Zetar Plc Annual report and accounts 2012

 Zetar Plc Annual report and accounts 2012 d www.zetarplc.com
Zetar’s strategy is to develop 
and grow a snack foods and 
confectionery group with 
a reputation for quality 
and product innovation. 
We aim to deliver strong organic growth and value to our 
shareholders through:
—
  Product innovation
—
  Developing strong relationships with
 
all UK food retailers
—  Extending sales into French and Belgian retailers  
and other UK channels
—  Building a portfolio of proprietary and licensed brands
—
  Well-invested flexible manufacturing sites
—
  Maximising cost and synergy opportunities across our business
We will also grow acquisitively, particularly in Continental Europe, 
if suitable opportunities arise.
Year in review
IFC Corporate statement
01 Highlights
02 Group at a glance
04 Chairman’s statement
06 Chief Executive’s review
08 Operational review
14 Financial review
Corporate governance
16 Board of Directors
17 Company advisers
18 Corporate governance
20 Directors’ report
23 Remuneration report
27 Statement of Directors’ 
responsibilities
Financial statements
28 Independent auditor’s report
29 Consolidated income statement
29 Consolidated statement 
of comprehensive income
30 Consolidated balance sheet
31 Consolidated cash flow statement
32 Consolidated statement of changes 
in equity
33 Notes to the consolidated 
financial statements
55 Company balance sheet
56 Notes to the Company 
financial statements
58 Notice of Annual General Meeting
61 Shareholder information
61 Timeline
BC Principal subsidiaries 
and trading divisions
In this report
For more details about 
the Group please visit: 
www.zetarplc.com
To read more about the Zetar approach turn to page 02 Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 01 www.zetarplc.com
Highlights
—  Results delivered in line with current market 
expectations 
—  Positive start to the current year
—  Proposed dividend increased by 33%
Financial
—  Group revenue 5.0% lower at £128m (2011: £135m) 
due to strategic exit from low-margin commodity snack 
products and reduction in Easter confectionery sales
—  Group adjusted PBT down 17% to £5.5m (2011: £6.7m)
—  Group adjusted diluted EPS
1
 down 12% to 33.8p 
(2011: 38.5p)
—  Net debt at year end reduced to £10.8m 
(2011: £14.9m)
—  Net assets of £47.0m represent £3.55 per share
Dividend
—  Proposed dividend per ordinary share increased 
by 33% to 3.0p (2011: 2.25p)
Operating
—  Group sales mix improving:
 —  Brands 34%
 —  Everyday products 54%
—  25% growth in Natural Snacks’ licensed brand portfolio
—  Derwent Lynton business transfer and 
integration completed
—  Zetar France subsidiary established and first 
licences signed 
—  Overhead reduction plan implemented, saving 
£600,000 pa in FY2013
—  David Williams stepping down, having been Chairman 
since Zetar formed seven years ago
Current trading
—  Positive start to the current year with sales in first 
eleven weeks up 16% to £19.9m (2011: £17.2m): 
 —  Underlying sales growth due to further gains 
on everyday confectionery 7%
 —  One-off Olympic food gifting sales in May/June 
of £1.5m
—  Zetar France listings confirmed with French retailers 
for Christmas 2012
—  Guinness and Tango brands added to portfolio; 
further strong brands in negotiation
1  Adjusted profit before tax (“PBT”) and earnings per share (“EPS”) are stated before 
one-off items such as reorganisation costs, integration costs and pre-trading expenses 
(see note 12), amortisation of intangible assets, share-based payments, the fair value 
movement on financial instruments and discontinued activities.
“ Last year’s financial performance was 
disappointing primarily due to the late reduction 
in Easter 2012 sales, as our customers became 
increasingly cautious as the economic crisis 
in Europe unfolded. However, we continued to 
make good progress towards our main strategic 
objectives to increase the proportion of everyday 
and branded sales. Our portfolio of brands has 
been extended by the addition of the iconic brands 
Guinness and Tango, and we anticipate signing 
further well-known brands in FY2013. Towards 
the end of the year we also reduced overheads 
and have put initiatives in place to improve 
operating efficiencies and product quality . 
The Group’s positive cash flow enabled it to 
continue to reduce borrowings whilst also 
making a significant investment in the Group’s 
future growth.
  
We are optimistic about the new financial 
year following recent significant new everyday 
product wins and, although consumer markets 
remain challenging, we are pleased that the year 
has begun in line with our expectations with 
underlying sales growth of 7%, to which may 
be added one-off sales in respect of Olympic 
gifting products of approximately £1.5m in 
the first eleven weeks of the year. Last year’s 
cost initiatives are reflected in improved 
margins in the period. Accordingly the Board 
is confident that the Group’s results for the 
current financial year will be back on plan and 
its confidence in the Group’s future prospects 
is reflected in the proposal to increase the 
dividend by 33% to 3.0p per ordinary share.”
  IAN BLACKBURN 
  CHIEF EXECUTIVE OF ZETAR PLC Zetar Plc Annual report and accounts 2012 02 www.zetarplc.com
The Zetar Approach
When Zetar bought Lir Chocolates in 2007, 
a licence of a different sort came with the 
business: the extremely popular and well 
recognised Baileys brand. The core Baileys 
brand values and taste profile (indulgent, 
rich, creaminess) are an excellent fit within 
the chocolate category. Over five years, Lir 
has continued to develop, hand-in-hand with 
Diageo, an extremely successful portfolio.
Leveraging this learning, Humdinger was 
the first to market licensed products within 
the snacking category. Providing new snack 
products with instant recognition and great 
taste at a competitive but premium price, 
and our customers just love our initiatives! 
Following on from pioneering the Marmite 
cashew for Unilever, we have forged great 
success with Levi Roots’ Reggae Reggae 
Nuts and followed this up with Branston 
“cheese and pickle”, as well as Ambrosia 
and Vimto fruit snacks, amongst others. 
We are working with key retailers to 
develop this exciting new category.
For the Confectionery division, the 
lessons learnt from Baileys have been 
taken by Kinnerton into the everyday 
arena with Tango, a new chocolate range 
of countlines focussed on the famous 
orange-flavoured drink.
In each case the consumer immediately 
recognises the brand livery and the brand 
values and understands the anticipated 
taste delivery. 
Zetar has availed itself of some of the 
UK’s best-known brands and we are 
working with the brand owners to 
further their brands’ reach. Zetar, 
in turn, is gaining profitable shelf 
space and selling a greater proportion 
of its products at a premium margin. 
Group at a glance
NATURAL SNACKS DIVISION
LEADING WITH INNOVATION IN THE FRUIT 
AND NUT SNACK SECTORS
Our Natural Snacks division is a leading UK 
supplier of dried fruit and nuts to a wide range of 
customers, including the main multiple retailers 
along with a number of specialist retailers, for 
both snacking and home-baking occasions. We 
have a growing number of added-value lines for 
both nuts and fruit snacks under our own brands, 
such as Humdinger and Fruit Factory, and also 
under-licence, such as Marmite, Reggae Reggae, 
Branston, Guinness, Vimto and Ambrosia.
Our locations
Our business
 Zetar Plc and Confectionery head office
 Confectionery
 Natural Snacks
CONFECTIONERY DIVISION
ONE OF THE UK’S LEADING INDEPENDENT 
CHOCOLATE MANUFACTURERS
Our Confectionery division is a leading independent 
UK chocolate manufacturer, supplying a wide range 
of “everyday” and seasonal products to the main multiple 
retailers. We are the UK market leader in children’s 
character products, nut-free and allergen-free chocolate, 
and a major Easter egg and Advent calendar supplier. 
In addition, we produce high quality boxed chocolates 
under our own Lir brand and we manufacture a range 
of brands under licence, such as Baileys, Guinness, 
Famous Grouse and Tango. We are recognised for 
our creativity in developing new products and 
provide a constant stream of innovative product ideas 
to our customers.
(2011: £85.9m)
(2011: £49.1m)
2012 revenue : £87.8m 
2012 revenue: £40.4m
Our
formula for
a successful
future
Our r
formula fo or r
a successful
future
Now in
France
32% 
Group total
68% 
Group total Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 03 www.zetarplc.com
We strive to provide bespoke solutions 
where required to do so for all core 
customers, serviced by dedicated 
relationship development teams who 
proactively generate new products 
for customers to enable them to offer 
a point of difference. Our well-invested 
flexible manufacturing facilities are 
essential to support our business, 
whether producing unique new products 
or value-for-money variants of an 
existing range to help our customers 
achieve their pricing needs.
Our business model
Our growing portfolio of brands
Product innovation
Everyday products
Our brands
Flexible manufacturing
Product innovation
Everyday products
Our brands
Flexible manufacturing Zetar Plc Annual report and accounts 2012 04 www.zetarplc.com
The year has been “a game 
of two halves”. The first half 
saw adjusted profit before 
tax reach record levels with 
an increase of 13%, but 
there were signs of some 
impending softness in the 
second half which we flagged 
when reporting our interims 
in January 2012. 
As previously announced, the Group’s 
second half results fell victim to the 
deteriorating macroeconomic climate 
which led to a further decline in consumer 
and customer confidence and ultimately 
reduced Easter confectionery orders. 
In hindsight, based on the fact that virtually 
all stock sold out in advance of Easter 
weekend, one may conclude that retailers 
under-ordered and hopefully will be 
more confident when ordering for next 
Easter 2013. 
We announced a year ago that the Natural 
Snacks division exited from a substantial 
quantity of low-margin commodity business 
and would be focussed on growing its new 
range of higher-margin branded products. 
Whilst we experienced growth of 25% in 
licensed brands during the year, this was 
less than our internal targets and was 
responsible for the shortfall in that 
division’s operating profits. 
Nothing that happened in the year has 
caused us to deviate from our strategy. 
We have made good progress in developing 
the proportion of our everyday (all year 
round) sales in Confectionery and also 
in improving the branded portfolio – 
i.e. a sales mix less skewed towards 
seasonal business. Tango has made 
a good start in extending our reach into 
the impulse and convenience channels. 
We are excited by the prospects in both 
divisions for our Guinness chocolates 
and snacks. 
FINANCIAL PERFORMANCE
Group sales and adjusted operating profit 
for the year ended 30 April 2012 were 
£128.3m (2011: £135.0m) and £6.3m 
(2011: £7.5m) respectively. Consistent 
with our trading statement to the market 
in February 2012, adjusted profit before 
tax was £5.5m (2011: £6.7m).
Reported net borrowings reduced to £10.8m 
(2011: £14.9m), being just 1.2 times EBITDA 
as we remain focussed on driving down 
levels of debt. 
Chairman’s statement
“ It has been my pleasure to have 
served as Zetar’s Chairman for 
the last seven years.”
“I
s
t
In summary
—  Growing revenue from 
everyday confectionery.
—  Enhanced brand portfolio.
—  Reduced sales and operating profits 
due to lower Easter confectionery 
sales and commodity snacks.
—  Opportunities to grow export 
sales into France and Belgium. 
—  Confidence in future prospects 
reflected in the recommended 
dividend increase of 33%.
by David Williams Non-executive Chairman Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 05 www.zetarplc.com
DIVIDEND
In November 2011 we paid an inaugural 
dividend of 2.25p per ordinary share in 
respect of the financial year 2011 and 
stated that the intention was to make a 
single dividend payment each year which 
will be related to earnings growth. Despite 
the disappointing second half, given the 
Board’s confidence in the future prospects 
of the business, we recommend the payment 
of a dividend of 3.0p per ordinary share 
on 2 November 2012 to all shareholders 
on the register at 5 October 2012, 
a 33% increase. 
PEOPLE
We have a passionate and dedicated 
workforce led by an experienced 
management team. The Board recognises 
the loyalty and commitment of the 
Group’s employees and is grateful for 
their contribution and the pride they 
demonstrate as they go about their 
work each day. 
CORPORATE GOVERNANCE
The Board is committed to following 
“best practice” with regards to corporate 
governance. The Board keeps abreast 
of developments and considers the 
implications for the Company. Please 
refer to the Corporate Governance 
section on pages 18 and 19 for details 
of how we ensure good governance 
of the Group for its shareholders. 
THE FUTURE
The new financial year has commenced 
well. A combination of new private label 
business already secured, the launch of 
new licensed brands and a growing 
revenue from everyday confectionery 
products, along with a good balance of 
third party business, gives us confidence 
that financial year 2013 will yield a strong 
uplift on 2012. 
We have an ambitious business plan for 
the next three years in which we have 
set some challenging but realistic targets 
for both revenue and margin growth. 
This involves bolstering our brand model 
with additional licensed brands for both 
divisions and capitalising on opportunities 
to drive our private label sales as UK retailers 
seek to complement their value-for-money 
ranges with more premium added-value 
products. We see opportunities to grow 
our export sales, particularly into mainland 
Europe via the newly formed subsidiary 
Zetar France. 
The Board’s confidence in the Group’s 
future prospects and financial strength 
is reflected in its decision to increase 
the dividend by 33%. 
A PERSONAL NOTE
Having been Chairman since listing our 
Company in 2005, I have completed seven 
years in the role. I feel, therefore, that our 
AGM being held on 1 October is a good 
moment to stand down. The process of 
selecting a candidate to take over the role 
is well underway and will be announced 
in due course. 
It has been my pleasure to serve you 
as Chairman.
DAVID WILLIAMS
NON-EXECUTIVE CHAIRMAN
W e have launched a range 
of both chocolates and 
snacks under the globally 
renowned Guinness livery . 
Guinness and Steak gourmet 
nuts are not only a snack 
that will be suitable for both retail and  
the pub trade but, in a money box can, they provide  
an ideal gift for a man.  In addition, our Lir subsidiary has applied  
its “award winning” chocolate development skills to a range of bars, 
packs and gifts to be enjoyed by traditional Guinness drinkers and 
indeed a far wider audience. Zetar Plc Annual report and accounts 2012 06 www.zetarplc.com
Chief Executive’s review
by Ian Blackburn Chief Executive
OVERVIEW
Zetar Plc (“Zetar” or the “Group”) was 
established in 2005 to build a European 
confectionery and snack foods Group. 
We have established a strong UK platform 
with critical mass and opportunities for 
profitable growth as we align our product 
innovation expertise with a growing 
portfolio of brands. Seasonal business will 
remain important to the Group but our 
strategic objective is to grow our everyday 
ranges which will, in conjunction with 
plans to reduce the number of lines 
manufactured, also improve operating 
efficiencies and capacity. 
In the year we have taken our first step 
towards extending our business into 
continental Europe with the formation of 
Zetar France SAS based in northern France. 
After a strong trading start to the year, 
which yielded an increase in first half 
operating profits of 9%, the deteriorating 
macroeconomic climate led to a further 
decline in consumer and customer 
confidence. This understandable caution 
resulted in a reduced level of seasonal 
orders from our customers which led to 
a disappointing second half and full year 
financial result. However, during the year 
we made good progress with actions 
implemented to realise our strategic 
objectives set out above, increasing the 
proportion of everyday sales to 54% of 
Group and 36% of Confectionery division 
revenues. Our licensed brand strategy goes 
from strength to strength, with brand sales 
responsible for 34% of Group revenues. 
The portfolio now includes several iconic 
UK brands and some with global recognition. 
Our Chairman, David Williams, has 
announced his intention to step down 
from the Board at the forthcoming AGM. 
David played a pivotal role in the flotation 
of Zetar as an AIM listed company and 
has helped it to grow from a single £50m 
confectionery company to a confectionery 
and snack group with sales last year of 
£128m. The Board and, in particular, the 
Executives who have worked with him 
from Zetar’s inception, would like to express 
their gratitude for all his guidance, support 
and the intuition he has demonstrated over 
these seven years and wish him every 
success for the future. 
TRADING PERFORMANCE 
The results of Zetar for the twelve months 
ended 30 April 2012 may be summarised 
as shown in the left column. 
As disclosed in last year’s report, we exited 
a number of low-margin commodity lines 
in Natural Snacks. Also, the Confectionery 
division experienced the previously 
announced reduction in seasonal 
confectionery sales. Consequently, Group 
sales decreased by 5% to £128.3m 
(2011: £135.0m) resulting in a reduction 
in adjusted operating profits of 16% 
to £6.3m (2011: £7.5m). 
We incurred adjusted finance costs of £0.8m 
in line with the previous year which resulted 
in adjusted profit before tax of £5.5m 
(2011: £6.7m) and adjusted diluted earnings 
per share of 33.8p (2011: 38.5p). 
We also invested in three cost initiatives, 
disclosed within adjusting items, amounting 
to £1.8m to improve future financial 
performance. First, we closed the Derby 
factory of Derwent Lynton (“DL”), which had 
been acquired in April 2011, transferring 
“ Everyday sales now account for 
54% of Group revenue.” 
Summary
REVENUE
£128.3m 
a5%
(2011: £135.0m) 
ADJUSTED PROFIT BEFORE TAX
£5.5m 
a17%
(2011: £6.7m) 
ADJUSTED OPERATING PROFIT
£6.3m 
a16%
(2011: £7.5m) 
ADJUSTED DILUTED EPS
33.8p 
a12%
(2011: 38.5p) 
DIVIDEND PER ORDINARY SHARE
3.0p 
b33%
(2011: 2.25p)  Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 07 www.zetarplc.com
the business and assets to be integrated 
within our existing factory, Horsley Hick 
& Flower (“HHF”) near York, at a cost of 
£1.0m. Second, we established Zetar 
France as our French sales and distribution 
subsidiary in January 2012 with pre-trading 
expenses during the period of £0.2m. Third, 
following the reduction in Easter sales 
orders, we implemented a reorganisation 
and cost reduction programme at a cost of 
£0.6m which will benefit the current year. 
The reversal of the previous year’s working 
capital outflow, due to the late 2011 Easter, 
contributed to the Group’s generation of 
£8.0m (2011: £0.8m) cash from operating 
activities in the year, after incurring £1.8m 
of one-off costs to improve the current year’s 
performance. Despite investing a further 
£3.2m in capital expenditure and paying 
£0.5m to buy ordinary shares for the Group’s 
EBT and £0.3m to ordinary shareholders 
in respect of their first dividend, the 
Group’s net borrowings at the year end 
reduced by £4.1m to £10.8m. 
ZETAR FRANCE 
Zetar France has recently been established 
as the Group’s sales, marketing and 
distribution subsidiary with offices 
in Lille, northern France. It initially has 
three employees and will utilise third-party 
warehousing and logistics services. 
A number of character licences have 
already been signed for France and 
Belgium including Hello Kitty, Power Rangers 
and The Simpsons. The first listings with 
several major French retailers have been 
confirmed for Christmas 2012 and we are 
currently developing the Easter 2013 range. 
OUTLOOK 
We are making good progress towards our 
main strategic objectives to increase the 
proportion of everyday and branded sales. 
Our portfolio of brands has been extended 
by the addition of several strong iconic 
brands with the anticipation of signing 
more in the current year. In addition to 
increasing the proportion of everyday and 
branded sales we have reduced overheads 
and have initiatives in place to improve 
operating efficiencies and product quality. 
Whilst we have to be cautious in the face 
of the slowdown in global consumption and 
the ongoing financial crisis in Europe, which 
are contributing towards a slowdown in UK 
retail volume growth, we are encouraged 
that the Group’s underlying sales for the 
first eleven weeks of the current year are up 
by 7% and total sales growth in the eleven 
week period, including Olympic gifting sales 
of £1.5m, have increased by 16% to £19.9m 
(2011: £17.2m). Furthermore, following 
retailers’ relatively high sell-through of 
our products at Easter 2012, the early 
indications are that Christmas orders will 
be in line with our expectations including 
the first sales through Zetar France. 
The Group’s positive cash flow will enable 
it to continue to reduce borrowings whilst 
also making significant investment in the 
Group’s future growth. Although consumer 
markets remain challenging the Board is 
confident that the results for the current 
financial year will be back on plan and its 
confidence in the Group’s future prospects 
are reflected in the decision to recommend 
a significant increase in the dividend of 33% 
to 3.0p per ordinary share, which it intends 
to grow annually as earnings progress.
IAN BLACKBURN
CHIEF EXECUTIVE
Innovation lies at the core of all Zetar Group businesses.  
The Natural Snacks division has utilised the concept of 
applying food brand licences to innovative and tasty snacks, 
not only as everyday eats but, in the case of Marmite and 
Guinness, also as welcome gifts.  
It is the Group’s  
intention to 
continually grow 
the sales share 
of these added-
value products.
elcome gifts.  Zetar Plc Annual report and accounts 2012 08 www.zetarplc.com
Operational review
STRATEGY 
Innovation is at the heart of everything 
we do. For many years, the Group has 
utilised this core strength to provide 
our private label customers with ranges 
of high quality added-value premium 
products. More recently, we have gained 
expertise and experience which has enabled 
us to develop and launch a wider range 
of indulgent and impulse chocolate 
confectionery. Similarly, we leveraged 
our internal capability to be first to market 
in using licensed brands to bring new 
flavours to the nut snacking category. 
Historically Christmas and Easter have 
been the dominant trading periods for the 
Confectionery division. Seasonal business 
adds both operational challenges to 
our factories in dealing with fluctuating 
activity levels and commercial risk, as 
evidenced this year in particular with the 
late cancellation of Easter 2012 orders. 
However, some years ago the business 
had recognised these issues and, whilst 
seasonal business remains important, 
we had redirected resources, particularly 
product development, towards more 
everyday (all year round) business. 
We have been successful in the last year 
in presenting some of these products 
to our private label customers and 
believe there is further scope for growth in 
this sector as they seek to differentiate 
their products in an increasingly 
competitive marketplace. 
The Confectionery division has been 
successfully manufacturing and selling 
Baileys chocolate confectionery at 
Christmas and Easter for a number of years. 
We anticipate that the newly licensed 
Guinness brand will also be primarily 
a seasonal brand, in this instance more 
targeted at men.
The division continues to identify new 
brands that align themselves to chocolate 
confectionery that will appeal to customers 
throughout the year, such as Tango, and 
is in negotiations to license a number 
of other major brands. 
