Annual Report & Accounts
2012 Contents
Wynnstay Group manufactures and supplies agricultural products to farmers 
and the wider rural community in Wales, the Welsh border counties, the 
Midlands, Lancashire and Yorkshire.
The Group operates two core divisions, Agricultural Supplies and Specialist 
Retail which includes the Country Store Business and the Dedicated Pet 
Products activity. 
Additionally the Group has interests in Joint Ventures and an  
Associate Company. 
Financial Highlights............................................................................................................. 1
Advisers .................................................................................................................................... 2
Directors .................................................................................................................................. 3
Our Business at a Glance  ................................................................................................. 4
Chairman’s Statement ........................................................................................................ 6
Chief Executive’s Review .................................................................................................10
Finance Director’s Statement ........................................................................................14
Directors’ Report .................................................................................................................18
Corporate Governance ......................................................................................................20
Independent Auditors Report .........................................................................................23
Consolidated Statement of Comprehensive Income ............................................24
Consolidated and Company Balance Sheet .............................................................25
Consolidated and Company Statement of Changes in Equity ..........................26
Consolidated and Company Cash Flow Statement ...............................................27
Principal Accounting Policies ........................................................................................28
Notes to the Financial Statement ................................................................................32
Notice of Annual General Meeting ..............................................................................55
Financial Calendar .............................................................................................................57
Delivering sustainable 
growth on a solid foundation 1 Wynnstay Group Plc Annual Report & Accounts 2012
Financial Highlights
Growth Record
 2012 2011
Group Revenue £375.78 million £346.18 million
Earnings per Share 34.99 pence 30.23 pence
Shareholders’ Funds £56.83 million £51.70 million
Group EBITDA £10.97 million £10.07 million
Group Pre Tax Profit* £7.82 million £6.94 million
Dividend per Share 8.50 pence 7.80 pence
*Group pre-tax profits include the Group’s share of pre-tax profits from joint ventures and associate investments
Earnings per Share (pence)
34.99p
(2011: 30.23p)
+16%
Dividend per Share (pence)
8.50p
(2011: 7.80p)
+9%
Group Revenue (£m)
£375.78m
(2011: £346.18m)
+9%
Group Pre Tax Profits* (£m)
£7.82m
(2011: £6.94m)
+13%
346.18
375.78
243.74
214.95
234.60
157.00
2011
2012
2010
2009
2008
2007
110.90 2006
6.94
7.82
5.95
5.20
5.22
3.25
2011
2012
2010
2009
2008
2007
2.64 2006
2011
2012
2010
2009
2008
2007
30.23
34.99
27.48
26.42
29.26
19.63
19.12 2006
7.80
8.50
7.10
6.50
6.00
5.50
2011
2012
2010
2009
2008
2007
5.25 2006 2 www.wynnstay.co.uk
Advisers
Directors E G Owen
 J J McCarthy 
 J C Kendrick 
 J E Davies
 Lord Carlile CBE QC
 B P Roberts 
 K R Greetham 
 D A T Evans 
 
Secretary B P Roberts
 
Company Number 2704051
 
Registered Office Eagle House
 Llansantffraid-Ym-Mechain
 Powys
 SY22 6AQ
 
Auditors KPMG Audit Plc
 8 Princes Parade
 Liverpool
 L3 1QH
 
Principal Bankers HSBC PLC                
 Corporate Banking Centre
 3 Rivergate
 Bristol
 BS1 6ER
Nominated Shore Capital Limited
Advisor & Bond Street House
Stockbroker 11 Clifford Street
 London
 W1S 4JU                
 
Registrars Neville Registrars Limited
 Neville House
 18 Laurel Lane
 Halesowen
 West Midlands
 B63 3DA
 
Solicitor Harrisons Solicitors LLP  DWF LLP
 11 Berriew Street  5 St Paul’s Square
 Welshpool  Old Hall Street
 Powys  Liverpool
 SY21 7SL  L3 9AE 3 Wynnstay Group Plc Annual Report & Accounts 2012
Board of Directors
1 2 3 4
5 6 7 8
1.  Edward Gareth Owen  
(age 64)
 Non-executive Chairman
  Gareth became Chairman of 
the Board in April 2012. He 
joined the Board of Wynnstay 
& Montgomeryshire Farmers 
Limited in 1985. Gareth is a 
director of Celtic Pride Ltd.
2.   James John McCarthy  
(age 57)
 Non-executive Vice Chairman
  Jim joined the Board in July 2011. 
He has a wealth of corporate and 
management experience from 
a background in the retailing 
industry which spans over 38 
years. He is currently Chief 
Executive Officer of Poundland 
Ltd.
3.   Kenneth Richard Greetham  
(age 53)
 Chief Executive
  Ken joined the Board in 2008 
when he became Chief Executive. 
He joined Wynnstay in 1997, 
following the integration of 
Shropshire Grain  
into Wynnstay.
 
4.  Bryan Paul Roberts  
 (age 49)
 Finance Director
  Paul joined the Board in 1997 
when he also became Company 
Secretary. He joined Wynnstay 
& Montgomeryshire Farmers 
Limited in 1987.
5.   David Andrew Thomas Evans 
(age 44)
 Retail Director
  Andrew joined the Board in 
2008. Andrew was previously the 
General Manager of Wynnstay’s 
Retail division, he joined 
Wynnstay in 1996.
6.  John Eric Davies  
 (age 67)
 Non-executive Director
  John joined the Board of 
Wynnstay & Montgomeryshire 
Farmers Limited in 1980. He 
became Chairman of the Board 
in 1992 and chaired the Group 
until 2012.
7.   Jeffrey Charles Kendrick  
(age 65)
 Non-executive Director
  Jeff joined the Board in 1988 
and has been Managing Director 
of Wynnstay Fuels Ltd since it 
was established in 1989. He is  a 
director  and sole shareholder of 
Morrey Oils Limited.
8.  Lord Carlile CBE QC  
(age 64)
 Non-executive Director
  Lord Carlile CBE QC joined the 
Board in 1998 following a period 
as Chairman of the Company’s 
Special Share Trust. 4 www.wynnstay.co.uk
Our business at a glance
The Group has two complementary divisions, Agriculture and Specialist Retail as well as an interest in a number of Joint 
Ventures and an Associate Company.
The agriculture division covers the manufacturing and supply of a comprehensive range of agricultural inputs to customers 
throughout Wales, the West Midlands, Lancashire and Yorkshire.
Our Retail Division covers the supply of specialist agricultural and retail products to customers throughout 
Wales and the Midlands.
Agriculture
Specialist Retail
FEED DIVISION 
The Feed Division, which operates two compound feed mills and one blending plant, offers a full range 
of animal nutrition products to the agricultural market. The location of the mills allows for logistically 
efficient delivery of our products throughout our trading area, third party mills are also used to satisfy 
additional seasonal and geographic requirements. Both mills are multi species allowing the business 
to provide a broad range of products to service the requirements of ruminant and monogastric animals.
WYNNSTAY STORES 
The rural retail outlets are well established and provide a comprehensive range of products for farmers 
and rural dwellers. The stores, which now number 31 operating in North and Mid Wales and the West 
Midlands, supply a wide range of specialist products to farmers, smallholders and pet owners. Our 
dedicated team are happy to help customers with technical advice on all aspects of the wide range of 
products available. Our increased diversity complements our core agricultural business, acting as an 
important route to market for pharmaceutical companies with whom the Group works with closely to 
provide specialist professional advice to livestock farmers.
