1、Judges Capital plcAnnual Report and Accounts 2008 ContentsPageConsolidated Financial StatementsChairmans Statement2-3Directors Report4-6Report of the Independent Auditor7Consolidated Income Statement8Consolidated Balance Sheet9Consolidated Statement of Changes in Equity10Consolidated Cash Flow State
2、ment11Notes to the Consolidated Financial Statements12-26Parent Company Financial StatementsReport of the Independent Auditor27Parent Company Balance Sheet28Notes to the Parent Company Financial Statements29-31Notice of Class Meeting of Ordinary Shareholders32Form of Proxy33-34Notice of Annual Gener
3、al Meeting35-38Form of Proxy39-40Revenue Adjusted operating profitAdjusted operating profit as a%age of revenue8,00024%18%12%6%0%7,0006,0005,0004,0003,0002,0001,000-Dec 2005000%ageDec 2006Dec 2007Dec 2008LLLLLSales and adjusted operating profitDividend per share Adjusted basic earnings per shareShar
4、e price252015105-13012011010090807060Dec 2005Dvidend per share in penceEarnings per share in penceShare price in penceDec 2006Dec 2007Dec 2008Remainder of net debt existing at previous year-endNet debt arising in year from new acquisitionsNet debt as a percentage of net assets(shown under IFRS since
5、 transition on 1 Jan 2006)2,5002,0001,5001,000500-90%80%70%60%50%40%30%20%10%0%Dec 2005Dec 2006Dec 2007Dec 2008000%ageLLLLNet debt“”financial highlightsI have great pleasure in reporting your companys results for 2008.Revenue advanced from 6.2 million in 2007 to 7.1 million and generated profit of 1
6、.2 million before tax,abortive acquisition costs,a gain on the disposal of an investment and amortisation of intangible assets.This compares with 836,000in 2007 on an equivalent basis.Earnings per share,similarly adjusted,rose from 15.0p(restated in respect of the calculation of dilution)to 21.1p.Pr
7、e tax profit after abortive acquisition costs,investment gains and amortisation amounted to 869,000(2007:858,000).This equates to earnings per shareof 14.7p(2007:15.5p,restated).Corporate activityAll group subsidiaries were owned throughout the financial year to 31 December 2008 and since the beginn
8、ing of the comparative year,2007.During the financial year,the company raised 479,000 net of expenses through the placement of 476,800 new Ordinary shares at a price of 110p per share.Regrettably,a significant acquisition project was thwarted at a late stage by the global financial upheavals during
9、the second half of the year and consequently310,000 of costs incurred in relation to the proposed acquisition process had to be written off.In March 2008,the company purchased a freehold factory adjacent to FTT,into which its subsidiary,Aitchee Engineering,was relocated.TradingDespite the widespread
10、 economic malaise,our businesses enjoyed a successful year.The healthy order backlog at 1 January 2008 kick-started a robust performance in the first half.As the second half unfolded,commercial activityaccelerated,which again resulted in a record order book at the year-end,standing at twice the leve
11、l reached at theend of 2007.Your Board believes that the significant part of our revenue that is ultimately financed bygovernment expenditure in a widely diversified range of countries has,up to now,been afforded someprotection against the impact of the global economic slow-down.After years of tradi
12、ng against the background of a relatively strong Sterling currency,our export drivenbusiness was enhanced by the strength of the Euro from the early part of 2008 and of the US Dollarafter September 2008.Financial positionOur financial position remains strong,with cash balances reaching 1.6 million a
13、t the year-end(2007:0.9 million)and net debt reducing from 2.0 million to 1.0 million.This has beenachieved in large part by our robust trading performance and by a reduction in working capital.Aslast year,a significant proportion of our debt is denominated in foreign currency to hedge againstthe im
14、pact of exchange fluctuations on export activity.2Chairmans Statement“”despite the widespreadeconomic malaise,ourbusinesses enjoyed asuccessful yearDividendsYour Board is pleased to recommend a final dividend of 2.4p per share(2007:2.2p per share)which,subject to approval at the forthcomingAnnual Ge
15、neral Meeting on 22 May 2009,would make a totaldistribution of 3.6p per share for the year(2007:3.3p per share).Thelevel of cover by adjusted earnings per share has risen from 4 times to 6 times,notwithstanding the proposed 9 per cent increase.The proposed dividend will be payable on 3 July 2009 to
16、shareholderson the register on 5 June 2009 and the shares will go ex-dividend on 3 June 2009.Current trading and prospectsThe group is again in a strong position,starting the year with a solidorder book.The resulting visibility on revenue and the benign currencyenvironment give your Board confidence
17、 in respect of the first half of2009.However,your Board is conscious of the fact that the inherentstrength of our businesses does not necessarily provide immunityagainst the worldwide recession and accordingly we view prospects forthe second half of the year with caution at this stage.The directors
18、are adopting a prudent approach to acquisitions,focusingon those of a size that is manageable in the present financial climate.Nevertheless,we intend to capitalise on the companys strong financialposition to expand the groups activities where attractive opportunitiesarise to acquire niche companies
19、in the instrumentation sector.Thecompany has worked hard at embedding and managing newsubsidiaries,as evidenced by the 33%return currently achieved on totalinvested capital.Although this target will become increasinglychallenging as the economic climate worsens,it remains one which thedirectors cons
20、ider should be kept in their sights when assessingprospective acquisition opportunities.Annual General MeetingWith the group now firmly established in its chosen field of activity,thedirectors intend to propose a resolution at the forthcoming AnnualGeneral Meeting to change the name of the company t
21、o one more closelyreflecting its business,namely Judges Scientific plc.At the samemeeting,it is intended to table new Articles of Association and to clarifythe status of the Convertible Redeemable shares.A“whitewash”resolution was passed at the last General Meeting,enabling the company to purchase i
22、ts own shares without an obligationbeing incurred by certain shareholders to make an offer for the entireshare capital.Although no shares were purchased using this authority,the directors intend to seek a renewal of this“whitewash”facility.PersonnelMy thanks must go out to all of the executives and
23、employees of thegroup who have continued to drive their businesses forward withdedication and expertise despite the economic turbulence that affects all our export markets.Our solid performance bears testimony to their efforts.Alex HambroChairmanDate:27 March 20093The directors present their report
24、and financial statements for the yearended 31 December 2008.Principal activities The company is the parent of a trading group involved in the designand manufacture of scientific instruments.Business reviewThe companys business model calls for a steady increase in the scopeof its operations,achieved
25、through acquisitions of companies operatingin its chosen fields of activity and through the ongoing performance ofits established subsidiaries.In addition to the dilution of head officecosts that results from acquisitions,the company closely monitors thereturn it derives on the capital invested in i
26、ts subsidiaries.The annualrate of return on total invested capital(“ROTIC”)is computed monthly,both overall and in respect of each subsidiary,by comparingattributable earnings before interest,tax and amortisation(“EBITA”)withthe investment in property,plant and equipment and net current assets(exclu
27、ding surplus cash).In 2008,the overall return computed in thismanner amounted to 33.5%,before taking account of parent companycosts(other than foreign exchange losses resulting from the hedging ofsubsidiary companies equivalent exposure)(2007:24.6%).Acquisitions:although no acquisitions were made du
28、ring 2008,the directors actively investigated a number of opportunities thatcame to their attention.They were particularly disappointed that aprospect which would have constituted a reverse acquisition had tobe abandoned because of financing constraints resulting from therecent turbulence in financi
29、al markets.Abortive transaction costsamounting to 310,000 before tax have been recognised in the 2008consolidated income statement.There is a pipeline of interestingprospects that remain under investigation.It is regarded asparamount that acquisitions are completed only when the directorsare satisfi
30、ed that the target business has sound long-term strength.Ongoing performance:the directors regard the trend ofadjusted diluted earnings per share,reduction in net debt and thecompanys ability to pay dividends to its shareholders as keyindicators of overall group performance.These indicators aremonit
31、ored closely;adjusted diluted earnings per share rose from15.0p per share in 2007(restated in line with the treasury method ofcalculation prescribed in IAS 33)to 21.1p in 2008,while net debt fellfrom 2 million at 31 December 2007 to 1 million at 31 December2008.Dividend cover fell slightly from a fa
32、ctor of 5 in 2007 to 4.5 in2008;however,adjusting for exceptional items in those years(primarily gains on investment disposals in 2007 and abortiveacquisition costs in 2008),cover increased from a factor of 4.1 in2007 to 6.1 in 2008.In addition to these trends and the above“ROTIC”measure for therate
33、 of return on investments,the company measures theperformance of its individual subsidiaries in a number of ways:Sales trends:(a)sales at Fire Testing Technology(“FTT”)rose by 15%in 2008 compared with 2007.As in the previous year,order intake rosesignificantly in the closing stages of 2008,with the
34、result that theorder backlog at the end of the year was 2,100,000 comparedwith 900,000 at 31 December 2007.Sales at AitcheeEngineering Limited rose by 14%in 2008,though the companynoted a declining trend towards the end of the year;(b)sales at PE.fiberoptics(“PFO”)were steady in 2008,though thecompa
35、ny continues to experience unpredictable fluctuations inline with uncertainties in global industrial markets;(c)sales at UHV Design(“UHV”)rose by 29%in 2008 comparedwith 2007,building further on the substantial gains of recentyears.The year-end order backlog more than doubled comparedto 2007,reachin
36、g 780,000 at 31 December 2008.Earnings:Rising sales on a relatively fixed cost base enabled the group to post a 19.3%EBITA margin in 2008 compared with 16.9%in 2007(excluding gains on investment disposals and abortiveacquisition costs).Cash generation and management:Consolidated gross cash flow from
37、 operating activities amounted to1,923,000(2007:859,000),benefiting from a net reduction inworking capital of 521,000(2007:investment in working capital of282,000).Other material cash flows included an outlay of 590,000by the parent company on the acquisition of a freehold industrialproperty and the
38、 raising of 479,000(net of expenses)through ashare placing.Commercial risks and uncertainties:an importantelement of the groups business model is development throughacquisition;the group is exposed to the risk of an insufficient flow oftarget companies of requisite quality.As regards the groups exis
39、tingbusinesses,activities are concentrated in niche markets,serving aworldwide customer base.The principal drivers of the individualbusinesses within the group are as follows:FTT is the worlds major producer of instruments designed tomeasure the reaction of materials to fire;the long-term growth oft
40、he business is supported by the development of related safetyregulations internationally and by the globalisation of trade.Theactivity is supported through the in-house production ofengineering parts by its subsidiary company,Aitchee Engineering Limited.PFO is a significant provider to the telecoms
41、industry of equipmentto test the properties of fibre optic and fibre optic networks.Trading is strongly influenced by the cyclical nature of this sector.UHV designs and manufactures instruments to create motion,heating and cooling within ultra high vacuum chambers.It isbenefiting from the buoyancy o
42、f the high-tech markets which itserves and their requirements for ultra high vacuum products.Thedirectors consider that there is scope to improve the companysoutput and market share through technical innovation andincreased production capability.Across all the groups activities lies the exposure to
