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Toad Group PLC (TGP)

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Thursday 22 July, 2004

Toad Group PLC

Interim Results


Immediate Release: 22nd July 2004

                                Toad Group plc                                 

                                (`the company')                                

             Interim results for the six months ended 30 June 2004             

Highlights

  * Turnover for the period up £1.1m to £18.1m
   
  * Operating profit maintained at £1m after further investment in the
    company's infrastructure to support new business streams
   
  * Cash inflow from operations for the period of £1m
   
  * Net debt reduced in the six months by a further £0.5m to £3.4m
   
  * Currently installing over 2,500 mobile phone hands-free car kits per month
    to major telecoms and fleet providers
   
  * More insurance companies trialing vehicle inspection services and camera/
    computer replacement services
   
Peter Ward, Chairman, commented,

'Our mature businesses continue to generate cash to fund development of new and
growing sectors and current trading is in line with market expectations. As
previously reported we continue to identify potential strategic acquisitions
and would hope that we may be able to report progress before the year end.'

For further information, please contact:

Peter Ward

Chairman, Toad Group plc 020-8710-4016

Adam Reynolds

Andy Tan

Hansard Communications 020-7245-1100

Chairman's statement

I am pleased to present our unaudited interim figures for the six months to 30
June 2004 which show an increase in sales of £1.1m on the same period last
year.

Financials

Turnover increased to £18.1m (six months ended 2003 restated: £17.0m) thanks in
part to the new revenue stream coming from the installation of mobile phone
hands-free car kits which has grown following the new legislation which was
introduced at the end of last year. We have recruited additional call centre
staff and engineers and invested in training so that we can service the
increasing demand in this sector. The higher overheads in the period reflect
this investment and means that, while sales are up, first half operating profit
of £1m showed a marginal increase over last year. However, we now have the
resource in place to service higher sales volumes in the second half.

Cash inflow from operations was £1.0m (six months ended 2003: £1.8m) and net
debt has been reduced to £3.4m (30 June 2003: £4.7m).

Trading within our Services and Distribution divisions is reviewed below.

Services

Principal Activities: Insurance replacement of in-car entertainment systems,
cameras and computers. The supply and installation of mobile phone hands-free
kits, telematics units, in-car entertainment and security systems to fleet and
private customers.

Turnover in this division at £7.3m was £0.3m up on the same period last year.
The installation of mobile phone hands-free kits for major telecoms providers
and fleet operators has grown strongly during the first half of the year.
Currently we are achieving over 2,500 installations a month and anticipate this
rising further in the second half of the year. At the time of the Operating
Review which accompanied the 2003 Annual Report we commented on the maturity of
the replacement car audio insurance market which, as anticipated, has continued
to harden with reduced sales in this sector.

In July we were awarded trials with two further insurance companies for the
replacement or repair of lost, stolen or damaged cameras and computers and we
are looking to increase our presence in this market post trial later in the
year.

Many of the UK's leading insurance companies are trialing our new vehicle
inspection service and we are hopeful that this will lead to a new income
stream for the Services division by the year end.

Distribution

Principal Activities: The distribution of in-car entertainment systems, satnav/
communications equipment, audio leads and own brand automotive and motorcycle
alarms to the retail trade.

Overall the sales in this division increased by £0.8m to £10.8m at the half
year. This growth has been driven by increased sales of in-car audio and
satellite navigation systems to both major retailers and specialist independent
retailers. The Datatool motorcycle security and accessories business increased
penetration in a market where new motorcycle registrations were down over 30%
on the previous year. The audio leads business (ITI Ltd) had an improved first
half through the supply of interface cables for mobile phone hands-free car
kits.

Current trading and the future

Our mature businesses continue to generate cash to fund development of new and
growing sectors and current trading is in line with market expectations. As
previously reported we continue to identify potential strategic acquisitions
and would hope that we may be able to report progress before the year end.