In the Natural Snacks division, we continue 
to develop our fruit products range under 
the Fruit Factory umbrella brand and 
savoury snacks under the Humdinger 
umbrella brand. Both these brands are 
capable of being extended across a wider 
range of product formats in order to meet 
consumer demands for new and exciting 
snacking experiences. This potential has 
yielded impressive growth albeit from 
a small base over the past year (see 
Natural Snacks on page 12). In addition, 
our licensed brand portfolio will be 
bolstered with the addition of Guinness. 
We believe that there is substantial 
opportunity to increase Group export 
sales of licensed character novelty 
confectionery, private label and licensed 
premium brand confectionery and snack 
ranges particularly in Europe. To this end 
we have opened our first European sales 
office in Lille, northern France, to address 
the French and Belgian markets. 
As we develop our portfolio of branded 
confectionery and snack foods we 
anticipate being able to access other sales 
channels such as food service, petrol 
forecourts and pubs. 
Our well-invested flexible manufacturing 
facilities are essential to support this 
strategy, whether producing unique new 
products or value-for-money variants of 
an existing range to help our customers 
achieve their pricing. We continue to 
invest in this area. Alongside the move 
towards more everyday production we 
are also targeting a reduction in the 
number of stock-keeping units (“SKUs”) 
in the Group which will facilitate more 
efficient manufacturing planning 
and processes. 
Third-party contracts will be serviced 
in order to achieve better utilisation 
of capacity, particularly outside of the 
seasonal periods. 
by Ian Blackburn Chief Executive and 
Clive Beecham Group Managing Director
“  The first listings with several major 
French retailers have been confirmed 
for Christmas 2012 and we are currently 
developing the Easter 2013 range. ” Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 09 www.zetarplc.com
Year in review Corporate governance Financial statements
Our Natural Snacks division is 
a leading UK supplier of dried fruit 
and nuts to a wide range of customers, 
including the main multiple retailers 
along with a number of specialist 
retailers, for both snacking and home 
baking occasions.
We have a growing number of added-value 
lines for both nuts and fruit snacks under 
our own brands, such as Humdinger and 
Fruit Factory, and also under-licence, such 
as Marmite, Reggae Reggae, Branston, 
Guinness, Vimto and Ambrosia.
Our Confectionery division is a 
leading independent UK chocolate 
manufacturer, supplying a wide 
range of “everyday” and seasonal 
products to the main multiple retailers.
We are the UK market leader in children’s 
character products, nut-free and allergen-free 
chocolate, and a major Easter egg and Advent 
calendar supplier.
In addition, we produce high quality boxed chocolates 
under our own Lir brand, and we manufacture 
a range of brands under licence, such as Baileys, 
Guinness, Famous Grouse and Tango.
We are recognised for our creativity in developing 
new products and provide a constant stream of 
innovative product ideas to our customers. 
For Natural Snacks visit: page 12
For Confectionery visit: page 10
Our
Confectionery
division
Our
Natural
Snacks
division Zetar Plc Annual report and accounts 2012 10 www.zetarplc.com
Following the acquisition of Derwent Lynton 
(“DL”) last year, the division closed the DL 
Derby factory in October 2011 and then, 
as planned, transferred and successfully 
integrated its business into the Group’s 
recently extended Horsley, Hick & Flower 
(“HHF”) factory at a cost of £1.0m. 
The overall chocolate sector has had 
a more challenging year with volumes 
declining by 2%
1
 despite an increase in 
promotional activity. Our Confectionery 
division sales were up 2% but, excluding 
DL’s sales, also recorded an underlying fall 
of 2% comprising an increase in everyday 
sales offset by an unprecedented 
disappointing Easter across both the 
Kinnerton Group and Lir. Following 
customers’ caution over the volumes 
of Easter products ordered, our retail 
customers experienced one of their best 
ever sell-throughs of our products and 
frustratingly noted that some of our 
product lines were sold out several days 
before the Easter weekend. Despite this 
disappointing result, there were some 
notable highlights for the division. 
At Christmas 2011, Kinnerton had seven 
out of the top ten character licences in 
Advent calendars, with Hello Kitty and 
Cars most popular with young girls and 
boys. Easter was more challenging as 
referred to above but we still had the top 
three selling character licence Easter eggs 
with Hello Kitty holding top spot. Whilst 
retaining UK leadership in the supply of 
children’s licensed character chocolate 
products (through its Kinnerton brand), 
Operational review: 
Confectionery division
Confectionery
Our range of gifting 
chocolates has 
been extended with 
the addition of Guinness  
branded products
REVENUE
£87.8m 
b2.2%
(2011: £85.9m) 
ADJUSTED OPERATING PROFIT
£5.2m 
a9.2%
(2011: £5.7m) 
In the year ended 30 April 
2012, the Confectionery 
division delivered sales of 
£87.8m, up 2% year-on-year 
(2011: £85.9m) and adjusted 
operating profit was down 9% 
to £5.2m (2011: £5.7m). The 
division’s overall operating 
margin declined to 5.9% 
(2011: 6.7%) ahead of the 
reorganisation programme 
towards the end of the year, 
aimed at restoring operating 
margin to previous levels. 
1 Source: AC Nielsen 52 weeks ended 28 April 2012 Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 11 www.zetarplc.com
Year in review Corporate governance Financial statements
the division has actively pursued its 
strategy to increase sales of everyday 
(all year round) products, by concentrating 
on product development and devoting 
other resources to grow and extend its range 
and distribution of everyday chocolate 
confectionery. Initially this has focussed 
on private label opportunities with the 
launch of more than 50 new products with 
major retailers during the year. 
We have sought to penetrate new routes 
to market for our own everyday impulse 
products and in March 2012 launched our 
first Tango chocolate bar and “demolition 
balls” with encouraging initial sales. 
The Baileys brand, licensed by our Lir 
subsidiary, maintained its status as the UK’s 
no.1 alcohol chocolate brand with retail sales 
value of £13m despite the boxed chocolate 
market declining by 7% but, following a slow 
Easter, it experienced a slowdown in sales. 
Conversely, following the autumn re-launch 
of Lir as a more focussed range of affordable 
luxury chocolates in its new livery, the 
brand grew by 41% year-on-year.
Consistent with our strategic intent, 
everyday products now represent 36% 
(2011: 32%) of the division’s total revenue 
and we are targeting a further significant 
increase in the current year. 
In summary, the Confectionery division 
produced a satisfactory result given that 
it had to deal with the challenge of losing 
approximately £4m of expected sales 
towards the end of the year. Furthermore 
the cost reduction programme, including 
the integration of the DL business within 
HHF, has started to deliver higher gross 
margins for the division and the pipeline 
of new private label and branded business 
enhanced by the one-off Olympic gifting 
sales should enable a resumption of 
underlying sales growth.
The introduction of two “count lines” under the Tango brand 
is of great strategic importance for Kinnerton Confectionery , 
as it represents the first branded food licence signed primarily 
as an “all year round” product.  After launching in June across 
a full spectrum of distribution channels, the initial feedback 
is encouraging. Zetar Plc Annual report and accounts 2012 12 www.zetarplc.com
Operational review:
Natural Snacks division
The 18% reduction in divisional sales, 
as previously reported, has been wholly 
attributable to the exit from a significant 
amount of retailer own-branded snack nut 
business following a period of relentless 
raw material inflation. This took effect at 
the beginning of the year during June 2011. 
At the time, the decision was made on the 
basis that there was no recognisable 
contribution to overheads and that the 
business would invest in more profitable 
branded income. 
We also set ourselves some ambitious 
growth targets for branded product sales 
which were not fully attained, contributing 
to the shortfall in sales and, more importantly 
given their higher gross margins, in operating 
profits. On a positive note, however, although 
lower than internal targets, we still achieved 
an encouraging increase of 10% in sales 
of branded added-value snacks including 
products under Branston, Reggae Reggae, 
Ambrosia, Vimto, Fruit Factory and 
Humdinger brands, the latter two being 
our own proprietary brands which both 
recorded double-digit growth. 
The division’s longer-term strategy is to 
develop a range of premium added-value 
products which can be aligned with an 
appropriate licensed brand, as well as 
our own Humdinger and Fruit Factory 
brands which have both demonstrated 
impressive growth in the period (16% and 
13% respectively). Sales, marketing and 
new product development teams have 
been strengthened to drive this growth 
and, during the year, much progress has 
been made in establishing a strong portfolio 
of owned and licensed brands to take the 
business forward, for example with the 
recent signing of the Guinness and 
Marmite licences. 
During the early months of calendar year 
2012, we re-gained much of the retailer 
own-branded business that was lost on 
snacking nuts and this will boost sales 
from July 2012 on a phased basis. 
The trend of volatility in the raw material 
commodity markets evidenced in recent 
years has continued but, although costs 
are high in relation to long-term historic 
averages, the band of fluctuations has 
narrowed. Many markets (particularly 
nuts) have doubled in cost terms over the 
last five years but it is only over the last 
twelve months that retail prices have 
begun to reflect this impact. 
From a UK consumer market perspective, 
our major markets include home baking, 
dried fruit snacking and savoury snack nuts. 
The home baking category is currently 
valued at £789.5m
1
 and has grown by 11% 
year-on-year – within this, dried fruit is 
valued at £77.8m and has grown in value 
by 13.6%. Dried fruit is dominated by 
private label brands (67%) but Humdinger 
is one of the leading proprietary brands 
taking advantage of resurgence in home 
baking and cooking activities emanating 
from the combined effects of high media 
exposure and the economic downturn. 
Dried fruit snacking is now worth £148m
1
 
but growth has slowed to 2.4% as available 
shelf space becomes constrained. Humdinger 
retains market strength in this category 
through the Fruit Factory and Humzinger 
brands. At retail value, our own Fruit Factory 
range has grown into an £8m brand over 
a three year period. 
In the year ended 30 April 2012, 
sales of the Natural Snacks 
division amounted to £40.4m 
(2011: £49.1m) and adjusted 
operating profit was £1.1m 
(2011: £1.8m). The division’s 
overall operating profit 
margin for the year was 
2.8% (2011: 3.6%). 
Natural Snacks
REVENUE
£40.4m 
a17.7%
(2011: £49.1m) 
ADJUSTED OPERATING PROFIT
£1.1m 
a36.4%
(2011: £1.8m) 
1 Source: IRI 52 weeks ended 14 March 2012
We are continually pushing 
our product innovation and 
it is this approach that sees 
the introduction of further 
branded products to the 
snacking sector. Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 13 www.zetarplc.com
Nut snacking (excluding mixes) is now 
worth £290m
1
 and it is growing by 9.5% 
year-on-year but unit sales (volume) have 
declined by 1.9% as higher retail prices hit 
consumer pockets. Snacking nuts are again 
dominated by private label (which holds a 
72% share) but proprietary branded activity 
has grown sales in the premium flavoured 
sector with honey leading the way at £12.7m 
(+52.8%) and chilli following at £9.4m 
(+21.4%). It is clear in this category that 
consumer loyalty will fall on flavours 
that create a strong brand resonance and, 
with that in mind, Natural Snacks will 
focus resource on its growing licensed 
brand portfolio. 
Good progress has been made over the 
past twelve months in driving sales of both 
owned and licensed brands. Several new 
licences have started strongly including 
household brands like Branston and 
Ambrosia and these have contributed to 
an overall growth in annual sales of licensed 
brands of 25%. Strong growth is anticipated 
in the forthcoming year following the launch 
of Guinness Gourmet Nuts in June 2012 
and the acquisition of the Marmite nuts 
licence from October 2012. 
The Fruit Factory brand continues to deliver 
year-on-year growth ahead of the category 
at +16% and, despite several new competitor 
entries to the category, is established as the 
no.2 brand in kids’ fruit snacking. In the 
savoury snacking category the Humdinger 
brand has delivered good growth at +13% 
as a result of new distribution achieved 
across a range of healthy snacking products. 
We will continue to build on this growth 
over the next year as we look to realise 
added-value opportunities across both 
proprietary and licensed brands. In addition, 
we will seek to extend our reach into private 
label across the retailers where this can be 
achieved with a pricing mechanism that 
provides protection from raw material 
cost volatility. 
IAN BLACKBURN
CHIEF EXECUTIVE 
 
CLIVE BEECHAM
GROUP MANAGING DIRECTOR 
Humdinger provides its retail customers with a stream of 
snacking products which provides them with a private label 
point of difference. Zetar Plc Annual report and accounts 2012 14 www.zetarplc.com
RESULTS FOR THE YEAR
1
 
Total turnover amounted to £128.3m 
(2011: £135.0m), adjusted operating profit 
reduced 16% to £6.3m (2011: £7.5m) and 
adjusted profit before tax was 17% lower 
at £5.5m (2011: £6.7m). EBITDA reached 
£8.9m (2011: £9.8m) representing 6.9% 
of sales (2011: 7.2%).
Net adjusted finance costs in the year 
were level at £0.8m (2011: £0.8m), being 
covered 8.0 times by adjusted operating 
profits (2011: 9.5 times) and 11.2 times 
by adjusted EBITDA (2011: 12.3 times). 
EARNINGS PER SHARE
1
The Group’s adjusted basic and diluted EPS 
on both measures at 33.8p were lower by 
13% and 12% respectively (2011: 38.7p 
and 38.5p). Basic and diluted earnings per 
ordinary share after deducting adjusting 
items were both 15.6p (2011: 35.1p 
and 34.9p). 
DIVIDEND
The proposed dividend for the year of 
3.0p per share represents an increase of 
33% on the inaugural dividend of 2.25p in 
relation to 2011. It is covered 11.2 times 
(2011: 17.1 times) by adjusted diluted 
earnings and will be paid on 2 November 
2012 to all shareholders on the register 
at 5 October 2012. As per 2011, it is 
the Board’s intention to make a single 
dividend payment each year which will 
progress in line with earnings growth. 
TAXATION 
The adjusted tax charge for the year was 
£1.3m (2011: £1.8m) at an effective tax 
rate of 22.6% (2011: 26.3%) on adjusted 
profit before tax, lower than 2011 due to 
an overcharge in the prior year and also 
the enactment in March 2012 of a 2% 
reduction in UK corporation tax rate which 
benefits the deferred tax component of 
the tax charge. The expected effective 
rate for the year to 30 April 2013 is 23.5%. 
The net deferred taxation liability at 
30 April 2012 was £1.4m (2011: £1.6m). 
ADJUSTING ITEMS
Amortisation of intangible assets, which 
now stand at only £0.1m in the balance 
sheet, amounted to a charge of £29,000 
(2011: £170,000). The share-based 
payments charge was £0.2m (2011: £0.3m).
International Financial Reporting Standards 
(“IFRS”) adjustments in respect of market 
value assessment of financial instruments 
amounted to a charge of £0.6m (2011: credit 
of £0.2m), £0.4m of which reflected the 
mark-to-market assessment of the value 
of interest rate swaps taken out by the 
Group in the early part of 2011 in order 
to hedge the finance costs on all of its 
borrowings for the period from 1 May 2012 
to 30 September 2014.
The expenses shown against cost of sales, 
distribution costs and other administrative 
expenses in the adjusting items column of 
the consolidated income statement amount 
to a charge of £1.8m (2011: £0.3m) and 
relate to a number of items including the 
costs associated with the integration 
of Derwent Lynton (“DL”) (acquired in 
April 2011), reorganisation costs incurred 
to reduce the ongoing cost base of the 
business and the pre-trading expenses 
of the recently formed subsidiary, Zetar 
France SAS, which is expected to commence 
trading in the autumn of 2012. Further 
details may be found in note 12. 
DEFERRED CONSIDERATION
Shortly after the year end, £36,000 
of deferred consideration was paid in 
May 2012 to the vendors of DL. No other 
deferred or contingent consideration is 
outstanding. 
EQUITY FUNDING 
At 30 April 2012 there were 13,256,090 
(2011: 13,238,695) ordinary shares in 
issue, of which 693,468 (2011: 472,000) 
were owned by Zetar’s Employee Benefit 
Trust are classified as treasury shares. 
In April 2012, 2.0m founder share options 
lapsed, having not been exercised by the 
end of the exercise period, leaving 293,140 
share options in existence (see note 22 for 
further details).
CASH FLOW 
The Group again demonstrated good 
underlying cash generation from operations 
albeit with some assistance from the lateness 
of Easter 2011 whereby approximately £5m 
was collected from customers in the first 
month of the year under review, May 2011, 
which would normally have been collected 
in the prior year. Non-recurring expenditure 
affecting cash flow amounted to £1.8m in 
relation to adjusting items (see above for 
detail). If one re-stated the figures for these 
two factors, the reported cash flow from 
operations of £10.4m (2011: £3.5m) would 
therefore be in the region of £7.0m on a 
Financial review
by Mark Stott Group Finance Director
1  Adjusted operating profit, profit before tax and diluted 
earnings per share exclude intangible asset 
amortisation, share-based payment charges, the fair 
value movement on financial instruments, the results 
of discontinued operations and one-off/exceptional 
costs such as reorganisation costs, integration costs 
and pre-trading expenses (see note 12).
REVENUE
£128.3m 
a5%
(2011: £135.0m) 
ADJUSTED PROFIT BEFORE TAX
£5.5m 
a17%
(2011: £6.7m) 
ADJUSTED OPERATING PROFIT
£6.3m 
a16%
(2011: £7.5m) 
DIVIDEND PER ORDINARY SHARE
3.0p 
b33%
(2011: 2.25p)  Year in review Corporate governance Financial statements
Zetar Plc Annual report and accounts 2012 15 www.zetarplc.com
Year in review Corporate governance Financial statements
normalised basis. The Group remains 
focussed on improving cash generation 
and reduction of net debt.
Payments of corporation tax during 
the year were £1.6m (2011: £1.4m). 
Capital expenditure during the year 
amounted to £3.2m (2011: £3.8m) 
demonstrating our commitment to 
ensuring we have well-invested, 
flexible manufacturing facilities 
and to accommodate new products. 
BORROWINGS AND FACILITIES
The Group’s total net debt at 30 April 2012 
amounted to £10.8m (2011: £14.9m), 
comprising net bank and other asset finance 
indebtedness. This equated to 1.2 times 
EBITDA and gearing of 23% (2011: 32%).
During the year, the principal facilities were 
provided by HSBC Bank PLC. The HSBC 
rates range between 1.67% and 2.35% 
above base rate or LIBOR. Unamortised 
costs amounting to £0.25m (2011: £0.35m) 
at 30 April 2012 associated with raising 
these facilities are being written off over 
their remaining life.
The Group has set up an interest rate 
swap covering the entirety of the Group’s 
projected borrowings from May 2012 until 
September 2014 starting at a blended rate 
of approximately 1.5% over base rate, 
increasing to 1.7% in May 2013 and 2.0% 
in May 2014. 
The following table shows the Group’s total 
facilities and utilisation at 30 April 2012. 
TREASURY POLICIES
The Group operates a centralised treasury 
function, which controls cash management 
and borrowings and the Group’s financial 
risks. The main treasury risks faced by 
the Group are liquidity, interest rates and 
foreign currency. The Group uses financial 
instruments to manage its foreign currency 
and interest rate risks. Transactions of 
a speculative nature are prohibited. 
REVIEW OF ASSETS AND GOODWILL 
The Board has reviewed the value of 
its assets and goodwill at 30 April 2012 
in accordance with the assumptions 
and procedures set out in the financial 
statements; it concluded that there is 
no impairment of goodwill and assets 
at that date (see note 13). 
NET ASSETS
The Group’s balance sheet has net assets 
of £47.0m (2011: £46.3m) representing 
net assets per share of £3.55 (2011: £3.50). 
MARK STOTT
GROUP FINANCE DIRECTOR
TOTAL FACILITIES AND UTILISATION
 
Facility 
Maturity/
repayment 
date
Committed
facility
£m
Drawn
at 30 April
2012 
1
£m
Invoice financing September 2014 24.0 9.8
Revolving credit September 2014 see below
2
—
Amortising term loans
May 2012 to 
September 2014 4.9 4.9
Asset finance loans/HP 1.5 0.4
Total 30.4 15.1
1 The amounts drawn exclude cash balances.
2  In addition to the facilities declared in the above table, the Group has a revolving credit facility, which fluctuates 
on a monthly basis in accordance with the seasonal working capital requirements of the Group from the minimum 
in April (£4.5m) to the maximum between July and October (£13.0m) of each year; it is committed to September 2014 
in line with the other facilities.
  None of this facility was drawn down at the year end.
“  The Group again demonstrated 
good underlying cash generation 
from operations. Net debt equated 
to just 1.2 times EBITDA and gearing 
of 23%.” Zetar Plc Annual report and accounts 2012 16 www.zetarplc.com
Board of Directors
DAVID WILLIAMS 
NON-EXECUTIVE CHAIRMAN 
David has been Chairman since Zetar was 
listed in January 2005. David is Chairman 
of the Remuneration and Nomination 
Committees and also a member of the 
Audit Committee. He has extensive 
experience in the investment industry 
and has served as both executive and 
non-executive chairman of a number 
of public and private companies. He has 
built a reputation for creating significant 
shareholder value through organic 
growth and acquisitions, as well as 
leading turnaround situations. David 
is a non-executive director of Breedon 
Aggregates Limited.
IAN BLACKBURN 
CHIEF EXECUTIVE 
Ian has been Chief Executive since Zetar 
was listed in January 2005. He is a 
Chartered Accountant who previously 
worked for KPMG and was chief executive 
and, before that, finance director of 
Perkins Foods between 1988 and 2003.
CLIVE BEECHAM 
GROUP MANAGING DIRECTOR 
Clive joined the Board in April 2005 when 
Zetar made its inaugural acquisition of 
Kinnerton Confectionery, a business which 
Clive had co-founded in 1978. He has been 
Group Managing Director since July 2006 
and has responsibility for Zetar’s commercial 
initiatives at Board level.
MARK STOTT 
GROUP FINANCE DIRECTOR 
Mark joined the business and the Board as 
Group Finance Director of Zetar in March 
2010. Previously he was group finance 
director of Noble Foods Limited and has 
also worked for Dairy Crest plc, Whitbread 
Beer Company and KPMG, where he qualified 
as a Chartered Accountant.
MARION SEARS
INDEPENDENT NON-EXECUTIVE DIRECTOR
Marion joined the Board in July 2006 as 
the senior independent Non-executive 
Director and member of the Remuneration, 
Audit and Nomination Committees. Marion 
worked in the pharmaceutical industry and 
had a successful career in corporate finance, 
with particular experience of the healthcare 
and retail industries. She is non-executive 
director of Dunelm Group plc and also of 
Octopus AIM VCT Plc which, along with 
other Octopus Investments’ funds, is an 
investor in Zetar Plc.