43、human resourceshortages.This reflects the small niche-serving nature of the groupsbusinesses and the impracticality at this stage of the groups Directors Report45development of providing significant back-up support in respect ofkey roles.Financial risk management objectives and policies:the group ut
44、ilises financial instruments,other than derivatives,comprising borrowings,cash and cash equivalents and various otheritems such as trade receivables and payables that arise directly fromits operations.The main purpose of these financial instruments is toraise finance for the groups operations.The ma
45、in risks arising fromthe groups financial instruments relate to interest rates,liquidity,credit and foreign currency exposure.The directors review and agreepolicies for managing each of these risks,which are described andevaluated in more detail in note 31 to the consolidated financialstatements and
46、 which are summarised below.The policies haveremained unchanged from previous periods.Interest rate riskThe group finances its operations through a mixture of bank and hirepurchase borrowings(predominantly at floating rates),equity andretained profits.With net debt of under 1 million at 31 December2
47、008,exposure to interest rate fluctuations is not considered to be amajor threat to the group.Liquidity riskThe group seeks to manage liquidity risk by ensuring sufficient fundsare available to meet foreseeable needs and to invest cash assetssafely and profitably.Primarily this is achieved through l
48、oansarranged at group level.Short term flexibility is achieved through theavailability of overdraft facilities and through the significant cashbalances that the group currently holds.Credit riskThe group reviews the credit risk relating to its customers byensuring wherever possible that it deals wit
49、h long established tradingpartners,agents and government/university backed bodies,wherethe risk of default is considered low.Where considered appropriate,the group insists on up-front payment and requires letters of creditfacilities to be provided.Currency riskWith exports representing a significant
50、 proportion of its sales,themain risk area to which the group is exposed is that of foreigncurrencies(principally US$and Euros).The group adopts a strategyto hedge against this risk in whole or in part by maintaining aproportion of its bank loans in these currencies.The directors reviewthe value of
51、this hedge on a regular basis.There remains,nevertheless,an ongoing threat to the groups competitive position ininternational markets from any sustained period of Sterling strength,though the latter part of 2008 saw the opposite trend.Capital management objectivesThe directors capital management obj
52、ectives are to ensure thegroups ability to continue as a going concern and to provide anadequate return to shareholders.The parent and subsidiarycompanies boards meet regularly to review performance and discussfuture opportunities and threats with the aim of optimisingsustainable returns and minimis
53、ing risk.Results and dividendsThe results for the financial year to 31 December 2008 are set out inthe income statement.The company paid an interim dividend of 1.2pper Ordinary share on 3 October 2008.At the forthcoming AnnualGeneral Meeting,the directors will recommend payment of a finaldividend fo
54、r the year of 2.4p per Ordinary share to be paid on Friday3 July 2009 to shareholders on the register on Friday 5 June 2009.The shares will go ex-dividend on Wednesday 3 June 2009.DirectorsThe following directors have held office during the year:Hon AR Hambro1-non-executiveMr DE CicurelMr RL CohenMr
55、 RJ Elman1-non-executiveMr GC Reece1-non-executive1Member of the audit and remuneration committeesMr D Barnbrook was appointed a director with effect from 1 January 2009.Directors interestsThe directors interests in the Ordinary shares of the company were asstated below:Ordinary of 5p each31 Decembe
56、r 20081 January 2008Shares OptionsShares OptionsHon AR Hambro25,000-25,000-Mr DE Cicurel*526,356-526,356-Mr RL Cohen10,00057,00010,00047,000Mr RJ Elman45,791-45,791-Mr GC Reece3,000-3,000-*Held by David Cicurel Securities Limited,except for 40 shares held directly.Details of share options are set ou
57、t in note 26 to the financial statements.In addition to the above holdings of Ordinary shares,the directors hadthe following interests in the Convertible Redeemable share capital ofthe company:Convertible Redeemable of 1p each(quarter-paid)31 December 2008 1 January 2008SharesSharesHon AR Hambro416,
58、667416,667Mr DE Cicurel*4,166,6674,166,667Mr RL Cohen -Mr RJ Elman208,333208,333Mr GC Reece208,333208,333*Held by David Cicurel Securities Limited.In preparing these financial statements,the directors are required to:select suitable accounting policies and then apply them consistently;make judgement
59、s and estimates that are reasonable and prudent;state whether applicable UK Accounting Standards and InternationalFinancial Reporting Standards as adopted by the European Unionhave been followed,subject to any material departures disclosed andexplained in the financial statements;and prepare the fin
60、ancial statements on the going concern basis unless itis inappropriate to presume that the group and the parent companywill continue in business.The directors are responsible for keeping proper accounting recordsthat disclose with reasonable accuracy at any time the financial positionof the group an
61、d parent company and enable them to ensure that thefinancial statements comply with the Companies Act 1985.They arealso responsible for safeguarding the assets of both the group andparent company and hence for taking reasonable steps for theprevention and detection of fraud and other irregularities.
62、In so far as each of the directors is aware:there is no relevant audit information of which the companys auditoris unaware;and the directors have taken all steps that they ought to have taken tomake themselves aware of any relevant audit information and toestablish that the companys auditor is aware
63、 of that information.The maintenance and integrity of the corporate and financial informationincluded on the Judges Capital website is the responsibility of thedirectors:the work carried out by the auditor does not involveconsideration of these matters and,accordingly,the auditor accepts noresponsib
64、ility for any changes that may have occurred to the financialstatements since they were initially presented on the website.Legislation in the United Kingdom governing the preparation anddissemination of the financial statements may differ from legislation inother jurisdictions.Corporate governanceTh
65、e directors have established an audit committee and a remunerationcommittee with formally delegated duties and responsibilities.Themembers of both committees are the non-executive directors.The audit committee determines the terms of engagement of the companysauditor and,in consultation with the com
66、panys auditor,the scope of theaudit.The audit committee has unrestricted access to the companysauditor.The remuneration committee has delegated authority to determinethe scale and structure of the executive directors remuneration and theterms of their service contracts.The remuneration of the non-ex
67、ecutivedirectors is determined by the board as a whole.AuditorGrant Thornton UK LLP have expressed willingness to continue inoffice.In accordance with section 489(4)of the Companies Act 2006,aresolution to reappoint Grant Thornton UK LLP will be proposed at theAnnual General Meeting.On behalf of the
68、 boardRL CohenDirector and Company Secretary27 March 2009The conversion terms of the Convertible Redeemable shares aredetailed in note 27 to the financial statements.Following a fullconversion of the Convertible Redeemable shares to Ordinary shares,the directors interests in the enlarged share capit
69、al of the company asat 31 December 2008 would have been as follows:Ordinary SharesHon AR Hambro70,883Mr DE Cicurel985,183Mr RL Cohen10,000Mr RJ Elman68,732Mr GC Reece25,941On the date of his appointment to the board of directors on 1 January2009,David Barnbrook had interests in 12,500 Ordinary share
70、s and nointerests in Convertible Redeemable shares.Payment policyThe groups policy is to agree terms and conditions with suppliersbefore business takes place and to pay agreed invoices in accordancewith the terms of payment.Trade creditor days of the company at theend of the year represented 22 days
71、(2007:20 days).Directors responsibilitiesThe directors are responsible for preparing the Annual Report and thefinancial statements in accordance with applicable law and regulations.Company law requires the directors to prepare financial statements foreach financial year.Under that law the directors
72、have elected to preparethe parent company financial statements in accordance with UnitedKingdom Accounting Standards(United Kingdom Generally AcceptedAccounting Practice)and the consolidated financial statements inaccordance with International Financial Reporting Standards as adoptedby the European
73、Union.The financial statements are required by law togive a true and fair view of the state of affairs of the group and parentcompany and of the profit or loss of the group for that period.67We have audited the consolidated financial statements of Judges Capitalplc for the year ended 31 December 200
74、8 which comprise theconsolidated income statement,the consolidated balance sheet,theconsolidated statement of changes in equity,the consolidated cash flowstatement and notes 1 to 32.These consolidated financial statementshave been prepared under the accounting policies set out therein.We have report
75、ed separately on the parent company financial statementsof Judges Capital plc for the year ended 31 December 2008.This report is made solely to the companys members,as a body,inaccordance with Section 235 of the Companies Act 1985.Our auditwork has been undertaken so that we might state to the compa
76、nysmembers those matters we are required to state to them in an auditorsreport and for no other purpose.To the fullest extent permitted by law,we do not accept or assume responsibility to anyone other than thecompany and the companys members as a body,for our audit work,forthis report,or for the opi
77、nions we have formed.Respective responsibilities of directors and auditorsThe directors responsibilities for preparing the Annual Report and theconsolidated financial statements in accordance with United Kingdomlaw and International Financial Reporting Standards(IFRSs)as adoptedby the European Union
78、 are set out in the Statement of DirectorsResponsibilities.Our responsibility is to audit the consolidated financial statements inaccordance with relevant legal and regulatory requirements andInternational Standards on Auditing(UK and Ireland).We report to you our opinion as to whether the consolida
79、ted financialstatements give a true and fair view and whether the consolidatedfinancial statements have been properly prepared in accordance with theCompanies Act 1985.We also report to you whether in our opinion theinformation given in the directors report is consistent with theconsolidated financi
80、al statements.In addition we report to you if,in our opinion,we have not received allthe information and explanations we require for our audit,or ifinformation specified by law regarding directors remuneration andother transactions is not disclosed.We read other information contained in the Annual R
81、eport and considerwhether it is consistent with the audited consolidated financialstatements.The other information comprises only the directors reportand the Chairmans statement.We consider the implications for ourreport if we become aware of any apparent misstatements or materialinconsistencies wit
82、h the consolidated financial statements.Ourresponsibilities do not extend to any other information.Basis of audit opinionWe conducted our audit in accordance with International Standards onAuditing(UK and Ireland)issued by the Auditing Practices Board.Anaudit includes examination,on a test basis,of
83、evidence relevant to theamounts and disclosures in the consolidated financial statements.Italso includes an assessment of the significant estimates andjudgements made by the directors in the preparation of the consolidatedfinancial statements,and of whether the accounting policies areappropriate to
84、the groups circumstances,consistently applied andadequately disclosed.We planned and performed our audit so as to obtain all the informationand explanations which we considered necessary in order to provide uswith sufficient evidence to give reasonable assurance that theconsolidated financial statem
