Final Results

Zest Group PLC
07 March 2006



7 March 2006

                                 Zest Group PLC

                           Maiden Preliminary Results

              Proposed Acquisition of Greensleeves Records Limited

Results

The results cover the period from the Company's incorporation on 17 September
2004 to 30 September 2005.  For this period the Company recorded a loss before
taxation of £352,000 and a loss per share of 0.66p.  The Directors do not
recommend the payment of a dividend.

Background

Following incorporation, the Company's shares were admitted to trading on the
Alternative Investment Market ('AIM') on 24 March 2005.

At the time of its admission to AIM, the Company had already acquired certain
music recording and publishing rights and in my statement in the Interim Results
issued on 28 June 2005 I made mention of the progress made thus far in
developing these rights.

The Company has now completed the base level recordings for Tara Chinn, an
exciting new female artist who is attracting attention from major record labels
in the UK and the USA, for an album which is expected to be released in the
current year.  The Company has additionally acquired copyrights and master
recordings in respect of Nasio Fontaine, an established Reggae artist, whose new
album is intended to be released in the first half of 2006, in conjunction with
live concerts in the summer.  We have also acquired current and future
publishing copyrights in respect of the work of two song writers.

In my Interim Statement I also said that 'we are additionally in discussion with
a number of independent music recording and publishing companies with a view to
their acquisition, and are optimistic that these discussions will bear fruit
within the coming months'.

Proposed first acquisition

There has been posted to you separately today an AIM Readmission Document giving
details of the Company's proposed first acquisition (the 'Acquisition'), that of
Greensleeves Records Limited ('Greensleeves').  Greensleeves is a
long-established independent record label and music publishing company based in
the UK with an office in the USA, specialising in reggae music.  I would urge
you to read carefully the Readmission Document, which contains full details of
the Acquisition.  I believe the Acquisition represents an exciting opportunity
for the Company and will form a good base for its further development.

Shareholder Meetings

The Readmission Document includes notice of an Extraordinary General Meeting of
the Company to be held on 30 March 2006 at which resolutions will be proposed
necessary to effect the Acquisition.  The Annual General Meeting of the Company,
notice of which is given on page 22 of the Report and Accounts will immediately
follow the Extraordinary General Meeting.



Richard Griffiths
Chairman

7 March 2006

ZEST GROUP PLC



PROFIT AND LOSS ACCOUNT
For the period ended 30 September 2005
                                                             Note



                                                                                            Period ended
                                                                                               30.9.2005
                                                                                                   £'000

Administrative expenses                                                                             (355)

Operating loss                                                                                      (355)

Net interest receivable                                                                                 3

Loss on ordinary activities before taxation                                                         (352)

Taxation                                                              2                                 -

Loss on ordinary activities after taxation and retained loss          4                             (352)

Loss per ordinary share
- basic                                                               3                           (0.66)p



ZEST GROUP PLC
BALANCE SHEET AT 30 SEPTEMBER 2005

                                                                  Note

                                                                                              30.9.2005
                                                                                                  £'000

Fixed assets
Intangible assets                                                                                   137
Tangible assets                                                                                       3
Investments                                                                                           -
                                                                                                    140

Current assets
Debtors                                                                                             351
Cash at bank and in hand                                                                            526
                                                                                                    877


Creditors: amounts falling due within one year                                                     (71)

Net current assets                                                                                  806
Total assets less current liabilities                                                               946


Capital and reserves
Called up share capital                                                                             205
Share premium account                                                                             1,093
Profit and loss account                                                                           (352)
Equity shareholders' funds                                        4                                 946





ZEST GROUP PLC

CASH FLOW STATEMENT



For the period ended 30 September 2005
                                                         Note                               Period ended
                                                                                               30.9.2005
                                                                                                   £'000

Net cash outflow from operating activities               5                                         (614)

Returns on investments and servicing of finance
Interest received                                                                                      3
Net cash inflow from returns on investments and service                                                3
of finance

Capital expenditure and financial investments
Payments to acquire tangible fixed assets                                                            (4)
Payments to acquire intangible fixed assets                                                        (157)
Net cash outflow from capital expenditure and financial                                            (161)
investment

Net cash outflow before financing                                                                  (772)

Financing
Issue of shares                                                                                    1,425
Share issue costs                                                                                  (127)

Net cash inflow from financing                                                                     1,298

Increase in cash                                         6                                           526







NOTES TO THE PRELIMINARY RESULTS



1  BASIS OF PREPARATION

The preliminary announcement has been prepared in accordance with applicable
accounting standards and under the historical cost convention.  The principal
accounting policies of the Company are set out in the Company's 2005 annual
report and financial statements.

2  TAXATION ON LOSS ON ORDINARY ACTIVITIES

There is no tax charge for the period.

Unrelieved tax losses of approximately £350,000 remain available to offset
against future taxable trading profits.  The unprovided deferred tax asset at 30
September 2005 amounts to £105,000.

The tax assessed for the period differs from the standard rate of corporation
tax in the UK as follows:
                                                                                            Period ended
                                                                                               30.9.2005
                                                                                                   £'000

Loss on ordinary activities before tax                   '                                         (352)
Loss on ordinary activities multiplied by standard rate                                            (106)
of corporation tax in the UK of 30%

Effect of
Expenses not deductible for tax purposes                                                               1
Deferred tax asset not recognised                                                                    105
Current tax charge for period                                                                          -



3  LOSS PER SHARE

The calculation of the basic loss per share is based on the loss on ordinary
activities after tax of £352,000 divided by the weighted average number of
ordinary shares in issue during the period of 53,279,921.  The impact of the
share options on the loss per share is anti-dilutive.



4     RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
                                                                                            Period ended
                                                                                               30.9.2005
                                                                                                   £'000

Loss for financial period                                                                           (352)
Issue of ordinary share capital  (net of issue costs)                                               1,298
Net increase in shareholders' funds                                                                   946
Equity shareholders' funds brought forward                                                              -
Equity shareholders' funds carried forward                                                            946


5   RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
                                                                                            Period ended
                                                                                               30.9.2005
                                                                                                   £'000

Operating loss                                                                                     (355)
Depreciation                                                                                           1
Amortisation                                                                                          20
Increase in debtors                                                                                (351)
Increase in creditors                                                                                 71
Net cash outflow from operating activities                                                         (614)






6   RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
                                                                                            Period ended
                                                                                               30.9.2005
                                                                                                   £'000

Increase in cash for the period  and change in net funds resulting
from cashflows                                                                                       526
Net funds brought forward                                                                              -
Net funds carried forward                                                                            526





7     PUBLICATION OF NON-STATUTORY ACCOUNTS

The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in Section 240 of the Companies Act
1985.

The balance sheet at 30 September 2005 and the profit and loss account, cash
flow statement and associated notes for the period then ended have been
extracted from the Company's 2005 statutory financial statements upon which the
auditors opinion is unqualified and does not include any statement under Section
237 of the Companies Act 1985.

Those financial statements have not yet been delivered to the Registrar of
Companies.






                      This information is provided by RNS
            The company news service from the London Stock Exchange    

FR GGGGFZVZGVZZ