ROGER MATTHEWS
INDEPENDENT NON-EXECUTIVE DIRECTOR
Roger joined the Board in October 2009 
as an independent Non-executive Director. 
He is Chairman of the Audit Committee 
and a member of the Remuneration 
Committee. Roger has extensive board 
experience within listed companies and 
is currently non-executive chairman of 
MITIE Group PLC, LSL Property Services 
plc and Pertemps Network Group Limited, 
in addition to being Trustee and audit 
committee chairman of Cancer Research 
UK. Previously he was group finance 
director of J Sainsbury plc and managing 
director and finance director of Compass 
Group plc.  Zetar Plc Annual report and accounts 2012 17 www.zetarplc.com
Year in review Corporate governance Financial statements
Company advisers
COMPANY SECRETARY
SUSAN FADIL
TMF Corporate Secretarial Services Ltd 
6 St Andrew Street  
London EC4A 3AE 
NOMINATED ADVISER AND BROKER 
LIBERUM CAPITAL LIMITED
Ropemaker Place 
Level 12  
25 Ropemaker Street  
London EC2Y 9LY
FINANCIAL PR 
FTI CONSULTING
Holborn Gate 
26 Southampton Buildings 
London WC2A 1PB 
AUDITOR 
GRANT THORNTON UK LLP
Grant Thornton House 
Melton Street 
Euston Square 
London NW1 2EP 
SOLICITORS 
DLA PIPER UK LLP
3 Noble Street 
London EC2V 7EE  
BANK 
HSBC BANK PLC
West End Corporate Banking Centre 
70 Pall Mall  
London SW1 5EZ Zetar Plc Annual report and accounts 2012 18 www.zetarplc.com
Corporate 
governance
COMPLIANCE
This report sets out Zetar’s approach to ensuring that governance structures are in place to ensure compliance with the principles 
contained in the Quoted Companies Alliance’s “Corporate Governance Guidelines for Smaller Quoted Companies” (the “QCA Code”) 
and also the principles of the UK Corporate Governance Code, although not obligatory for AIM-listed companies, taking into account 
the Group’s size and structure. Zetar Plc is a member of the QCA. 
THE BOARD – ITS ROLE AND COMPOSITION
The Board is responsible to its shareholders for the effective leadership of the Group. Throughout the year the Board comprised the 
Chairman, three Executive Directors and two independent Non-executive Directors. Biographies of each Director can be found on 
page 16.
The Board considers that its current members provide an adequate balance of operational and financial experience to grow, control 
and safeguard its business. All Directors have access to the advice and services of the Company Secretary, who is also responsible 
for ensuring that Board procedures are followed. There is also a procedure in place for any Director to take independent 
professional advice, if necessary, at the Company’s expense.
The Chairman’s role is clearly defined and separate from the Chief Executive. The Chairman is responsible for setting the Board 
agenda and ensuring the Board’s effectiveness. The Chief Executive is responsible for day-to-day management of the Group and for 
implementation of strategy. The Non-executives, who are both independent, are encouraged to challenge the strategic development 
of the Group.
In accordance with the Articles of Association of the Company, one-third of all Directors are subject to annual re-appointment by 
shareholders. The Board is monitoring developments in response to the UK Corporate Governance Code’s requirement for directors 
of FTSE-350 companies to seek annual re-election. 
BOARD PROCESS
The Board met on twelve occasions during the year, including one meeting at a Confectionery division site and one meeting at a 
Natural Snacks division site, at which the local management team were required to present to the Board. The table below shows 
the attendance of individual Directors at the meetings:
Number of Board meetings 12
David Williams 12
Marion Sears 12
Roger Matthews 12
Ian Blackburn 12
Clive Beecham 11
Mark Stott 12
The Board has a formal schedule of matters reserved to it for decision, including Group strategy, risk review, acquisition policy, the 
approval of major capital expenditure and approval of annual budgets. The Board also approves the interim and full year accounts 
and also all trading updates and announcements. The requirement for Board approval and the delegation of other Board authority 
is communicated throughout the Group.
An annual timetable is agreed in advance each year to ensure that all governance matters and business topics are scheduled into 
Board meetings. To ensure good quality debate at the meetings, Board papers are circulated beforehand, thereby allowing the 
Directors time to consider and then challenge/debate recommendations put before them. 
BOARD PERFORMANCE EVALUATION
The Board is committed to ensuring it is effective and that it allocates its time appropriately between strategy, performance and 
governance. Therefore, on an annual basis, the Board evaluates its performance. This process commences with a self-assessment 
questionnaire, the results of which are then summarised by a Non-executive Director in order to facilitate a meaningful discussion, 
led by the Chairman, at a subsequent Board meeting. Any actions arising are followed-up to ensure that areas for improvements 
are addressed. 
INTERNAL CONTROL AND RISK MANAGEMENT
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investment and the Group’s 
assets, as well as reviewing its effectiveness. The system of internal control is designed to manage rather than eliminate the risk of 
failure to achieve business objectives and can only provide reasonable and not absolute assurance against material loss and misstatement. 
  Zetar Plc Annual report and accounts 2012 19 www.zetarplc.com
Year in review Corporate governance Financial statements
INTERNAL CONTROL AND RISK MANAGEMENT continued
The key control procedures operating within the Group include, but are not limited to: 
1.  a comprehensive system of financial budgeting, forecasting and then reporting and reviewing actual monthly results for the 
current year against these expectations and against the results of prior years; 
2. a system of operational and financial Key Performance Indicators (“KPIs”), which are reviewed on a weekly and monthly basis; 
3. procedures for appraisal, review and authorisation of capital expenditure;
4. properly authorised treasury procedures and banking arrangements;
5. regular review of materials and services supply agreements; and
6. regular review of tax, insurance and health and safety matters. 
The principal financial KPIs monitored by the Board relate to revenue, operating margins, EPS and cash flow. Operational KPIs monitored 
by the Board include health and safety statistics and customer complaints. Within Group operating subsidiaries, production KPIs 
appropriate to each manufacturing facility are reviewed by local senior management on a weekly and monthly basis.
At this stage in the Group’s development, the Board does not consider it appropriate to establish an internal audit function.
The Board considers that risk management is an integral part of good business process and, on a bi-annual basis, reviews the 
industry, operational and financial risks facing the Group and considers the adequacy of the controls and mitigants to manage 
the risks. An overview of the principal risks faced by the Group is set out on pages 21 to 22, incorporated into the Directors’ Report. 
BOARD COMMITTEES 
The Audit, Remuneration and Nominations Committees comprise the Non-executive Directors, David Williams, Marion Sears 
and Roger Matthews. In line with best practice, Ian Blackburn has resigned as a member of the Nominations Committee.
The Audit Committee is chaired by Roger Matthews and meets at least twice a year with the Company’s external auditor, once following 
a review of the interim results, and on completion of the annual audit process, but prior to the Board approving the financial statements 
of the Group. It also considers the Group’s financial and accounting policies, and will review reports presented by the external auditor 
and consider any other matters raised by them. The Audit Committee will invite the Executive Directors to attend as necessary to 
conduct its business. 
The Remuneration Committee is chaired by David Williams and implements the policy for the remuneration of the Executive Directors 
and determines their terms and conditions including annual remuneration and incentive awards. The remuneration of the Non-executive 
Directors is decided by the full Board except that no Director is involved in discussions regarding his/her own remuneration. 
The Remuneration Report on pages 23 to 26 sets out the policy and its current application in respect of Directors’ remuneration. 
The Nominations Committee is chaired by David Williams and its purpose is to lead the process for Board appointments and to make 
recommendations to the Board to achieve the optimal composition of the Board having regard to its size, individuals having the 
appropriate experience and attributes, and the need to maintain the highest standard of corporate governance. Board appointments 
are whole-Board matters and must be unanimous decisions. 
CORPORATE SOCIAL RESPONSIBILITY
The Board is committed to ensuring that our commercial strategy includes us acting responsibly in terms of its impact on our workforce, 
the environment and the marketplace. The Board reviews health and safety matters on a monthly basis (see Directors’ Report, page 22). 
Each division has its own environmental policy and we are in the process of developing a uniform system of performance indicators 
across the Group. Our supplier quality assurance systems require that suppliers meet our strict food safety and quality standards 
and that they have, or are, working towards achieving internationally recognised certification such as the BRC global standard for 
food. We are developing a Supplier Ethical Trading programme based around the internationally recognised Supplier Ethical Data 
Exchange (“SEDEX”). This will extend across the supply base the ethical trading audit programme that we already have in place 
with our Far East suppliers. 
RELATIONSHIPS WITH SHAREHOLDERS
It is important to the Board to preserve good relationships with shareholders and, therefore, the Directors ensure that appropriate 
lines of two-way communication are in place. In addition to the AGM which is open to all shareholders, presentations at the half-year 
and full-year are offered to institutional shareholders. At these presentations, shareholders are reminded that the Chairman operates 
an “open door” policy if they wish to raise any matters with him. Supplementary information on trading and other corporate matters 
is provided via stock exchange announcements.
The Company’s nominated adviser and PR advisers gather feedback from the shareholder and analyst meetings and present the 
results to the Board for evaluation.
The Group’s website, www.zetarplc.com, contains information on the Group’s financial results, corporate governance and announcements 
which are updated immediately after publication.  Zetar Plc Annual report and accounts 2012 20 www.zetarplc.com
Directors’ 
report
The Directors present their report and the financial statements for the year ended 30 April 2012. This report should be read in 
conjunction with the Chief Executive’s, Operational and Financial Reviews on pages 6 to 15. 
INTRODUCTION 
Zetar Plc was incorporated on 8 December 2004 and admitted to trading on AIM on 6 January 2005. It was established for the 
purpose of acquiring, or making investments in, companies or businesses engaged primarily in the confectionery and snack foods 
or related markets and growing them organically. 
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW 
Zetar’s strategy is to develop and grow a snack foods and confectionery group, with a reputation for quality and product innovation, 
which we will achieve by providing premium private label and premium branded products to our customers. We will seek to extend 
our operations to Continental Europe over time. 
The Group has two operating divisions: 
CONFECTIONERY DIVISION
Manufacturer of seasonal and everyday (all year round) niche and novelty chocolate products, sold under own brands, private label 
and under licence, or to other chocolate manufacturers within the UK, and export markets. 
NATURAL SNACKS DIVISION
Manufacturer and processor of a core range of dried fruits and nuts and fruit and nut snacks, primarily within the UK.
A detailed review of the Group’s activities and performance for the year is provided in the Chief Executive’s Review, Operational Review 
and Financial Review on pages 6 to 15. 
RESULTS AND DIVIDENDS
Detailed results for the year are provided in the consolidated income statement on page 29.
The Group has reported profit before one-off items, amortisation of intangible assets, share-based payment charges, non-cash 
finance costs and tax, excluding discontinued activities (“adjusted profit before tax”) for the year ended 30 April 2012 of £5.5m 
(2011: £6.7m) and an adjusted profit after tax in respect of continuing operations of £4.3m (2011: £4.9m). The Group’s net result 
for the period was £2.0m (2011: £4.5m).
The Directors propose to pay a dividend for the year of 3.0p per share to all shareholders on the register at 5 October 2012. 
DIRECTORS
The Directors of the Company during the year are shown in the Remuneration Report on pages 23 to 26, together with details 
of the Directors’ interests in the shares of the Company and details of any related party transactions relevant to the Directors.
At the forthcoming Annual General Meeting (“AGM”), a resolution will be proposed for the re-election of Marion Sears and Ian Blackburn 
who are due to retire by rotation in accordance with the Company’s Articles of Association. David Williams has informed the Board 
of his intention to retire at the forthcoming AGM on 1 October 2012. A successor is being sought by the Nominations Committee 
and it is hoped that his replacement will be announced before the AGM.
The Company provides insurance cover for its Directors and officers in respect of certain losses or liabilities to which they may be 
exposed due to their office. 
SHARE CAPITAL 
Details of shares allotted by the Company during the year are set out in note 22 to the financial statements. 
SUBSTANTIAL SHAREHOLDINGS 
In addition to the Directors’ holdings set out in the Remuneration Report on pages 23 to 26, the Company has been notified 
of the following interests of 3% or more in its issued ordinary share capital as at 18 July 2012: 
10p ordinary
shares
% of shares
in issue
Close Asset Management 1,424,079 10.7
Ennismore Fund Management 1,101,165 8.3
Lincoln Vale 1,081,285 8.2
Universities Superannuation Scheme 834,500 6.3
Foreign & Colonial Asset Management 796,766 6.0
Zetar Plc EBT Trustees 693,468 5.2
Unicorn Asset Management 536,600 4.0
Octopus Investments 469,238 3.5
Farringdon Capital Management 439,893 3.3
An updated list of substantial shareholders, as at the date of the AGM Notice, is included on page 61 of this annual report.  Zetar Plc Annual report and accounts 2012 21 www.zetarplc.com
Year in review Corporate governance Financial statements
SHARE OPTIONS/WARRANTS 
Details of share options and warrants to acquire ordinary shares in the Company are set out in note 22 to the financial statements. 
At 30 April 2012 a total of 293,140 options (2011: 2,313,170) over ordinary shares have been granted and remain outstanding. 
In addition, at 30 April 2012 there are outstanding conditional share awards in respect of a maximum of 1,226,860 shares 
(2011: 1,048,072) under the Company’s Long Term Incentive Plan (“LTIP”).
Details relating to the Directors’ share options are set out in the Remuneration Report on pages 23 to 26. The Company has adopted 
a model code for Directors’ dealings in securities of the Company which is appropriate to a company quoted on AIM. The Directors 
will comply with Rule 21 of the AIM rules relating to Directors’ dealings and take all reasonable steps to ensure compliance by the 
Group’s senior management. 
PRINCIPAL RISKS AND UNCERTAINTIES
In the course of its normal business the Group is exposed to a range of risks and uncertainties which could impact on the results of 
the Group. The Directors have identified the following principal risks and uncertainties that could have the most significant impact 
on the Group’s long-term value generation. 
THE ECONOMY
Adverse economic conditions may have an impact on sales or sales mix and hence profitability. Our product range is affordable 
to most socio-economic groups. The Group’s operational capability enables us to adapt quickly to changing consumer trends. 
FOOD QUALITY AND SAFETY
A major incident resulting from a food quality or health and safety failure, including for example in respect of one of our nut-controlled 
facilities, could pose a risk to consumers and therefore have reputational and financial implications for the Group.
The Group’s stringent approach to food quality and safety is controlled via the quality assurance procedures operated at each site. 
Internal systems are reviewed continuously and potential for improvement monitored. Where appropriate, additional investment is 
made in the installation of detection equipment on production lines to optimise ingredient screening effectiveness. The Group’s factories 
are subject to regular internal and independent food safety and quality control audits, including those carried out by, and/or for, 
major customers. The Group maintains product recall insurance cover to mitigate the potential impact of such an event. 
CUSTOMERS AND CONSUMERS
The Group operates in a highly competitive market sector and its ability to compete effectively requires an ongoing commitment 
to marketing, product development, innovation, product quality and ability to offer value for money.
A significant proportion of the Group’s sales is generated from a small number of customers and hence there is a risk from loss of 
a key customer of a significant piece of business. Significant resources are devoted to forging strong relationships with customers. 
The business prides itself on working closely with customers to provide a broad portfolio of products which are enjoyed by consumers. 
The Group recognises the potential risk from changing trends in consumer preferences and an increasingly health conscious public.
The business also has some reliance on the success of brand and character licences. The business maintains a broad portfolio of 
licences in order to avoid reliance on just a few and has well-developed relationships, built up over many years, with the major 
licence providers.
Both Christmas and Easter are valuable trading seasons for the Confectionery business. The success of these seasons is a function 
of a number of factors including some beyond our control, for example weather and general economic conditions. Whilst seasonal 
business will always be important, we are focussed on growing the proportion of “everyday” sales.
RAW MATERIALS
The Group believes that the quality of its raw materials is critical to the quality of its product. The Group recognises the need to 
protect the environment which, together with increasing consumer focus on organic and Fair Trade products, promotes the purchase 
of increasing proportions of raw materials that meet these criteria. The availability and resultant price levels of ingredients meeting 
these needs may adversely affect the margins available to the Group, subject to the ability to pass through corresponding price 
increases to customers.
Movement in the commodity prices of raw materials and, in the case of imported raw materials and other goods, the value of Sterling 
against other currencies (in particular the US Dollar) may have a corresponding impact on finished product cost. Failure to manage 
the Group’s exposure to price increase may adversely affect the Group’s financial performance. The Group minimises its exposure 
to adverse raw material price changes by entering into forward purchases to cover known customer requirements typically for 
between six and nine months. 
CURRENCY
Changes in the value of Sterling against other currencies, particularly the US Dollar, may have an impact on the cost of imported 
raw materials and other goods.
The Group has an Irish subsidiary with a significant proportion of its sales to the UK. Changes in the value of Sterling against 
the Euro will therefore have both transactional and translational implications.
The Group minimises its exposure to adverse changes in foreign exchange rates by entering into forward contracts to fix rates 
for known currency requirements typically for between six and nine months ahead.  Zetar Plc Annual report and accounts 2012 22 www.zetarplc.com
Directors’ 
report continued
PRINCIPAL RISKS AND UNCERTAINTIES continued
PEOPLE
The Group recognises that its employees are critical to the successful delivery of service to customers. The failure to retain people 
of high quality would have an adverse effect on Group performance. The Group has high expectations of all staff and in return 
strives to provide an environment that is both challenging and rewarding. 
FINANCIAL AND CREDIT RISK MANAGEMENT 
This is described in note 31 to the financial statements.
The Group requires adequate banking facilities to fund working capital and investment. In the turbulent financial markets of recent 
times, this has become a bigger risk than previously. The business is mindful of the need to plan in advance when existing facilities 
are due to mature and is also focussed on compliance with covenants. The current bank facilities are due to mature in September 2014. 
As noted within the Financial Review on page 15, the Group has taken out interest rate swaps to mitigate uncertainty arising from 
the impact of interest rate volatility on its financing costs. 
SUPPLIER PAYMENT POLICY 
The Company operates only as a holding company and head office for the operating businesses; accordingly it has minimal trade 
creditors at 30 April 2012 of £49,000 (2011: £33,000) typically relating to ad hoc administration costs and professional fees, 
which are settled in accordance with specific terms agreed with the suppliers of these services. The Group’s policy is to comply 
with the terms of payment agreed with suppliers when terms of business are established. The average credit period taken by 
the Group on trade payables was 54 days (2011: 48 days). 
EMPLOYEES 
The Group operates a policy of devolved management for its two operating divisions. The Group believes in close consultation 
between employees and keeps all employees informed of matters affecting them. Regular meetings are held throughout the Group 
between employees and senior management to encourage the development of new ideas and to enable an open exchange of views 
when decisions are made which affect employees’ interests. 
The Group gives equal opportunity to the employment of disabled persons where practicable. Every endeavour is made to ensure 
that disabled employees, and those who become disabled whilst in the Group’s employment, benefit from training and career 
development programmes in common with all employees. 
HEALTH & SAFETY
Each site has a Health & Safety (“H&S”) Policy. H&S reports are gathered on a monthly basis and submitted to the Board for review. 
On a bi-annual basis, the Board receives a presentation on H&S from divisional management. Clive Beecham is the Director responsible 
for H&S at Board level. 
DONATIONS 
Charitable contributions of £13,000 were made in the year (2011: £13,000). No donations were made to any political organisation 
(2011: £nil). 
GOING CONCERN 
The Directors consider that it is appropriate to adopt the going concern basis in preparing these accounts. This decision has been 
reached after reviewing the performance of the business, the principal risks and uncertainties, the annual budget and business plan 
providing projections to FY2015, and the available bank facilities which are in place until September 2014. There were no breaches 
of bank covenants when tested at the end of April 2012 and projections do not indicate any breaches for the duration of the current 
bank facilities. Therefore the Directors have a reasonable expectation that the Group and the Company have adequate financial 
resources to continue in operational existence for the foreseeable future. 
AUDITOR
The Directors confirm that the auditor, Grant Thornton UK LLP, has expressed willingness to continue in office and in accordance with 
section 489(4) of the Companies Act 2006 a resolution to re-appoint Grant Thornton UK LLP will be proposed at the forthcoming AGM. 
ANNUAL GENERAL MEETING 
The AGM will be held at the offices of FTI, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB on 1 October 2012. 
Notice of the AGM and explanatory notes regarding the business to be transacted are set out on pages 58 to 60 accompanying this 
annual report. 
On behalf of the Board 
IAN BLACKBURN ZETAR PLC
CHIEF EXECUTIVE REGISTRATION NUMBER 
18 JULY 2012
 05308258  Zetar Plc Annual report and accounts 2012 23 www.zetarplc.com
Year in review Corporate governance Financial statements
Remuneration  
report
REMUNERATION COMMITTEE 
The Remuneration Committee (“the Committee”) comprises the Non-executive Directors David Williams (Chair), Marion Sears and 
Roger Matthews. 
REMUNERATION POLICY
The Committee’s policy is to provide an executive remuneration structure that will attract, motivate and retain the high quality 
individuals who are essential for the successful development of the business over the long term. Executive remuneration aims 
to ensure that the Executive Directors are fairly rewarded for their performance and are incentivised to enhance value for 
shareholders on a continuing basis. 
The remuneration structure in place during the year ended 30 April 2012 for Executive Directors comprised four elements which 
are explained in more detail below:
1. Basic salary
2. Annual bonus
3. Long Term Incentive Plan (“LTIP”)
4. Founder options 
The Committee undertakes the determination of the Executive Directors’ annual remuneration packages and the performance 
measurement for the purposes of the annual bonus and LTIP. Non-executive Directors’ remuneration is determined by the Board 
as a whole. The Non-executive Directors do not participate in bonuses or any incentive plan. 
REMUNERATION POLICY LINK TO STRATEGY
Zetar’s strategy is to develop and grow a snack foods and confectionery group which over time can be extended into Continental 
Europe. Across our product range, our focus is on increasing the ”everyday” product range and developing our brand values so as 
to increase the sustainable sales base. At the same time we continue to work hard on improving operational efficiencies in order 
to achieve steady profitable growth and great value for our customers and consumers.