85、ents are free from material misstatement,whether caused by fraud or other irregularity or error.In forming ouropinion we also evaluated the overall adequacy of the presentation ofinformation in the consolidated financial statements.OpinionIn our opinion:the consolidated financial statements give a t
86、rue and fair view,inaccordance with IFRSs as adopted by the European Union,of thestate of the groups affairs as at 31 December 2008 and of its profitfor the year then ended;the consolidated financial statements have been properly prepared inaccordance with the Companies Act 1985;and the information
87、given in the directors report is consistent with theconsolidated financial statements.Grant Thornton UK LLPRegistered AuditorChartered AccountantsLeicester27 March 2009Report of the Independent Auditor20082007Notes000000Revenue77,1046,192Abortive acquisition costs8(310)-Other operating costs8(5,806)
88、(5,267)Operating profit9988925Profit on disposal of available-for-sale investments1021142Interest receivable114833Interest payable11(188)(242)Profit before tax869858Taxation12(230)(231)Profit for the year639627Attributable to:Equity holders of the parent company567553Minority interest7274Earnings pe
89、r share total and continuingBasic1414.7p15.5pDiluted(restated see Note 14)1414.7p15.5pThe accompanying notes form an integral part of these consolidated financial statements.Consolidated Income Statement89Consolidated Balance Sheet20082007Note000000ASSETSNon-current assetsProperty,plant and equipmen
90、t15861275Goodwill164,3834,383Other intangible assets172376Available-for-sale investments18-205,2674,754Current assetsInventories19672554Trade and other receivables201,3641,543Cash and cash equivalents1,6219103,6573,007Total assets8,9247,761LIABILITIESCurrent liabilitiesTrade and other payables21(1,3
91、37)(877)Current portion of long-term borrowings22(625)(527)Current tax payable(292)(300)(2,254)(1,704)Non-current liabilitiesLong-term borrowings23(1,992)(2,336)Deferred tax liabilities25(34)(36)(2,026)(2,372)Total liabilities(4,280)(4,076)Net assets4,6443,685EQUITYShare capital26202178Share premium
92、 account2,9562,501Merger reserve475475Retained earnings849409Revaluation reserve-1Equity attributable to equity holders of the parent company4,4823,564Minority interest162121Total equity4,6443,685The accompanying notes form an integral part of these consolidated financial statements.The financial st
93、atements were approved by the board on 27 March 2009D.E.CicurelR.L.CohenDirectorDirectorShare capitalShare premiumMerger reserveRetainedRevaluationTotal*Minority interestTotal equityearningsreserveNote000000000000000000000000Balance at 1 January 20071782,501475(34)(5)3,115653,180Changes in equity fo
94、r 2007Transferred to profit or loss on disposal of available-for-sale investments-66-6Net income recognised directly in equity-66-6Profit for the year-553-55374627Total recognised income andexpense for the year-553655974633Dividends13-(110)-(110)(18)(128)Balance at 31 December 20071782,50147540913,5
95、641213,685Changes in equity for 2008Transferred to profit or loss on disposal of available-for-sale investments-(1)(1)-(1)Net income recognised directly in equity-(1)(1)-(1)Profit for the year-567-56772639Total recognised income and expense for the year-567(1)56672638Dividends13-(127)-(127)(31)(158)
96、Issue of share capital24455-479-479Balance at 31 December 20082022,956475849-4,4821624,644*-Total represents amounts attributable to equity holders of the parent company.The accompanying notes form an integral part of these consolidated financial statements.Consolidated Statement of Changes in Equit
97、y1011Consolidated Cash Flow Statement20082007000000Cash flows from operating activitiesProfit after tax639627Adjustments for:Depreciation8170Amortisation of intangible assets53120Profit on disposal of property,plant and equipment-(1)Profit on disposal of available-for-sale investments(21)(142)Foreig
98、n exchange losses on foreign currency loans28027Interest receivable(48)(33)Interest payable188242Tax expense recognised in income statement230231Increase in inventories(118)(150)Decrease/(increase)in trade and other receivables179(294)Increase in trade and other payables460162Cash generated from ope
99、rations1,923859Interest paid(188)(242)Tax paid(238)(250)Net cash from operating activities1,497367Cash flows from investing activitiesAcquisition of subsidiaries,net of cash acquired-(57)Purchase of property,plant and equipment(668)(57)Proceeds from disposal of equipment-8Proceeds from disposal of a
100、vailable-for-sale investments40342Interest received4833Net cash(used in)/generated from investing activities(580)269Cash flows from financing activitiesProceeds from issue of share capital479-Repayments of borrowings(including hire purchase contracts)(527)(422)Dividends paid(158)(128)Net cash used i
101、n financing activities(206)(550)Net increase in cash and cash equivalents71186Cash and cash equivalents at beginning of period910824Cash and cash equivalents at end of period1,621910The accompanying notes form an integral part of these consolidated financial statements.1.General informationJudges Ca
102、pital plc is the ultimate parent company of the group,whose principal activities comprise the design,manufacture andsale of scientific instruments.These are used in the measurementof the reaction of materials to fire,in the testing of the propertiesof fibre optic and fibre optic networks and in the
103、creation ofmovement,heating and cooling of objects within ultra highvacuum chambers.2.Registered officeThe address of the registered office and principal place ofbusiness of Judges Capital plc is Unit 19,Charlwoods Road,East Grinstead,West Sussex RH19 2HL.3.Basis of accountingThe consolidated financ
104、ial statements have been prepared underthe historical cost convention except for certain financialinstruments which are carried at fair value.The groups financial statements up to and including those for theyear ended 31 December 2006 were prepared in accordance withUnited Kingdom Accounting Standar
105、ds(United KingdomGenerally Accepted Accounting Practice).With effect from 1January 2007,the company,being listed on the AlternativeInvestment Market of the London Stock Exchange,is required topresent its consolidated financial statements in accordance withInternational Financial Reporting Standards(
106、IFRS)as adopted bythe European Union.Accordingly,these financial statements havebeen prepared in accordance with the accounting policies set outbelow which are based on the IFRS in issue as adopted by theEuropean Union(EU)and in effect at 31 December 2008.As set out in note 14,comparative figures fo
107、r diluted and adjusteddiluted earnings per share have been restated.4.Use of accounting estimates and judgementsMany of the amounts included in the consolidated financialstatements involve the use of judgement and/or estimation.Thesejudgements and estimates are based on managements bestknowledge of
108、the relevant facts and circumstances,having regardto prior experience,but actual results may differ from the amountsincluded in the consolidated financial statements.Informationabout such judgements and estimation is contained in theaccounting policies and/or the notes to the consolidated financials
109、tatements and the key areas are summarised below:Judgements in applying accounting policies:the directors must judge whether all of the conditions requiredfor revenues to be recognised in the income statement of thefinancial year,as set out in Note 6.4 below,have been met;the classification of finan
110、cial assets as“available for sale”requires judgements concerning the likelihood and timing ofrealisation of sale;the directors must judge whether future profitability is likely inmaking the decision whether or not to create a deferred tax asset.Sources of estimation uncertainty:depreciation rates ar
111、e based on estimates of the useful lives andresidual values of the assets involved;estimates of future profitability are required for the decisionwhether or not to create a deferred tax asset;estimates are required as to asset carrying values andimpairment charges.These are assessed by reference tob
112、udgeted profits and cash flows for future periods for therelevant income generating units and an estimate of their valuesin use.5.Change in accounting policies5.1 Standards,amendments and Interpretations toexisting Standards that are not yet effectiveAt the date of authorisation of these consolidate
113、d financialstatements,certain new Standards,amendments andInterpretations to existing standards have been published but arenot yet effective.The group has not early-adopted any of thesepronouncements.The new Standards,amendments andInterpretations that are expected to be relevant to the groupsconsol
114、idated financial statements are as follows:IAS 1 Presentation of Financial Statements(revised 2007)-effective from 1 January 2009,ie for reporting periods beginning on or after this dateThis amendment affects the presentation of owner changes inequity and introduces a statement of comprehensive inco
115、me.Preparers will have the option of presenting items of income andexpense and components of other comprehensive income either ina single statement of comprehensive income with subtotals,or intwo separate statements(a separate income statement followed bya statement of other comprehensive income).Th
116、is amendmentdoes not affect the financial position or results of the group butwill give rise to additional disclosures.Management are currentlyassessing the detailed impact of this amendment on the groupsfinancial statements.IFRS 8 Operating Segments-effective from 1 January 2009This IFRS specifies
117、how an entity should report information aboutits operating segments in its consolidated financial statements.Generally,financial information is required to be reported on thesame basis as is used internally for evaluating operating segmentperformance and deciding how to allocate resources to operati
118、ngsegments.Implementation of this Standard is not expected toincrease the number of reportable segments but will alter themanner in which these are reported to be consistent with theinternal reporting provided to the chief operating decision-maker.All the above pronouncements will be adopted in the
119、groupsfinancial statements for the period beginning 1 January 2009.Notes to the Consolidated Financial Statements1213IFRS 3 Business Combinations(revised 2008)and IAS 27 Consolidated and Separate FinancialStatements(revised 2008)effective from 1 July 2009The revised Standards introduced major change
120、s to theaccounting requirements for business combinations,transactionswith non-controlling interests(a new term for“minority interests”)and a loss of control of a subsidiary.Management are currentlyassessing the detailed impact of this amendment on the groupsfinancial statements.The revised Standard
121、s will be adopted in the groups financialstatements for the period beginning 1 January 2010.Other new Standards and Interpretations have been issued but are not expected to have a material impact on the groupsfinancial statements.6.Accounting policies6.1 Basis of consolidationThe consolidated financ
122、ial statements include those of the parentcompany and its subsidiaries,all drawn up to 31 December 2008.Subsidiaries are entities over which the group has the power tocontrol the financial and operating policies so as to obtainbenefits from their activities.The group obtains and exercisescontrol thr
123、ough voting rights.Income,expenditure,unrealisedgains and intra-group balances arising from transactions withinthe group are eliminated.Unrealised losses are also eliminatedunless the transaction provides evidence of an impairment of theasset transferred.Amounts reported in the financial statements
124、ofsubsidiaries have been adjusted where necessary to ensureconsistency with the accounting policies adopted by the group.Acquisitions of subsidiaries are dealt with by the purchasemethod.The purchase method involves the recognition at fairvalue of all identifiable assets and liabilities,including co
125、ntingentliabilities of the subsidiary,at the acquisition date,regardless ofwhether or not they were recorded in the financial statements ofthe subsidiary prior to acquisition.In the case of acquisitions after31 December 2005,goodwill is stated after separating outidentifiable intangible assets.Goodw