ARABLE DIVISION 
The Arable Division supplies a wide range of products to arable and grassland farmers throughout the 
trading area. The Group is recognised as a significant supplier of fertiliser, acting as a principle supplier 
of GrowHow products together with our own Top Crop brand of fertiliser. Seed is processed in Shropshire 
at the arable base as well as at Woodheads Seeds in Yorkshire. Agrochemicals are supplied to complete 
the range of products.
JUST FOR PETS 
Just for Pets which is based in Hartlebury in Worcestershire currently has 21 specialist pet product stores 
operating on busy retail sites throughout the West Midlands, extending east to Cambridge and south to 
Bristol. All stores offer a wide range of pet related products and are recognised as convenient one stop 
shops for all pet owners. Our staff have considerable experience within the pet sector and a significant 
proportion are qualified to offer specialist advice to pet owners. Two stores have an easipetcare concession 
offering veterinary clinic advice and services to customers; this is further complimented by vaccination 
clinics in six of our other stores.
YOUNGS ANIMAL FEEDS 
Youngs Animal Feeds manufactures equine and small animal feeds from its production facility at Standon in 
Staffordshire. It also acts as a distributor of products to the equine market through wholesalers and retailers 
in the West of the UK. 5 Wynnstay Group Plc Annual Report & Accounts 2012
Locations
Astley Llansantffraid
Rhosfawr
Carmarthen
Hartlebury
Glasson
Selby
 
Glasson, which operates from Glasson Dock near Lancaster has traditionally been a raw 
materials trader and fertiliser blender. Glasson’s activities now include the packaging of 
added value products supplied to specialist animal feed retailers. The business is also 
involved in a joint venture, FertLink, which is based at Birkenhead, near Liverpool.
GrainLink, the Groups in-house grain marketing company, provides farmers with an 
independent professional marketing service backed by the financial security of the 
Wynnstay Group. The Company has access to major markets for specialist milling and 
malting grain as well as feed into mills throughout our trading area.
Woodheads Seeds operates a seed processing plant, near Selby in Yorkshire, supplying a 
full range of cereal and herbage seeds to farmers and wholesale customers. The Company 
also trades grain and supplies fertiliser to farmers in its trading area. 6 www.wynnstay.co.uk
OVERVIEW
In my first statement since my appointment as Chairman of the Group in April 
2012, I would like to begin by acknowledging the considerable achievements 
of my predecessor, John Davies, who relinquished the role ahead of his 
forthcoming retirement at the Group’s AGM in March 2013. Having chaired 
Wynnstay for the last 23 years, he has made a tremendous contribution to 
the Group and we are all indebted to John for his work in helping to establish 
Wynnstay as a significant presence in UK agriculture over this time. It is fitting 
that in his final year on the Board, the Group has achieved record results in 
both sales and profitability.  
The 13% increase in annual Group pre-tax profits to £7.82m on revenues of 
£375.78m reflects the benefits of our strategy to grow the business both 
organically and via acquisition, and also continues to demonstrate the strength 
of the Group’s broad spread of activities within the agricultural sector.  
The agricultural division delivered a 23% increase in operating profit to £4.71m, 
helped both by a full 12 month contribution from GrainLink, our grain trading 
business which we rebranded after acquiring Wrekin Grain in May 2011, and 
improved returns, particularly in feed. Volumes across our market sectors 
varied so whilst demand for animal feed rose, we saw reduced volumes in 
fertiliser and traded raw materials.  
Our specialist retailing activities performed robustly over the period. The 
division delivered a 5% uplift in operating profit to £3.90m and we continue to 
develop both our Wynnstay Stores and Just for Pets formats. We acquired three 
farm supplies businesses during the year and one after the year end, and our 
chain of Wynnstay Stores now stands at 31.  We also opened two new Just for 
Pets stores over the period, increasing the total  number to 21 by the year end.  
Over the last few years we have extended Wynnstay’s trading presence outside 
its traditional heartland.  The establishment of FertLink, the joint venture 
fertiliser activity we set up in November 2011, together with the expansion 
of our Wynnstay Stores network, are further steps in the gradual widening of 
Wynnstay’s farming customer base.   
FINANCIAL RESULTS
Revenues for the year to 31 October 2012 increased by 9% to £375.78m 
(2011: £346.18m), with agricultural supplies sales contributing £295.19m 
(2011: £274.57m) and specialist retailing contributing £80.47m (2011: 
£71.32m). The Group’s pre-tax profit (including the Group’s share of  
pre-tax profits from joint ventures and associate investments) rose by 13%  
year-on-year to £7.82m (2011: £6.94m). The operating profit contribution 
from agricultural supplies including joint venture results increased by 23% 
to £4.71m (2011: £3.82m) and specialist retailing activities contributed a 
5% increase to £3.90m (2011: £3.70m). Other activities showed a loss of 
£0.33m (2011: loss of £0.19m). Net finance charges amounted to £0.46m 
(2011: £0.39m). After a Group taxation charge of £1.99m (2011: £1.94m), net 
earnings were 17% higher at £5.83m (2011: £5.00m).  This equates to 34.99p 
per share (2011: 30.23p) representing a rise of 16% over the preceding year.
Net assets at the year end were 10% higher at £56.83m (2011: £51.70m). 
Net debt stood at £13.79m (2011: £6.67m), with the increase reflecting 
higher working capital utilisation resulting from the expansion of activities 
and certain weather related changes to some trading patterns. However 
gearing remains conservative at 24% (2011: 13%) of net assets. Return on 
net assets remained constant at 14.2% (2011: 14.2%).
Chairman’s Statement
The outlook for the  
UK Agricultural Industry  
is very positive 7 Wynnstay Group Plc Annual Report & Accounts 2012
DIVIDEND
The Board is pleased to propose the payment of a final dividend of 5.65p per 
share, which together with the interim dividend of 2.85p per share, paid on 
31 October 2013, takes the total dividend for the year to 8.50p, an increase 
of 9% on last year (2011: 7.80p). The final dividend will be paid on 30 April 
2013 to shareholders on the register on 2 April 2012. A scrip dividend 
alternative will continue to be available as in previous years.  The last date 
for election for the scrip dividend will be 16 April 2013.
BOARD CHANGES
With the impending retirement of Non-executive Director, John Davies, from 
the Board in March 2013, the process is now underway to appoint a new 
Non-executive Director and we expect to make a further announcement on 
this in the spring. As previously reported, when I stepped up to the role 
of Chairman in April 2012, the role of Vice Chairman was vacated and 
Jim McCarthy, Non-executive Director, was appointed to this position.      
OUTLOOK
The outlook for the UK agricultural industry is very positive, with long term 
macro economic trends, including the increasing requirement for food to feed 
a growing world population, providing structural support.  The Government 
has recognised the importance of the agricultural industry and instigated 
a number of initiatives to encourage UK self-sufficiency in food products. 
A number of retailers are also actively promoting British food products. 
However pricing pressures remain, driving the need for efficiency throughout 
the food chain, which will ultimately lead to further consolidation within the 
agricultural supply industry. 