In order to align remuneration with strategy, basic salaries are set at, or below, the median level ascertained from employment market 
surveys and performance is rewarded through variable pay in the form of the annual cash bonus and three year LTIP. Each executive 
director has annual objectives which are agreed with the Remuneration Committee and which form part of the strategic plan for 
the year, including the achievement of budget. The bonus payments are calculated according to performance against budgeted profit 
before tax. The LTIP scheme is designed to reward executives for increases in EPS over a three year period at an above-market rate. 
This has been selected because EPS is believed to be a key driver of share price which, in turn, reflects the success of strategy. 
BASIC SALARY 
Prior to the beginning of each financial year the Committee sets the gross salaries of Executive Directors. The Committee takes into 
account the pay awards throughout the Group and the levels of salaries of Directors in similar-sized public companies. It also reviews 
published research and surveys. The Executive determines the allocation of his/her gross salary between basic salary, pension contribution, 
car allowance and private health cover. Executives are also entitled to participate in Group-sponsored life assurance arrangements. 
The Executive Directors did not receive an increase in basic salary at the beginning of the year as we have deferred a decision on 
salary reviews for all Group employees until we have visibility on the full year out-turn. 
During the year, Clive Beecham indicated his wish to work 3.25 days per week and accordingly waived salary amounting 
to £46,000. Since the year end Clive Beecham’s basic salary has formally been reduced pro-rata to £120,000 per annum. 
ANNUAL BONUS
This is performance related and represents a short-term incentive measured against budgeted profit before tax. However, the Committee 
will also take into account Directors’ performance against personal objectives set for the year. It is a cash bonus that is paid annually 
after the year-end results are audited. 
The performance targets for the year to 30 April 2012 were not achieved. Accordingly, no bonuses were awarded in respect of the 
year (2011: £55,000).  Zetar Plc Annual report and accounts 2012 24 www.zetarplc.com
Remuneration  
report continued
LTIP 
This is a performance related long-term incentive to achieve consistent above-sector EPS growth. It is an annual three year plan, 
overseen by the Remuneration Committee and administered via the Employee Benefit Trust, which grants conditional awards of 
free shares to Group Executives at the start of the plan period. The awards vest according to the performance of adjusted diluted 
EPS over the three year period, subject to Return on Invested Capital exceeding Weighted Average Cost of Capital. In May 2011, 
the annual awards made for the 2011 LTIP scheme represented up to 100% of annual basic salary. These will vest in July 2014 
subject to the performance condition which is compound annual growth in EPS over three years of between 2.5% and 10.0%. 
In July 2011, 5.3% of the conditional LTIP award made in May 2008 vested according to the performance conditions. Under the 
formula 3,049 shares vested to Ian Blackburn and 2,564 shares vested to Clive Beecham. The share price at the date of vesting 
was 225p. Full details of the Executive Directors’ interests in the LTIP and performance targets are provided on page 26. 
Since the year end, conditional shares were awarded to Ian Blackburn (187,500 ordinary shares), Clive Beecham (66,666) and Mark Stott 
(83,333) in respect of the 2012 LTIP award. This will vest in 2015 according to the performance conditions which have been increased 
to compound annual growth in EPS over three years of between 4% and 10% as described below.
At 30 April 2012 the trustees of the Zetar Plc Employee Benefit Trust had an interest in 693,468 (2011: 472,000) ordinary shares 
with which to satisfy potential LTIP obligations. 
FOUNDER OPTIONS
Various share option schemes (“EBT”, “A warrants” and “B warrants”) were granted in 2005 as a potential reward mechanism to the 
founding shareholders including two of the Executive Directors, Ian Blackburn (1,303,791 ordinary share options) and Clive Beecham 
(161,819 options). These founder options have not been exercised and therefore lapsed during April 2012. 
CHANGES TO REMUNERATION POLICY DURING THE YEAR
During the year the Remuneration Committee consulted with major shareholders about the expiry of the founder options described 
above. Following the consultation, and after the expiry of the options in April 2012, some changes were made to the remuneration 
policy in order to incentivise and focus management on delivering the growth we seek in the medium term. These take effect in 2012/13 
and affect only the variable pay. Basic salaries have not increased. 
While neither the structure of the bonus or LTIP has changed, the maximum opportunity as a percentage of salary has increased. 
The performance thresholds have also increased and the performance pay has been tailored to the expectations of the individual 
directors. This will be reviewed annually but the effect in 2012/13 is to provide management with a strong incentive to focus on 
current year new product listings combined with stringent quality and cost disciplines. 
Basic salaries have been maintained at the same level since 2009, and in the current year the salary review has been postponed 
until after the half-year in line with other Group employees. 
For the current year only, Ian Blackburn’s maximum bonus opportunity has been raised to 200% of basic salary, compared with 
100% last year. The maximum bonus opportunity for Clive Beecham and Mark Stott has increased to 100% from 60%. The performance 
condition, which is budget PBT for 2013, has been maintained at levels in line with market expectations despite the lower than 
expected profits arising in the latter part of 2012. Achievement of budget will result in half of the maximum bonus being paid, 
subject to satisfactory achievement of personal objectives. The maximum bonus demands performance significantly ahead of budget. 
Therefore the improvement required of management has increased and the team is strongly motivated to meet and exceed the 
budget for the year ending April 2013. 
Ian Blackburn’s LTIP opportunity has increased to 150% of basic salary from 100% last year. Mark Stott’s maximum LTIP opportunity 
has increased to 100% from 60% and Clive Beecham’s has remained at 100%. In all cases the minimum performance condition has 
been raised to compound annual growth in EPS of 4%. The maximum threshold remains at 10% which the Remuneration Committee 
regards as demanding in the current environment. 
SERVICE CONTRACTS
It is the Company’s policy that the service contracts for Executive Directors have no fixed term and that the notice period for termination 
is not greater than twelve months. Payments on termination are restricted to a maximum of the value of salary for the notice period. 
The Chairman has a letter of appointment for an initial period of one year with a provision for termination of twelve months’ notice 
from either party. The other Non-executive Directors have a letter of appointment for an initial period of three years with a provision 
for termination of one month’s notice from either party.  Zetar Plc Annual report and accounts 2012 25 www.zetarplc.com
Year in review Corporate governance Financial statements
PERFORMANCE GRAPH
The graph below shows the Company’s performance since flotation, measured by total shareholder return (“TSR”) with dividends 
re-invested, compared with that for the FTSE All-Share index and for the FTSE AIM All-Share index. 
DIRECTORS’ REMUNERATION 
Details of individual Directors’ remuneration for the years ended 30 April 2012 and 2011 were as follows: 
Salary
£’000
Taxable
benefits
£’000
Bonuses
£’000
Pension
contributions
£’000
2012
Total
£’000
2011
Total
£’000
Executive
I.M. Blackburn
2,3
225 — — — 225 257
C.H. Beecham
1,2,3
139 — — — 139 195
M.D. Stott
2
132 — — 20 152 172
Non-executive
D.J. Williams 40 — — — 40 40
M.J. Sears 30 — — — 30 30
R. Matthews 30 — — — 30 30
Total 596 — — 20 616 724
NOTES
1 The Kinnerton Pension Fund, of which Clive Beecham is a beneficiary, was paid £97,258 (2011: £97,258) rent for land and buildings used by the Kinnerton Group. 
2  The share-based payment charge in the consolidated income statement on page 29 relates to charges in respect of outstanding LTIP commitments, derived from cumulative 
estimates of the likely cost of conditional awards under the 2009, 2010 and 2011 LTIPs in respect of Ian Blackburn £76,274 (2011: £126,014), Clive Beecham £61,056 
(2011: £105,344) and Mark Stott £33,003 (2011: £5,072).
3  In relation to the 2008 LTIP scheme which vested during the year, 3,049 shares (2011: nil) vested to Ian Blackburn and 2,564 shares (2011: nil) vested to Clive Beecham 
in July 2011, and transferred on 27 October 2011 when the share price was 225p with a taxable value of £6,860 and £5,769 respectively. 
January
2005
January
2006
January
2007
January
2008
July
2005
July
2006
July
2007
July
2010
July
2012
January
2012
July
2011
January
2011
July
2009
January
2010
July
2008
January
2009
Zetar Plc TSR (rebased) FTSE All-Share TSR (rebased) AIM All-Share TSR (rebased)
100
0
200
300
400
500
600
Pence Zetar Plc Annual report and accounts 2012 26 www.zetarplc.com
Remuneration  
report continued
DIRECTORS’ INTERESTS
The Directors had the following interests in the shares of the Company:
30 April 2012
10p ordinary
shares
30 April 2011
10p ordinary
shares
30 April 2012
shares in
% issue
Executive
I.M. Blackburn
1
497,984 474,935 3.8
C.H. Beecham
2
1,522,461 1,519,897 11.5
M.D. Stott 23,000 15,000 0.2
Non-executive
D.J. Williams 267,734 267,734 2.0
M.J. Sears 19,050 19,050 0.1
R. Matthews
3
25,000 25,000 0.2
NOTES
1  At 30 April 2012, 126,041 of Ian Blackburn’s interests in ordinary shares are owned by his wife, J Blackburn, and 170,594 by the Ian Blackburn SIPP. Post the year end the 
Ian Blackburn SIPP purchased a further 10,250 ordinary shares.
2  At 30 April 2012, 302,316, 49,024 and 778,071 of Clive Beecham’s interests in ordinary shares are held by The Clive Beecham Kinnerton Trust, The Robert Beecham Kinnerton 
Trust and The Kinnerton Pension Scheme respectively, all of which Clive Beecham is a trustee and/or beneficiary.
3  At 30 April 2012, 25,000 of Roger Matthews’ interests in ordinary shares are owned by his wife, H Matthews. 
SHARE OPTIONS AND LTIPs
Directors’ beneficial interests in share options at the beginning and the end of the year were as follows:
Share options Scheme
30 April
2012
30 April
2011
Exercise
price
Date of
grant
Exercisable
from
Exercisable
until
I.M. Blackburn EMI 49,999 49,999 £2.00 18.03.05 18.03.08 18.03.15
EBT* — 1,303,791 £2.00 18.04.05 18.04.05 13.04.12
C.H. Beecham EMI 49,999 49,999 £2.00 20.05.05 20.05.08 20.05.15
EBT* — 161,819 £2.00 18.04.05 18.04.05 13.04.12
NOTES
* The EBT options lapsed at the end of the exercise period on 13 April 2012. 
LTIPs Plan
Shares
awarded
Three
year
period
ending
Minimum
compound
annual EPS
growth %
Minimum
compound
annual EPS
growth %
I.M. Blackburn
2
2009
1
226,804 30.04.12 — 10.0
2010 103,687 30.04.13 2.5 10.0
2011 111,386 30.04.14 2.5 10.0
C.H. Beecham
2
2009
1
190,722 30.04.12 — 10.0
2010 82,949 30.04.13 2.5 10.0
2011 91,584 30.04.14 2.5 10.0
M.D. Stott
2
2010 34,562 30.04.13 2.5 10.0
2011 44,554 30.04.14 2.5 10.0
NOTES
1  The EPS of 33.8p per share for the year reported has resulted in a partial vesting of the 2009 LTIP scheme whereby shares have vested to the Zetar EBT in respect of the 
following Directors: Ian Blackburn (151,958 shares) and Clive Beecham (127,783 shares).
2  After the year end, I.M. Blackburn, C.H. Beecham and M.D. Stott were respectively issued with 187,500, 66,666 and 83,333 conditional shares in respect of the 2012 LTIP 
award in which the minimum performance condition has been raised to compound annual growth in EPS of 4% over three years. 
The market price of the ordinary shares at 30 April 2012 was £1.81 and the range during the year was £1.73 to £2.57. 
APPROVAL
This report was approved by the Board of Directors on 18 July 2012 and signed on its behalf by: 
DAVID WILLIAMS
NON-EXECUTIVE CHAIRMAN  Zetar Plc Annual report and accounts 2012 27 www.zetarplc.com
Year in review Corporate governance Financial statements
Statement of 
Directors’ responsibilities
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law 
and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have 
elected to prepare the individual financial statements of the Company in accordance with United Kingdom Accounting Standards 
(United Kingdom Generally Accepted Accounting Practice) but are required to prepare the Group financial statements in accordance 
with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Under company law the Directors must 
not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit 
or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:
—  select suitable accounting policies and then apply them consistently;
—  make judgements and accounting estimates that are reasonable and prudent;
—  state whether applicable UK Accounting Standards and IFRS have been followed, subject to any material departures disclosed 
and explained in the financial statements; and
—  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue 
in business.
The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the 
financial position of the Company and the Group and enable them to ensure that the financial statements comply with the 
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities.
Insofar as each of the Directors is aware:
—  there is no relevant audit information of which the Company’s auditor is unaware; and 
—  the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information 
and to establish that the auditor is aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s 
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from 
legislation in other jurisdictions.  Zetar Plc Annual report and accounts 2012 28 www.zetarplc.com
Independent 
auditor’s report
TO THE MEMBERS OF ZETAR PLC
We have audited the financial statements of Zetar Plc for the year ended 30 April 2012 which comprise the consolidated income 
statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the company balance sheet, the 
consolidated cash flow statement, the consolidated statement of changes in equity and the related notes. The financial reporting 
framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial 
Reporting Standards (“IFRS”) as adopted by the European Union. The financial reporting framework that has been applied in the 
preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to 
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions 
we have formed. 
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Statement of Directors’ Responsibilities set out on page 27 the Directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an 
opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). 
Those standards require us to comply with the Auditing Practices Board’s (“APB’s”) Ethical Standards for Auditors. 
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/private.cfm. 
OPINION ON FINANCIAL STATEMENTS
In our opinion:
—  the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 30 April 2012 
and of the Group’s profit for the year then ended; 
—  the Group financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;
—  the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted 
Accounting Practice; and
—  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. 
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared 
is consistent with the financial statements. 
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
—  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been 
received from branches not visited by us; or
—  the parent company financial statements are not in agreement with the accounting records and returns; or
—  certain disclosures of Directors’ remuneration specified by law are not made; or
—  we have not received all the information and explanations we require for our audit. 
DAVID MILLER
SENIOR STATUTORY AUDITOR
FOR AND ON BEHALF OF GRANT THORNTON UK LLP
STATUTORY AUDITOR, CHARTERED ACCOUNTANTS
LONDON 
18 JULY 2012  Zetar Plc Annual report and accounts 2012 29 www.zetarplc.com
Year in review Corporate governance Financial statements
Consolidated  
income statement
FOR THE YEAR ENDED 30 APRIL 2012
Note
2012
Adjusted 
1
results
£’000
2012
Adjusting
items
£’000
2012
Total
£’000
2011
Adjusted 
1
results
£’000
2011
Adjusting
items
£’000
2011
Total
£’000
Revenue 5 128,258 — 128,258 134,998 — 134,998
Cost of sales (102,769) (593) (103,362) (107,677) — (107,677)
Gross profit 25,489 (593) 24,896 27,321 — 27,321
Distribution costs (4,642) (192) (4,834) (5,550) — (5,550)
Administrative expenses:
– other administrative expenses (14,517) (1,063) (15,580) (14,271) (267) (14,538)
– amortisation of intangible assets 14 — (29) (29) — (170) (170)
– share-based payments 10 — (231) (231) — (330) (330)
Operating profit 6,330 (2,108) 4,222 7,500 (767) 6,733
Finance income 9 7— 7 3— 3
Finance costs 9 (801) (574) (1,375) (793) (308) (1,101)
Profit from continuing operations before taxation 5,536 (2,682) 2,854 6,710 (1,075) 5,635
Tax on profit from continuing activities 11 (1,251) 376 (875) (1,764) 108 (1,656)
Net result from continuing operations 4,285 (2,306) 1,979 4,946 (967) 3,979
Net result from discontinued operations ——— — 503 503
Profit for the year 4,285 (2,306) 1,979 4,946 (464) 4,482
Basic earnings per share (p) 12 15.6 35.1
Diluted earnings per share (p) 12 15.6 34.9
Adjusted basic earnings per share (p)
1
12 33.8 38.7
Adjusted diluted earnings per share (p)
1
12 33.8 38.5 
1  Adjusted operating profit and adjusted earnings per share are stated before one-off items such as reorganisation costs, integration costs and pre-trading expenses, amortisation 
of intangible assets, share-based payments and the fair value movement on financial instruments. See note 12 for details of adjusting items.
Consolidated statement  
of comprehensive income
FOR THE YEAR ENDED 30 APRIL 2012
2012 
Total 
£’000
2011 
Total
 £’000
Profit for the year 1,979 4,482
Other comprehensive income:
– currency translation differences (722) 245
Other comprehensive income (722) 245
Total comprehensive income for the year 1,257 4,727
Attributable to:
– owners of the parent 1,257 4,727
The accompanying notes and accounting policies form an integral part of the financial statements. Zetar Plc Annual report and accounts 2012 30 www.zetarplc.com
Consolidated  
balance sheet
AT 30 APRIL 2012
Note
2012
£’000
2011
£’000
Non-current assets
Goodwill 13 30,280 30,520
Other intangible assets 14 102 140
Property, plant and equipment 15 16,828 16,583
Deferred tax asset 21 221 149
47,431 47,392
Current assets
Inventories 16 18,978 16,453
Trade and other receivables 17 17,917 24,935
Cash and cash equivalents 26 3,952 4,282
40,847 45,670
Total assets 88,278 93,062
Current liabilities
Trade and other payables 18 (24,009) (25,075)
Deferred consideration (36) (38)
Current tax liabilities (103) (620)
Obligations under finance leases 19 (15) (75)
Derivative financial instruments 30 (731) (157)
Borrowings and overdrafts 20 (11,509) (14,509)
(36,403) (40,474)
Net current assets 4,444 5,196
Non-current liabilities
Deferred tax liabilities 21 (1,628) (1,750)
Obligations under finance leases 19 — (15)
Borrowings and overdrafts 20 (3,231) (4,536)
(4,859) (6,301)
Total liabilities (41,262) (46,775)
Net assets 47,016 46,287
Equity
Share capital 22 1,326 1,324
Share premium account 23 28,299 28,266
Merger reserve 23 3,411 3,411
Equity reserve 24 1,790 2,664
Retained earnings 24 12,190 10,622
Total equity attributable to equity holders of the parent 47,016 46,287
The financial statements were approved by the Board for issue on 18 July 2012. 
IAN BLACKBURN MARK STOTT
CHIEF EXECUTIVE GROUP FINANCE DIRECTOR
The accompanying notes and accounting policies form an integral part of the financial statements. Zetar Plc Annual report and accounts 2012 31 www.zetarplc.com
Year in review Corporate governance Financial statements
Consolidated  
cash flow statement
FOR THE YEAR ENDED 30 APRIL 2012
Note
2012
£’000
2011
£’000
Cash flow from operating activities
Profit from continuing operations before taxation 2,854 5,635
Finance costs 1,375 1,101
Interest income (7) (3)
Share-based payments 231 330
Depreciation 6 2,537 2,267
(Profit)/loss on sale of plant and equipment 6 (59) 9
Amortisation of intangible assets 6 29 170
Net movement in working capital 3,425 (6,040)
(Increase)/decrease in inventories (2,525) 72
Decrease/(increase) in receivables 7,018 (5,295)
Decrease in payables (1,068) (817)
Total cash flow from operations 10,385 3,469
Net interest paid 9 (794) (1,347)
Tax paid (1,586) (1,369)
Total cash flow from operating activities 8,005 753
Cash flow from investing activities
Purchase of property, plant and equipment 15 (3,152) (3,789)
Proceeds from sale of plant and equipment 85 45
Disposal of subsidiary — 500
Total cash impact of acquisitions — (848)
Acquisition of business — (483)
Net borrowings assumed on acquisition — (365)
Net cash flow from investing activities (3,067) (4,092)
Cash flow from financing activities
Net proceeds from issue of ordinary share capital 35 —
Purchase of own shares (506) (525)
Proceeds from new borrowings 391 7,000
Repayment of borrowings (1,640) (5,174)
Finance lease repayments (75) (91)
Dividends paid (288) —
Net cash flow from financing activities (2,083) 1,210
Net increase/(decrease) in cash and cash equivalents 2,855 (2,129)
Cash and cash equivalents at beginning of the year (8,641) (6,608)
Effect of foreign exchange rate movements (129) 96
Cash and cash equivalents at the end of the year (5,915) (8,641)
Cash and cash equivalents comprise:
– cash at bank 26 3,952 4,282
– bank overdraft 26 (9,867) (12,923)
(5,915) (8,641)
The accompanying notes and accounting policies form an integral part of the financial statements.
  Zetar Plc Annual report and accounts 2012 32 www.zetarplc.com
Consolidated statement  
of changes in equity
FOR THE YEAR ENDED 30 APRIL 2012
Attributable to equity holders of the parent
 
 Share
capital
£’000
Share
premium 
account
£’000
Merger
reserve
£’000
Equity
 reserve 
£’000
Retained
 earnings 
£’000
 Total 
£’000
Balance at 1 May 2010 1,324 28,266 3,411 2,089 6,665 41,755
Comprehensive income 
Profit for the year — — — — 4,482 4,482
Other comprehensive income
Exchange gain on translation of foreign operations — — — 245 — 245
Total other comprehensive income — — — 245 — 245
Total comprehensive income — — — 245 4,482 4,727
Transactions with owners:
– purchase of own shares — — — — (525) (525)
– share-based payment charge — — — 330 — 330
Total transactions with owners — — — 330 (525) (195)
Balance at 30 April 2011 1,324 28,266 3,411 2,664 10,622 46,287
Comprehensive income
Profit for the year — — — — 1,979 1,979
Other comprehensive income
Exchange loss on translation of foreign operations — — — (722) — (722)
Total other comprehensive income — — — (722) — (722)
Total comprehensive income — — — (722) 1,979 1,257
Transactions with owners:
– purchase of own shares — — — — (506) (506)
– dividends paid — — — — (288) (288)
– issue of new shares 2 33——— 35
– share-based payment charge — — — 231 — 231
– share options lapsed — — — (383) 383 — 
Total transactions with owners 2 33 — (152) (411) (528)
Balance at 30 April 2012 1,326 28,299 3,411 1,790 12,190 47,016
The accompanying notes and accounting policies form an integral part of the financial statements. Zetar Plc Annual report and accounts 2012 33 www.zetarplc.com
Year in review Corporate governance Financial statements
Notes to the consolidated  
financial statements
FOR THE YEAR ENDED 30 APRIL 2012
1. GENERAL INFORMATION
Zetar Plc is a company incorporated in the United Kingdom under the Companies Act 2006. Zetar Plc (the “Company”) and its subsidiary 
undertakings (the “Group”) are engaged in the confectionery and snack foods business. Zetar Plc is comprised of two divisions, the 
Confectionery and Natural Snacks divisions. The nature of the Group’s operations and its principal business activities are set out in 
the Chief Executive’s, Operational and Financial Reviews on pages 6 to 15.