126、ill represents the excess ofacquisition cost over the fair value of the groups share of theidentifiable net assets of the acquired subsidiary at the date ofacquisition.The parent company is entitled to the merger relief offered bysection 131 of the Companies Act 1985 in respect of the fair valueof t
127、he consideration received in excess of the nominal value of theequity shares issued in connection with the acquisition of Fire Testing Technology Limited and UHV Design Limited.6.2 Business combinations completed prior to thedate of transition to IFRSThe group has elected not to apply IFRS 3 Busines
128、sCombinations retrospectively to business combinations prior tothe date of transition to IFRS on 1 January 2006.Accordingly theclassification of the combination(acquisition,reverse acquisitionor merger)remains unchanged from that used under UK GAAP.Assets and liabilities are recognised at the date o
129、f transition if theywould be recognised under IFRS,and are measured using theirUK GAAP carrying amounts immediately post-acquisition asdeemed cost under IFRS,unless IFRS requires fair valuemeasurement.Amounts recorded as goodwill under UK GAAPhave not been re-assessed to identify intangible assets.D
130、eferredtax and minority interest are adjusted for the impact of anyconsequential adjustments after taking advantage of thetransitional provisions.6.3 GoodwillGoodwill,representing the excess of the cost of acquisition overthe fair value of the groups share of the identifiable net assetsacquired,is c
131、apitalised and reviewed annually for impairment.Goodwill is carried at cost less accumulated impairment losses.Negative goodwill is recognised immediately after acquisition inthe income statement.The carrying value of negative goodwill at the date of transitionhas been credited to reserves.There is
132、no re-instatement ofgoodwill or negative goodwill that was amortised prior totransition to IFRS.6.4 RevenueRevenue from the sale of goods is measured by reference to thefair value of consideration received or receivable by the group forgoods supplied,excluding Value Added Tax,and is recognisedwhen a
133、ll the following conditions have been satisfied:the group has transferred to the buyer the significant risks andrewards of ownership of the goods and effective control overthem,generally on despatch or delivery;the amount of revenue and the costs incurred or to be incurredin respect of the transacti
134、on can be measured reliably;and it is probable that the economic benefits associated with thetransaction will flow to the group.Installation revenues are deferred and held on the balance sheetwithin trade and other payables pending recognition as revenueon completion of installation.Interest income
135、is recognised usingthe effective interest method which calculates the amortised costof a financial asset and allocates the interest income over therelevant period.Dividend income is recognised when theshareholders right to receive payment is established.6.5 Intangible assets acquired as part of a bu
136、siness combinationIn accordance with IFRS 3 Business Combinations,an intangibleasset acquired in a business combination is deemed to have acost to the group of its fair value at the acquisition date.The fairvalue of the intangible asset reflects market expectations about theprobability that the futu
137、re economic benefits embodied in theasset will flow to the group.Amortisation begins when the intangible asset is first available foruse and is provided at rates calculated to write off the cost of eachintangible asset over its expected useful life,ranging from a fewweeks in the case of sales order
138、backlogs to five years in the caseof non-competition agreements.Amortisation charges areincluded in operating costs in the income statement.Subsequent to initial recognition,intangible assets are stated at deemed cost less accumulated amortisation andimpairment charges.6.6 Property,plant and equipme
139、ntProperty,plant and equipment is stated at cost,net of depreciationand any provision for impairment.Disposal of assets:the gain or loss arising on the disposal of anasset is determined as the difference between the disposalproceeds and the carrying amount of the asset and is recognisedin the income
140、 statement.Depreciation:Depreciation is provided at annual rates calculatedto write off the cost less residual value of each asset over itsexpected useful life,within the following ranges:Property:2%straight-line on cost of buildings Plant and machinery:15%on written down value to 20%straight-line o
141、n cost Fixtures,fittings and equipment:15%on written down value to 33%straight-line on cost Motor vehicles:25%on written down value to 25%straight-line on cost Building improvements:20%straight-line on costMaterial residual value estimates are updated as required but atleast annually.6.7 Impairment
142、testing of goodwill,other intangibleassets and property,plant and equipmentFor the purposes of assessing impairment,assets are grouped atthe lowest levels for which there are largely independent cashinflows(cash-generating units).As a result,some assets aretested individually for impairment and some
143、 are tested at cash-generating unit level.Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of therelated business combination and represent the lowest level withinthe group at which management monitors goodwill.Cash-generating units to which goodwill h
144、as been allocated aretested for impairment at least annually.All other individual assets or cash-generating units are tested whenever events orchanges in circumstances indicate that the carrying amount maynot be recoverable.An impairment loss is recognised for the amount by which theassets or cash-g
145、enerating units carrying amount exceeds itsrecoverable amount.The recoverable amount is the higher of fairvalue,reflecting market conditions less costs to sell,and value inuse based on estimated future cash flows from each cash-generating unit,abated at a suitable discount rate in order tocalculate
146、the present value of those cash flows.The data used forimpairment testing procedures is directly linked to the groupslatest approved budgets,adjusted as necessary to exclude anyfuture restructuring to which the group is not yet committed.Discount rates are determined individually for each cash-gener
147、ating unit and reflect their respective risk profiles asassessed by the directors.Impairment losses for cash-generating units reduce first thecarrying amount of any goodwill allocated to that cash-generatingunit.Any remaining impairment loss is charged pro rata to theother assets in the cash-generat
148、ing unit.With the exception ofgoodwill,all assets are subsequently reassessed for indicationsthat an impairment loss previously recognised may no longerexist.Impairment charges are included in operating costs in theincome statement.An impairment charge that has beenrecognised is reversed if the cash
149、-generating units recoverableamount exceeds its carrying amount.6.8 LeasesIn accordance with IAS 17,the economic ownership of a leasedasset is transferred to the lessee if the lessee bears substantiallyall the risks and rewards related to the ownership of the leasedasset.The related asset is recogni
150、sed as an asset in the balancesheet at the time of inception of the lease at the fair value of theleased asset or,if lower,the present value of the minimum leasepayments plus incidental payments,if any,to be borne by thelessee.A corresponding amount is recognised as a financeleasing liability.The in
151、terest element of leasing payments represents a constantproportion of the capital balance outstanding and is charged tothe income statement over the period of the lease.1415All other leases are regarded as operating leases and thepayments made under them are charged to the income statementon a strai
152、ght line basis over the period of the lease term.Leaseincentives are spread over the term of the lease.6.9 InventoriesInventories are stated at the lower of cost and net realisable value.Costs of ordinarily interchangeable items are assigned using thefirst-in,first-out cost formula.Cost includes mat
153、erials,directlabour and an attributable proportion of manufacturing overheadsbased on normal levels of activity.6.10TaxationCurrent tax is the tax currently payable based on taxable profit forthe year.Deferred taxes are calculated using the liability method ontemporary differences.Deferred tax is ge
154、nerally provided on thedifference between the carrying amounts of assets and liabilitiesand their tax bases.However,deferred tax is not provided on theinitial recognition of goodwill,nor on the initial recognition of anasset or liability unless the related transaction is a businesscombination or aff
155、ects tax or accounting profit.Deferred tax ontemporary differences associated with shares in subsidiaries is notprovided if reversal of those temporary differences can becontrolled by the group and it is probable that reversal will notoccur in the foreseeable future.In addition,tax losses available
156、tobe carried forward as well as other income tax credits to the groupare assessed for recognition as deferred tax assets.Deferred tax liabilities are provided in full,with no discounting.Deferred tax assets are recognised to the extent that it is probablethat the underlying deductible temporary diff
157、erences will be able tobe offset against future taxable income.Current and deferred taxassets and liabilities are calculated at tax rates that are expected toapply to their respective period of realisation,provided they areenacted or substantively enacted at the balance sheet date.Changes in deferre
158、d tax assets or liabilities are recognised as acomponent of tax expense in the income statement,except wherethey relate to items that are charged or credited directly to equityin which case the related deferred tax is also charged or crediteddirectly to equity.6.11Share-based paymentsIFRS 2 has been
159、 applied,in accordance with IFRS 1 and wherethe effect is material,to equity-settled share options granted on orafter 7 November 2002 and not vested prior to 1 January 2006.All goods and services received in exchange for the grant of anyshare-based payment are measured at their fair values.Whereempl
160、oyees are rewarded using share-based payments,the fairvalues of employees services are determined indirectly byreference to the fair value of the instrument granted to theemployee.This fair value is appraised at the grant date andexcludes the impact of non-market vesting conditions.All equity-settle
161、d share-based payments are ultimately recognisedas an expense in the income statement,with a correspondingcredit to“other reserve”.If vesting periods or other non-market vesting conditions apply,the expense is allocated over the vesting period,based on the bestavailable estimate of the number of sha
162、re options expected tovest.Estimates are subsequently revised if there is any indicationthat the number of share options expected to vest differs fromprevious estimates.Any cumulative adjustment prior to vesting isrecognised in the current period.The impact of the revision of theoriginal estimates,i
163、f any,is recognised in the income statementover the remaining vesting period,with a correspondingadjustment to the appropriate reserve.No adjustment is made toany expense recognised in prior periods if share optionsultimately exercised are different to that estimated on vesting.Upon exercise of shar
164、e options the proceeds received net ofattributable transaction costs are credited to share capital,andwhere appropriate share premium.6.12Financial assetsFinancial assets are divided into the following categories:loansand receivables and available-for-sale financial assets.Financialassets are assign
165、ed to the different categories by management oninitial recognition,depending on the purpose for which they wereacquired.The designation of financial assets is re-evaluated atevery reporting date at which a choice of classification oraccounting treatment is available.All financial assets are recognis
166、ed when the group becomes aparty to the contractual provisions of the instrument.Financialassets are recognised at fair value plus transaction costs.Loans and receivables are non-derivative financial assets withfixed or determinable payments that are not quoted in an activemarket.Trade receivables a
167、re classified as loans and receivables.Loans and receivables are measured subsequent to initialrecognition at amortised cost using the effective interest method,less provision for impairment.Any change in their value throughimpairment or reversal of impairment is recognised in operatingcosts in the