Wynnstay has for sometime been an active participant in agricultural 
consolidation and is recognised as an acquisitive business. As part of our 
growth plan, we will continue to acquire businesses which fit our model 
whilst also developing Wynnstay organically. The Group has a strong 
financial base from which to grow, with low gearing and good cash flow.  Our 
broad base continues to be a major factor in providing sustainable returns 
for all stakeholders in the business and I have confidence that our Group will 
continue to develop over the coming years.
Gareth Owen 
Chairman 
22 January 2013
£375.78m
revenue for the year 
to 31 October 2012 8 www.wynnstay.co.uk
Datganiad y Cadeirydd
Mae’r rhagolwg i 
Ddiwydiant Amaethyddol  
y DU yn gadarnhaol iawn
TROSOLWG
Yn fy natganiad cyntaf ers i mi gael fy mhenodi’n Gadeirydd y Grw ^p ym 
mis Ebrill 2012, hoffwn ddechrau drwy gydnabod cyflawniadau sylweddol 
fy rhagflaenydd, John Davies, a ymadawodd â’r rôl cyn ei ymddeoliad yng 
Nghyfarfod Cyffredinol Blynyddol y Grw ^p ym mis Mawrth 2013. Mae John, 
sydd wedi cadeirio Wynnstay am y 23 o flynyddoedd diwethaf, wedi gwneud 
cyfraniad aruthrol i’r  Grw ^p ac mae ein dyled ni oll iddo yn fawr am ei waith 
yn helpu i sefydlu Wynnstay fel presenoldeb o bwys ym maes amaethyddiaeth 
y DU dros y cyfnod hwn. Mae’n addas bod y Grw ^p wedi cyflawni canlyniadau 
digynsail o ran gwerthiannau a phroffidioldeb yn ystod ei flwyddyn olaf ar y 
Bwrdd.
Mae’r cynnydd o 13% mewn elw cyn treth y Grw ^p i £7.82m ar refeniw o 
£375.78m yn adlewyrchu manteision ein strategaeth i dyfu’r busnes yn 
organig a thrwy gaffael, ac mae hefyd yn parhau i ddangos cryfder ystod eang 
o weithgareddau’r Grw ^p yn y sector amaethyddol.
Cyflawnodd yr is-adran amaethyddiaeth gynnydd o 23% mewn elw gweithredu 
i £4.71m, gyda chymorth cyfraniad 12 mis llawn gan GrainLink, ein busnes 
masnachu grawn a ailfrandiwyd gennym ar ôl caffael Wrekin Grain ym mis 
Mai 2011, gan wella elw, yn arbennig o ran porthiant. Roedd symiau ar draws 
ein sectorau marchnad yn amrywio felly er i’r galw am borthiant anifeiliaid 
gynyddu, gwelwyd gostyngiad yn symiau’r gwrtaith a deunyddiau crai wedi’u 
masnachu.
Perfformiodd ein gweithgareddau manwerthu arbenigol yn gadarn dros y 
cyfnod. Cyflawnodd yr is-adran gynnydd o 5% mewn elw gweithredu i £3.90m 
ac rydym yn parhau i ddatblygu ein fformatau Wynnstay Stores a Just for Pets. 
Caffaelwyd tri busnes cyflenwadau fferm gennym yn ystod y flwyddyn ac un 
ar ôl diwedd y flwyddyn, a bellach mae 31 o Wynnstay Stores yn rhan o’n 
cadwyn. Gwnaethom hefyd agor dwy siop Just for Pets newydd dros y cyfnod, 
gan gynyddu’r cyfanswm i 21 erbyn diwedd y flwyddyn.
Dros yr ychydig flynyddoedd diwethaf rydym wedi ymestyn presenoldeb 
masnachu Wynnstay y tu hwnt i’w berfeddwlad draddodiadol. Mae sefydlu 
FertLink, y fenter gwrtaith ar y cyd a sefydlwyd gennym ym mis Tachwedd 
2011, ynghyd ag ehangu ein rhwydwaith o Wynnstay Stores, yn gamau pellach 
yn y broses raddol o ehangu sail cwsmeriaid ffermio Wynnstay.
CANLYNIADAU ARIANNOL
Cynyddodd refeniw ar gyfer y flwyddyn hyd at 31 Hydref 2012 9% i £375.78m 
(2011: £346.18m), gyda gwerthiannau cyflenwadau amaethyddol yn cyfrannu 
£295.19m (2011: £274.57m) a manwerthu arbenigol yn cyfrannu £80.47m 
(2011: £71.32m). Cynyddodd elw cyn treth y Grw ^p (gan gynnwys cyfran y 
Grw ^p o elw cyn treth o fentrau ar y cyd a buddsoddiadau cysylltiedig) 13% 
o flwyddyn i flwyddyn i £7.82m (2011: £6.94m). Cynyddodd y cyfraniad elw 
gweithredu o gyflenwadau amaethyddol yn cynnwys canlyniadau mentrau 
ar y cyd 23% i £4.71m (2011: £3.82m) a chyfrannodd gweithgareddau 
manwerthu arbenigol gynnydd o 5% i £3.90m (2011: £3.70m). Dangosodd 
gweithgareddau eraill golled o £0.33m (2011: colled o £0.19m). Cyfanswm 
y taliadau cyllid net oedd £0.46m (2011: £0.39m). Ar ôl trethiant y Grw ^p o 
£1.99m (2011: £1.94m), roedd enillion net 17% yn uwch, sef £5.83m (2011: 
£5.00m). Mae hyn yn cyfateb i 34.99c fesul cyfranddaliad (2011: 30.23c) sy’n 
gynnydd o 16% o gymharu â’r flwyddyn flaenorol.  9 Wynnstay Group Plc Annual Report & Accounts 2012
£375.78m
refeniw ar gyfer y flwyddyn 
hyd at 31 Hydref 2012
DIFIDEND
Mae’r Bwrdd yn falch o gynnig talu difidend terfynol o 5.65c fesul 
cyfranddaliad, sydd, gyda’r difidend interim o 2.85c fesul cyfranddaliad, a 
dalwyd ar 31 Hydref 2013, yn creu cyfanswm difidend o 8.50c ar gyfer y 
flwyddyn, sy’n gynnydd o 9% ers y llynedd (2011: 7.80c). Telir y difidend 
terfynol ar 30 Ebrill 2013 i gyfranddalwyr sydd ar y gofrestr ar 2 Ebrill 2012. 
Bydd difidend sgrip amgen ar gael o hyd, fel yn y blynyddoedd blaenorol. Y 
dyddiad olaf ar gyfer dewis cael difidend sgrip fydd 16 Ebrill 2013.
NEWIDIADAU I’R BWRDD 
Gydag ymddeoliad y Cyfarwyddwr Anweithredol, John Davies, o’r Bwrdd ym 
mis Mawrth 2013 ar y gweill, mae’r broses bellach yn mynd rhagddi i benodi 
Cyfarwyddwr Anweithredol newydd a disgwyliwn wneud cyhoeddiad arall ar 
hyn yn ystod y gwanwyn. Fel y nodwyd yn flaenorol, pan gefais fy mhenodi’n 
Gadeirydd ym mis Ebrill 2012, roedd rôl yr Is-gadeirydd yn wag a phenodwyd 
Jim McCarthy, Cyfarwyddwr Anweithredol, i’r swydd hon.