The Company is a public limited company which is listed on AIM on the London Stock Exchange and domiciled in the UK. 
2. ADOPTION OF NEW AND REVISED STANDARD
At the date of authorisation of these financial statements, the following standards and interpretations, which have not been applied 
in these Zetar Plc 2012 Group financial statements, were in issue but not yet effective:
 — IFRS 9 “Financial Instruments” (effective 1 January 2015) 
 — IFRS 10 “Consolidated Financial Statements” (effective 1 January 2013) 
 — IFRS 13 “Fair Value Measurement” (effective 1 January 2013) 
 — IAS 19 “Employee Benefits” (revised June 2011) (effective 1 January 2013) 
 — IAS 27 (Revised) “Separate Financial Statements” (effective 1 January 2013) 
 — “Disclosures – Transfers of Financial Assets” – Amendments to IFRS 7 (effective 1 July 2011) 
 — “Deferred Tax: Recovery of Underlying Assets” – Amendments to IAS 12 (effective 1 January 2012) 
 — “Presentation of Items of Other Comprehensive Income” – Amendments to IAS 1 (effective 1 July 2012) 
 — “Disclosures – Offsetting Financial Assets and Financial Liabilities” – Amendments to IFRS 7 (effective 1 January 2013)
 — “Offsetting Financial Assets and Financial Liabilities” – Amendments to IAS 32 (effective 1 January 2014)
The Directors are of the opinion that the above standards will not have a material financial impact on the results of the Group. 
There are other standards and interpretations which are in issue, but not yet effective, which are not relevant to the Group and, 
consequently, not listed above.
3. SIGNIFICANT ACCOUNTING POLICIES
3.1 BASIS OF PREPARATION
The financial statements are prepared under the historical cost convention, except for the revaluation of financial instruments. 
These financial statements have been prepared in accordance with IFRS as endorsed and adopted for use in the European Union, 
International Financial Reporting Interpretations Committee (“IFRIC”) interpretations and the Companies Act 2006 applicable to 
companies reporting under IFRS. The financial reporting framework that has been applied in the preparation of the parent company 
financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting 
Practice). The principal accounting policies adopted are set out below. 
The financial statements are presented in Sterling because that is the currency of the primary economic environment in which 
the Group operates. Overseas operations are included in the results in accordance with the policies set out in note 3.18.
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that 
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those 
estimates. Other critical estimates and assumptions are set out in note 4. 
Significant measures used by management in assessing segmental performance include revenue and underlying profit from 
operations and adjusted results (using the definition of adjusted results as set out in note 3.23).
3.2 BASIS OF CONSOLIDATION 
The Group financial statements consolidate those of the Company and its subsidiary undertakings drawn up to 30 April each year. 
Subsidiaries are entities over which the Company has the power to control the financial and operating policies so as to obtain benefits 
from their activities. This control is usually evidenced where the Company owns, either directly or indirectly, more than 50% of the 
voting rights of a company’s share capital. The existence and effect of potential voting rights that are currently exercisable or convertible 
are considered when assessing whether the Group controls another entity. Companies acquired during the financial year are fully 
consolidated from the date effective control is transferred to the Company. They are de-consolidated from the date that control ceases.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. Unrealised gains on transactions 
between the Company and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides 
evidence of the impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been 
adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
The revenue, costs, gross profit and net profit or loss of continuing operations comprise the results of those subsidiary 
undertakings owned by the Group at the end of the financial year as well as the prior year comparative. Zetar Plc Annual report and accounts 2012 34 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
3. SIGNIFICANT ACCOUNTING POLICIES continued
3.3 GOING CONCERN 
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group 
have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going 
concern basis of accounting in preparing the financial statements as disclosed in the going concern statement in the Directors’ 
Report on page 22. 
3.4 BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method. The cost of the acquisition is measured as the aggregate 
of the fair values, at the date of exchange, of assets acquired, liabilities incurred or assumed and equity instruments issued by the 
Group in exchange for control of the acquired company. All acquisition related costs are expensed as incurred. The fair values of 
identifiable assets and liabilities are determined using the accounting policies of the Group.
The acquisition method involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities 
of the subsidiary at the acquisition date. Changes to contingent consideration, which is classified as a liability and which does not 
result from a measurement period (see below) adjustment, are accounted for in accordance with IAS 39 “Financial Instruments: 
Recognition and Measurement” where the liability is a financial instrument and in accordance with IAS 37 “Provisions, Contingent 
Liabilities and Contingent Assets” (or other IFRS as appropriate) in all other instances. Where contingent consideration is classified 
as equity, changes are not re-measured. 
On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated balance sheet at their fair values, 
which are also used as the bases for subsequent measurement in accordance with Group accounting policies. 
Goodwill is stated after separating out identifiable intangible assets. Goodwill represents the excess of consideration transferred over 
the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition and is not amortised. 
Where goodwill is positive it is capitalised, reviewed annually for impairment and is carried at cost less accumulated impairment 
losses. Where negative goodwill represents a bargain purchase (i.e. cost of acquisition less than the fair value of identifiable net 
assets), it is then recognised directly in profit or loss. Goodwill is allocated to cash-generating units (“CGUs”) for the purposes of 
impairment testing. Impairment losses recognised in prior years are not reversed. Gains and losses on the disposal of an entity 
include the carrying amount of goodwill relating to the entity sold.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts 
and circumstances that existed as of the acquisition date and is subject to a maximum of one year from the date of acquisition. 
3.5 IMPAIRMENT TESTING OF GOODWILL, OTHER INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable 
cash flows. As a result, most assets are tested at CGU level. Goodwill is allocated to those CGUs that are expected to benefit from 
synergies of the related business combination and represent the lowest level within the Group at which management monitors 
the related cash flows.
Goodwill, and other individual assets or CGUs that include goodwill, are tested for impairment at least annually. All other individual 
assets or CGUs are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not 
be recoverable.
An impairment loss is recognised for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount. 
The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an 
internal discounted cash flow evaluation. Impairment losses recognised for CGUs, to which goodwill has been allocated, are credited 
initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the CGU. 
With the exception of goodwill, all assets are subsequently re-assessed for indications that an impairment loss previously 
recognised may no longer exist.
3.6 SEGMENTAL ANALYSIS
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker 
(the Chief Executive) who is responsible for allocating resources and assessing performance of the operating segments. The Group 
has two reportable operating segments that derive their revenue primarily from the manufacture and sale of chocolate confectionery 
and natural snacks. Operating segments are identified on the same basis as the Group allocates its resources such as management, 
tangible assets and working capital. The performance of reportable segments is assessed on a measure of adjusted operating profit, 
excluding non-recurring items such as restructuring costs, share-based payment (charges)/credits, amortisation of intangible assets, 
unrealised gains/(losses) on financial instruments and the results of discontinuing operations. 
Certain central costs incurred at a head office level relate to operating segments. The nature of the service mainly includes 
management fees. These costs are allocated based on the Directors’ assessment of the time spent and costs incurred in respect 
of each operating segment.  Zetar Plc Annual report and accounts 2012 35 www.zetarplc.com
Year in review Corporate governance Financial statements
3. SIGNIFICANT ACCOUNTING POLICIES continued
3.7 REVENUE
Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied net 
of sales rebates and excluding VAT and trade discounts.
Sale of goods
Revenue from the sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of 
ownership of the goods. In practice the satisfaction of these conditions generally coincides with when the goods are delivered 
to customers and title passes.
Sales rebates and discounts
Sales rebates and discount reserves are established based on management’s best estimate of the amounts necessary to meet claims 
by the Group’s customers in respect of these rebates and discounts. The provision is made at the time of sale and released, if unutilised, 
after assessment that the likelihood of such a claim being made has become remote.
3.8 ROYALTIES
Royalties in respect of the licensing of third-party intellectual property rights to the Group are recognised on an accruals basis 
in accordance with the substance of the relevant agreement.
3.9 INTANGIBLE ASSETS
Assets acquired as part of a business combination 
In accordance with IFRS 3 (Revised) “Business Combinations”, an intangible asset acquired in a business combination is deemed to 
have a cost to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects market expectations 
about the probability that the future economic benefits embodied in the asset will flow to the Group. Where an intangible asset 
might be separable, but only together with a related tangible or intangible asset, the group of assets is recognised as a single asset 
separately from goodwill, where the individual fair value of the assets in the Group are not reliably measurable. Where the 
individual fair values of the complementary assets are reliably measurable the Group recognises them as a single asset, provided 
that the individual assets have similar useful lives.
Amortisation
Customer relationships and trademarks are amortised on a straight-line basis over their respective estimated useful lives. 
3.10 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost, net of depreciation and any provision for impairment. No depreciation is charged 
during the period of construction, installation and commissioning.
Disposal of assets
The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying 
amount of the asset and is recognised in the income statement.
Depreciation
Depreciation is calculated to write down the cost less estimated residual value of property, plant and equipment excluding freehold 
land by equal annual instalments or, as appropriate, by the reducing balance method where it reflects the basis of consumption of 
the asset, over their estimated useful economic lives. The rates/periods generally applicable are:
Freehold buildings 2% – 10% straight-line  
Leasehold improvements over the term of the lease 
Plant and equipment 10 – 33% straight-line 
Fixtures, fittings, office and computer equipment 10 – 33% straight-line 
Motor vehicles 20 – 25% straight-line
Material residual value estimates are reviewed and updated as required.
3.11 LEASED ASSETS
In accordance with IAS 17, the economic ownership of assets leased under a finance lease is transferred to the lessee if the lessee 
bears substantially all the risk and rewards related to the ownership of the leased asset. The related asset is recognised at the time 
of inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments, plus 
incidental payments, if any, to be borne by the lessee and this amount is then written off over the period of the lease. A corresponding 
amount is recognised as a finance leasing liability. Leases of land and buildings are split into land and buildings elements according 
to the relative fair values of the leasehold interests at the date the asset is initially recognised. The analysis of the land and buildings 
leases into separate elements is carried out for the purposes of lease classification. 
The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged 
to the income statement over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to the income statement 
on a straight-line basis over the lease term. Lease incentives are spread over the appropriate term of the lease. Zetar Plc Annual report and accounts 2012 36 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
3. SIGNIFICANT ACCOUNTING POLICIES continued
3.12 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. The cost of ordinarily interchangeable items is determined 
using the first-in, first-out cost method. Cost includes materials, direct labour and an attributable proportion of manufacturing 
overheads based on normal levels of activity. Net realisable value is based on estimated selling price, less further costs expected 
to be incurred to completion and disposals. Provision is made for obsolete, slow-moving or defective items where appropriate.
3.13 TAXATION
Current tax is the tax currently payable based on taxable profit for the year.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on 
the difference between the carrying values of assets and liabilities and their tax bases. However, deferred tax assets or liabilities 
are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other 
than in a business combination) of other assets in a transaction that affects neither tax profit nor accounting profit. Temporary 
differences, including those associated with shares in subsidiaries, are not recognised if reversal of these differences can be controlled 
by the Group and it is not probable that reversal will occur in the foreseeable future. In addition, tax losses available to be carried 
forward as well as other income tax credits to the Group are 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 probable that the underlying 
deductible temporary differences will be able to be offset against future taxable income. 
Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period 
of realisation, provided they are enacted or substantively enacted at the balance sheet date. Changes in deferred tax assets 
or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that 
are charged or credited direct to other comprehensive income in which case the deferred tax effect is also charged or credited 
direct to other comprehensive income.
3.14 ACCOUNTING FOR FINANCIAL ASSETS
Financial assets of the Group can be divided into the following categories of “loans and receivables” and “financial assets at fair value 
through profit or loss”. Financial assets are assigned to the different categories on initial recognition, depending on the characteristics 
of the instrument and its purpose. A financial instrument’s category is relevant for the way it is measured and whether resulting income 
and expenses are reported in profit or loss or charged directly against other comprehensive income. An assessment of whether a 
financial asset is impaired is made at each reporting date. For receivables, this is based on the latest credit information available, 
i.e. recent counterparty defaults and external credit ratings. Financial assets that are substantially past due and/or for which receipts 
from customers have been significantly delayed are also considered for impairment. All income and expense relating to financial assets 
at fair value through profit and loss are recognised in the income statement line item “finance costs” or “finance income” respectively.
Loans and receivables 
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active 
market. They are measured at initial recognition at fair value and are subsequently measured at amortised cost using the effective 
interest rate method, less provision for impairment. The Group’s trade and other receivables fall into this category of financial 
instruments. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective 
evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount 
and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. 
Derivative financial assets
Financial assets at fair value through profit or loss include financial assets that are designated by the Group to be carried at fair value 
through profit or loss on initial recognition. Any gain or loss arising from derivative financial instruments is based on changes in fair 
value, which is determined by reference to unobservable market data provided by third parties.
3.15 ACCOUNTING FOR FINANCIAL LIABILITIES
The Group’s financial liabilities include borrowings, trade and other payables (including finance lease liabilities). Financial liabilities 
are recognised when the Group becomes party to the contractual agreements of the instrument. All interest related charges and, 
if applicable, changes in an instrument’s fair value that are reported in profit or loss are included in the income statement line 
items “finance costs” and “finance income”.
Trade and other payables
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective 
interest rate method. 
Borrowings
Borrowings, including asset-based facilities such as invoice financing, are initially recognised at fair value plus any transaction costs 
associated with the issue of the relevant financial liability. Subsequent to initial measurement, borrowings are measured at amortised 
cost with the borrowing costs being accounted for on an accruals basis in the income statement using the effective interest rate 
method. At the balance sheet date accrued interest is recorded separately from the associated borrowings within current liabilities.
Derivative financial liabilities
Financial liabilities utilised by the Group in managing risk are accounted for at fair value through profit or loss on initial recognition. 
Fair values are determined by reference to unobservable market data provided by third parties. Zetar Plc Annual report and accounts 2012 37 www.zetarplc.com
Year in review Corporate governance Financial statements
3. SIGNIFICANT ACCOUNTING POLICIES continued
3.16 FINANCIAL INSTRUMENTS – HEDGING INSTRUMENTS
Derivative financial instruments are used by the Group mainly for the management of its foreign currency and interest rate exposures. 
The Group does not hold derivative financial instruments for trading purposes. The existing financial derivatives used by the Group 
do not meet the criteria for hedge accounting set out by IAS 39 and have thus been classified as financial assets/(liabilities) at fair 
value through profit or loss.
3.17 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and on-demand deposits, together with other short-term, highly liquid investments 
which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
3.18 FOREIGN CURRENCIES
The functional currency of Zetar Plc and the presentational currency of the Company and of the Group is Sterling.
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities in foreign currencies are translated at the exchange rates ruling at the balance sheet date. Non-monetary items that are 
measured in terms of historical cost are not retranslated.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates that differ from 
those at which they were initially recorded are recognised in the income statement in the period in which they arise. The assets 
and liabilities in the financial statements of foreign subsidiaries and related goodwill are translated at the rate of exchange ruling 
at the balance sheet date. Income and expenses are translated at the average rate. Exchange differences arising, if any, are 
classified as other comprehensive income and transferred to the Group’s equity reserve. 
The Group has elected, in accordance with IFRS 1.22, to recognise all translation adjustments arising on the translation of the 
financial statements of foreign entities in accumulated profits or losses at 1 May 2006, the date of transition to IFRS. Consequently, 
the gain or loss on subsequent disposal of the foreign entity will be adjusted only by those accumulated translation adjustments 
arising after the 1 May 2006.
3.19 EQUITY INSTRUMENTS
An equity instrument is any contract which evidences a residual interest in the net assets of the Group after deducting all liabilities. 
Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.
3.20 EMPLOYEE BENEFITS
The Group operates a range of defined contribution pension schemes and also makes contributions into the personal pension plans 
of Directors and employees. The pension costs charged against operating profits are the contributions payable in respect of the 
accounting period.
3.21 SHARE-BASED PAYMENT
Equity-settled share-based payment
In accordance with the exemption permitted by IFRS 1, share-based payments are not recognised in the financial statements in respect 
of any options that had vested prior to 1 May 2006. Share-based payments are recognised on options that had not vested prior 
to 1 May 2006.
All services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are 
rewarded using share-based payments, the fair values of employees’ services are determined indirectly by reference to the fair value 
of the instrument granted to the employee. This fair value is appraised at the grant date and excludes the impact of non-market 
vesting conditions (for example, profitability and earnings growth targets).
The fair value of all equity-settled share-based payments is ultimately recognised as an expense in the income statement with 
a corresponding credit to “equity reserve”.
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best 
available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that 
the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised 
in the current period. No adjustment is made to any expense recognised in prior periods, if the value of share options exercised is 
different to that estimated on vesting.
Upon exercise of share options the proceeds (net of attributable transaction costs) received are credited to share capital and, where 
appropriate, share premium.
3.22 CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Group manages its capital to ensure that the entities in the Group will be able to continue as a going concern while maximising 
the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in notes 20 and 26, cash and cash equivalents 
and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in 
note 24. The Group’s Board of Directors is responsible for the review of the capital structure. As part of the review the Board considers 
the cost of capital and the risks associated with the class of capital. The Group balances its overall capital structure through new 
shares issues and/or negotiation of additional bank borrowings, as appropriate. Zetar Plc Annual report and accounts 2012 38 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
3. SIGNIFICANT ACCOUNTING POLICIES continued
3.23 MANAGEMENT PERFORMANCE MEASURES
Zetar Plc considers that the adjusted results and adjusted EPS provide additional useful information on the Group’s performance 
to shareholders. These measurements are used by Zetar Plc management for internal performance analysis and incentive compensation 
arrangements. The term “adjusted results” is not a defined term under IFRS and may not therefore be comparable with similarly 
titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, GAAP measurements 
of profit. The items excluded from adjusted earnings are separately identified in note 12 and comprise:
 — One-off items – non-recurring material costs or revenues of an unusual nature are excluded from adjusted results in order 
to provide a consistent measure of underlying financial performance. 
 — Amortisation of intangible assets – the Group has recognised several customer relationships as intangible assets in order to comply 
with IAS 38. The intangible assets were acquired in business combinations and are amortised over their useful economic lives. 
The amortisation charge is not included in the adjusted results used for routine management reporting and performance measurement.
 — Share-based payment charges – these charges are equity-settled arrangements relating to the LTIP and are included within 
adjusting items due to their non-recurring and/or potentially volatile nature.
 — Fair value adjustments on derivatives – derivative financial instruments are used by the Group mainly for the management of 
its foreign currency and interest rate exposures. Due to the nature of its hedging relationships, the Group is unable to apply hedge 
accounting. The effect of not applying hedge accounting under IAS 39 means that the reported profit from operations reflects the 
actual rate of exchange ruling on the date of the transaction regardless of the cash flow paid by the Group at the predetermined rate 
of exchange. The movement in the fair value of open contracts during the period is recognised in the financing charge for the 
period. The impacts described above could be volatile depending on the movements in exchange rates and interest yields. This 
volatility will not be reflected in cash flows of the Group, which will be determined by the fixed or hedged rate. Accordingly, the 
volatility introduced as a result of not applying hedge accounting under IAS 39 has been excluded from the adjusted results.
 — Taxation – the tax effects of the above items have also been excluded in arriving at adjusted earnings. 
 — Discontinued operations – the operational results of discontinued operations and the profit/(loss) arising on the disposal 
of discontinued operations are not used by management in assessing the performance of the core operations of the Group. 
3.24 DISCONTINUED OPERATIONS
Discontinued operations are those operations that can be separately identified for management and financial reporting purposes 
and are separately identified on the face of the consolidated income statement and notes to the consolidated financial statements 
in both the current and prior periods presented. The gain/(loss) arising on the disposal of discontinued operations has been disclosed 
within the net gain/(loss) on disposal by way of note. The discontinued operation disclosure in the prior year relates to the receipt 
of deferred consideration.
3.25 TREASURY SHARES
Where the Group re-acquires its own shares in order to meet the expected obligations under the Group’s equity-settled share option 
plans (note 10 – LTIP), these are treated as treasury shares. The consideration paid net of any directly attributable costs, is deducted 
from equity attributable to the Company’s equity holders until the shares are cancelled or issued in settlement of its obligations. 
Where such shares are subsequently re-issued, any consideration received net of directly attributable costs is included in equity 
attributable to the Group’s equity holders. No gain/(loss) is recognised in profit or loss as a result of the aforementioned transactions 
including cancellation of treasury shares, if any. 
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of consolidated financial statements under IFRS requires the Group to make estimates and assumptions that affect 
the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical 
experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. 
Actual results may differ from these estimates. The estimates and assumptions which have a significant risk of causing a material 
adjustment to the carrying amount of assets and liabilities are discussed below. 
4.1 CARRYING VALUE OF GOODWILL
The Group is required to test, at least annually, whether goodwill has suffered any impairment in accordance with the accounting policy 
note 3.5. The recoverable amount is determined based on value-in-use calculations. The use of this method requires the estimation 
of future cash flows and the choice of a suitable discount rate in order to calculate the present value of these cash flows (refer to 
note 13). Actual outcomes could vary such that, in future, carrying values could be impaired.