168、income statement.Provision against trade receivables is made when there isobjective evidence that the group will not be able to collect allamounts due to it in accordance with the original terms of thosereceivables.The amount of the write-down is determined as thedifference between the assets carryi
169、ng amount and the presentvalue of estimated future cash flows.Available-for-sale financial assets include non-derivative financialassets that are either designated as such or do not qualify forinclusion in any of the other categories of financial assets.All financial assets within this category are
170、measuredsubsequently at fair value,with changes in value recognised inequity,through the statement of changes in equity.Gains andlosses arising from investments classified as available-for-sale arerecognised in the income statement when they are sold or whenthe investment is impaired.In the case of
171、impairment of available-for-sale assets,any losspreviously recognised in equity is transferred to the incomestatement.Impairment losses recognised in the income statement on equity instruments are not reversed through theincome statement.An assessment for impairment is undertaken at least at eachbal
172、ance sheet date.A financial asset is derecognised only where the contractual rightsto the cash flows from the asset expire or the financial asset istransferred and that transfer qualifies for derecognition.A financialasset is transferred if the contractual rights to receive the cashflows of the asse
173、t have been transferred or the group retains thecontractual rights to receive the cash flows of the asset butassumes a contractual obligation to pay the cash flows to one ormore recipients.A financial asset that is transferred qualifies forderecognition if the group transfers substantially all the r
174、isks andrewards of ownership of the asset,or if the group neither retainsnor transfers substantially all the risks and rewards of ownershipbut does transfer control of that asset.6.13Financial liabilitiesFinancial liabilities are obligations to pay cash or other financialassets and are recognised wh
175、en the group becomes a party to thecontractual provisions of the instrument.All financial liabilities arerecorded initially at fair value net of direct issue costs.All financial liabilities with the exception of ConvertibleRedeemable shares(see paragraph 6.19)are recorded atamortised cost using the
176、effective interest method,with interest-related charges recognised as an expense in finance cost in theincome statement.These financial liabilities include trade andother payables and borrowings,including bank loans,subordinated loan notes and hire purchase commitments.Finance charges,including prem
177、iums payable on settlement orredemption and direct issue costs,are charged to the incomestatement on an accruals basis using the effective interest methodand are added to the carrying amount of the instrument to theextent that they are not settled in the period in which they arise.A financial liabil
178、ity is derecognised only when the obligation isextinguished,that is,when the obligation is discharged orcancelled or expires.6.14Cash and cash equivalentsCash and cash equivalents comprise cash on hand and demanddeposits,together with other short-term,highly liquid investmentsthat are readily conver
179、tible into known amounts of cash and whichare subject to an insignificant risk of changes in value.6.15PensionsCompanies in the group operate defined contribution pensionschemes for employees and directors.The assets of the schemesare held by investment managers separately from those of thecompany a
180、nd group.The pension costs charged against profitsare the contributions payable to the schemes in respect of theaccounting period.6.16Foreign currenciesTransactions in foreign currencies are translated at the exchangerate ruling at the date of the transaction.Monetary assets andliabilities in foreig
181、n currencies are translated at the rates ofexchange ruling at the balance sheet date.Exchange differencesarising on the settlement of monetary items or on translatingmonetary items at rates different from those at which they wereinitially recorded are recognised in the income statement in theperiod
182、in which they arise.6.17DividendsDividend distributions payable to equity shareholders are includedin trade and other payables when the dividends are approved ingeneral meeting but not paid prior to the balance sheet date.6.18EquityEquity comprises the following:“Share capital”represents the nominal
183、 value of equity shares.“Share premium”represents the excess over nominal value ofthe fair value of consideration received for equity shares,net ofexpenses of the share issue.“Merger reserve”represents the fair value of the considerationreceived in excess of the nominal value of equity shares issued
184、in connection with acquisitions where the company hasexercised entitlement to the merger relief offered by section 131of the Companies Act 1985.“Retained earnings”represents retained profits and losses.“Revaluation reserve”represents gains and losses due to therevaluation of certain financial assets
185、.“Minority interest”represents retained profits and lossesattributable to minority shareholders in subsidiary companies.6.19Convertible Redeemable sharesIn accordance with IAS 32,the Convertible Redeemable shareshave been recorded as a liability at the net proceeds received andthe future conversion
186、into Ordinary shares has not been taken into account.16177.Segmental reportingThe groups primary reporting format is business segment and its secondary format is geographical segment by origin of revenue.Business segment analysis:all of the groups operations are in the field of design and manufactur
187、e of scientific instruments.Thefinancial performance of each of the business segments is summarised below.There are no material sales between business segments.Allassets reside in the UK.Year ended/at 31 December 2008Fire testing Fibre opticUltra high vacuumCentral costs andGroup equipmenttesting eq
188、uipmentmanipulationconsolidationconsolidatedequipment000000000000000Revenue4,1341,0321,938-7,104Operating profit1,052198513(776)987Assets2,2215679875,1498,924Liabilities1,3272504122,2914,280Total capital employed8943175752,8584,644Goodwill3,871-512-4,383Other intangible assets13-10-23Capital expendi
189、ture21452591668Depreciation791238(48)81Amortisation of intangible assets21-32-53Year ended/at 31 December 2007Fire testing Fibre opticUltra high vacuumCentral costs andGroup equipmenttesting equipmentmanipulationconsolidationconsolidatedequipment000000000000000Revenue3,6501,0361,506-6,192Operating p
190、rofit636216313(240)925Assets1,7724958404,6547,761Liabilities9522483482,5284,076Total capital employed8202474922,1263,685Goodwill3,871-512-4,383Other intangible assets34-42-76Capital expenditure15-42-57Depreciation761137(54)70Amortisation of intangible assets33-87-120Geographical analysis:all the gro
191、ups design,manufacturing and sales activities are located in the UnitedKingdom.Sales by geographical destination are as follows:20082007000000United Kingdom940988Rest of Europe2,6652,502United States/Canada1,5771,054Rest of the World1,9221,648Total7,1046,1928.Operating costs20082007000000Raw materia
192、ls and consumables2,2411,703Other external charges1,0371,231Staff costs(note 29)2,3942,143Depreciation8170Amortisation of intangible assets53120Other operating costs5,8065,267Abortive acquisition costs310-Total6,1165,2679.Operating profit20082007000000Operating profit is stated after charging/(credi
193、ting):Profit on disposal of property,plant and equipment-(1)Fees payable to the companys auditor:for the audit of the companys annual accounts1824Fees payable to the companys auditorfor other services:for the audit of the companys subsidiaries,pursuant to legislation3240for tax services108for all ot
194、her services48Depreciation8170Amortisation of intangible assets53120Operating lease rentals-land and property174165In addition,fees were paid to the auditor in 2008 in respect of corporate financetransaction work undertaken in connection with an acquisition project which,inthe event,did not proceed.
195、The costs of 85,000 plus VAT are included inoperating costs in the income statement.10.Profit on disposal of available-for-saleinvestmentsDuring the year,the parent company realised the final distributionin the sum of 40,000 in relation to the last of its available-for-sale investments,being its 1.6
196、8%interest in Fortress Holdingsplc.During 2007,the parent company disposed of its 3%holdingin Poole Investments plc,realising 342,000 in cash and a profitbefore tax of 142,217.11.Interest receivable and payable20082007000000Interest receivable-short-term bank deposits4833Interest payable-bank and hi
197、re purchase loans(155)(203)-bank overdrafts and other short-term borrowings-(1)Interest payable-loan notes(33)(38)(188)(242)Net interest payable14020912.Taxation20082007000000UK corporation tax at 281/2%(2007:30%)-current year292289-prior years(61)(1)231288Deferred tax-origination and reversal of te
198、mporary differences:-current year(9)(49)-prior years8(8)(1)(57)Tax on profit for the year -current year283240-prior years(53)(9)230231Factors affecting the tax charge for the year:Profit before tax868858Profit before tax multiplied by weighted average standard rate of UK corporation tax of 281/2%(20
199、07 30%)247257Tax relief available on purchased goodwill(19)(20)Provisions and expenditure not deductible for tax purposes557Marginal relief(1)(2)Variances between capital allowances and depreciation11Change in the rate of deferred tax-(3)Tax on profit for the year -current year283240-prior years(53)
200、(9)Total net taxation charge2302311819Ordinary shares that would have been issued at the averagemarket price of Ordinary shares during the period is treated as anissue of Ordinary shares for no consideration.Reconciliations of the earnings and the weighted average numberof shares used in the calcula
201、tions are set out below:Year to 31 December 2008EarningsWeightedEarningsattributableaverageper shareto equitynumber ofholders ofsharesthe parentcompany000No.penceProfit after tax for calculation of basic earnings per share567Notional taxed interest income accruing on dilution-Profit after tax for ca
202、lculation of diluted earnings per share567Add-back:amortisation of intangible assets,net of tax38provision for abortive acquisition costs,net of tax263Less:profit on disposal of available-for-sale investments,net of tax and tax adjustment in respect of prior year(57)Adjusted diluted profit 811Number
203、 of shares for calculation of basic earnings per share3,849,565Dilutive effect of potential shares-Number of shares for calculation of diluted earnings per share3,849,565Basic earnings per share14.7Diluted earnings per share14.7Adjusted basic earnings per share21.1Adjusted diluted earnings per share
204、21.1Year to 31 December 2007EarningsWeightedEarningsattributableaverageper shareto equitynumber ofholders ofsharesthe parentcompany000no.penceProfit after tax for calculation of basic earnings per share553Notional taxed interest income accruing on dilution-Profit after tax for calculation ofdiluted
205、earnings per share553Add-back:amortisation of intangible assets,net of tax82Less:profit on disposal of available-for-sale investments,net of tax(100)Adjusted diluted profit535Number of shares for calculation ofbasic earnings per share3,560,878Dilutive effect of potential shares-Number of shares for
206、calculation of diluted earnings per share3,560,878Basic earnings per share15.5Diluted earnings per share(restated)15.5Adjusted basic earnings per share15.0Adjusted diluted earnings per share(restated)15.013.Dividends20082007p/share000p/share000Final dividend for the previous year2.2782.071Interim di
207、vidend for the current year1.2491.1393.41273.1110The directors will propose a final dividend of 2.4p per share,amounting to 97,000,for payment on 3 July 2009.As thisremains conditional on shareholders approval,provision has notbeen made in these consolidated financial statements.14.Earnings per shar
208、eOptions and warrants over Ordinary shares and rights ofconversion of the Convertible Redeemable shares are described innotes 26 and 27.The calculation of the basic earnings per shareis based on the earnings attributable to ordinary shareholdersdivided by the weighted average number of shares in iss
209、ue duringthe period.The calculation of diluted earnings per share is basedon the basic earnings per share,adjusted to allow for the issue ofshares and the post-tax effect of interest,on the assumedconversion of all dilutive options and other dilutive potentialOrdinary shares.The company has adopted