RHAGOLWG
Mae’r rhagolwg i ddiwydiant amaethyddol y DU yn gadarnhaol iawn, gyda 
thueddiadau economaidd macro hirdymor, yn cynnwys y gofyniad cynyddol 
am fwyd i fwydo poblogaeth fyd-eang sy’n cynyddu, gan roi cymorth 
strwythurol. Mae’r Llywodraeth wedi cydnabod pwysigrwydd y diwydiant 
amaethyddol ac wedi sbarduno nifer o fentrau i annog hunangynhaliaeth yn 
y DU o ran cynhyrchion bwyd. Mae nifer o fanwerthwyr hefyd yn hyrwyddo 
cynhyrchion bwyd Prydain. Fodd bynnag, erys pwysau o ran prisiau o hyd, 
gan ysgogi’r angen am effeithlonrwydd drwy’r gadwyn fwyd gyfan, a fydd 
yn y pen draw yn arwain at gyfuno pellach o fewn y diwydiant cyflenwi 
amaethyddol. 
Mae Wynnstay ers peth amser wedi chwarae rhan weithredol mewn gwaith 
cyfuno amaethyddol ac fe’i cydnabyddir yn fusnes caffaelgar. Fel rhan o’n 
cynllun tyfu, byddwn yn parhau i gaffael busnesau sy’n addas ar gyfer ein 
model tra’n datblygu Wynnstay yn organig hefyd. Mae gan y Grw ^p sail 
ariannol gadarn i dyfu ohoni, gyda gerio isel a llif arian parod da. Mae ein 
sail eang yn parhau i fod yn ffactor pwysig i ddarparu elw cynaliadwy i’r 
holl randdeiliaid yn y busnes ac rwy’n hyderus y bydd ein Grw ^p yn parhau i 
ddatblygu dros y blynyddoedd i ddod.
Gareth Owen 
Cadeirydd 
22 Ionawr 2013 10 www.wynnstay.co.uk
INTRODUCTION 
The Group continues to perform well and Group pre-tax profits and revenues 
for the year stand at record levels. This has been achieved against a backdrop 
of ongoing price inflation in agricultural products and overall difficult 
economic conditions in the UK. Our robust business model continues to 
provide us with the opportunity to further develop the Group, and the UK 
agricultural market remains well positioned to benefit from increasing world 
demand for food and renewable energy. 
Group revenue increased by 9% to £375.78m over the year, supporting a 
13% rise in Group pre-tax profit to £7.82m. Product volumes varied by sector 
over the period, in line with industry trends, with increased animal feed 
volumes but decreased fertiliser volumes. Traded raw material volumes also 
decreased although this was offset by higher grain volumes, which benefited 
from a full year contribution from GrainLink, our grain trading business 
established following the acquisition of Wrekin Grain Ltd in May 2011.
Over the twelve months under review, we completed a number of small 
acquisitions of agricultural supplies businesses, further expanded our Just 
for Pets chain and established FertLink, a joint venture fertiliser business, 
operated by our Glasson Grain subsidiary. These moves will help to support 
ongoing growth across all our activities and also extend Wynnstay’s 
geographic reach into Oxfordshire and Gloucestershire.
REVIEW OF ACTIVITIES
Agriculture
The agricultural division performed extremely well in a market dominated 
by inflation and adverse weather conditions worldwide. The operating profit 
from our agricultural activities as a whole increased by 23% year-on-year to 
£4.71m on revenues of £295.19m, helped by a full 12 month contribution 
from GrainLink and more realistic margins in feed products. The increased 
revenues reflect variation in product volumes and continuing inflation. The 
feed market was buoyant during the summer, whereas demand for fertiliser 
reduced, in line with industry trends, as the inclement weather and poor 
harvest conditions tempered customers’ confidence to purchase ahead of 
anticipated usage. 
Chief Executive’s Review
Our robust model  
continues to provide us  
with opportunities 11 Wynnstay Group Plc Annual Report & Accounts 2012
Feed Products
Demand for feed was strong in the second half, reversing the trend in the first 
half, as farmers relied on purchased feeds to balance the poor grazing and 
harvest conditions, a consequence of the poor weather experienced throughout 
the summer. This meant that like-for-like volumes for the year as a whole 
increased by 2% while margins also continued to strengthen. 
As ever, the broad portfolio of feed products we supply, catering for both the 
monogastric and ruminant markets, helped to minimise the effect of any 
individual sector volatility. Increased costs challenged the profitability of 
the dairy farming sector, however many of our customers committed to feed 
contracts during the autumn, mitigating some of the effect of poor milk prices. 
There has been some positive movement in farm gate prices for dairy farmers, 
although input costs have also continued to increase. 
Bibby Agriculture, our joint venture business, performed well, with sales 
increasing year-on-year. 
Glasson
The Glasson business continues to make an excellent contribution to the 
Group. The business supplies raw materials to the feed compound industry as 
well as added-value lines, including wild bird feeds and feeds for smallholder 
farmers, to animal feed outlets. The volume of raw materials traded was lower 
than the previous year (which benefited from a high usage of maize gluten), 
however demand in the second half was strong and forward contracts are very 
encouraging. Glasson’s fertiliser sales increased, primarily as a result of the 
additional throughput generated by Fertlink, the new fertiliser blending activity 
we established as a joint venture at Birkenhead in November 2011. FertLink has 
also enabled Glasson to gain market share beyond its traditional trading area. 
Arable Products
We have expanded the arable division significantly over recent years as part of 
our strategy to balance our presence across the livestock and arable markets.   
Grain volumes increased by over 35% as we benefited from a full year’s trading 
contribution from GrainLink and further volume increases at Woodheads 
Seeds. The very poor weather during the summer had a devastating effect 
on the quality of grain and yields were reduced compared with the harvest of 
2011. This had a small effect on traded volumes towards the year end and we 
expect a further reduction in volume through to the 2013 harvest.  
Seed sales remained resilient, despite the effect of the adverse weather, 
however difficult field conditions have restricted cultivation opportunities and 
many customers will resort to spring varieties if conditions do not improve. 
Demand for these products is at record levels and we anticipate a good spring 
season.
Demand for fertiliser was subdued in the second half, in line with industry 
trends, as poor weather conditions reduced usage on grassland crops. 
Currently forward orders for spring usage are lower than normal as customers 
have been reluctant to commit to early purchases. However we anticipate 
demand recovering as we move towards the spring and the business is well 
placed to meet this demand, with the extended production facilities available 
at FertLink.
8%
increase in revenue from  
our agricultural activities 12 www.wynnstay.co.uk
Specialist Retail
The retail division, which comprises Wynnstay Stores, Just for Pets and 
Youngs Animal Feeds, continues to grow, supported by a combination of 
acquisitions, new store openings and refurbishments. Revenues for the year 
increased by 13% to £80.47m with operating profit up by 5% to £3.90m.  
Wynnstay Stores
Wynnstay Stores comprises a network of rural retail centres providing 
essential supplies for the farming community together with a strong offering 
to smallholders and country dwellers. Total revenues increased by 15% year-
on-year, reflecting the increased number of stores, changes in product mix 
and inflation, with non-discretionary spend by farmers remaining high. The 
importance of our stores within their local rural communities was illustrated 
in October 2012 when the Group was named as the “Powys Business of 
the Year” in an annual regional awards event. Our stores network is also 
recognised by suppliers as an important route to market for their agricultural 
ranges. 
