Preliminary Results

Judges Capital PLC
21 March 2006

JUDGES CAPITAL plc



PRELIMINARY ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2005





Highlights



•   Maiden pre-tax profit of £163,000 on turnover of £2.2m



•   Two successful acquisitions - Fire Testing Technology ('FTT') and
    PE.fiberoptics ('PFO') - in the financial year to 31 December 2005



•   Acquisition of UHV Design ('UHV') completed post year end



•   All these businesses are profitable and cash generative



Alex Hambro, Chairman, commented 'The Board is confident that the Company's new
strategy will result in increased shareholder value over time.  We are delighted
with the acquisitions completed during the past nine months and we are actively
looking for new opportunities to achieve further consolidation within the
instrumentation sector.'



CHAIRMAN'S STATEMENT



I am pleased to report that in 2005 your Company achieved its maiden pre-tax
profit for a full year amounting to £163,000 (2004: loss £153,000) on turnover
of £2.2 million (2004: nil).



A New Direction



In 2005 your Company adopted a new strategy focused on the development of a
scientific instrumentation group. Our previous activity, effectively operating
as a catalyst in relation to public to private transactions, proved incompatible
with the revival of interest in quoted 'small cap' shares.



During the year, your Company purchased Fire Testing Technology ('FTT') and
supported a management buy-out of PE.fiberoptics ('PFO'). Subsequent to the
year-end, Judges has completed the acquisition of UHV Design ('UHV').



FTT



FTT, acquired on 24 May 2005, is a world leader in the manufacture of
instruments designed to measure the reaction of a variety of materials to fire.
FTT's business is largely driven by the need to comply with regulation and more
than 95% of its sales are overseas. The purchase price amounted to £3.7 million,
including 400,000 Ordinary shares and £500,000 in vendor subordinated loan
notes, plus an £803,000 adjustment for excess working capital on completion. The
cash consideration was financed by a £2.4 million senior term loan from HBoS and
a £956,000 placing of Ordinary shares at 100p per share. In the year ended 31
May 2005, FTT generated sales of £3.3 million and an operating profit of
£700,000.



PFO



On 2 September 2005 your Company supported the management buy-out by PFO of the
fibre optic testing instruments division of PerkinElmer. The subscription price
for our 51% shareholding was a nominal £51 plus a £40,800 subordinated loan and
a £250,000 senior working capital facility, of which £75,000 was drawn down on
completion. PFO makes instruments designed to check the performance of fibre
optic used in telecommunications. The acquired business suffered in the
aftermath of the telecom boom and its future success will be influenced by a
resumption of normal spending within the sector. PFO has made an encouraging
start and proved profitable and cash generative during its first four months'
trading. The majority of the senior facility was repaid at the year-end with the
remainder repaid shortly thereafter.



UHV



The acquisition of UHV was completed on 21 February 2006. UHV designs and
manufactures instruments capable of manipulating objects in ultra high vacuum
chambers. The £836,000 purchase price comprised £650,000 in cash, 98,522
Ordinary shares and an earn-out up to a maximum of £86,000; a further cash
payment will become due, reflecting excess working capital at completion. The
cash element was financed by an extension of our senior term loan. In the year
ended 31 March 2005, UHV generated an unaudited operating profit of £295,000
from a £954,000 turnover.



Investment Portfolio



Our investment portfolio was drastically reduced during the year from a book
value of £1.7 million to £428,000. The net contribution from disposals amounted
to £90,000. At the year-end the book value of our portfolio included £228,000 of
shares in companies that are either in the process of being liquidated or, in
the case of Dickinson Legg, that received a takeover offer post our balance
sheet date (in March 2006). The only on-going investment is Poole Investments
(book value: £200,000).



Financial Performance



The Profit & Loss account therefore reflects seven months' trading at FTT, four
months' trading at PFO and our residual investment activity. Basic earnings per
share were 1.6p and 1.7p on a fully diluted basis (2004: loss per share of
7.3p). This encompasses the profits from our reducing investment activity and a
full year of overheads, while our new trading activity only contributed for part
of the year. Earnings per share, excluding goodwill amortisation, amounted to
5.3p and 4.8p on a fully diluted basis.