210、a more rigorous approach in itsassessment of whether options or similar instruments are dilutive,in line with the treasury method prescribed in IAS 33.As a result,certain options previously considered to be dilutive at 31December 2007 are no longer considered to be so.Comparativefigures have been re
211、stated accordingly.The treasury methodregards the assumed proceeds from these instruments as havingbeen received from the issue of Ordinary shares at the averagemarket price of Ordinary shares during the period.The differencebetween the number of ordinary shares issued and the number of 15.Property,
212、plant and equipmentPlant&FixturesMotor Property&Totalmachineryfittings&vehiclesbuildingequipmentimprove-ments000000000000000Cost/deemed cost1 January 20073001593954552Additions81930-57Disposals-(19)-(19)31 December 20073081785054590Additions33377591668Disposals-(6)-(6)31 December 2008341215516451,25
213、2Depreciation1 January 2007135552541256Charge46146470Disposals-(11)-(11)31 December 2007181692045315Charge48218481Disposals-(5)-(5)31 December 2008229902349391Net book value-31 December 200811212528596861Net book value-31 December 2007127109309275Included above are plant&machinery assets held under
214、hire purchase contractswith a net book value at 31 December 2008 of 47,000(2007:57,000).Thedepreciation charge in the year on these assets was 11,000(2007:11,000).16.Goodwill000Cost1 January 20074,390Adjustment in 2007 to purchase price of prior year acquisition(7)31 December 2007 and 20084,383An an
215、alysis of goodwill by business segment is given in Note 7.The adjustment in 2007 to the purchase price of a prior yearacquisition arose from the payment of an earn-out instalment in alesser amount than had been provided.There have been no impairment charges in either 2007 or 2008.Goodwill is tested
216、annually for impairment by reference to thevalue in use of the relevant cash generating units,which are thegroups business segments.This is calculated on the basis ofprojected cash flows for the following five years derived fromdetailed budgets for the ensuing year,with subsequent yearsincluding mod
217、est nominal rates of sales and cost growth rangingfrom 3%to 5%per annum and steady gross margins.These cashflows are adjusted to present day values at a discount rate basedon a weighted average cost of capital of 12.15%(2007:10.88%)per annum,calculated by reference to year-end data on equityvalues a
218、nd interest,dividend and tax rates.The residual value atthe end of the five years,computed by reference to projected yearsix cash flows and discounted,is also included.There was norequirement for any impairment provision at 31 December 2008.The directors have considered the sensitivity of the keyass
219、umptions and have concluded that any reasonably possiblechanges in these key assumptions would not result in the value inuse falling below the carrying value of goodwill,given the amountof headroom available.202117.Other intangible assetsAdvertisingDistribution Sales orderCustomer Non-Totalagreement
220、sbacklogrelationshipscompetition agreement000000000000000000Cost1 January 2007 and 31 December 2007 and 20086989120822425Amortisation1 January 200738291494229Charge for the year 2007316-97412031 December 2007698911468349Charge for the year 2008-4855331 December 20086989119413402Net book value31 Dece
221、mber 2008-1492331 December 2007-621476An analysis of other intangible assets by business segment is given in Note 7.18.Available-for-sale investmentsAs described in Note 10,the group realised the last of itsavailable-for-sale investments during 2008.The investments heldat 31 December 2007 were:31 De
222、cember 2007 Period end valueHistoricalMarket DirectorsTotalcostvaluationvaluationvaluation000000000000At 31 December 2007 unquoted investment19-2020Net unrealised gain at31 December 2007-11Investments held at 31 December 2007 comprised 800,100 shares(representing 1.68%)in Fortress Holdings plc(in me
223、mbersvoluntary liquidation-the directors valuation was their estimateof the final distribution from the liquidator).19.Inventories20082007000000Raw materials542421Work in progress102106Finished goods2827672554In 2008,a total of 2,241,000 of inventories was included in theincome statement as an expen
224、se(2007:1,703,000).Thisincludes an amount of 12,000(2007:3,000)resulting fromwrite-downs of inventories.There were no reversals of previouswrite-downs that were recognised in the income statement ineither 2008 or 2007.All group inventories form part of the assetspledged as security in respect of ban
225、k loans.20.Trade and other receivables20082007000000Trade receivables1,2011,385Prepayments and accrued income9276Other receivables71821,3641,543The carrying value of receivables,all of which are short-term,isconsidered a reasonable approximation of fair value.All trade andother receivables have been
226、 reviewed for impairment and aprovision of nil (2007:1,000)has been made relating to thegroups fire testing equipment segment.In addition,some of the unimpaired trade receivables were pastdue at the balance sheet date as follows:20082007000000Not more than 3 months336533More than 3 months but not mo
227、re than 6 months1872More than 6 months but not more than 1 year29638361121.Trade and other payables20082007000000Trade payables386288Accruals and deferred income758433Social security and other taxes11678Other payables77781,337877All amounts are short-term and their carrying values are considered rea
228、sonableapproximations of fair value.Other payables include 12,500 of non equityshares classed as financial liabilities(see note 27).22.Current portion of long-term borrowings20082007000000Bank loan608508Net obligations under hire purchase contracts1719625527All amounts are short-term and their carry
229、ing values are considered reasonableapproximations of fair value.23.Long-term borrowings20082007000000Bank loan1,4921,819Subordinated loan notes500500Net obligations under hire purchase contracts-171,9922,336The bank loan is secured on assets of the group,is repayable inquarterly instalments over th
230、e period ending 31 March 2012 andbears interest at 21/4%above LIBOR-related rates.Thesubordinated loan notes are unsecured,repayable on 23 May2010 and bear interest at Bank of Scotland base rate plus 2%.Thehire purchase obligations are secured on the related assets.Therepayment profile of borrowings
231、 is as set out below.24.Maturity of borrowings and net debt31 December 2008Bank SubordinatedHireTotalloanloan notespurchase000000000000Repayable in less than 6 months352-10362Repayable in months 7 to 12347157369Current portion of long-term borrowings6991517731Repayable in years 1 to 2792506-1,298Rep
232、ayable in years 2 to 5793-793Long-term borrowings1,585506-2,091Total borrowings2,284521172,822Less:interest included above205cash and cash equivalents1,621Total net debt99631 December 2007Bank SubordinatedHireTotalloanloan notespurchase000000000000Repayable in less than 6 months336-9345Repayable in
233、months 7 to 123263310369Current portion of long-term borrowings6623319714Repayable in years 1 to 2699-17716Repayable in years 2 to 51,304515-1,819Long-term borrowings2,003515172,535Total borrowings2,665548363,249Less:interest included above386cash and cash equivalents910Total net debt1,953A proporti
234、on of the groups bank loans is drawn in foreign currencies to providea hedge against assets denominated in those currencies.The Sterling equivalentat 31 December 2008 of loans denominated in US$was 681,000(2007:493,000)and in Euros was 505,000(2007:530,000).These amounts are included in the figures
235、above for bank loans,repayable in years 1 to 2 and 2 to 5.The components of the hire purchase debt are as follows:20082007000000Future payments1738Less:interest component of future payments-2Carrying amount 31 December173625.Deferred tax liabilities200820070000001 January 20083689Credit to income st
236、atement in the year(2)(56)Charge against revaluation reserve-331 December 20083436Deferred tax balances relate to temporary differences as follows:Accelerated capital allowances3229Provisions allowable for tax in subsequent period-(8)Goodwill and other intangible assets1129Fair value adjustment aris
237、ing on acquisition of FTT(9)(14)3436Amounts provided in respect of deferred tax are computed at 28%(2007:28%).The group has unrelieved tax losses at 31 December 2008 of431,000(2007:431,000).The group has not recognised adeferred tax asset(2008 and 2007:120,000)in respect of theselosses as the timing
238、 and extent of recovery is uncertain.Theselosses are available to be offset against future profits of the parent company.222326.Share capital20082007000000Authorised-Ordinary shares of 5p each10,000,000 shares500500Allotted,called up and fully paid-Ordinary shares of 5p each1 January 3,560,878 share
239、s 178178Allotted in the year 476,800 shares(2007 nil)24-31 December 4,037,678 shares(2007 3,560,878)202178The allotment of shares in 2008 was made pursuant to a placingin May 2008 at 110p per share,raising 479,000 net of expensesto provide additional working capital and to facilitate potentialacquis
240、ition opportunities in line with the groups strategy.Equity share options and warrantsAt 31 December 2008 and at the date of this report,options havebeen granted and remain outstanding in respect of 237,000Ordinary shares in the company,all priced by reference to themid-market price of the shares on
241、 the date of grant and allexercisable,following a 3-year vesting period,between the thirdand tenth anniversaries of grant,as below:2008 2007NumberWeighted NumberWeighted average averageexercise exercisepricepricep/sharep/share2005 Approved PlanOutstanding at 1 January90,000100.728,000103.5Granted in
242、 year51,450124.062,00099.4Outstanding at 31 December 141,450109.290,000100.7Of which exercisable at 31 December-2005 Unapproved PlanOutstanding at 1 January70,000100.456,000102.0Granted in year25,550124.014,00094.0Outstanding at 31 December95,550106.770,000100.4Of which exercisable at 31 December42,
243、000101.5-TotalOutstanding at 1 January160,000100.684,000102.5Granted in year77,000124.076,00098.4Outstanding at 31 December 237,000108.2160,000100.6Exercise prices at 31 December 2008 ranged from 94p/share to124p/share(2007:94p/share to 106.5p/share),with a weightedaverage remaining contractual life
244、 of 8.28 years(2007:8.77years).Certain of the options were conditional upon theachievement of earnings targets,all of which had been met by 31 December 2008.Options have been granted to two directors as follows:Number of sharesMr D BarnbrookMr R L Cohen20 October 2005 at 101.5p5,00037,00022 March 20
245、06 at 103.5p10,000-23 March 2007 at 106.5p10,000-24 September 2007 at 94p5,00010,00028 April 2008 at 124p10,00010,00040,00057,000The market price of the companys Ordinary shares on 31 December 2008 was 66p,the highest price during 2008 was125p on 6 and 20 May,the lowest price during 2008 was 66pbetw
246、een 10 December and the year-end and the price on 18 March 2009 was 74p.Subsequent to the year end,the company put in place anirrevocable non-discretionary share repurchase programme topurchase up to 533,775 Ordinary shares.At the date of approvalof these financial statements,no repurchases had been
247、 madeunder this programme.In accordance with IFRS 2,a Black Scholes valuation model hasbeen used.This has indicated that no material expense is requiredto be charged for the years ended 31 December 2008 and 31December 2007.As such,no adjustment has been made to eitherthe consolidated or parent compa
248、ny financial statements.Warrants to subscribeUnder an agreement dated 22 October 2004,Invex Capital LLPwas granted unquoted warrants to subscribe for Ordinary sharesin the company in connection with the acquisition of Fire TestingTechnology Limited.This warrant has an exercise price of 1 pershare,ex
249、pires on 23 May 2010 and relates to 133,564 shares.Loeb Aron&Company Limited,the brokers who conducted the2008 share placing,were granted unquoted warrants to subscribefor Ordinary shares in the company at an exercise price of 1.10 per share,expiring on 20 May 2013 and relating to 23,840shares.The I
250、nvex warrants have not been accounted for inaccordance with IFRS 2 as they were issued before the effective date of the Standard.The Loeb Aron warrants have notbeen accounted for in accordance with IFRS 2 on the grounds of materiality.Convertible Redeemable sharesThe conversion rights set out in not