We are continuing to invest in our stores, including personnel, to ensure 
that we offer both relevant range and a professional and reliable service 
to our expanding customer base. Over the course of the second half, we 
acquired two further farm supply outlets, in Tetbury in Gloucestershire and 
in Whitchurch in Shropshire.  After the year ended we purchased another 
outlet in Banbury in Oxfordshire, taking the number of our stores to 31 and 
further expanding the geographic reach of the Group. The new acquisitions 
are performing in line with budget and we look forward to a full year’s 
contribution in 2013. The store refurbishment programme continues and in 
2013 the outlet at Llanfair Caereinion, in Mid Wales, will be relocated to a 
new site we have already acquired.
The division benefited from a significant demand for solar energy products 
during the year and although we do not expect this to be repeated, we 
continue to explore community friendly renewable initiatives to reduce 
energy costs for our agricultural customers.
Just for Pets
The pet products division continues to develop and revenues for the year 
including new store openings increased by 9%. Like-for-like sales rose 
by 2.9%, assisted by increased promotional activity in the first half.  As 
indicated in the half year report, margins were affected in the first half and 
the profitability of the division for the year was lower than the prior year 
although sales improved in the second half. We continue to focus on tight 
cost control and remain proactive with our marketing initiatives to promote 
continuing growth in footfall.
In line with our growth plans, we opened new Just for Pets outlets at Yardley, 
Birmingham in February 2012 and in Coventry in August 2012 and are 
considering further sites for 2013. 
We were delighted to achieve an award from the Pet Care Trade Association 
for the third consecutive year, when our new store at Yardley was voted 
“Favourite pet care retailer” by its customers. The award reflects customer 
care at the store and we believe it typifies the level of service provided 
throughout the chain. 
Youngs Animal Feeds
Youngs Animal Feeds, which manufactures and distributes equine products 
to specialist outlets within the UK, made a good contribution to results.
Chief Executive’s Review (continued)
13%
increase in revenue from  
our retail activities 13 Wynnstay Group Plc Annual Report & Accounts 2012
Joint Ventures and Associate
Our joint ventures, comprising Bibby Agriculture, FertLink, Wynnstay Fuels, 
and Wyro, continued to perform in line with expectations over the year.
STAFF 
The year has been one of challenges and opportunities, and I would like to 
take this opportunity to thank all staff for their contribution to the record 
results we achieved this year. Our personnel continue to be a key factor in 
the ongoing expansion of the Group and I look forward to the Group’s further 
success.
OUTLOOK
There has been significant pressure on our farming customers during the 
season, as a result of adverse weather and rising input costs. While some 
farm gate prices have improved, there is scope for further price rises to 
mitigate the increasing costs. 
The new financial year has started well, specialist retail sales are encouraging, 
feed demand has been strong and we expect a recovery in the demand for 
fertiliser as we move towards the usage period. With the poor grain harvest 
of 2012 and the poor planting conditions for the 2013 crop, we are not 
expecting volumes of traded grain to be buoyant.  Nonetheless, our balanced 
business leaves us well placed to accommodate expected sector variation 
and the new financial year will also benefit from the growth initiatives we 
have put in place over recent years.  
I remain confident about the forthcoming year for the Group and look forward 
to updating all stakeholders at our AGM in March.
Ken Greetham 
Chief Executive 
22 January 2013
Our Personnel  
continue to be a key  
factor in the Group  14 www.wynnstay.co.uk
TRADING RESULTS
Continued growth for the business has again resulted in record levels of 
revenues, profitability and earnings per share, which have all benefited 
from a full year contribution of the GrainLink business established part way 
through last year, following the acquisition of Wrekin Grain. Results from 
other smaller acquisitions have also produced positive contributions to the 
Group’s performance during the year and are set to continue as benefits from 
closer integration materialise. 
Group revenue was £375.78m (2011: £346.18m), of which £295.19m 
(2011: £274.57m) came from agricultural supplies, which included the full 
year contribution from GrainLink, but which also experienced the volume 
reductions in traded commodities and fertiliser products referred to in the 
Chief Executive’s Review. Our retail operations produced revenue of £80.47m 
(2011: £71.32m) which included contributions from two additional Just for 
Pets stores opened during the year, and also from the additional Country 
Stores acquired in Tetbury in May and Whitchurch in September. 
The Group’s operating profit before contributions from our Joint Venture and 
Associate Company activities and non-cash charges relating to goodwill 
impairment and share based payments was up 10% at £8.30m (2011: 
£7.51m). After reduced goodwill impairment and share based payments 
of £0.25m (2011: £0.42m) operating profit was up 14% at £8.05m (2011: 
£7.09m). With a gross contribution from our Joint Venture and Associate 
Company activities of £0.23m (2011: £0.24m), Group pre-tax Profit before 
finance costs increased by 13% to £8.28m (2011: £7.33m), with the 
agricultural supplies businesses contributing £4.71m (2011: £3.82m) and the 
retail operations £3.90m (2011: £3.70m). Other activities contributed a loss 
of £0.33m (2011: loss of £0.19m). After net finance costs of £0.46m (2011: 
£0.39m), Group pre-tax Profit was £7.82m (2011: £6.94m)
Group Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) 
rose by 9% to £10.97m (2011: £10.07m), made up as follows:
                                                  £millions 2012 2011
Profit before taxation 7.76 6.85
Share of tax incurred by joint ventures 0.06 0.09
Interest 0.46 0.40
Depreciation and freehold land impairment  2.48 2.54
Goodwill impairment 0.05 0.26
(Profit) on disposal of fixed assets (0.04) (0.23)
Share based payments 0.20 0.16
EBITDA 10.97 10.07
TAXATION
The Group’s tax charge of £1.99m (2011: £1.94m) represented 25.4% 
(2010: 27.9%) of the Group pre-tax profit, and benefited from the reduction 
in general corporation tax rates and the related reduction in deferred tax 
provisions. However it remained above the pro-rata standard rate for the 
period of 24.8% as a continuing result of depreciation charges on the 
Group’s freehold property not being eligible for capital allowances. Actual 
tax cash payments in the year amounted to £2.64m, as some of the Group’s 
trading subsidiaries moved to quarterly payments on account in the current 
year, for the first time.  
Finance Director’s Statement
The proposed final 
dividend makes a total 
of 8.50p for the year, an 
increase of 9% and continues 
the Boards progressive 
dividend policy 15 Wynnstay Group Plc Annual Report & Accounts 2012
EARNINGS PER SHARE AND DIVIDEND 
Basic earnings per share was 34.99p (2011: 30.23p), based on a weighted 
average number of shares in issue during the year of 16.669m (2011: 16.545m). 
The Board proposes to recommend the payment of a final dividend of 5.65p 
per share on the 30 April 2013, which when added to the interim dividend of 
2.85p per share paid on the 31 October 2012, makes a total of 8.50p for the 
year (2011: 7.80p), an increase of 9%. The total dividend is expected to be 
covered 4.10 times (2011: 3.85 times) by earnings, and continues the Board’s 
progressive dividend policy. 
SHARE CAPITAL 
During the year a total of 127,668 (2011: 106,263) new ordinary shares 
were issued for a total equivalent cash amount of £0.435m (2011: £0.368m) 
with 90,786 (2011: 106,263) shares being issued to existing shareholders 
exercising their right to receive dividends in the form of new shares under 
the Company’s scrip dividend scheme. The other allotments were generally 
related to the exercise of employee share options. 