Our year-end financial position was strong with £1.15 million of cash in hand
(excluding the investment portfolio).



Board



Your Board was strengthened towards the end of the year by the recruitment of
Ralph Cohen as a full-time Finance Director. Ralph Elman remains on the Board as
a Non-Executive Director and the Board would like to take this opportunity to
thank him for his contribution as a part-time Finance Director.





Prospects



Your Board is confident that the Company's new strategy will result in increased
shareholder value over time.  We are delighted with the acquisitions completed
during the past nine months and we are actively looking for new opportunities to
achieve further consolidation within the instrumentation sector.



I would like to take this opportunity to thank both our longer standing and new
shareholders for their continued support and also our group employees for their
dedication and valued efforts throughout a year of organisational change.





Alex Hambro

Chairman

Date: 21 March 2006





CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2005


                                                                     2005                            2004
                                                  Continuing
                                                  activities     Acquisitions        Total
                                                      £                £               £               £

Turnover                                                     -         2,211,521      2,211,521             -

Operating costs                                      (244,426)       (1,737,350)    (1,981,776)     (175,535)
Goodwill amortisation                                        -         (103,750)      (103,750)             -
Total operating costs                                (244,426)       (1,841,100)    (2,085,526)     (175,535)

Operating (loss) / profit                            (244,426)           370,421        125,995     (175,535)

Profit on disposal of investments                                                        89,842        57,654
Provision against investments                                                                 -     (100,000)
Investment income                                                                             -        61,912
Net interest (payable) / receivable                                                    (52,632)         2,441

Profit / (loss) on ordinary activities                                                  163,205     (153,528)
before taxation

Tax on profit / (loss) on ordinary activities                                         (100,777)             -

Profit / (loss) on ordinary activities                                                   62,428     (153,528)
after taxation

Minority interests                                                                     (15,499)             -

Profit / (loss) for the financial year retained                                          46,929     (153,528)


Earnings / (loss) per share
Basic                                                                                      1.6p        (7.3)p
Diluted                                                                                    1.7p             -




There are no recognised gains and losses other than the results for the year set
out above.



CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2005


                                                                      2005                   2004
                                                                      Group                 Group
                                                                                        (restated)
                                                                        £                      £
Fixed assets
Intangible assets                                                      3,638,059               -
Tangible assets                                                          114,336               -
Investments                                                                    -               -
                                                                       3,752,395               -

Current assets
Stocks                                                                   413,130               -
Debtors                                                                  692,350           8,230
Investments                                                              427,911       1,702,075
Cash in hand and at bank                                               1,148,619         296,073
                                                                       2,682,010       2,006,378
Creditors: amounts falling due
within one year
                                                                     (1,044,264)       (484,966)

Net current assets                                                     1,637,746       1,521,412

Total assets less current liabilities                                  5,390,141       1,521,412

Creditors: amounts falling due                                       (2,528,959)               -
after more than one year

Provisions for liabilities                                              (23,557)               -

Minority interests                                                      (15,548)               -

Total net assets                                                       2,822,077       1,521,412

Capital and reserves
Called up share capital                                                  173,118         105,318
Share premium                                                          2,501,430       1,695,494
Merger reserve                                                           380,000               -
Profit and loss account                                                (232,471)       (279,400)

Shareholders' funds                                                    2,822,077       1,521,412





CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2005


                                                                  2005                        2004
                                                             £             £             £            £

Net cash inflow / (outflow) from operating activities                      345,217                  (195,365)

Returns on investments and servicing of finance
Interest received                                             54,462                      25,279
Interest paid                                              (107,094)                       (360)
Dividends received                                                 -                      58,462

                                                                          (52,632)                     83,381
Capital expenditure
Purchases of fixed assets                                                 (11,704)                          -