251、e 27 would have resulted inthe issue of 550,592 Ordinary shares if conversion of all theConvertible Redeemable shares had taken place on 31 December2008.27.Shares classed as financial liabilities20082007000000Authorised5,000,000 Convertible Redeemable shares of 1p each5050Allotted,called up and full
252、y paid5,000,000 Convertible Redeemable shares of 1p each quarter paid1212In accordance with IAS 32,Financial Instruments:Presentation,the ConvertibleRedeemable shares are classified as financial liabilities and included in otherpayables less than one year(see note 21).The principal terms of the Conv
253、ertible Redeemable shares are asfollows:There is no right to participate in the profits of the company.On a winding up or other return of capital,the surplus assetsremaining after payment of liabilities shall be applied:(i)First in repaying the capital paid up on the Ordinary shares;(ii)Secondly in
254、repaying the capital paid up on the Convertible Redeemable shares;and(iii)Thirdly distributed amongst the holders of the Ordinaryshares according to the amounts paid up.The holders of the Convertible Redeemable shares are notentitled to attend or vote at General Meetings of the companyunless the mee
255、ting considers a resolution for winding up thecompany.On payment to the company of the aggregate of(i)a sum equalto any amount which has not been called or which is otherwiseunpaid in respect of all of the Convertible Redeemable shares tobe converted and(ii)a further sum equal to 95 pence multiplied
256、by the number of Ordinary shares to be issued as a result of theconversion less the amount paid up or deemed paid up(including the amount referred to in(i)above)in respect of theConvertible Redeemable shares to be converted(“ConversionPrice”),each holder of Convertible Redeemable shares shall beenti
257、tled to convert all or any of his Convertible Redeemableshares into such number of fully paid Ordinary shares whichrepresents 0.24 per cent of the number of Ordinary shares inissue,assuming that all the Convertible Redeemable sharesremaining capable of being convertible into Ordinary shares atthe da
258、te of which the conversion takes place had beenconverted at the time,for every 100,000 ConvertibleRedeemable shares so converted and in proportion for anygreater or lesser number of Convertible Redeemable shares(“Conversion Rate”).The holders of Convertible Redeemable shares shall(subject tothe prov
259、isions of the Companies Act)be entitled at any time toredeem all or any of the Convertible Redeemable sharesoutstanding out of any profits or monies of the company whichmay lawfully be applied for that purpose.Conversion rights do not formally time-expire,though thecompanys founder directors had ini
260、tially intended to set anend-date of December 2009.The directors intend to regularise the position by inviting shareholders at their next meeting toapprove a resolution extending the current conversion rights to31 December 2014.28.Emoluments of directors and key management personnel20082007000000Tot
261、al directors emoluments:Emoluments 219201Defined contribution pension scheme contributions44223205Emoluments of the highest paid director:Emoluments 10492Defined contribution pension scheme contributions4410896During the year one director participated in a defined contributionpension scheme(2007:one
262、).Compensation of key management personnelEmoluments,benefits and pension contributions478437Key management personnel comprise directors of the parentcompany and the managing directors of the principal operatingcompanies.The compensation of the non-executive directors ofthe parent company is determi
263、ned by the Board of directors as awhole,that of the executive directors of the parent company isdetermined by the Remuneration Committee of the Board(comprising the non-executive directors)and that of the managingdirectors of the principal operating companies is determined bythe group Chief Executiv
264、e.242529.Employees20082007no.no.Number of employeesBy function-manufacturing3335-sales and administration30256360By business segment-fire testing equipment3031-fibre optic test equipment98-ultra high vacuum manipulation equipment1715-head office766360Employment costs20082007000000Wages and salaries2
265、,1101,901Social security costs235195Pension costs49472,3942,14330.Financial instrumentsThe groups policies on treasury management and financialinstruments are given in the directors report.Fair value of financial instrumentsFinancial instruments include the borrowings above.All financialinstruments
266、denominated in foreign currencies are translated intosterling at exchange rates at balance sheet dates.The directorsbelieve that there is no material difference between the book valueand fair value of all financial instruments.Borrowing facilitiesThe group had an un-drawn committed overdraft facilit
267、y of500,000 at 31 December 2008(2007:500,000).Summary of financial assets and financialliabilities by category20082007000000Trade and other receivables 1,3641,543Cash and cash equivalents1,621910Loans and receivables2,9852,453Available-for-sale investments-20Trade payables386288Accruals and deferred
268、 income758433Other payables7778Current portion of long-term borrowings625527Long term borrowings1,9922,336Other financial liabilities3,8383,662Net financial liabilities(853)(1,189)Non financial assets and financial liabilities not within the scope of IAS 39Property,plant and equipment861275Goodwill4
269、,3834,383Other intangible assets2376Inventories672554Social security and other taxes(116)(78)Current tax payable(292)(300)Deferred tax liabilities(34)(36)5,4974,874Total equity4,6443,685Financial assetsThe groups financial assets(which are summarised in note 31 credit risk)comprise cash and cash equ
270、ivalents and tradeand other receivables.The amounts derived from these assets and included as interestincome in the income statement are 48,000(2007:33,000).Cash and cash equivalents are principally denominated insterling and earn interest at floating rates.There is no difference between the book an
271、d fair values of thefinancial assets.At 31 December 2008 the group had trade receivablesdenominated in foreign currency as follows:Euros-257,000(2007:237,000),US Dollars-345,000(2007:358,000)and Japanese Yen-11,000(2007:2,000).Financial liabilitiesThe groups principal financial liabilities are bank
272、loans,subordinated loan notes issued in connection with the acquisitionof Fire Testing Technology Limited in 2005,net obligations underhire purchase contracts,trade and other payables and ConvertibleRedeemable shares classed as financial liabilities,as follows:The costs attributable to these liabili
273、ties and included asinterest expense in the income statement amounted to 187,000(2007:242,000),as analysed in note 11.Foreign exchangelosses attributable to bank loans(see below)and included asoperating costs in the income statement amounted to 282,000(2007:27,000);this approximately equates to the
274、foreignexchange gains arising in the subsidiary companies whosecurrency exposure the foreign exchange bank loans aredesigned to hedge.A proportion of the bank loans are denominated in foreigncurrencies to provide a hedge against currency risk on groupassets,as described in note 24.31.Risk management
275、 objectives and policiesThe group is exposed to market risks,arising predominantly fromcurrency exposure resulting from its export activities,interest ratefluctuation on its loans and deposits and credit and liquidity risks.Risk management strategies are co-ordinated by the board ofdirectors of the
276、parent company.Foreign currency sensitivityThe group exports a substantial proportion of its sales,frequentlydenominated in foreign currencies(principally in US$and Euros).Exposure to currency rate fluctuations exists from the moment asales order is confirmed through to the time when the relatedremi
277、ttance is converted into Sterling.This exposure is computedmonthly(along with offsetting exposure on purchases,generallyof minimal amounts)and counter-balanced by the conversion of aproportion of the groups bank loans into equivalent foreigncurrencies.The net exposure to risk is therefore substantia
278、llyreduced.Residual exposure is the difference between the netexposure and the converted bank loans,both translated intoSterling at each date of measurement.31 December 2008SterlingSterling equivalent equivalent of US$of 000000Sterling loans denominated in foreign currencies at year-end681504Residua
279、l exposure at year-end522160Impact on pre-tax profits of a 5%variation in exchange rate on year-end residual exposure268Impact on equity of a 5%variation in exchange rate on year-end residual exposure19631 December 2007Sterling Sterlingequivalent of EquivalentUS$of 000000Sterling loans denominated i
280、n foreign currencies at year-end493530Residual exposure at year-end8982Impact on pre-tax profits of a 5%variation inexchange rate on year-end residual exposure44Impact on equity of a 5%variation in exchange rate on year-end residual exposure33Interest rate sensitivityThe groups interest rate exposur
281、e arises in respect of its bankloans,which are LIBOR-linked for interest rate purposes,its subordinated loan notes and its surplus funds,both of which are bank base-rate-linked.The groups sensitivity to interest ratechanges is as follows:20082007000000Bank loans outstanding at year-end2,1002,327Impa
282、ct on pre-tax profits of a 1%change in LIBOR2123Impact on equity of a 1%change in LIBOR1516Surplus funds less subordinated loan notes at year-end1,616410Impact on pre-tax profits of a 1%change in bank base rates164Impact on equity of a 1%change in bank base rates122Credit riskThe groups exposure to
283、credit risk is limited to the carryingamounts of financial assets recognised at the balance sheet date,as follows:20082007000000Available-for-sale investments-20Cash and cash equivalents1,616910Trade and other receivables1,3641,5432,9802,473The group reviews the credit risk relating to its customers
284、 byensuring wherever possible that it deals with long established tradingpartners,and agents and government/university backed bodies,where the risk of default is considered low.Where consideredappropriate,the group insists on up-front payment and requiresletters of credit facilities to be provided.T
285、he directors consider that allthe groups financial assets that are not impaired at each of thereporting dates under review are of good credit quality,includingthose that are past due(see note 20).None of the financial assets aresecured by collateral or other credit enhancements.Group companies gener
286、ally trade through overseas agents and creditexposure to an individual agent can be significant at times.Three counterparties owed more than 10%each of the groups totaltrade and other receivables at 31 December 2008,being the USAagent of UHV Design(12.7%),the China agent of Fire TestingTechnology Li
287、mited(10.8%)and an industrial customer of FTT(10.5%).At 31 December 2007,no counterparty owed more than10%of the groups total trade and other receivables.The credit risk for liquid funds and other short-term financial assets isconsidered small.The substantial majority of these assets isdeposited wit
288、h Bank of Scotland,now part of the Lloyds BankingGroup.The British Government holds a substantial interest in thisgroup.Liquidity riskThe groups longer-term financing needs,principally in respect ofbusiness acquisitions,are satisfied by bank loans,with the objectiveof servicing repayments from the c
289、ash flow arising from thebusinesses acquired.For short and medium term financial needs,thegroup regularly compares its projected requirements with availablecash and borrowing facilities;the directors continue to augmentexisting cash surpluses with a 500,000 borrowing facility from thegroups bank to
290、provide an additional margin of liquidity.The periods of maturity of the groups borrowings are set out in note24.The maturity of all trade and other payables is within the period ofless than six months.32.Operating lease commitments20082007000000Operating lease payments expensed during the year:Land
291、 and property174165Minimum operating lease commitments falling due:Within 1 year170153Between 1 and 5 years645164Total commitment8153172627Report of the Independent AuditorWe have audited the parent company financial statements of JudgesCapital plc for the year ended 31 December 2008 which comprise
292、thecompany balance sheet and notes 1 to 13.These parent companyfinancial statements have been prepared under the accounting policiesset out therein.We have reported separately on the consolidated financial statements ofJudges Capital plc for the year ended 31 December 2008.This report is made solely