BALANCE SHEET
Balance Sheet net assets, inclusive of goodwill, at the year end amounted 
to £56.83m (2011: £51.70m), and based on the weighted average number of 
shares in issue during the year of 16.669 million, this represented a net asset 
value per share of £3.41 (2011: £3.12). During the financial year the share 
price traded in a range between a low of £3.38 in December 2011 and a high 
of £4.01 in October 2012. 
Capital investment in fixed assets amounted to £2.77m (2011: £3.36m) and 
during the year, expenditure on new acquisitions, inclusive of acquired net 
cash / (debt), was £0.92m (2011: £2.60m). Additionally a further £1.48m 
(2011: £0.45m) was invested during the year in the Pwllheli redevelopment 
scheme which is now complete and available for sale.
The Group’s working capital requirements have been impacted by the general 
expansion of activities and continuing commodity inflation pressures, together 
with certain adverse trading patterns such as delayed fertiliser purchasing, 
which have caused higher inventory balances at the year end. Higher levels 
of proportionate feed activities have also adversely effected working capital 
utilisation, through a comparative reduction in trade payables as much of the 
Group’s feed raw material supply has to be paid for before collection. Total 
inventory values increased by 15% to £27.21m (2011: £23.69m), while trade 
and other receivables increased to £46.98m (2011: £45.58m). The additional 
funding requirement was exacerbated by a reduction in trade and other 
payables which stood at £43.74m (2011: £48.16m) at the year end.  
£56.83m
Group net assets for the  
year to 31 October 2012 16 www.wynnstay.co.uk
CASHFLOW AND NET DEBT
The considerable working capital outflow mentioned above, which amounted 
to £9.12m (2011: £4.34m), saw net cash absorbed by operating activities 
reach £1.24m (2011: £3.72m generated). Total net cash investment, 
including acquisitions, but excluding assets acquired under finance leases 
amounted to £4.15m (2011: £5.43m), and new equity finance of £0.44m 
(2011: £0.37m) was raised. After the payment of £1.34m (2011: £1.21m) in 
dividends to shareholders, debt repayments of £2.48m (2011: £2.50m), and 
new loans drawn of £3.10m (2011: £4.03m) there was a net decrease in cash 
and cash equivalents in the business of £5.67m (2011: £1.02m decrease). 
When added to the net reduction in term and other existing non liquid debts 
of £1.65m (2011: £1.85m) and accounting for the new expansion loans of 
£3.10m (2011: £4.03m) the total increase in net debt in the year was £7.12m 
(2011: £3.20m). 
This net cash outflow in the year has increased the Group’s year end net 
debt position to £13.79m (2011: £6.67m), producing a gearing level of 
24.3% (2011: 12.9%) of shareholders total equity at the year end. Whilst 
some of the weather related trading issues impacting on inventory aspects 
of working capital at the year end were unexpected, the Board is confident 
that these will reverse as more normal trading patterns return in the Spring. 
The Group continues to receive strong support from its main bankers and the 
Board believes current overall debt is at a manageable level, which is well 
within existing facilities which continue to provide headroom to absorb the 
usual further expansion of working capital requirements during the seasonal 
Spring peak.
RISK MANAGEMENT 
Risks and uncertainties for the business are classified into two main 
categories, Financial and Operational. The Board monitor such risks and 
have developed policies for managing the uncertainties they bring. The main 
elements of these controls operate in the following areas:
Financial Risk Management:
The Group policies for managing treasury risks are developed and approved 
by the Board and are designed to minimise exposure to market volatility 
and include : 
Interest Rate - While currently most of the Group’s term debt is floating 
base rate linked, the Board constantly reviews its option to fix the rates 
attached to this debt through the use of interest rate swap derivatives. Fixed 
rate term finance is used for the acquisition of vehicles.
Foreign Currency - The main currency related risk to the Group comes from 
the forward purchasing of imported raw materials for our Glasson business. 
This risk is mainly managed by entering into currency purchase agreements 
at the time the underlying transaction is completed. The fair value of these 
contracts is not material. As at the year end the principal amounts relating 
to forward purchased currency amounted to £2,026,000 (2011: £3,279,000).
Commodity Price - While the Group does not engage in the taking of 
speculative commodity positions, it does have to make significant forward 
purchases of certain raw materials, particularly for use in its animal feed 
manufacturing activities. Position reporting systems are in place to ensure 
the Board is appraised of the exposure level on a regular basis, and where 
possible hedging tools, primarily wheat futures contracts on the London 
LIFFE market are used to manage price decisions.
Finance Director’s Statement (continued)
Credit - A significant proportion of the Group’s trade is conducted on credit 
terms and as such a risk of non payment is always present. Detailed systems 
of credit approval before initial supply, the operation of credit limits and 
an active credit control policy act to minimise this risk and historically 
the incidence of bad debts is low. The recent growth of the grain trading 
business has exposed the Group to certain new substantial customer credit 
balances, and to assist in mitigating this perceived additional risk, a credit 
insurance policy has been purchased to provide partial cover against default 
by certain customers. 
Operational Risk Management:
Trading concerns are regularly reviewed in monthly Divisional Management 
meetings, with conclusions reported to the Board. Existing issues include:
Customer Loss and Competition - There is a constant  risk of customer loss 
from both industry contraction, particularly in the dairy sector, and through 
enhanced competition. The Group’s continuing strategy for overcoming this 
issue is market share growth through geographic expansion and acquisitions. 
A specific strategy of expanding the multi species feed activities of the 
business has been successfully implemented which will help minimise 
dependence on any particular livestock sector. Significant recent investment 
has also been made in the Company’s direct sales force, both in terms of 
numbers and training.    
Manufacturing Productivity - Much of the Group’s feed business is 
conducted on a customer “made to order” basis. This requires sophisticated 
order processing, manufacturing and delivery systems, as low lead times can 
provide a competitive advantage. The breakdown of any of these systems, 
through mechanical fault, weather and traffic disruption, or computer 
malfunctions and errors can create the risk of order fulfilment failure. The 
Group protects against this through the operation of multiple supply points, 
with third party manufacturing arrangements in place, and the back up of all 
IT systems supported with a disaster recovery plan.   
Supply Chain Efficiency - The Group’s considerable inventories both in 
the retail businesses and as raw materials for the manufacturing activities 
are vital to the success of the organisation, and disruption to this supply 
would damage revenue streams. To minimise this risk, the Group operates 
partnership relationships with as many suppliers as possible which endeavour 
to ensure that optimum stock levels are maintained in Group warehouses, in 
wholesaler locations or within committed supplier facilities.
Reputation - The Group’s trading philosophy is to seek to be the “supplier 
of choice” to its customers. To achieve this, a reputation for quality products, 
service and value for money must be maintained. Through a comprehensive 
employee Information and Consultation policy, all members of staff and 
local management are tasked with enhancing the Group’s reputation in the 
eyes of customers and all other stakeholders of the business.  