Peter Ward

Chairman

                  Consolidated profit and loss account                                 
                                                                                       
                               Unaudited six months ended 30 June   Unaudited      Year
                                              2004                        six     ended
                                                                       months          
                                                                                       
                                                                     ended 30        31
                                                                    June 2003  December
                                                                                   2003
                                                                                       
                                                                    (Restated (Restated
                                                                        - see     - see
                                                                      note 4)   note 4)
                                                                                       
                             Before                           After                    
                                                                                       
                             Amortisation Amortisation Amortisation                    
                                       of           of           of                    
                                                                                       
                              Intangibles  Intangibles  Intangibles                    
                                                                                       
                                    £'000        £'000        £'000     £'000     £'000
                                                                                       
Turnover                           18,126            -       18,126    17,040    33,213
                                                                                       
Cost of sales                    (10,997)            -     (10,997)  (10,271)  (20,233)
                                                                                       
Gross profit                        7,129            -        7,129     6,769    12,980
                                                                                       
Other operating expenses          (5,999)        (153)      (6,152)   (5,829)  (11,334)
                                                                                       
Operating profit                    1,130        (153)          977       940     1,646
                                                                                       
Interest payable and similar        (232)            -        (232)     (321)     (586)
charges                                                                                
                                                                                       
Profit on ordinary                    898        (153)          745       619     1,060
activities before taxation                                                             
                                                                                       
Taxation                                -            -            -         -       200
                                                                                       
Profit on ordinary                    898        (153)          745       619     1,260
activities after taxation                                                              
                                                                                       
Minority interests                    (6)            -          (6)         7      (86)
                                                                                       
Profit attributable to                                                                 
members of the                                                                         
                                                                                       
parent company                        892        (153)          739       626     1,174
                                                                                       
Earnings per share - basic          1.14p      (0.20)p        0.94p     0.84p     1.55p
                                                                                       
Earnings per share - diluted        1.08p      (0.18)p        0.90p     0.81p     1.48p
                                                                                       
Consolidated balance sheet                                                             
                                                                                       
                                                 Unaudited   Unaudited 31 December     
                                                                                       
                                              30 June 2004     30 June        2003     
                                                                  2003                 
                                                                                       
                                                     £'000       £'000       £'000     
                                                                                       
Fixed assets                                                                           
                                                                                       
Intangible assets                                    1,168       1,490       1,321     
                                                                                       
Tangible assets                                      3,053       2,618       2,906     
                                                                                       
                                                     4,221       4,108       4,227     
                                                                                       
Current assets                                                                         
                                                                                       
Stocks                                               4,337       3,525       3,755     
                                                                                       
Debtors                                              6,373       5,268       5,153     
                                                                                       
Cash at bank and in hand                               443         701         541     
                                                                                       
                                                    11,153       9,494       9,449     
                                                                                       
Creditors: amounts falling due within              (7,668)     (7,075)     (6,281)     
one year                                                                               
                                                                                       
Net current assets                                   3,485       2,419       3,168     
                                                                                       
Total assets less current liabilities                7,706       6,527       7,395     
                                                                                       
Creditors: amounts falling due after               (1,433)     (2,356)     (1,892)     
more than one year                                                                     
                                                                                       
Minority interests                                     (6)          93           -     
                                                                                       
Net assets                                           6,267       4,264       5,503     
                                                                                       
Capital and reserves                                                                   
                                                                                       
Called-up share capital                              8,169       7,775       8,144     
                                                                                       
Share premium account                               12,110      11,788      12,110     
                                                                                       
Share capital to be issued                              43          43          43     
                                                                                       
Profit and loss account                           (14,055)    (15,342)    (14,794)     
                                                                                       
                                                     6,267       4,264       5,503     
                                                                                       
Shareholders' funds                                                                    
                                                                                       
Equity                                               5,488       3,485       4,724     
                                                                                       
Non-equity                                             779         779         779     
                                                                                       
                                                     6,267       4,264       5,503     
                                                                                       

Consolidated cash flow statement                Unaudited  Unaudited           
                                                                               
                                               six months six months Year ended
                                                                               
                                                    ended      ended         31
                                                                       December
                                                                               
                                                  30 June    30 June       2003
                                                     2004       2003           
                                                                               
                                                    £'000      £'000      £'000
                                                                               
Net cash inflow from operating activities           1,049      1,814      2,551
                                                                               
Returns on investments and servicing of finance                                
                                                                               
Interest payable and similar charges                (189)      (281)      (501)
                                                                               
Taxation                                                                       
                                                                               
UK Corporation tax refunded                             -          -        155
                                                                               
Capital expenditure and financial investment                                   
                                                                               
Purchase of intangible fixed assets                     -        (6)        (9)
                                                                               
Purchase of tangible fixed assets                   (348)      (163)      (668)
                                                                               
Sale of tangible fixed assets                           -         36         38
                                                                               
                                                    (348)      (133)      (639)
                                                                               