293、 to the companys members,as a body,inaccordance with Section 235 of the Companies Act 1985.Our auditwork has been undertaken so that we might state to the companysmembers those matters we are required to state to them in an auditorsreport and for no other purpose.To the fullest extent permitted by l
294、aw,we do not accept or assume responsibility to anyone other than thecompany and the companys members as a body,for our audit work,forthis report,or for the opinions we have formed.Respective responsibilities of directors and auditorsThe directors responsibilities for preparing the Annual Report and
295、 theparent company financial statements in accordance with UnitedKingdom law and Accounting Standards(United Kingdom GenerallyAccepted Accounting Practice)are set out in the Statement of Directors Responsibilities.Our responsibility is to audit the parent company financial statements inaccordance wi
296、th relevant legal and regulatory requirements andInternational Standards on Auditing(UK and Ireland).We report to you our opinion as to whether the parent companyfinancial statements give a true and fair view and whether the parentcompany financial statements have been properly prepared inaccordance
297、 with the Companies Act 1985.We also report to youwhether in our opinion the information given in the directors report isconsistent with the parent company financial statements.In addition we report to you if,in our opinion,the parent company hasnot kept proper accounting records,if we have not rece
298、ived all theinformation and explanations we require for our audit,or if informationspecified by law regarding directors remuneration and othertransactions is not disclosed.We read other information contained in the Annual Report and considerwhether it is consistent with the audited parent company fi
299、nancialstatements.The other information comprises only the directors reportand the Chairmans statement.We consider the implications for ourreport if we become aware of any apparent misstatements or materialinconsistencies with the parent company financial statements.Ourresponsibilities do not extend
300、 to any other information.Basis of audit opinionWe conducted our audit in accordance with International Standards onAuditing(UK and Ireland)issued by the Auditing Practices Board.Anaudit includes examination,on a test basis,of evidence relevant to theamounts and disclosures in the parent company fin
301、ancial statements.Italso includes an assessment of the significant estimates andjudgements made by the directors in the preparation of the parentcompany financial statements,and of whether the accounting policiesare appropriate to the parent companys circumstances,consistentlyapplied and adequately
302、disclosed.We planned and performed our audit so as to obtain all the informationand explanations which we considered necessary in order to provide uswith sufficient evidence to give reasonable assurance that the parentcompany financial statements are free from material misstatement,whether caused by
303、 fraud or other irregularity or error.In forming ouropinion we also evaluated the overall adequacy of the presentation ofinformation in the parent company financial statements.OpinionIn our opinion:the parent company financial statements give a true and fair view,in accordance with United Kingdom Ge
304、nerally AcceptedAccounting Practice,of the state of the companys affairs as at 31 December 2008;the parent company financial statements have been properlyprepared in accordance with the Companies Act 1985;and the information given in the directors report is consistent with theparent company financia
305、l statements.Grant Thornton UK LLPRegistered AuditorChartered AccountantsLeicester27 March 200920082007Notes000000Fixed assetsTangible assets3585-Investments in subsidiaries45,6205,6206,2055,620Current assetsDebtors5494375Investments6-19Cash in hand and at bank239336733730Creditors:amounts falling d
306、ue within one year7(823)(592)Net current(liabilities)/assets(90)138Total assets less current liabilities6,1155,758Creditors:amounts falling due after more than one year8(1,992)(2,319)Deferred tax9(5)-(1,997)(2,319)Total net assets4,1183,439Capital and reservesCalled up share capital10202178Share pre
307、mium112,9562,501Profit and loss account11960760Shareholders funds114,1183,439In accordance with the exemptions permitted by s230 of the Companies Act 1985,the profit and loss account of the parent company has not been presented.These parent company financial statements were approved by the board on
308、27 March 2009D.E.CicurelR.L.CohenDirectorDirectorParent Company Balance Sheet2829Notes to the Parent Company Financial Statements1.General informationThese separate financial statements of the parent company havebeen prepared under the historical cost convention and inaccordance with applicable Unit
309、ed Kingdom Accounting Standards.2.Accounting policies2.1 Tangible fixed assetsProperty is stated at cost,net of depreciation and any provisionfor impairment.Depreciation is provided at annual rates calculated to write off thecost less residual value of each asset over its expected useful lifeat the
310、following rate:Property:2%straight-line on cost of buildings(excluding the estimated value of land).2.2 InvestmentsFixed asset investments in subsidiaries are stated at cost lessprovision for impairment.Other investments are treated as currentassets,reflecting the parent companys strategic investmen
311、t policyactively to pursue appropriate exit routes on all such investments.Current asset investments are stated at the lower of cost and thedirectors estimate of near-term net realisable value.2.3 TaxationCurrent tax is provided at amounts expected to be paid orrecovered either directly or through g
312、roup relief arrangements.Deferred tax is the taxation attributable to timing differencesbetween the results computed for tax purposes and those stated inthe parent company financial statements.It is recognised on alltiming differences where the transaction or event which gives thecompany an obligati
313、on to pay more tax or the right to pay less taxin the future has occurred by the balance sheet date.Deferred taxassets are recognised when it is more likely than not that they willbe recovered.Current and deferred tax assets and liabilities are calculated atrates that are expected to apply to their
314、respective period ofrealisation,provided they are enacted or substantively enacted atthe balance sheet date.2.4 PensionsCompanies in the group operate defined contribution pensionschemes for employees and directors.The assets of the schemesare held by investment managers separately from those of the
315、company and group.The pension costs charged against operatingprofits represent the amount of the contributions payable to theschemes in respect of the accounting period.2.5 Share-based paymentsFRS 20 has been applied,where the effect is material,to equity-settled share options granted on or after 7
316、November 2002 andnot vested prior to 1 January 2006.The Black Scholes valuationmodel is used and,up to 31 December 2008,has indicated thatno material adjustment to profits is required.All goods and services received in exchange for the grant of anyshare-based payment are measured at their fair value
317、s.Whereemployees are rewarded using share-based payments,the fairvalues of employees services are determined indirectly byreference to the fair value of the instrument granted to theemployee.This fair value is appraised at the grant date andexcludes the impact of non-market vesting conditions.All eq
318、uity-settled share-based payments are ultimately recognisedas an expense in the profit and loss account,with a correspondingcredit to“other reserve”.If vesting periods or other non-market vesting conditions apply,the expense is allocated over the vesting period,based on the bestavailable estimate of
319、 the number of share options expected tovest.Estimates are subsequently revised if there is any indicationthat the number of share options expected to vest differs fromprevious estimates.Any cumulative adjustment prior to vesting isrecognised in the current period.The impact of the revision of theor
320、iginal estimates,if any,is recognised in the profit and lossaccount over the remaining vesting period,with a correspondingadjustment to the appropriate reserve.No adjustment is made toany expense recognised in prior periods if share optionsultimately exercised are different to that estimated on vest
321、ing.Upon exercise of share options the proceeds received net ofattributable transaction costs are credited to share capital,andwhere appropriate share premium.2.6 Foreign currenciesMonetary assets and liabilities denominated in foreign currenciesare translated into sterling at the rates of exchange
322、prevailing atthe balance sheet date.Transactions in foreign currencies arerecorded at the rate of exchange prevailing at the date oftransaction.All differences are taken to the profit and lossaccount.2.7 Convertible redeemable sharesIn accordance with FRS 25,the convertible redeemable shareshave bee
323、n recorded as a current liability at the net proceedsreceived and any future conversion into Ordinary shares has notbeen taken into account.3.Tangible assetsProperty000Cost1 January 2008-Additions59131 December 2008591Depreciation1 January 2008-Charge631 December 20086Net book value-31 December 2008
324、585Net book value-31 December 2007-4.Investments in subsidiaries20082007000000Cost 31 December 2006,2007 and 20085,6205,620The parent companys trading subsidiaries at 31 December 2008,all of which were incorporated and operate in the United Kingdom,were as follows:CompanyPrincipalClass of%heldactivi
325、tysharesFire Testing Technology Limited Design and Ordinary 1100%assembly of fire testing instrumentsPE.fiberoptics LimitedDesign and“A”Ordinary 1 100%of“A”assembly ofclass;being fibre-optic51%of totaltestingequityinstrumentsUHV Design LimitedDesign and Ordinary 1100%manufacture ofinstruments used t
326、o manipulate objects in ultrahigh vacuum chambersCompanyPrincipalClass of%heldactivitysharesAitchee Engineering LimitedManufacture of Ordinary 1100%engineering parts and finished productsAll of the above companies are owned directly by Judges Capital plc,with theexception of Aitchee Engineering Limi
327、ted,which is owned directly by FireTesting Technology Limited.5.Debtors20082007000000Amounts owed by group companies257275Corporation tax-group relief owed by group companies21897Prepayments and accrued income193494375Included in amounts owed by group companies is the sum of 204,000(2007:204,000)whi
328、ch is repayable on demand at any time after 30 June 2010provided that all liabilities to third parties falling due on or before that date havebeen met.All other amounts are recoverable in less than 1 year.6.Current asset investmentsThe company realised the last of its current asset investmentsduring
329、 2008.The investments held at 31 December 2007 were:31 December 2007Period end valueHistoricalMarketDirectorsTotalcostvaluationvaluationvaluation000000000000At 31 December 2007-unquoted investment19-2020Net unrealised gain at31 December 2007-11Investments held at 31 December 2007 comprised 800,100 s
330、hares(representing1.68%)in Fortress Holdings plc(in members voluntary liquidation thedirectors valuation was their estimate of the final distribution from the liquidator).7.Creditors:amounts falling due within one year20082007000000Accruals and deferred income19362Social security and other taxes1010
331、Bank loan608508Other creditors1212823592Other creditors comprise 12,500 of non equity shares classed as financialliabilities(see note 27 to the consolidated financial statements).8.Creditors:amounts falling due after more than one year20082007000000Bank loan1,4921,819Subordinated loan notes5005001,9
332、922,319The bank loan is secured on assets of the group(including theassets of the parent company),is repayable in quarterlyinstalments over the period ending 31 March 2012 and bearsinterest at 21/4%above LIBOR-related rates.The subordinated loannotes are unsecured,repayable on 23 May 2010 and bear i
333、nterestat Bank of Scotland base rate plus 2%.The repayment profile ofborrowings is as follows:Bank loanSubordinatedTotalloan notes000000000Repayable in less than 1 year608-608Repayable in years 1 to 27325001,232Repayable in years 2 to 5760-7602,1005002,6003031A proportion of the companys bank loans is drawn in foreigncurrencies to provide a hedge against assets within the group thatare denominated
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