Fraud - More difficult general economic circumstances may increase the 
risk of fraud being perpetrated on the Company. The Board has recognised 
this increased risk, and continually reviews internal systems and controls, 
addressing areas of identified weaknesses including any matters raised as 
part of the Group audit process.    17 Wynnstay Group Plc Annual Report & Accounts 2012
KEY PERFORMANCE INDICATORS
The performance of the business is regularly monitored against Key 
Performance Indicators (KPI’s), the comparative results for which are 
reported in the Chairman’s Statement on pages 6 & 7. These indicators are 
defined as follows:
Revenue - The invoiced value of sales from the Group’s activities, measured 
at a fair value net of all rebates and excluding value added tax.
EBITDA - Group pre-tax profit, including share of pre-tax profits of joint 
ventures and associates, including profit on fixed asset disposals, before 
interest, taxation, depreciation, fixed asset impairment charges and share 
based payments.
Earnings per share - Profit  for  the year after taxation divided by the 
weighted average  number  of shares in issue during the year excluding any 
shares held by the Group’s Employee Share Ownership Trust.
Return on Net Assets - Group  pre-tax  profit,  including  share  of  pre-tax 
profits of joint ventures and associates before any goodwill impairment or 
share based payment charges, divided by the balance sheet net asset value.
Net Asset per share - The balance sheet net asset value, divided by the 
weighted average number of shares in issue during the year, excluding any 
shares held by the Group’s Employee Share Ownership Trust.
Paul Roberts 
Finance Director 
22 January 2013 18 www.wynnstay.co.uk
The Directors present their report together with the audited financial 
statements of the Parent Company (“the Company”) and the Group for the 
year ended 31 October 2012.
Wynnstay Group plc (“the Company”) is a public limited company 
incorporated and domiciled in the United Kingdom under the Companies 
Act 2006.
The address of the Company’s registered office is Wynnstay Group plc, Eagle 
House, Llansantffraid, Powys, SY22 6AQ.
The Company has its primary listing on AIM, part of the London Stock 
Exchange.
The Group financial statements were authorised for issue by the Board of 
Directors on 22 January 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Group continue to be that of the supply of 
agricultural farm inputs to both livestock and arable enterprises, and the 
retailing of specialist merchandise through country stores and specialist pet 
product centres. 
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
A review of the business and future developments of the Group and a 
discussion of the principal risks and uncertainties faced by the Group are 
presented in the Chairman’s Statement and Chief Executive’s Review 
included within the Group’s published accounts.
SHARE CAPITAL
The movement in the share capital during the period is detailed in note 25 
to the financial statements.
RESULTS, DIVIDENDS AND TRANSFERS TO RESERVES
Reported under IFRS the Group profit before taxation is £7,760,000 (2011: 
£6,852,000).  After a taxation charge of £1,927,000 (2011: £1,851,000), the 
Group profit for the year is £5,833,000 (2011: £5,001,000).
The Directors recommend a final ordinary dividend of 5.65p per ordinary 
25p share net (2011: 5.20p per ordinary 25p share net), to be paid on 30 
April 2013 to shareholders on the Register at the close of business on 2 
April 2013.
The share price will be marked ex dividend with effect from the 27 March 
2013. In accordance with the rules of the Company’s Scrip Dividend Scheme, 
eligible shareholders will be entitled to receive their dividend in the form of 
additional shares. New mandate forms for this scheme should be signed and 
lodged with the Company Secretary 14 days before the dividend payment 
date of 30 April 2013.
DONATIONS
During the year ended 31 October 2012 the Group made charitable 
donations of £1,621 (2011: £2,700) principally to local charities servicing 
the communities in which the Group operates.  
 SUBSTANTIAL SHAREHOLDERS 
At 31 October 2012, the following shareholders held 3% or more of the issued share capital of the Company:
 Registered Shareholder  Beneficial Holder
 Ferlim Nominees Limited  7.80% Discretionary managed funds of Investec Wealth & Investment Limited
 Europe  Nominees Limited 4.91% Polar Capital
 The Bank of New York (Nominees) Limited 3.05% Blackrock BGF World Agriculture Fund
 Vidacos  Nominees Limited  3.01% Blackrock Agriculture Fund
The Directors are not aware that any other person, Company or Group of Companies held 3% or more of the issued share capital of the Company.
 DIRECTORS AND THEIR INTERESTS
 The Directors of the Company who held office during the year and their interests in the share capital of the Company at the year end were as follows:
 25p Ordinary Shares SAYE Options Discretionary Options
  2012 2011 2012 2011 2012 2011 
 E G Owen 25,585 25,050 - - - -
 J J McCarthy - - - - - -
 J C Kendrick 10,193 9,980 - - - -
 J E Davies 41,526 40,658 - - - - 
 Lord Carlile CBE QC 32,331 31,656 - - - -
 B P Roberts 103,000 106,000 6,369 5,046 44,500 36,500
 K R Greetham 34,051 36,593 7,331 7,331 62,000 54,000
 D A T Evans 12,818 12,550 5,918 5,918 35,500 27,500
In addition to the above shareholdings, Mr E G Owen, Mr J E Davies and Mr B P Roberts are trustees of the Company’s Employee Share Ownership Plan Trust, 
which at the year end, held 5,600 shares (2011: 38 shares). Accordingly these directors are deemed to hold an additional non-beneficial holding in such shares.
No Director held any interest in any subsidiary or associate company. Mr J C Kendrick has an interest in Morrey Oils Limited, the controlling shareholder in 
Wynnstay Fuels Limited an associate of the Group. Biographical details of the directors are set out before the director’s report.
Directors’ Report
for the year ended 31 October 2012 Wynnstay Group Plc Annual Report & Accounts 2012 19
LAND AND BUILDINGS
In the opinion of the Directors, the current open market value of the Group’s 
interest in land and buildings exceeds the book value at 31 October 2012 
(refer to note 12) by approximately £3,470,000 (2011: £3,200,000).
DIRECTORS’ APPOINTMENTS AND RETIREMENTS
Under Article 91, Mr EG Owen and Mr JC Kendrick retire from the Board by 
rotation at the forthcoming Annual General Meeting and being eligible, offer 
themselves for re election. Mr JE Davies also retires by rotation but will not 
be seeking re-election, having reached the Board’s agreed retirement age.  
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE 
During the year the Company purchased and maintained liability insurance 
for its Directors and Officers which remained in force at the date of this 
report.
EMPLOYEES
The Company has procedures for keeping its employees informed about the 
progress of the business. The Company continues to encourage employee 
motivation by operating a Savings Related Share Option Scheme open to all 
employees. The Company provides training and support for all employees 
where appropriate, and gives a full and fair consideration to disabled 
applicants in respect of duties which may be effectively performed by a 
disabled person. Where existing employees become disabled, the Company 
will seek to continue employing them, bearing in mind their disability and 
provided suitable duties are available. Failing this, all attempts will be made 
to provide a continuing income.
POLICY FOR PAYMENT OF CREDITORS
The Group agrees terms and conditions with suppliers before business takes 
place and, while there is no Group code or standard it is not Group policy to 
extend supplier payment terms beyond that agreed. There are no suppliers 
subject to special arrangements. The average credit terms for the Group as 
a whole based on the year-end trade payables figure and a 365 day year is 
42 days (2011: 50 days).
AUDITORS
During the year the Board conducted a competitive tender for the Group audit 
for 2012, following which KPMG Audit Plc were appointed in accordance 
with s489(3)(c) of the Companies Act 2006. A resolution proposing their  
re-appointment will be submitted to the Annual General Meeting.
