Zeta Compliance Technologies
LSE : ZCGP

May 21, 2009 05:56 ET

Final Results

                                                                                                   21/05/2009
                                                                                    GB00B2R2Z520/GBP/PLUS-exn
                                                                                                          

                               FINAL RESULTS FOR ZETA COMPLIANCE GROUP PLC FOR
                                THE PERIOD 29 JANUARY 2008 TO 31 JANUARY 2009

Zeta Compliance Group plc (the "Company") (PLUS: ZCGP), today announces its audited results for the period 29
January 2008 to 31 January 2009.

The following extracts have been taken from the Report of the Directors and Consolidated Financial Statements
for the period 29 January 2008 to 31 January 2009:-

CHAIRMAN'S REPORT
On 9 May 2008, Zeta Compliance Group plc ("the Company") was admitted to PLUS market as a quoted company. The
Company's aim is to build a significant and valuable business providing real estate owners and managers  with
the  products and services to enable them to comply with legal and regulatory responsibilities in respect  of
environmental, health and safety.

The  Company  is  the parent company of two wholly owned subsidiaries, Zeta Compliance Technologies  Ltd  and
Fineapply Ltd, and acts purely as a holding company. Together they comprise "the Group".

Zeta  Compliance Technologies Limited develops databases ('ZetaSafe') and systems used to record  details  of
assets  that require monitoring to comply with legal obligations in respect of various aspects of a  client's
environmental,  health  and  safety obligations. Fineapply Limited provides risk  assessment  and  compliance
monitoring services principally relating to water and air hygiene and other environmental and safety  issues.
The Subsidiaries' web sites are www.zetacomtech.com and www.fineapply.com .

The primary driver for obtaining quoted company status was to support the viability of an acquisition programme
to  accelerate realisation of this objective. The mission of the group's operating subsidiaries is to deliver
significant productivity gains to its customers over and above enabling to meet their compliance obligations.

In the full year ended 31 January 2009, on an annualised basis turnover across the group increased by some 29%
to  £1,645,842 (9 months to 31 January 2008: £955,170) whilst earnings before interest, tax, depreciation and
amortisation saw a small amount of growth of 3.2% to £230,200 (See note 1 below). The floatation of the  Group
on  the  PLUS  market saw some one-off costs incurred, and this along with an increase in the amount  of  R&D
costs amortised in the period saw net earnings fall by 75.4% to £32,088.

NOTE 1: Current year and previous year figures for the group have been derived from audited individual accounts
of the subsidiary companies of Zeta Compliance Group plc, and the parent company itself. The previous audited
accounts  were for the 9 month period ending 31 January 2008. Where annualised figures have been referred  to
in the case of 2008 figures, these have simply been derived by multiplying up the 9 months results by 12/9 to
estimate  a comparative 12 month figure. In the case of the 2009 figures the full 12 months results for  each
of  the subsidiaries for the year ended 31 January 2009 have been consolidated to include the pre-acquisition
results. Transactions between the subsidiary companies have been eliminated from these figures.

This has been done to present a more useful summary of the total Group's performance, aggregating the 2009 pre
and post acquisition results.


Summary of results

                                   12m ended 31.1.09    9m ended 31.1.08    % change    % change on  
                                           £                   £                       annualised basis
                                                                                              
           Turnover                    1,645,842            955,170           72.3          29.2     
                                                                                                     
           EBITDA                        230,200            167,344           37.6           3.2      
                                                                                                     
           Net Earnings                   32,088             97,878          -67.2         -75.4     
                                                                                                     


The Group is not immune to general economic conditions despite the underlying imperative for its customers to
ensure  that  their estates are healthy and safe for staff and visitors. In the second half of our  financial
year,  we  saw  many property managers, some concerned with the survival of their businesses, curtailing  and
deferring  expenditure wherever possible. Several prospective 'new name' orders expected in the  autumn  were
deferred  and our second half performance was below the first half in respect of Turnover (£764,654  compared
to £881,001) and EBITDA (£36,455 compared to £193,745).

In  the belief that Zeta can develop and grow even in adverse market conditions, the directors looked hard at
what  factors under our control could have improved performance. As a result, from 1 February 2009  we  reset
our  organisation  to  more clearly delineate responsibilities for our key activities - sales,  delivery  and
product  development. In addition, our executive team has subsequently been augmented by  the  arrival  of  a
Financial Director designate. Our Investors In People programme and other staff development investments  have
been  sustained  so  we are confident that we have the right people organised to the best  effect  to  resume
profitable growth.

Following our PLUS market flotation in May 2008, we acted on our strategy to find compatible acquisitions and
initiated  a search for suitably sized businesses operating in similar areas to Fineapply, which present  the
opportunity for cross selling and whose operations could benefit from the adoption of Zeta's technology.  The
viability  of  this strategy was endorsed by identifying and engaging in discussions with three suitable  and
available companies. The first of these discussions coincided with the initial impact of 'the credit  crunch'
on stock markets and investment managers and it was quickly concluded that the necessary funding could not be
raised. We revised our sights to target smaller companies where a purchase without the need for Zeta to raise
new  equity  was  conceivable.  In  neither case was that outcome attained but  valuable  relationships  were
developed  to promote cross selling under existing ownership and to resume acquisition talks in  the  future.
The search and other preliminary discussions are continuing.

Zeta Compliance Group plc has advanced a long way over the past three years and we are immensely grateful for
the  dedication  of our colleagues who have travelled with us in that time. Their continuing development  and
commitment  augmented  by  talented  recruits give us immense confidence in  achieving  a  successful  future
together.


REPORT OF THE DIRECTORS
The directors present their report with the financial statements of the company and the group for the period
29 January 2008 to 31 January 2009.