Cash inflow before financing                          512      1,400      1,566
                                                                               
Financing                                                                      
                                                                               
Issue of shares                                        25          -        691
                                                                               
Net movement in long term borrowings                (500)      (500)    (1,000)
                                                                               
Repayment of principal under finance leases           (7)       (63)      (103)
                                                                               
                                                    (482)      (563)      (412)
                                                                               
Increase in cash in period                             30        837      1,154
                                                                               

Notes

1. Reconciliation of movements in shareholders' funds                        
                                                                             
                                             Unaudited   Unaudited           
                                                                             
                                            six months  six months Year ended
                                                                             
                                                 ended       ended         31
                                                                     December
                                                                             
                                               30 June     30 June       2003
                                                  2004        2003           
                                                                             
                                                 £'000       £'000      £'000
                                                                             
Net profit for the period                          739         626      1,174
                                                                             
Share issue                                         25           -        691
                                                                             
Net movement in shareholders' funds                764         626      1,865
                                                                             
Opening shareholders' funds                      5,503       3,638      3,638
                                                                             
Closing shareholders' funds                      6,267       4,264      5,503
                                                                             
2. Reconciliation of operating profit to net cash flow                       
from operating activities                                                    
                                                                             
                                             Unaudited   Unaudited           
                                                                             
                                            six months  six months Year ended
                                                                             
                                                 ended       ended         31
                                                                     December
                                                                             
                                               30 June     30 June       2003
                                                  2004        2003           
                                                                             
                                                 £'000       £'000      £'000
                                                                             
Operating profit                                   977         940      1,646
                                                                             
Depreciation of tangible fixed assets              201         203        417
                                                                             
Loss on disposal of tangible fixed assets            -           1          -
                                                                             
Amortisation of intangible fixed assets            153         132        304
                                                                             
(Increase)/decrease in working capital           (282)         538        184
balances                                                                     
                                                                             
Net cash inflow from operating activities        1,049       1,814      2,551
                                                                             
3. Reconciliation of net cash flow to                                        
movement in net debt                                                         
                                                                             
                                             Unaudited   Unaudited           
                                                                             
                                            six months  six months Year ended
                                                                             
                                                 ended       ended         31
                                                                     December
                                                                             
                                               30 June     30 June       2003
                                                  2004        2003           
                                                                             
                                                 £'000       £'000      £'000
                                                                             
Increase in cash in the period                      30         837      1,154
                                                                             
Cash outflow from decrease in net debt             507         563      1,103
                                                                             
Changes in net debt resulting from cash            537       1,400      2,257
flows                                                                        
                                                                             
Other                                             (43)      -            (85)
                                                                             
Movement in net debt in the period                 494       1,400      2,172
                                                                             
Net debt at start of period                    (3,916)     (6,088)    (6,088)
                                                                             
Net debt at end of period                      (3,422)     (4,688)    (3,916)
                                                                             

4. Basis of preparation and publication of non-statutory accounts

The interim statement has been prepared on the basis of the accounting policies
set out in the group's statutory accounts to 31 December 2003 with the
exception of rebates received from suppliers and paid to customers, which
represent contribution to marketing costs. Previously, these contributions were
included in turnover and cost of sales respectively. Following the introduction
of FRS 5 application note G, rebate contributions received have been
reclassified from turnover to other operating expenses. Rebates paid have also
been reclassified from cost of sales to other operating expenses as the
directors believe this achieves a consistent treatment of marketing rebates.
Accordingly, the profit and loss accounts above for the comparative periods
(the 6 months to 30 June 2003 and the 12 months to 31 December 2003) have been
restated to reflect this reclassification.

A summary of rebates received and paid are given below:

                           6 months to        6 months to        12 months to
                                                                             
                               30 June            30 June              31 Dec
                                                                             
                                  2004               2003                2003
                                                                             
                                 £000s              £000s               £000s
                                                                             
Rebates received                   439                575               1,148
                                                                             
Rebates paid                     (158)              (188)               (574)

The financial information contained in this interim report does not constitute
statutory accounts as defined by Section 240 of the Companies Act 1985. The
interim report has neither been audited nor reviewed by the Group's auditors.
The financial information for the year ended 31 December 2003 is derived from
the statutory accounts for that period which have been delivered to the
Registrar of Companies and included an audit report which was unqualified and
did not contain any statement under section 237 of the Companies Act 1985.

The interim statement for the six months ended 30 June 2004 was approved by the
directors on 22 July 2004.