Acquisitions and disposals
Investments in subsidiaries                              (4,059,564)                           -
Net cash from purchase of subsidiary undertaking             579,949                           -

                                                                       (3,479,615)                          -

Net cash outflow before management of                                  (3,198,734)                  (111,984)
liquid resources and financing

Management of liquid resources
Purchases of investments                                                         -                  (650,790)
Sales of investments                                                     1,364,006                    412,500


Net cash outflow before financing                                      (1,834,728)                  (350,274)

Financing
Issue of Ordinary shares                                     956,000                           -
Expenses paid in connection with share issues              (102,264)                           -
Loans drawn down                                           2,448,959                           -
Loan repayments                                            (164,000)                           -
Payments for CFDs                                                  -                    (57,300)
Repayments of CFDs                                         (451,421)                           -

Net cash inflow / (outflow) from financing                               2,687,274                   (57,300)


Increase / (decrease) in cash in the year                                  852,546                  (407,574)




NOTES TO THE PRELIMINARY ANNOUNCEMENT

FOR THE YEAR ENDED 31 DECEMBER 2005



1.  Basis of preparation



The financial information in this preliminary announcement has been prepared in
accordance with the accounting policies set out in the financial statements of
Judges Capital plc for the year ended 31 December 2004, which have remained
unchanged for the financial year ended 31 December 2005 apart from the adoption
of FRS 21 - Events After the Balance Sheet Date, and FRS 25 - Financial
Instruments: Disclosure and Presentation.


2. Earnings / (loss) per share


   Options and warrants over Ordinary shares and rights of conversion of the Convertible Redeemable shares had no 
dilutive effect on earnings per share in 2004.


                               2005                      2004
                       Undiluted   Diluted             Undiluted
   Earnings

   Basic:               46,929       46,929            (153,528)
   Profit /(loss)
   for the financial
   year
                                                                                                                        
           
   Adjusted:
   Add back            108,307     108,307
   goodwill charge,
   net of £4,557
   minority interest
   in negative goodwill
   write back
   Notional                -        11,744
   taxed interest
   income accruing
   on dilution

   Adjusted         155,236        166,980
   profit /(loss)
             
   Number of
   shares
   Basic:        2,931,101       2,931,101             2,106,356
   weighted
   average
   in year
                                                                                                                        
           
   Adjusted:            -          513,593
   weighted
   average increase
   on dilution
                 2,931,101       3,444,694
             
   Earnings
   / (loss)
   per share
   Basic (no         1.6              1.7                   (7.3)
   dilution
   effect in 2004)
             
   Adjusted          5.3             4.8
   (no
   dilution
   effect in 2004)
             



3. Post balance sheet events



On 21 February 2006, the company announced the acquisition of the entire issued
share capital of UHV Design Limited for a maximum consideration of £836,000
(plus a working capital adjustment).  This company designs and manufactures
instruments used to manipulate objects in ultra high vacuum chambers.  On 6
March 2006 the company issued 98,522 ordinary shares of 5p at a fair value of
£1.015 in respect of the acquisition of UHV Design Limited.



In addition, a formal takeover offer was received on 3 March 2006 by Dickinson
Legg Group plc, a quoted company in which Judges Capital plc holds 3.01%,
valuing the shares at 17.75p.



4.  Preliminary Announcement



The preliminary statement, which has been agreed with the auditors, was approved
by the Board of Directors on 21 March 2006.  It is not the Group's statutory
accounts.  Copies of the Group's audited statutory accounts for the year ended
31 December 2005 will be dispatched to shareholders and the AIM team shortly.
Copies will also be available to the public at the Company's office at Unit 19,
Charlwoods Road, East Grinstead RH19 2HL.



The statutory accounts for the year ended 31 December 2005 and the year ended 31
December 2004 received audit reports which were unqualified and did not contain
statements under Section 237(2) or Section 237(3) of the Companies Act 1985.
The statutory accounts for the year ended 31 December 2004 have been delivered
to the Registrar of Companies, but the 31 December 2005 accounts have not yet
been filed.


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