the Company.



The calculation of the goodwill arising on acquisition of FTT is subject to the
final agreement of certain variable elements of the consideration.



The goodwill is being amortised over a period of 20 years, on a straight line
basis.






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