4.2 TRADE PROMOTIONS
Accrued liabilities associated with various customer marketing initiatives require difficult subjective judgements. A range of programmes 
are used with customers to promote sales. The costs of these programmes are recognised as a reduction to revenue with a corresponding 
liability accrued based on estimates at the time of despatch of the goods. The accrued liability for marketing promotions is determined 
having regard to historical experience of similar programmes and management’s judgement. However, each programme may differ 
and it is possible that the initial cost estimates (and the associated reduction in revenue recorded) may differ from the actual results, 
with the difference being recorded in a subsequent period when the outcome crystallises. Zetar Plc Annual report and accounts 2012 39 www.zetarplc.com
Year in review Corporate governance Financial statements
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY continued
4.3 SHARE-BASED PAYMENTS 
The charge for share-based payments is determined based on the fair value of awards at the date of grant partly by use of the 
Black-Scholes or Monte Carlo pricing model which require judgements to be made regarding expected volatility, dividend yield, 
risk free rates of return and expected option lives. The inputs used in these pricing models to calculate the fair values are set out 
in note 10. An element of the share-based payment charge also relies on management’s estimates of the future growth in the 
Group’s adjusted EPS which may not be met or may be exceeded by the time the relevant awards vest.
5. SEGMENTAL INFORMATION
For management purposes, the Group is organised into two divisions: Confectionery and Natural Snacks. These divisions are continuing 
activities and include the following principal trading subsidiaries:
CONFECTIONERY
Kinnerton (Confectionery) Co. Limited 
Kinnerton (Confectionery) Australia Pty Limited  
Lir Chocolates Limited 
Derwent Lynton Co. Limited 
Zetar France SAS
NATURAL SNACKS
Humdinger Limited
SEGMENT REVENUE AND RESULTS
An analysis of the Group’s continuing operations is as follows:
Revenue Adjusted operating profit Total result
2012
£’000
2011
£’000
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Confectionery 87,810 85,861 5,201 5,726 3,229 5,008
Natural Snacks 40,448 49,137 1,129 1,774 993 1,725
128,258 134,998
Operating profit 6,330 7,500 4,222 6,733
Finance costs (net of interest income) (794) (790) (1,368) (1,098)
Profit before tax 5,536 6,710 2,854 5,635
Tax (1,251) (1,764) (875) (1,656)
Profit for the year 4,285 4,946 1,979 3,979
An explanation of segment performance measures is included in note 3.6.
Revenue reported represents sale of goods to external customers. Inter-segment sales made at market rates were £0.7m (2011: £0.2m).
SEGMENT ASSETS AND LIABILITIES 
Segment total assets Segment total liabilities
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Confectionery 59,633 62,349 26,492 30,983
Natural Snacks 26,425 28,412 11,825 13,638
Total of all segments 86,058 90,761 38,317 44,621
Net unallocated
1
2,220 2,301 2,945 2,154
Consolidated 88,278 93,062 41,262 46,775
1  Net unallocated assets and liabilities principally comprise centrally held assets and liabilities (which mainly include sundry receivables and bank loans and cash), together 
with derivative financial instrument balances and deferred tax assets on share-based payments and derivative financial instruments.
OTHER SEGMENT INFORMATION 
Depreciation
and amortisation Capital additions
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Confectionery 2,030 1,980 2,860 3,549
Natural Snacks 536 457 292 240
Consolidated 2,566 2,437 3,152 3,789 Zetar Plc Annual report and accounts 2012 40 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
5. SEGMENTAL INFORMATION continued
GEOGRAPHICAL SEGMENTS
The Group operates in four geographical areas: the United Kingdom; Europe; Australia; and the Rest of the World. The Group’s revenue 
from external customers and its segment assets by geographical location are detailed below. Revenue from external customers is 
segmented by the geographical destination of sales and assets are segmented by their location.
Revenue from
external customers Segment total assets Segment non-current assets
Acquisition of segment
non-current assets
1
2012
£’000
2011
£’000
2012
£’000
2011
£’000
2012
£’000
2011
£’000
2012
£’000
2011
£’000
United Kingdom 116,342 124,037 78,188 82,501 43,719 43,502 — 160
Europe 5,856 5,229 8,903 9,104 3,488 3,734 — —
Australia 2,430 2,988 1,185 1,455 3 7 — —
Rest of the World 3,630 2,744 2 2 — — — —
128,258 134,998 88,278 93,062 47,210 47,243 — 160
1 Acquisition segment assets comprise the fair value of net assets acquired, including the value of goodwill and intangible assets, arising on acquisitions during the year.
During the year ended 30 April 2012, the Group derived revenue of £32.4m, £24.0m and £14.3m from three major customers 
(2011: £28.6m, £36.4m and £15.6m respectively) across the Confectionery and Natural Snacks segments.
6. OPERATING PROFIT
2012
£’000
2011
£’000
Operating profit has been arrived at after charging/(crediting):
Net foreign exchange loss 190 133
Depreciation of property, plant and equipment 2,537 2,267
Amortisation of intangible assets 29 170
Share-based payments 231 330
(Profit)/loss on sale of property, plant and equipment (59) 9
Operating lease rentals:
– land and buildings 1,309 1,185
– plant and machinery 252 268
Staff costs (note 8) 32,866 30,917
Cost of inventories recognised as an expense 103,362 107,677
Write downs of inventories recognised as an expense — 437
Reversal of any write downs of inventories recognised (389) —
Auditor’s remuneration
– audit of the financial statements of the Company and of the Group 30 29
– audit of the financial statements of subsidiaries 77 82
Total audit fees 107 111
Taxation services 16 14
Other — 11
Fees for other services 16 25
7. RECONCILIATION OF EBITDA
2012
£’000
2011
£’000
Adjusted operating profit 6,330 7,500
Depreciation of property, plant and equipment 2,537 2,267
EBITDA 8,867 9,767
EBITDA represents adjusted operating profit plus depreciation of continuing operations. Zetar Plc Annual report and accounts 2012 41 www.zetarplc.com
Year in review Corporate governance Financial statements
8. EMPLOYEES AND DIRECTORS
The staff costs, including Directors’ emoluments, were as follows:
2012
£’000
2011
£’000
Wages and salaries 29,531 27,756
Social security costs 2,554 2,311
Other pension costs 550 520
Share-based payments 231 330
32,866 30,917
The average number of employees (including Executive Directors) was:
Number Number
Production 1,185 1,124
Sales and administration 223 216
1,408 1,340
Directors’ remuneration was as follows:
£’000 £’000
Emoluments 596 638
Pension contributions to money purchase pension schemes 20 86
616 724
Share-based payments 170 236
786 960
Refer to the Remuneration Report for detail by Director. 
In relation to the 2008 LTIP scheme which vested during the year, 3,049 shares (2011: nil) vested to Ian Blackburn and 2,564 shares 
(2011: nil) vested to Clive Beecham in July 2011 and transferred on 27 October 2011 when the share price was 225p with a taxable 
value of £6,860 and £5,769 respectively.
There was a charge of £70,000 relating to social security costs for the Directors in the year (2011: £71,000).
The highest paid Director amounts included above were as follows:
£’000 £’000
Emoluments 225 191
Pension contributions to money purchase pension schemes — 66
225 257
Share-based payments 76 126
301 383
During the year one Director (2011: two) participated in money purchase pension schemes.
There was a charge of £31,000 relating to social security costs for the highest paid Director in the year (2011: £24,000).
9. FINANCE COSTS AND INCOME
2012
£’000
2011
£’000
Finance costs 
Interest payable on bank borrowings (including amortisation of issue costs) 800 785
Interest payable on obligations under finance leases 1 8
Refinancing costs — 532
Other costs — 25
Total interest payable 801 1,350
Change in fair value of financial instruments designated as at fair value through profit or loss 574 (249)
Net finance costs for continuing businesses 1,375 1,101
Finance income
Interest received on bank deposits (7) (3) Zetar Plc Annual report and accounts 2012 42 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
10. SHARE-BASED PAYMENTS
EQUITY-SETTLED SHARE OPTION PLANS
Details of the share option and warrant arrangements that give rise to equity-settled share-based payment charges are set out below. 
An expense is recognised for the fair value at the date of grant of the estimated number of shares that will be awarded to settle the 
options over the vesting period of each scheme. Full details of all outstanding share options and warrants are set out in note 22. 
Note that, because the exercise period for the Employee Benefit Trust (“EBT”) and “A” warrants commenced prior to the effective 
date for IFRS, there is no requirement to recognise an expense for these under IFRS 2. 
Employee Benefit Trust (“EBT”) scheme and “A” warrants
Under the EBT scheme established in March 2005 employees (including Directors) were offered options to acquire ordinary shares 
in Zetar Plc. In April 2005 the Group granted to Marwyn Investments Group 255,741 “A” warrants giving them rights to acquire 
ordinary shares in Zetar Plc. These warrants have lapsed as they were not exercised before 13 April 2012. However, as explained 
in the paragraph above, despite these having lapsed in the year, there is no impact on reserves. 
Enterprise Management Incentive (“EMI”) scheme
Under the EMI scheme established in March 2005 employees (including Directors) were offered options to acquire ordinary shares 
in Zetar Plc. Due principally to the growth in size of the Group, the tax advantages for EMI option holders are no longer available; 
accordingly, no further EMI options are expected to be granted. Options are exercisable at prices set out in note 22.
“B” warrants
In April 2005 the Group granted to Marwyn Investments Group 184,189 “B” warrants giving them rights to acquire ordinary shares 
in Zetar Plc. The fair value of the services provided cannot be measured reliably; accordingly the warrants themselves had been 
valued using the Monte Carlo pricing model (see table below). These warrants have now lapsed as they were not exercised before 
13 April 2012 resulting in a transfer of £383,000 between the share-based payment reserve and retained earnings reserve.
The number of EMI options and “B” warrants outstanding at the end of the current year was 293,140 (2011: 298,140) and nil 
(2011: 184,189) respectively. The weighted average exercise price of outstanding options and warrants is £2.03 per share (2011: £2.01). 
As at the 30 April 2012, 49,999 and 234,999 EMI options are exercisable at £2.00 per share and 8,142 are exercisable at £2.95 
per share. The fair values have been calculated using the Black-Scholes pricing model for the options granted under the EMI scheme 
(see table below). 
Date of grant
Number
granted
Share
price
at grant
£
Weighted
average
exercise
price
£
Expected
volatility
%
Expected
life
Years
Risk free
rate
%
Expected
dividend
yield
%
Weighted
average
value fair
at grant date
£
Black-Scholes pricing model
18 March 2005 49,999 3.05 2.00 28.49 5 4.84 — 1.58
20 May 2005 299,999 2.80 2.00 28.25 5 4.39 — 1.32
3 January 2006 18,284 2.95 2.95 25.87 5 4.15 — 0.92
Monte Carlo pricing model
13 April 2005 184,189 3.18 2.00 28.53 5 4.68 — 1.69
The volatility of the Zetar Plc share price on each date of grant was calculated as the average of the standard deviations of daily 
continuously compounded returns on the shares of companies with similar corporate attributes to Zetar Plc, calculated over three 
years leading up to the date of grant. This method estimates the volatility of the share price over a period commensurate with the 
options’ expected life. The expected life of the share options and warrants under consideration is assumed to be five years. This 
assumption takes into account the effects of non-transferability, exercise restrictions and behavioural considerations. The risk-free 
rate is the yield to maturity on the date of grant of a UK Gilt Strip with term to maturity equal to the expected life of the share 
options or warrants. The EMI options above vested on the date of award in prior financial years and have an expected exercise 
period as stated in note 22. 
Long-Term Incentive Plan (“LTIP”)
The Group reviews its trading performance twice per year to estimate the likely cost of the LTIP awards and revises the provision 
accordingly. Details of the three year rolling LTIP are set out in the Remuneration Report. 
Date awarded May 2011 May 2010 May 2009
Number awarded 342,127 298,105 586,628
Face value at date of awards 202p 218p 148p
Expected year of vesting 30 April 2014 30 April 2013 30 April 2012 Zetar Plc Annual report and accounts 2012 43 www.zetarplc.com
Year in review Corporate governance Financial statements
10. SHARE-BASED PAYMENTS continued
EQUITY-SETTLED SHARE OPTION PLANS continued
Long-Term Incentive Plan (“LTIP”) continued
The LTIP awards have been made dependent on the Group achieving EPS growth targets (detailed on page 26) as set by the Remuneration 
Committee over a rolling three year period. The annual award of shares for the 2012 scheme was made on 16 May 2012 whereby 
481,915 shares were granted to certain employees which will vest dependent on the performance of the Company over the three 
year period to 30 April 2015.
The cost recognised in the income statement comprises a charge of £231,086 mainly in respect of the 2010 and 2011 awards 
(2011: a charge of £329,672 was recognised). 
Subsequent to the year end, there has been a partial vesting in respect of the 2009 LTIP awards subsequent to year end as a result 
of achieving an adjusted EPS of 33.8p per share for 2012 whereby 393,039 shares will vest to the EBT.
11. TAX
The tax analysis is as follows:
Adjusted
results 
2012
£’000
Adjusting
items
2012
£’000
Total
2012
£’000
Adjusted
results 
2011
£’000
Adjusting
items
2011
£’000
Total
2011
£’000
Current tax
UK corporation tax on profits for the year or on adjustments 1,571 (468) 1,103 1,747 (126) 1,621
Adjustments in respect of prior periods (153) 119 (34) (127) — (127)
Total current tax 1,418 (349) 1,069 1,620 (126) 1,494
Deferred tax
Origination and reversal of temporary differences (167) (27) (194) 144 18 162
Tax on profit on ordinary activities or adjusting items 1,251 (376) 875 1,764 (108) 1,656
Reconciliation of tax charge
Profit before tax 5,536 (2,682) 2,854 6,710 (1,075) 5,635
Tax at UK corporation tax rate of 25.84% (2011: 27.86%) 1,430 (693) 737 1,869 (299) 1,570
Adjustments in respect of prior periods (153) 119 (34) (127) — (127)
Differential tax rate for foreign subsidiaries (64) — (64) (75) 26 (49)
Other (110) 138 28 1 (56) (55)
Share-based payments adjustment —6060 —86 86
Abolition of industrial buildings allowance 94 — 94 73 — 73
Tax effect of expenses that are not deductible  
in determining taxable profit 54 — 54 23 135 158
Tax expense for the period 1,251 (376) 875 1,764 (108) 1,656
It was recently announced that, effective from 1 April 2012, the main rate of UK corporation tax would reduce from 26.0% to 24.0%. 
This became substantively enacted on 26 March 2012. The time-weighted rate for the Group’s UK subsidiaries’ for the financial 
year ended 30 April 2012 is therefore 25.84%.
12. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the following data:
2012 2011
 
Earnings
£’000
Weighted
average
number
of shares
000s
Amount
per share
p
Earnings
£’000
Weighted
average
number
of shares
000s
Amount
per share
p
Basic EPS 1,979 12,680 15.6 4,482 12,779 35.1
Diluted EPS 1,979 12,691 15.6 4,482 12,848 34.9
Adjusted
1
 basic EPS 4,285 12,680 33.8 4,946 12,779 38.7
Adjusted
1
 diluted EPS 4,285 12,691 33.8 4,946 12,848 38.5
Basic earnings per share on continuing operations 1,979 12,680 15.6 3,979 12,779 31.1
Diluted earnings per share on continuing operations 1,979 12,691 15.6 3,979 12,848 31.0
Basic earnings per share on discontinued operations — 12,680 — 503 12,779 3.9
Diluted earnings per share on discontinued operations — 12,691 — 503 12,848 3.9
1  Adjusted earnings per share are stated before one-off items (see analysis on page 44), amortisation of intangible assets, share-based payments, the fair value movement 
on financial instruments and the net result from discontinued operations. Zetar Plc Annual report and accounts 2012 44 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
12. EARNINGS PER SHARE continued
Reconciliations between the various weighted average numbers of shares shown overleaf are as follows:
Year ended 30 April 2012 Year ended 30 April 2011
Basic
weighted
average
number
of shares
Diluted
weighted
average
number
of shares 
Basic
weighted
average
number
of shares
Diluted
weighted
average
number
of shares
Weighted average number of shares 13,238,695 12,680,201 13,238,695 12,778,934
Weighted average number of options exercised 10,426 — — —
Weighted average number of options (vested) — 10,942 — 69,286
Weighted average number of options (non-vested) —— — —
Weighted average number of shares held by the Zetar Plc EBT (568,920) — (459,761) —
Weighted average number of shares used for EPS 12,680,201 12,691,143 12,778,934 12,848,220
The calculation of basic EPS is based on reported profit after tax and the weighted average number of shares during each year. 
Diluted EPS is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potentially 
dilutive ordinary shares in accordance with IAS 33. Potentially dilutive ordinary shares arise from share options and warrants. 
Adjusted basic and diluted EPS have also been calculated as, in the opinion of the Directors, this provides shareholders with further 
information regarding trends in the Group’s results. The adjusted basic and diluted EPS are calculated using the net result for the 
appropriate years adjusted to remove one-off/exceptional items and the result from discontinued operations where relevant as 
shown in the table below.
Adjusted earnings used in the calculation of adjusted EPS shown above have been calculated on continuing operations after taking 
into account the items listed below: 
Adjusting items
2012
£’000
2011
£’000
Integration costs
1
996 267
Reorganisation and other costs
2
627 —
Pre-trading expenses – Zetar France 225 —
Pre-tax cash cost of adjusting items 1,848 267
Share-based payments 231 330
Amortisation of intangibles 29 170
Net finance costs (note 9) 574 308
Pre-tax impact of adjusting items 2,682 1,075
Tax benefit (376) (108)
2,306 967
Disposal of subsidiary — (503)
Post-tax impact of adjusting items 2,306 464
1  Derwent Lynton was acquired in April 2011. The factory in Derby was closed and the assets transferred to the HHF factory near York during the year. The integration costs 
include the cost of redundancies, the cost of transferring the assets, project management fees and training costs.
2 Reorganisation costs associated with a cost reduction programme that was implemented towards the end of the year across the Group.
13. GOODWILL
COST AND CARRYING AMOUNT
£’000
At 1 May 2010 30,342
Exchange gain on translation of goodwill arising on acquisition of Lir 69
Adjustments to deferred consideration (200)
Goodwill arising on acquisition 309
At 30 April 2011 30,520
Exchange loss on translation of goodwill arising on acquisition of Lir (233)
Adjustments to deferred consideration (relating to Derwent Lynton) (2)
Adjustment to fair value of assets acquired (relating to Derwent Lynton) (5)
At 30 April 2012 30,280
Adjustments to deferred consideration payable set out above reflect the re-assessment of the amounts that have been paid or will 
be paid in respect of performance related deferred consideration for the acquisition of subsidiaries in previous years. Goodwill acquired 
in a business combination is allocated, at acquisition, to the cash-generating units (“CGUs”) that are expected to benefit from that 
business acquisition. Zetar Plc Annual report and accounts 2012 45 www.zetarplc.com
Year in review Corporate governance Financial statements
13. GOODWILL continued
COST AND CARRYING AMOUNT continued
The carrying amount of goodwill by CGU is as follows:
2012
£’000
2011
£’000
Kinnerton 16,421 16,421
Lir 2,588 2,821
Humdinger 10,969 10,969
Derwent Lynton 302 309
30,280 30,520
The Group tests annually for impairment or more frequently if there are indications that the goodwill might be impaired. The key 
assumptions used in the assessment of recoverable value in use are those regarding the discount rates, growth rates and expected 
changes in operating cash flows during the period.
The Group prepares profit and cash flow forecasts derived from the most recent financial budget and business plan which cover the 
period to 30 April 2015, approved by the Board, and extrapolated beyond that period up to 2021 (i.e. ten years ahead) using fixed 
growth rates based on the expectation of each CGU’s performance (Kinnerton growth rate 2.0%, Lir 2.0%, and Humdinger 2.0%) taking 
into account each CGU’s market position, the expected growth rates in each one’s respective market sector, its commercial opportunities 
and its expected operating costs. Management’s estimates of pre-tax cash flows are discounted using a discount rate determined 
on a pre-tax basis which reflects current market assessments of the time value of money and the risks specific to the CGUs.
The Directors have assessed the Group’s pre-tax WACC to be less than 10% and believe this to be the appropriate rate for each CGU, 
which is comparable to other listed food companies. A sensitivity analysis using a range of discount rates has been carried out in 
order to assess the impact on future cash flows of changes in interest rates or risk premium attaching to the Company’s cost of 
capital. When applying a pre-tax WACC of 10%, the Net Present Value remains positive for all of the CGUs. 
The results of the annual review of goodwill have not indicated impairment in the carrying value of goodwill. 
14. OTHER INTANGIBLE ASSETS
Trademarks
£’000
Customer
relationships
£’000
Total
£’000
Cost
At 1 May 2010 3 2,254 2,257
Exchange gain —1 1
At 30 April 2011 3 2,255 2,258
Exchange loss — (32) (32)
At 30 April 2012 3 2,223 2,226
Accumulated amortisation
At 1 May 2010 (3) (1,945) (1,948)
Amortisation charge — (170) (170)
At 30 April 2011 (3) (2,115) (2,118)
Amortisation charge — (29) (29)
Exchange gain —23 23
At 30 April 2012 (3) (2,121) (2,124)
Carrying amount
At 30 April 2011 — 140 140
At 30 April 2012 — 102 102
The Directors identified several customer relationships, licensing contracts and brands acquired via business combinations in 
prior years as meeting the definition of intangible assets under IAS 38 “Intangible Assets”. These assets have been amortised over 
their estimated useful economic lives. The useful life of customer relationships, which arose on the acquisition of Humdinger and 
Horsley, Hick & Flower, was assessed at an average of 2.2 years. The customer relationships associated with HHF were written off 
in full at the end of the financial year ended 2010 and those with Humdinger at the end of 2011. The licensing contract and customer 
relationships that were identified on the acquisition of Lir were assessed as having a useful life of three years and have now 
been fully written off. The Lir brand’s useful life was assessed as eight years; this remains the only element included in the 
above balance. Zetar Plc Annual report and accounts 2012 46 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
15. PROPERTY, PLANT AND EQUIPMENT
Freehold
property
£’000
Leasehold
improvements
£’000
Plant and
equipment
£’000
Fixtures and
fittings
£’000
Motor
vehicles
£’000
Total
£’000
Cost
At 1 May 2010 3,679 945 17,823 908 22 23,377
Additions 619 63 2,534 573 — 3,789
Acquisition of subsidiary undertakings — — 1,676 124 — 1,800
Disposal of property, plant and equipment — — (68) (36) — (104)
Exchange differences — 26 57 14 1 98
At 30 April 2011 4,298 1,034 22,022 1,583 23 28,960
Additions 436 195 1,855 666 — 3,152
Transfers 311 16 (302) (25) — —
Disposal of property, plant and equipment — — (140) (54) — (194)
Exchange differences — (122) (293) (48) — (463)
At 30 April 2012 5,045 1,123 23,142 2,122 23 31,455
Accumulated depreciation
At 1 May 2010 (543) (120) (7,300) (518) (10) (8,491)
Acquisition of subsidiary undertakings — — (1,517) (124) — (1,641)
Charge for the period (117) (58) (1,904) (184) (4) (2,267)
Transfers 64 — (64) — — —
Disposal of property, plant and equipment — — 47 3 — 50
Exchange differences — (3) (22) (3) — (28)
At 30 April 2011 (596) (181) (10,760) (826) (14) (12,377)
Charge for the period (146) (70) (2,134) (184) (3) (2,537)
Transfers (277) — 276 — 1 —
Disposal of property, plant and equipment — — 130 38 — 168
Exchange differences — 14 90 15 — 119
At 30 April 2012 (1,019) (237) (12,398) (957) (16) (14,627)
Carrying amount
At 30 April 2011 3,702 853 11,262 757 9 16,583
At 30 April 2012 4,026 886 10,744 1,165 7 16,828
The carrying amount of property, plant and equipment includes an amount of £133,000 (2011: £368,000) in respect of assets held 
under finance leases.