PRINCIPAL ACTIVITY

The  Company  was  formed  on 29 January 2008 to become the holding company for Zeta Compliance  Technologies
Limited and Fineapply Limited.

REVIEW OF BUSINESS

Share  for  share swap transactions took place on 9 April 2008 for ownership of Zeta Compliance  Technologies
Limited  and  Fineapply Limited to be transferred to the Company in advance of achieving the  stated  aim  of
becoming a public company.

This  was  achieved on 9 May 2008 when the entire share capital of Zeta Compliance Group plc was admitted  to
trading on London's Plus Market stock exchange.

During the year, the Company successfully met another stated aim, namely that of implementing an employee share
option  scheme  as a method of motivating and rewarding its employees. The first options were granted  on  23
June 2008.

The  company  monitors  various financial key performance indicators as part of its  monthly  accounting  and
management reporting process.

The  directors  do  not  anticipate  any material change in the nature of the  company's  operations  in  the
foreseeable future

RESULTS AND DIVIDENDS

The  trading results for the year and the group's financial position at the end of the year are shown in  the
attached financial statements.

The directors have not recommended a dividend.



CONSOLIDATED INCOME STATEMENT
For The Period 29 January 2008 to 31 January 2009

           £

CONTINUING OPERATIONS

      Revenue                                                                  1,339,039
      Cost of sales                                                              596,756
      GROSS PROFIT                                                               742,333
      Administrative expenses                                                    631,235
      OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS                                  111,098
      Exceptional items                                                           68,084
      OPERATING PROFIT                                                            43,014
      Finance costs                                                               25,676
      PROFIT BEFORE TAX                                                           17,338
      Tax expense                                                                  9,070
      PROFIT FOR THE PERIOD                                                        8,268


      Attributable to:                                                                  
      Equity holders of the parent                                                 8,268

Note 2: The consolidated audited accounts, because of the date of acquisition of the subsidiaries, include only the
post-acquisition results of the last 12 months activities of the subsidiary companies.


CONSOLIDATED BALANCE SHEET
31 January 2009

           £

      ASSETS                                                                            
      NON-CURRENT ASSETS                                                              
      Goodwill                                                                    39,212
      Intangible assets                                                          289,487
      Property, plant and equipment                                               21,308
                                                                                 350,007
      CURRENT ASSETS                                                                    
      Trade and other receivables                                                447,898
      Cash and cash equivalents                                                    6,964
                                                                                 454,862
      LIABILITIES                                                                       
      CURRENT LIABILITIES                                                               
      Trade and other payables                                                   392,836
      Financial liabilities - Interest bearing loans and                         221,056
      borrowings
                                                                                   2,483
                                                                                 616,375
      NET CURRENT LIABILITIES                                                  (161,513)
                                                                                        
      NON-CURRENT LIABILITIES                                                           
      Financial liabilities - Interest bearing loans and                          35,035
      borrowings
      Deferred tax                                                                 6,587
                                                                                  41,622
      NET ASSETS                                                                 146,872
                                                                                        
      SHAREHOLDERS' EQUITY                                                              
      Called up share capital                                                     69,859
      Share premium                                                               60,640
      Share based payment reserve                                                  8,105
      Retained earnings                                                            8,268
      TOTAL SHAREHOLDERS' EQUITY                                                 146,872
      TOTAL EQUITY                                                               146,872


The financial statements were approved and authorised for issue by the Board and were signed on its behalf on
15 May 2009.

Notes

1. ACCOUNTS

The  above financial information does not amount to full accounts within the meaning of S240 of the Companies
Act  1985.  It  has, however, been extracted from the statutory accounts for the year ended 31 January  2009,
which  include  an  unqualified auditor's report and will be delivered to the Registrar of  Companies.  These
accounts were approved by the Board of Directors on 15 May 2009 and were signed on its behalf by Rob  Nicoll,
Director.

The Directors of the Issuer accept responsibility for this announcement.

For more information:

Graham Brown, Zeta Compliance Group plc
Tel:  01869 238073

Barry Hocken/Duncan Vasey, St Helen's Capital Plc
Tel: 020 7428 5582



Explanatory note
The Company was formed on 29 January 2008, and acquired Fineapply Ltd and Zeta Compliance Technologies Ltd on 9
April 2008.

The audited consolidated accounts therefore represent activity within the Company since its inception, and the
activity within Fineapply Ltd and Zeta Compliance Technologies Ltd since 9 April 2008.

You  will have seen references to the accounting period being 29 January 2008 to 31 January 2009 - this being
the  first set of accounts being produced for the Company, a slightly longer period than 12 months  has  been
produced.

Until the date of acquisitions, there was very little activity within the company itself.

The  consolidated  accounts  can  only reflect activity since the date of  acquisitions.   Consequently,  the
consolidated audited accounts, because of the date of acquisition of the subsidiaries, include only the post-
acquisition activities of the subsidiary companies.

Both subsidiary companies have produced audited accounts for the 12 months ending 31 January 2009.

If  the subsidiaries had been owned by the Company for the full 12 months to 31 January 2009, the Company and
its subsidiaries would have produced the following consolidated results:

                                    12m ended        6m ended           9m ended   
                                     31.1.09         31.7.08            31.1.08                      
                                        £                 £                £
                                                                            
                                                                             
             Turnover               1,645,842          881,001           955,170                      
                                                                                                      
             EBITDA                   230,200          193,745           167,344                      
                                                                                                      
             Net Earnings              32,088           59,251            97,878                      
                                                                                                      
             EPS                        0.000            0.001             0.001                       
                                                                                                      
                                                     END
                                                      
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