An amount of £85,000 (2011: £45,000) was received from third parties for items of property, plant and equipment sold during the year. 
16. INVENTORIES
2012
£’000
2011
£’000
Raw materials and consumables 12,409 9,805
Work in progress 2,053 1,236
Finished goods and goods for resale 4,516 5,412
18,978 16,453
Inventories have been presented net of a provision for slow-moving and obsolete stock of £0.4m (2011: £0.7m). 
17. TRADE AND OTHER RECEIVABLES
2012
£’000
2011
£’000
Trade receivables 14,657 22,145
Less: provision for impairment of receivables (52) (65)
Trade receivables – net of provisions 14,605 22,080
Other debtors 467 303
Prepayments and accrued income 2,845 2,552
17,917 24,935 Zetar Plc Annual report and accounts 2012 47 www.zetarplc.com
Year in review Corporate governance Financial statements
17. TRADE AND OTHER RECEIVABLES continued
Trade receivables represent debts due for the sale of goods to customers. The provision for impairment of receivables is estimated 
by the Group’s management based on prior experience. 
The balance at 30 April 2012 of £17.9m is £7.0m lower than the prior year due predominantly to the timing of Easter which was 
two weeks earlier than in 2011 and hence the cash collection for a proportion of Easter sales occurred pre-year end, as opposed 
to post-year end in the prior year. 
Trade receivables are denominated predominantly in Sterling. The Directors consider that the carrying amount of trade and other 
receivables approximates to their fair value. Trade and other receivables are categorised as loans and receivables under IAS 39. 
Of the total net trade receivables balance, £1,239,000 (2011: £1,944,000) is outside the credit terms given by the Group and past due. 
This includes an amount of £340,000 which is over 90 days past due (2011: £276,000). Management considers that this balance 
continues to be recoverable.
The movement in the provision for the impairment of trade receivables was as follows:
2012
£’000
2011
£’000
Balance at beginning of the year 65 95
Charged to the income statement 2 5
Utilised (15) (35)
Balance at end of the year 52 65
18. TRADE AND OTHER PAYABLES
2012
£’000
2011
£’000
Trade payables 18,373 16,771
Other taxation and social security 3,285 4,080
Accruals and deferred income 2,046 3,934
Other creditors 305 290
24,009 25,075
The Directors consider that the carrying amount of trade and other payables approximates to their fair value. £2,681,000 
(2011: £2,767,000) of trade payables are denominated in currencies other than Sterling, principally the Euro.
19. OBLIGATIONS UNDER FINANCE LEASES
Minimum
lease payments
Present value of
minimum lease payments
2012
£’000
2011
£’000
2012
£’000
2011
£’000
Leases expiring:
– within one year 15 75 15 75
– between one and five years — 15 — 15
15 90
15 90
Less future finance costs — —
Present value of lease obligations 15 90
Amount due for settlement within twelve months 15 75
Amount due for settlement after twelve months — 15
Leases are negotiated for an average term of five years (2011: five years). Interest rates are fixed at the contract date. All leases 
are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. All lease obligations 
are denominated in Sterling except for £nil (2011: £3,728), which is denominated in Euros. The carrying amount of the Group’s 
finance lease liabilities approximates to their fair value. The Group’s obligations under finance leases are secured by the lessors’ 
charges over the assets concerned. The average effective interest rate on finance leases was 2.2% (2011: 3.1%). Zetar Plc Annual report and accounts 2012 48 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
20. BORROWINGS AND OVERDRAFTS
2012
£’000
2011
£’000
Bank loans and overdraft 14,740 19,045
The borrowings are repayable as follows:
– on demand or within one year 11,509 14,509
Amounts due for settlement within twelve months 11,509 14,509
Amounts due for settlement after more than twelve months:
– between one and two years 1,599 1,835
– between two and five years 1,543 2,701
– over five years 89 —
3,231 4,536
The weighted average interest rates paid on the above borrowings were: bank loans and overdrafts 2.8% (2011: 3.2%).
The bank loans and overdrafts comprise amounts drawn down under bank overdraft/revolving credit and asset based lending facilities 
of £9,867,000 (2011: £12,923,000) and amortising bank loans and asset finance of £4,873,000 (2011: £6,122,000). These borrowings 
are secured on the assets of the Group. The Directors consider that the carrying amount of bank loans and overdrafts approximate 
to their fair value at the year end. Bank loans and overdrafts are denominated in Sterling. 
Further details of the Group’s financial risk management activities are given in note 31. 
21. DEFERRED TAX
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 24% (2011: 26%).
The deferred tax liabilities and assets, and movements thereon, recognised by the Group are set out below:
Deferred tax liabilities Deferred tax assets
Intangible
assets
£’000
Accelerated
tax
depreciation
£’000
Total
£’000
Share-based
payments
£’000
Other
£’000
Total
£’000
At 1 May 2010 20 (1,625) (1,605) 5 208 213
Credit/(charge) to income 25 (123) (98) 6 (70) (64)
Acquisition of subsidiaries — (47) (47) — — —
At 30 April 2011 45 (1,795) (1,750) 11 138 149
Credit/(charge) to income 2 120 122 (11) 83 72
At 30 April 2012 47 (1,675) (1,628) — 221 221
It has been announced that, effective from 1 April 2012, the main rate of UK corporation tax would reduce from 26.0% to 24.0%. 
This became substantively enacted on 26 March 2012 and therefore this is the rate used to calculate deferred tax assets and liabilities. 
The effect of this change in rate has been to reduce the deferred tax charge by £114,000.
22. SHARE CAPITAL
2012
£’000
2011
£’000
Authorised
20,000,000 (2011: 20,000,000) ordinary shares of £0.10 each 2,000 2,000
Issued and fully paid
13,256,090 (2011: 13,238,695) ordinary shares of £0.10 each 1,326 1,324
The movement in issued share capital during the period was as follows:
Shares
000s
Share capital
£’000
Issue price
£
Gross issue
£’000
1 May 2010 13,239 1,324
Issued during the year ——— —
30 April 2011 13,239 1,324 
Issued during the year 17 2 2.00 35
30 April 2012 13,256 1,326
The Group acquired 230,000 of its own shares during October and November 2011 for £0.5m and this is deducted from retained 
earnings within the equity reserves note 24; these shares are held as treasury shares. 8,532 shares relating to the 2008 LTIP 
scheme vested in the year, therefore 693,468 shares are held as treasury shares at 30 April 2012 (2011: 472,000 shares). Zetar Plc Annual report and accounts 2012 49 www.zetarplc.com
Year in review Corporate governance Financial statements
22. SHARE CAPITAL continued
SHARE OPTIONS AND LTIP AWARDS 
The following tranches of share options and LTIP shares were outstanding at the year end:
Type of scheme
Outstanding 
options
2012
Outstanding
options
2011
Exercise
price
 £
Exercise
period
from
Exercise
period
to
Enterprise Management Incentive Scheme 49,999 49,999 2.00 18/03/2008 18/03/2015
Enterprise Management Incentive Scheme 234,999 239,999 2.00 20/05/2008 20/05/2015
Enterprise Management Incentive Scheme 8,142 8,142 2.95 03/01/2009 03/01/2016
Employee Benefit Trust — 1,557,705 2.00 18/04/2005 18/04/2012
Unapproved Share Options — 17,395 2.00 12/09/2005 13/04/2012
A warrants — 255,741 2.00 13/04/2005 13/04/2012
B warrants — 184,189 2.00 13/04/2008 13/04/2012
Options 293,140 2,313,170
2008 LTIP awards — 163,339 — n/a n/a
2009 LTIP awards 586,628 586,628 — n/a n/a
2010 LTIP awards 298,105 298,105 — n/a n/a
2011 LTIP awards 342,127 — — n/a n/a
LTIPs 1,226,860 1,048,072
Based on the latest possible exercise date, the weighted average remaining contractual life of the options in respect of the current 
and previous financial years is 3.0 years (2011: 1.4 years).
As at 30 April 2012, a total of 293,140 (2011: 2,313,170) options and warrants were exercisable at between £2.00 and £2.95 per 
share within the exercise periods outlined in the above table.
The adjusted diluted EPS of 33.8p per share for the current financial year has resulted in a partial vesting of the 2009 LTIP scheme 
subsequent to the year end whereby 393,039 shares have vested. The 2010 and 2011 awards vest only if EPS growth targets, as 
set by the Remuneration Committee, are met at the end of the years ending 30 April 2013 and 2014 respectively.
During the year all of the remaining Unapproved Share Options were exercised, the A and B warrants and Employee Benefit Trust 
share options expired, and 8,532 of the 163,339 shares pertaining to the 2008 LTIP scheme vested.
23. SHARE PREMIUM ACCOUNT
Share 
premium
£’000
Merger 
reserve
£’000
At 1 May 2010 28,266 3,411
Shares issued — —
At 30 April 2011 28,266 3,411
Shares issued 33 —
At 30 April 2012 28,299 3,411
The merger reserve represents the premium on shares issued to the vendors of Kinnerton (in the year ended 30 April 2006), 
Humdinger (in the year ended 30 April 2007) and Lir (in the year ended 30 April 2008). Zetar Plc Annual report and accounts 2012 50 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
24. EQUITY RESERVES
Equity reserve
Retained
earnings
£’000
Foreign 
currency 
translation
reserve
£’000
Share-based
payment
£’000
Total
£’000
At 1 May 2010 1,044 1,045 2,089 6,665
Share-based payment charge — 330 330 —
Exchange gains on translation of foreign operations 245 — 245 —
Purchase of own shares ——— (525)
Profit for the year ——— 4,482
At 30 April 2011 1,289 1,375 2,664 10,622
Share-based payment charge — 231 231 —
Share options lapsed — (383) (383) 383
Exchange losses on translation of foreign operations (722) — (722) —
Dividends paid ——— (288)
Purchase of own shares ——— (506)
Profit for the year ——— 1,979
At 30 April 2012 567 1,223 1,790 12,190
The equity reserve comprises: (i) the exchange gain/loss arising on translation of the net assets of overseas operations Kinnerton 
(Confectionery) Australia Pty Limited and Lir Chocolates Limited into Sterling at the balance sheet dates; and (ii) share-based payments 
charged to the income statement as well as the deferred tax effects arising on the recognition of deferred tax assets in respect of 
temporary differences related to all share-based incentives.
25. RECONCILIATION OF CASH FLOW TO MOVEMENT IN NET DEBT
2012
£’000
2011
£’000
Increase/(decrease) in cash and cash equivalents 2,855 (2,129)
Cash outflow/(inflow) from movement in debt financing 1,249 (1,826)
Cash outflow from movement in lease financing 75 91
Movement in net debt arising from cash flows 4,179 (3,864)
Other non-cash changes (129) 96
Net debt at the start of the year (14,853) (11,085)
Net debt at 30 April (10,803) (14,853)
26. ANALYSIS OF NET DEBT
2012
£’000
2011
£’000
Cash at bank 3,952 4,282
Bank overdraft (9,867) (12,923)
(5,915) (8,641)
Debt due within one year (1,642) (1,586)
Debt due after one year (3,231) (4,536)
Finance leases (15) (90)
Net debt at 30 April (10,803) (14,853) Zetar Plc Annual report and accounts 2012 51 www.zetarplc.com
Year in review Corporate governance Financial statements
27. LEASING COMMITMENTS
2012
£’000
2011
£’000
Minimum lease payments under operating leases recognised in the year 1,561 1,453
At 30 April 2012 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases, which fall due as follows:
2012
£’000
2011
£’000
Within one year 1,294 1,163
In the second to fifth years inclusive 2,614 2,876
After five years 2,825 3,124
6,733 7,163
Operating lease payments represent rentals payable by the Group for certain of its properties and plant and equipment. Leases are 
negotiated for an average term of five years (2011: four years).
28. OTHER FINANCIAL COMMITMENTS
The Group minimises its exposure to adverse raw material price changes by entering into forward purchases to cover known customer 
requirements typically for between six and nine months. At 30 April 2012 the Group had financial commitments of £21.0m (2011: £15.1m) 
in respect of forward contracts for the purchase of raw materials. 
Capital expenditure commitments outstanding at 30 April 2012 amounted to £0.4m (2011: £0.3m).
29. FINANCIAL ASSETS AND LIABILITIES BALANCE SHEET CLASSIFICATION
Financial assets included in the balance sheet relate to the following IAS 39 categories:
2012
£’000
2011
£’000
Loans and receivables 19,024 26,665
Total financial assets 19,024 26,665
These financial assets are included in the balance sheet within the following headings:
2012
£’000
2011
£’000
Current assets
Trade receivables and other debtors (note 17) 15,072 22,383
Cash and cash equivalents 3,952 4,282
Total financial assets 19,024 26,665
2012
£’000
2011
£’000
Financial liabilities measured at amortised cost (35,464) (40,040)
Financial liabilities held for trading at fair value through profit or loss (731) (157)
Total financial liabilities (36,195) (40,197)
These financial liabilities are included in the balance sheet within the following headings:
2012
£’000
2011
£’000
Current liabilities
Trade and other payables (note 18) (20,724) (20,995)
Derivative financial instruments (note 30) (731) (157)
Borrowings and overdrafts (note 20) (11,509) (14,509)
Non-current liabilities
Borrowings (note 20) (3,231) (4,536)
Total financial liabilities (36,195) (40,197) Zetar Plc Annual report and accounts 2012 52 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
29. FINANCIAL ASSETS AND LIABILITIES BALANCE SHEET CLASSIFICATION continued
VALUATION HIERARCHY
Financial instruments carried at fair value by valuation method: 
2012
Level 3 
1
2011
Level 3
1
 
Liabilities
Foreign exchange forward contracts and interest rate swaps (731) (157)
2012
Level 3 
1
2011
Level 3
1
 
Balance: 1 May (157) (406)
Unrealised (losses)/gains
2
(574) 249
Balance: 30 April (731) (157)
1  The valuation is based on data that is not observable on an exchange or index/market. 
2  The unrealised loss of £0.6m (2011: gain of £0.2m) has been based on movements in unobservable market data from third parties and the impact has been included within 
finance costs and income in the adjusting items column on the face of the income statement.
30. DERIVATIVE FINANCIAL INSTRUMENTS
The Group enters into derivative financial instruments in order to manage its exposure to interest rate and foreign exchange rate 
fluctuations. These instruments are held purely for hedging purposes and the Group does not trade in financial derivatives. The financial 
derivatives are held in the balance sheet at their fair value, with changes in fair value being recorded in profit or loss. For technical 
reasons, these instruments have not been designated as hedging instruments for accounting purposes.
The fair values for these contracts have been calculated by the providers with reference to relevant market interest and foreign 
exchange rates as follows:
2012
£’000
2011
£’000
Interest rate swaps (449) —
Forward foreign exchange contracts (282) (157)
(731) (157)
31. FINANCIAL RISK MANAGEMENT
The principal aims of the Group’s financial risk management activities are to monitor and address the risks arising from the Group’s 
internal and external funding requirements, optimise net interest cost after tax and manage financial risk arising from the international 
trading of the Group, principally interest rate and foreign currency risk. Given the size of the Group the Directors have not delegated 
the responsibility for monitoring financial risk management to a sub-committee of the Board. The policies set by the Board are 
implemented by the Group’s senior managers.
LIQUIDITY RISK
At 30 April 2012 the Group’s liabilities have the following contractual maturities:
Current
£’000
Non-current
within 
five years
£’000
Non-current
within 
five years
£’000
Trade and other payables 24,009 — —
Deferred consideration 36 — —
Obligations under finance leases 15 — —
Derivative financial instruments 731 — —
Borrowings and overdraft 11,557 3,226 92
36,348 3,226 92
The Board seeks to achieve a balance between certainty of funding with committed facilities and a flexible cost-effective structure. 
At 30 April 2012 the Group had total bank facilities of £41.9m (2011: £43.1m) of which £14.7m (2011: £19.0m) was drawn down 
(including overdraft utilisation). Zetar Plc Annual report and accounts 2012 53 www.zetarplc.com
Year in review Corporate governance Financial statements
31. FINANCIAL RISK MANAGEMENT continued
INTEREST RATE RISK
The Group has both interest-bearing assets and interest-bearing liabilities, with the main interest rate risk arising on the drawn down 
bank facilities. The Group typically uses interest rate swap arrangements to address this. During the year, the Group entered into 
three year interest rate swap arrangements to fix its exposure, post-year end, to movements in market interest rates in respect of 
its seasonal borrowing profile. 
The interest rate profile of the Group’s borrowings at 30 April 2012 was as follows:
2012 2011
Currency
Total
£’000
Floating
rate
£’000
Fixed
rate 
£’000
Total
£’000
Floating
rate
£’000
Fixed
rate
£’000
Sterling 14,740 14,740 — 19,045 19,045 —
Interest rates are considered to be as low as they can go. The following table illustrates the sensitivity of the net result for the year 
and equity to a change in interest rates of 1%, with effect from the beginning of the year. These changes are considered to be reasonably 
possible based on observation of current market conditions. The calculation is based on the Group’s financial instruments, including 
derivative financial instruments held during the financial year ended 30 April 2012. All other factors are held constant.
2012
£’000
2011
£’000
Impact on income (235) (248)
CURRENCY RISK
The Group trades internationally, giving rise to exposure to changes in foreign exchange rates, particularly the US Dollar and the Euro. 
The Group takes out forward currency contracts in respect of the majority of committed overseas commodity purchases. These financial 
instruments are fair value hedges. Foreign currency denominated financial assets and liabilities, translated into Sterling at the closing 
exchange rate, were as follows:
2012 2011
US Dollar
£’000
Euro
£’000
AUS Dollar
£’000
US Dollar
£’000
Euro
£’000
AUS Dollar
£’000
Financial assets 1,102 1,459 1,164 293 1,927 1,356
Financial liabilities (448) (3,063) (138) (261) (3,885) (286)
Short-term exposures (maturing in less than one year) 654 (1,604) 1,026 32 (1,958) 1,070
The functional currency of Lir, the Group’s Irish subsidiary, is the Euro. At 30 April 2012, Lir had financial assets of £1,105,000 
(2011: £1,161,000) and financial liabilities of £2,701,000 (2011: £3,289,000) denominated in Sterling.
FOREIGN EXCHANGE SENSITIVITY ANALYSIS
The table below provides the sensitivity of foreign exchange rates to a 10% increase and that impact on equity for the financial 
years presented below: 
2012 2011
US Dollar
£’000
Euro
£’000
AUS Dollar
£’000
US Dollar
£’000
Euro
£’000
AUS Dollar
£’000
Financial assets (100) (133) (106) (27) (175) (123)
Financial liabilities 41 278 13 24 353 26
Closing spot rates at 30 April 1.626 1.226 1.556 1.667 1.125 1.528
The table below represents the impact on Group income that a 10% appreciation of the sterling exchange rate on forward foreign 
currency contracts held by the Group at the end of the financial years presented: 
2012
£’000
2011
£’000
Impact on income (873) (567)
The Group has a significant commitment relating to its forward currency contracts in US Dollars and Euros which represents 9.5% 
(2011: 5.4%) of cost of sales.  Zetar Plc Annual report and accounts 2012 54 www.zetarplc.com
Notes to the consolidated  
financial statements continued
FOR THE YEAR ENDED 30 APRIL 2012
31. FINANCIAL RISK MANAGEMENT continued
CREDIT RISK
The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date, 
as summarised below:
2012
£’000
2011
£’000
Classes of financial assets – carrying amounts
Cash and cash equivalents 3,952 4,282
Trade receivables 14,605 22,080
18,557 26,362
The Group minimises its exposure to credit related losses on certain smaller and overseas customers, in the event of non-performance 
by counterparties, via credit insurance coverage with established providers. The Group has policies which require credit checks on 
new customers before significant sales commence. Of the trade receivables at the end of 30 April 2012, 45% is due from the Group’s 
top three customers (2011: 51%) with whom there is no history of recoverability issues. Credit risk associated with liquid funds and 
other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external 
credit ratings.
32. RELATED PARTY TRANSACTIONS
The Kinnerton Pension Fund, of which Clive Beecham is a beneficiary, was paid £97,258 (2011: £97,258) in rent for land and buildings 
used by the Kinnerton (Confectionery) Company Limited. On 4 November 2011 a dividend of 2.25p was paid to all ordinary shareholders 
of Zetar Plc; this included the six Directors of the Company. The Directors’ share holdings at the year end are outlined in the Directors’ 
Remuneration Report on page 26.
33. GROUP COMPANIES
The financial statements consolidate the accounts of Zetar Plc and its subsidiary undertakings. A list of the principal subsidiaries 
at 30 April 2012 included in the consolidated accounts is set out below. All subsidiaries are wholly owned by the Group.
Name Country of incorporation Nature of business
Humdinger Limited England & Wales Processing and packing of nuts and dried fruit products
Kinnerton (Confectionery) Co. Limited England & Wales
Manufacture and wholesale of chocolate and 
other confectionery
Kinnerton (Confectionery) Australia Pty Limited Australia Wholesale of chocolate and other confectionery
Lir Chocolates Limited Republic of Ireland
Manufacturer of luxury brand and private label 
boxed chocolates
Zetar France SAS France
Sales and marketing of confectionery, snacks and 
other food products
Zetar Plc owns the entire issued share capital of non-trading companies Readifoods Limited and Zetar International Limited, both 
incorporated in England and Wales. Zetar International Limited owns the entire issued share capital of Kinnerton Hong Kong Limited, 
a company incorporated in Hong Kong. Other non-trading Group companies are listed in the accounts of the relevant subsidiaries 
of Zetar Plc.
During the year the Company formed a subsidiary, Zetar France SAS (“ZF”), incorporated in France with share capital of €50,000, 
in order to assist the Group in its development of sales into Europe. Zetar Plc Annual report and accounts 2012 55 www.zetarplc.com
Year in review Corporate governance Financial statements
Company balance sheet
AT 30 APRIL 2012
Note
2012
£’000
2011
£’000
Fixed assets
Tangible assets — 1
Investments 2 47,556 47,514
47,556 47,515
Current assets
Debtors – due within one year 3 8,309 7,214
Debtors – due after more than one year 3 83 83
Cash at bank and in hand 1,824 2,176
10,216 9,473
Creditors: amounts falling due within one year 4 (707) (638)
Net current assets 9,509 8,835
Total assets less current liabilities 57,065 56,350
Creditors: amounts falling due after more than one year 5 (750) (1,250)
Net assets 56,315 55,100
Capital and reserves
Called-up share capital 6 1,326 1,324
Share premium account 6 28,299 28,266
Merger reserve 3,411 3,411
Profit and loss account 7 23,279 22,099
Equity shareholders’ funds 56,315 55,100
The notes on page 56 to 57 form an integral part of these Company financial statements.
Approved by the Board on the 18 July 2012.
IAN BLACKBURN MARK STOTT
CHIEF EXECUTIVE GROUP FINANCE DIRECTOR
18 JULY 2012 Zetar Plc Annual report and accounts 2012 56 www.zetarplc.com
Notes to the  
Company financial statements
FOR THE YEAR ENDED 30 APRIL 2012
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The separate financial statements of the Company are presented as required by the Companies Act 2006.
1.1 BASIS OF PREPARATION
The separate financial statements of the Company have been prepared under the historical cost convention and in accordance 
with applicable United Kingdom accounting standards (“UK GAAP”).
1.2 INVESTMENTS
Investments are stated at cost less any provision for impairment.
1.3 FINANCIAL INSTRUMENTS
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. 
An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial 
liabilities. Where the contractual obligations of financial instruments are equivalent to a similar debt instrument, those financial 
instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and 
gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to 
produce a constant rate of return on the outstanding liability.
1.4 SHARE-BASED PAYMENTS
The Company has a number of share-based payment plans, in which certain senior employees participate. Accounting for these 
plans is in accordance with FRS 20. The disclosures required by FRS 20 are provided in the form of the disclosures required by IFRS 
2 “Share-based Payments”, which are included in note 10 to the consolidated financial statements of the Zetar Plc Group.
1.5 TAXATION
Corporation tax payable is provided at the current rate. Deferred tax is recognised in respect of all timing differences that have 
originated but not reversed at the balance sheet date where transactions that result in an obligation to pay more tax in the future 
or a right to pay less tax in the future have occurred at the balance sheet date.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can 
be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing 
differences can be deducted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which 
the timing differences are expected to reverse, based on tax rates and laws that have been enacted substantively at the balance 
sheet date. Deferred tax is measured on a non-discounted basis.
1.6 PROFIT AND LOSS ACCOUNT
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present its own profit and loss account 
for the year. Zetar Plc Group reported a profit for the year ended 30 April 2012 of £1,455,000 (2011: £2,004,000). Audit fees 
in respect of the Company are disclosed in note 6 of the consolidated financial statements of the Zetar Plc Group.
2. INVESTMENTS
SHARES IN SUBSIDIARY UNDERTAKINGS
2012
£’000
2011
£’000
Balance at 1 May 47,514 47,514
Additions 42 —
Balance at 30 April 47,556 47,514 
A full list of the Company’s subsidiaries is included in note 33 to the consolidated financial statements of the Zetar Plc Group.
Investments in subsidiaries are recorded at cost less any provision for impairment.
During the year the Company formed a subsidiary, Zetar France SAS (“ZF”), incorporated in France with share capital of €50,000, 
the purposes of which are as follows: 
 — sales and marketing of food products;
 — provision of sales, marketing and administrative services to affiliated companies in the Group; and
 — more generally to conduct transactions of any type which pertain, either directly or indirectly, to the Company’s corporate 
purpose and which are likely to enhance the implementation, extension or development of corporate strategy. Zetar Plc Annual report and accounts 2012 57 www.zetarplc.com
Year in review Corporate governance Financial statements
3. DEBTORS
2012
£’000
2011
£’000
Amounts due within one year
Amounts due from subsidiary undertakings 7,841 6,652
Corporation tax recoverable 197 179
Prepayments and accrued income 271 383
8,309 7,214
Amounts due after more than one year
Deferred tax asset 83 83
8,392 7,297 
4. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2012
£’000
2011
£’000
Bank loans and overdrafts (500) (500)
Trade creditors (49) (33)
Amounts owed to other Group companies (44) —
Other creditors:
– taxation and social security (7) —
– accruals (107) (105)
(707) (638)
5. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2012
£’000
2011
£’000
Bank loans and overdrafts:
– due between one and two years (500) (1,000)
– due between two and five years (250) (250)
Total borrowings (750) (1,250)
The bank loans, together with those falling due within one year, are secured on the assets of the Zetar Plc Group.
6. CALLED-UP SHARE CAPITAL, SHARE PREMIUM ACCOUNT AND MERGER RESERVE
Details of the Company’s called-up share capital, share premium account and merger reserve are disclosed in notes 22 and 23 
of the consolidated financial statements of the Zetar Plc Group.
7. PROFIT AND LOSS ACCOUNT
2012
£’000
2011
£’000
Balance as at the beginning of the year 22,099 20,290
Profit for the year 1,455 2,004
Share-based payment 231 330
Purchase of own shares (506) (525)
At end of the year 23,279 22,099
8. SHARE-BASED PAYMENT
Recent performance of the Group has resulted in management reassessing the amount of shares expected to vest and as a result 
a charge of £231,086 (2011: £329,672) to the profit and loss account has arisen. Refer to note 10 for additional disclosures that 
meet the requirements of both FRS 20 “Share-based Payments” and IFRS 2 contained in the consolidated financial statements 
of the Zetar Plc Group.
9. RELATED PARTY TRANSACTIONS
The Company has taken advantage of the exemptions within FRS 8 (revised) “Related Party Disclosures” and has not disclosed transactions 
with other wholly owned Group companies. The transactions with Clive Beecham and other connected parties disclosed in note 32 to 
the consolidated financial statements of the Zetar Plc Group are also related party transactions for the Company.  Zetar Plc Annual report and accounts 2012 58 www.zetarplc.com
Notice of  
Annual General Meeting
Notice is given that the 2012 Annual General Meeting of Zetar Plc (the “Company”) will be held at the offices of FTI Consulting, 
Holborn Gate, 26 Southampton Buildings, London WC2A 1PB at 10.00am on Monday 1 October 2012 for the following purposes:
TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTIONS AS ORDINARY RESOLUTIONS
1. To receive the Company’s annual accounts and Directors’ and auditor’s reports for the year ended 30 April 2012.
2.  To declare a dividend for the year ended 30 April 2012 of 3.0p per ordinary share to be paid on 2 November 2012 to all 
shareholders whose names appear on the register of members at 5 October 2012.
3. To re-appoint Marion Sears, who retires by rotation, as a Director of the Company.
4. To re-appoint Ian Blackburn, who retires by rotation, as a Director of the Company.
5. To re-appoint Grant Thornton LLP as auditor of the Company.
6. To authorise the Directors to determine the remuneration of the auditor.
7.  That, pursuant to section 551 of the Companies Act 2006 (the “Act”), the Directors be and are generally and unconditionally 
authorised to exercise all powers of the Company to allot Relevant Securities:
 7.1  comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £883,739 
(such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph 7.2 
of this resolution) in connection with a rights issue:
  7.1.1  to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective 
numbers of ordinary shares held by them; and
  7.1.2  to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, 
subject to such rights, as the Directors otherwise consider necessary,
  but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury 
shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements 
of any regulatory body or stock exchange; and
 7.2  otherwise than pursuant to paragraph 7.1 of this resolution, up to an aggregate nominal amount of £441,870 (such amount 
to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph 7.1 of this notice in 
excess of £441,870),
  provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next Annual 
General Meeting of the Company after the passing of this resolution or on 1 January 2014 (whichever is the earlier), save that, 
in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant 
Securities to be allotted after the authority expires and the Directors may allot Relevant Securities pursuant to any such offer or 
agreement as if the authority had not expired.
  In this resolution, “Relevant Securities” means shares in the Company or rights to subscribe for or to convert any security into shares 
in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right and a reference to the nominal 
amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to the 
nominal amount of the shares which may be allotted pursuant to that right.
  These authorities are in substitution for all existing authorities under section 551 of the Act (which, to the extent unused at the 
date of this resolution, are revoked with immediate effect).
TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS
8.  That, subject to the passing of resolution 7 and pursuant to sections 570 and 573 of the Act, the Directors be and are generally 
empowered to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authorities granted 
by resolution 7 and to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did 
not apply to any such allotment or sale, provided that this power shall be limited to:
 8.1  the allotment of equity securities or sale of treasury shares in connection with an offer of equity securities (whether by way 
of a rights issue, open offer or otherwise, but, in the case of an allotment pursuant to the authority granted by paragraph 
7.1 of resolution 7, such power shall be limited to the allotment of equity securities in connection with a rights issue):
  8.1.1  to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective 
numbers of ordinary shares held by them; and
  8.1.2  to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, 
subject to such rights, as the Directors otherwise consider necessary,
   but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to 
treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory 
or the requirements of any regulatory body or stock exchange; and Zetar Plc Annual report and accounts 2012 59 www.zetarplc.com
Year in review Corporate governance Financial statements
TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS continued
 8.2  the allotment of equity securities pursuant to the authority granted by paragraph 7.2 of resolution 7 or sale of treasury 
shares (in each case, otherwise than pursuant to paragraph 8.1 of this resolution) up to an aggregate nominal amount 
of £198,841, 
  and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next Annual General Meeting 
of the Company after the passing of this resolution or on 1 January 2014 (whichever is the earlier), save that the Company may 
make an offer or agreement before this power expires which would or might require equity securities to be allotted or treasury 
shares to be sold for cash after this power expires and the Directors may allot equity securities or sell treasury shares for cash 
pursuant to any such offer or agreement as if this power had not expired.
  This power is in substitution for all existing powers under sections 570 and 573 of the Act (which, to the extent unused at the 
date of this resolution, are revoked with immediate effect).
9.  That, pursuant to section 701 of the Act, the Company be and is generally and unconditionally authorised to make market 
purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10p each in the capital of the Company 
(“Shares”), provided that:
 9.1 the maximum aggregate number of Shares which may be purchased is 1,325,609;
 9.2 the minimum price (excluding expenses) which may be paid for a Share is 10p;
 9.3  the maximum price (excluding expenses) which may be paid for a Share is an amount equal to 105% of the average of the 
middle market quotations for a Share as derived from the Daily Official List of the London Stock Exchange plc for the five 
business days immediately preceding the day on which the purchase is made,
  and (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next Annual General Meeting 
of the Company after the passing of this resolution or on 1 January 2014 (whichever is the earlier), save that the Company may 
enter into a contract to purchase Shares before this authority expires under which such purchase will or may be completed or 
executed wholly or partly after this authority expires and may make a purchase of Shares pursuant to any such contract as if 
this authority had not expired.
By order of the Board
31 AUGUST 2012
Registered office: 1000 Highgate Studios, 53–79 Highgate Road, London NW5 1TL 
Registered in England and Wales No. 05308258
NOTES
ENTITLEMENT TO ATTEND AND VOTE
1.  The right to vote at the meeting is determined by reference to the register of members. Only those shareholders registered in the 
register of members of the Company as at 6.00pm on 27 September 2012 (or, if the meeting is adjourned, 6.00pm on the date 
which is two working days before the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect 
of the number of shares registered in their name at that time. Changes to entries in the register of members after that time shall 
be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the meeting.
PROXIES
2.  A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend 
and to speak and vote at the meeting. A proxy need not be a shareholder of the Company.
  A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise 
the rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy 
appointment relates to or specifying a number which, when taken together with the numbers of shares set out in the other proxy 
appointments, is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid.
 A proxy may only be appointed in accordance with the procedures set out in note 3 below and the notes to the form of proxy.
 The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting.
3.  A form of proxy is inserted in this annual report. When appointing more than one proxy, complete a separate form of proxy 
in relation to each appointment. The form of proxy may be photocopied. State clearly on each form of proxy the number of 
shares in relation to which the proxy is appointed.
  To be valid, a form of proxy must be received by post or (during normal business hours only) by hand at the offices of 
the Company’s registrar at Capita Registrars, PXS, 34 Beckenham Road, Beckenham BR3 4TU, no later than 10.00am on 
27 September 2012 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a 
working day) before the time of any adjourned meeting). Zetar Plc Annual report and accounts 2012 60 www.zetarplc.com
Notice of  
Annual General Meeting continued
NOTES continued
CORPORATE REPRESENTATIVES
4.  A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such 
representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual 
shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) 
they do not do so in relation to the same shares.
DOCUMENTS AVAILABLE FOR INSPECTION
5.  The following documents will be available for inspection during normal business hours at the registered office of the Company 
from the date of this notice until the time of the meeting. They will also be available for inspection at the place of the meeting 
from at least 15 minutes before the meeting until it ends:
 5.1 copies of the service contracts of the Executive Directors; and
 5.2 copies of the letters of appointment of the Non-executive Directors.
BIOGRAPHICAL DETAILS OF DIRECTORS
6.  Biographical details of all those Directors who are offering themselves for re-appointment at the meeting are set out on page 16 
of the enclosed annual report and accounts.
EXPLANATORY NOTES ON THE PROPOSED RESOLUTIONS
The explanatory notes below summarise the purpose of certain of the resolutions to be voted on by the shareholders at this year’s 
Annual General Meeting.
RESOLUTION 7: AUTHORITY TO ALLOT SHARES
The directors of a company may only allot shares if they have been authorised to do so by shareholders in general meeting. 
Resolution 7 authorises the Directors to allot shares in the capital of the Company up to an aggregate level of £883,739 
(which represents approximately two-thirds of the issued share capital as at 31 August 2012). This authority is given in respect 
of a rights issue, but this authority is reduced by the amount allotted pursuant to the general routine one-third allotment of 
£441,870 which is incorporated into resolution 7. If this additional authority is used and the amount raised in any rights issue 
is more than one-third of the Company’s pre-issue market capitalisation, all the Directors wishing to remain in office will stand 
for re-election at the next Annual General Meeting of the Company in accordance with guidelines issued by the Association of 
British Insurers.
RESOLUTION 8: DISAPPLICATION OF PRE-EMPTION RIGHTS
Resolution 8, which will be proposed as a special resolution, renews a similar authority given at last year’s Annual General Meeting 
which, if passed, would enable the Directors to allot shares for cash on a non pre-emptive basis in limited circumstances. It is proposed 
to authorise the Directors to issue shares for cash up to an aggregate nominal amount of £198,841 (which represents approximately 
15% of the Company’s issued share capital as at 31 August 2012), without having to first offer them to shareholders in proportion 
to their existing holdings.
RESOLUTION 9: PURCHASE BY THE COMPANY OF ITS OWN SHARES
This resolution, which will be proposed as a special resolution, seeks to renew a similar authority granted at the Company’s last 
Annual General Meeting. If passed, it will allow the Company to buy back up to 1,325,609 ordinary shares in the market (representing 
approximately 10% of the Company’s issued share capital as at 31 August 2012). The minimum and maximum prices for such a purchase 
are set out in the resolution. The Directors have no current intention of exercising this authority and would only do so if they were 
satisfied that the purchase would be likely to result in an increase in expected earnings per share and would be in the best interests 
of shareholders generally. Zetar Plc Annual report and accounts 2012 61 www.zetarplc.com
Shareholder information
FINANCIAL CALENDAR 
30 April 2012  Financial year end 
18 July 2012  Announcement of preliminary results 
1 October 2012  Annual General Meeting 
3 October 2012 Ex-dividend
31 October 2012  Interim period end 
2 November 2012 Dividend payment date
January 2013  Announcement of interim results 
SHAREHOLDER PROFILE
 55.8% top ten institutions
  17.8% Directors’ and 
related holdings
 26.4% other investors
 
In addition to the Directors’ holdings set out in the Remuneration 
Report on pages 23 to 26, the Company has been notified of the 
following interests of 3% or more in its issued ordinary share 
capital as at 15 August 2012: 
10p ordinary
shares
% of shares
in issue
Close Asset Management 1,424,079 10.7
Henderson Global Investors 1,172,285 8.8
Ennismore Fund Management 1,101,165 8.3
Universities Superannuation Scheme 834,500 6.3
Foreign & Colonial Asset Management 796,766 6.0
Zetar Plc EBT Trustees 693,468 5.2
Unicorn Asset Management 536,600 4.0
Octopus Investments 469,238 3.5
Farringdon Capital Management 439,893 3.3
WEBSITE 
The website www.zetarplc.com contains the corporate and financial 
information and copies of the interim and annual financial 
statements which may be downloaded. This site allows access 
to all Group operating divisions and subsidiary websites. 
ADMINISTRATIVE ENQUIRIES 
All enquiries relating to individual shareholder matters should 
be made to the registrar at: Capita Registrars, The Registry, 
34 Beckenham Road, Beckenham, Kent BR3 4TU.
The registrar will assist with enquiries regarding any change 
of circumstances (e.g. name, address, bank account details, 
bereavement, lost certificates, dividend payment and transfer 
of shares). All correspondence should be clearly marked 
“Zetar Plc” and quote the full name and address of the 
registered holder of the shares. 
Shareholder information, together with a range of online services 
for Zetar Plc shareholders, is also available at the registrar’s 
website: www.capitaregistrars.com. This website may also be 
accessed directly from the Zetar Plc website: www.zetarplc.com. 
SHARE PRICE 
The mid-market share price of Zetar Plc ordinary 10p shares 
at the close of the following dates was:
1 May 2011 £2.08
30 April 2012 £1.81
18 July 2012 £2.09 
The current share price of Zetar Plc ordinary shares of 10p 
can be obtained via the link to the website of the London Stock 
Exchange www.londonstockexchange.com and entering Zetar 
or Ztr. Alternatively, it may be accessed through FT Cityline 
by dialling 0905 8171690 (calls cost 77p per minute).
CONSOLIDATION OF SHARE CERTIFICATES 
If your total registered shareholding is represented by several 
share certificates, you may wish to have these replaced by one 
consolidated certificate. There is no charge for this service. 
You should send your share certificate to Zetar Plc’s registrar, 
together with a letter of instruction. 
INVESTOR RELATIONS 
For further copies of the annual financial statements or other 
investor relations enquiries, please contact: FTI Consulting, 
Holborn Gate, 26 Southampton Buildings, London WC2A 1PB.
COMPANY SECRETARY
Susan Fadil, TMF Corporate Secretarial Services Ltd,  
6 St Andrew Street, London EC4A 3AE.
COMPANY REGISTRATION 
Registered office: 1000 Highgate Studios,  
53–79 Highgate Road, London NW5 1TL.
Registered number: 05308258. Registered in England.
Timeline
ZETAR PLC 
December 2004 Zetar Plc incorporated. 
January 2005 AIM admission and raising of £0.75m at £1.00 per share. 
April 2005 Acquisition of Kinnerton Group Limited for £32m and fundraising of £10.25m at £2.00 per share.
March 2006  Acquisition of Readifoods Limited for up to £4.2m and fundraising of £2.38m at £3.50 per share. 
July 2006  Acquisition of Humdinger Limited for up to £12.975m and fundraising of £11.2m at £4.00 per share.
October 2006 Acquisition of Horsley, Hick & Flower for up to £2.25m.
December 2007 Acquisition of Lir Chocolates Limited for up to €8.0m and fundraising of £4.0m at £5.60 per share.
February 2009 Share placing of £2.0m at 120p per share. 
April 2011 Acquisition of Derwent Lynton for £483,000 cash consideration plus £36,000 deferred consideration.
November 2011 Maiden dividend paid. www.zetarplc.com
1000 Highgate Studios 
53–79 Highgate Road 
London NW5 1TL 
+44 (0)20 7284 9500
ZETAR PLC
REGISTERED OFFICE
1000 Highgate Studios  
53–79 Highgate Road 
London NW5 1TL 
Telephone: +44 (0)20 7284 9500 
Website: www.zetarplc.com 
Principal subsidiaries  
and trading divisions
CONFECTIONERY DIVISION
KINNERTON (CONFECTIONERY) 
CO. LIMITED 
1000 Highgate Studios  
53–79 Highgate Road  
London NW5 1TL 
Telephone: +44 (0)20 7284 9500 
Website: www.kinnerton.com 
NATURAL SNACKS DIVISION
HUMDINGER LIMITED
Gothenburg Way 
Sutton Fields Industrial Estate 
Kingston Upon Hull HU7 0YG 
Telephone: +44 (0)1482 625 790
Website: www.humdinger-foods.co.uk
LIR CHOCOLATES LIMITED
Navan IDA Business Park  
Johnstown  
Navan 
Co. Meath  
Ireland
Telephone: +353 (0)46 909 1046
ZETAR FRANCE SAS
2 Allée de la Laiterie 
59650 Villeneuve D’ascq 
France
Telephone: +33 (0)3 66 88 06 91