DISCLOSURE OF INFORMATION TO AUDITORS
The Directors who were members of the Board at the time of approving 
the Directors’ Report are listed on page 2. Having made enquires of fellow 
Directors each of these Directors, at the date of this report, confirms that:
•  to the best of each Director’s knowledge and belief, there is no relevant 
audit information of which the  Group’s auditors are unaware; and
•  each Director has taken all the steps a Director might reasonably be 
expected to have taken to be aware of relevant audit information and 
to establish that the Group’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the 
provisions of s418 of the Companies Act 2006.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Directors’ Report and the 
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company 
financial statements for each financial year. Under that law they have elected 
to prepare both the Group and the Parent Company financial statements in 
accordance with IFRSs as adopted by the EU and applicable law. As required 
by the AIM Rules of the London Stock Exchange they are required to prepare 
the Group financial statements in accordance with IFRSs as adopted by the 
EU and applicable law and have elected to prepare the Company financial 
statements on the same basis.
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 of the Group and Parent Company and of their profit or loss for 
that period. In preparing each of the Group and Parent Company financial 
statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
•  state whether they have been prepared in accordance with IFRSs as 
adopted by the EU; and
•  prepare the financial statements on the going concern basis unless it 
is inappropriate to presume that the Group and the Parent Company 
will continue in business.
The Directors are responsible for keeping adequate accounting records that 
are sufficient to show and explain the Parent Company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the 
Parent Company and enable them to ensure that the financial statements 
comply with the Companies Act 2006. They have general responsibility for 
taking such steps as are reasonably open to them to safeguard the assets of 
the Group and to prevent and detect fraud and other  irregularities.
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. 
By order of the Board
B P Roberts 
Secretary 
22 January 2013  20 www.wynnstay.co.uk
THE PRINCIPLES OF GOOD GOVERNANCE
The Board is committed to high standards of corporate governance. The 
adoption and maintenance of good governance is the responsibility of 
the Board as a whole, who have considered the twelve principles of good 
practice published in the QCA Corporate Governance Guidelines for Smaller 
Companies issued in September 2010. The Board believes that it has 
incorporated these principles in formulating a Corporate Governance policy 
appropriate to the size of the Company, and which can provide comfort for 
the Company’s numerous and widespread shareholder base who have the 
right to expect the highest possible level of standards. The Directors  are 
pleased to provide the following information:
THE BOARD OF DIRECTORS
The Board currently comprises eight directors, three of whom are executive 
and five non-executives. The roles of Chairman and Chief Executive are 
separated. The Chairman is non-executive and is elected by the whole 
Board on an annual basis. The executive directors all have considerable 
experience in the agricultural supply industry and have a total of over 56 
years service with the Group. The non-executives bring a range of business 
and commercial expertise to the Board, including direct agriculture, 
specialist retail, transport and logistics experience and legal and political 
skills. Primarily due to their length of service three of the non-executive 
directors are not deemed independent under the Combined Code on 
Corporate Governance. James McCarthy, having been appointed in July 2011 
is deemed the senior independent non-executive, and Lord Carlile CBE QC, 
although having served on the Board for over twelve years, is still deemed 
independent through the integrity provided from his other roles, which 
amongst other activities include, acting as a circuit judge and a government 
advisor on various sensitive matters. A formal schedule of matters requiring 
Board approval is maintained, and covers such areas as Group strategy, 
approval of financial budgets and results, Board appointments, approval of 
major capital expenditure and dividend policy. The Board normally meets 
once a month with additional meetings as necessary. Directors are able, if 
necessary, to take independent professional advice in furtherance of their 
duties, at the Company’s expense. All directors and some senior members of 
staff have adopted a set of guidelines in regard to their responsibilities for 
the management and conduct of the Company. 
BOARD COMMITTEES
Audit Committee
This Committee consists of three non-executive directors Mr J C Kendrick 
(Committee Chairman), Mr E G Owen and Mr J J McCarthy. The Committee 
meets at least four times a year with additional meetings as required. The 
Committee has standard terms of reference in place, which have been 
formally approved by the Board, and which include the supervision of 
the external audit process and the effectiveness of the internal financial 
controls. The terms of reference further task the Committee with identifying 
and evaluating significant internal and external risks faced by the Company, 
and then making recommendations to the Board on appropriate strategies 
for effectively managing these risks. Such risks include:
• The reliability of internal and external reporting systems;
• The safeguarding of assets from inappropriate use, loss and fraud;
• Identifying and properly managing liabilities; and 
•  Ensuring the business operates within all applicable legislation and 
uses best practice wherever possible. 
The Audit Committee met four times during the year and all committee 
members attended. The Committee agreed the nature and scope of the audit 
with the auditors and monitored the findings of the auditors. The Committee 
organise internal audit assignments to test the operating effectiveness of 
internal systems and controls. These assignments are not completed by 
specific internal audit employees, but appropriate members of staff. The 
Committee has procedures in place to enable it to meet with the auditors 
without the presence of the Company’s management and it formulates 
and oversees the Company policy on maintaining auditor objectivity and 
independence in relation to non-audit services. The policy is to ensure that 
the nature of the non-audit services performed or the fee income relative to 
the audit does not compromise the auditors’ independence, objectivity or 
integrity and complies with ethical standards.
Remuneration Committee
This Committee of the Board consists of three non-executive directors, Mr E G 
Owen, Mr J C Kendrick and is chaired by Lord Carlile CBE QC. The Committee 
meets at least once a year and has standard terms of reference in place 
which have been formally approved by the Board. These terms of reference 
include the formulation of remuneration policies for executive directors 
and senior managers, and the supervision of employee benefit structures 
throughout the Company. The Remuneration Committee met once during 
the year and all committee members attended.
Nomination Committee
This Committee of the Board currently consists of Mr E G Owen, Mr K R 
Greetham and is chaired by Mr J E Davies. The Committee meets at least 
once a year and has standard terms of reference in place which have been 
formally approved by the Board. The Committee is tasked with reviewing the 
leadership needs of the Company and making recommendations to ensure 
the continuity of such leadership through the identification, evaluation and 
appointment of both executive and non-executive directors.
The Nomination Committee met three times during the year and all 
committee members attended.
BOARD REMUNERATION
As a Company listed on the Alternative Investment Market of the London 
Stock Exchange, the Company is exempt from the s420 obligation of the 
Companies Act 2006 to prepare a director’s remuneration report, but is 
pleased to provide the following information, and to refer to the details 
provided in the shareholding section of the Directors report. Details of the 
director’s remuneration received during the year can be found in Note 7 to 
the Accounts.  
All matters relating to remuneration of the Directors of the Company are 
determined by the Remuneration Committee whose decisions are made 
with a view to rewarding individuals for the nature of their work and the 
contribution they make towards the Group achieving its strategic aims. 
Proper regard is given to the need to attract and retain high quality and 
motivated staff at all levels and to ensure the effective management of the 
business. The Committee will be cognisant of comparative pay levels after 
taking into account geographic location and the operations of the business. 
Executive Director Remuneration
The Remuneration Committee have concluded that an effective executive 
remuneration package should consist of five elements :
•  Basic Salary which is reviewed by the Committee on an annual basis 
with effect from the beginning of October, consistent with annual 
Corporate Governance
for the year ended 31 October 2012 21 Wynnstay Group Plc Annual Report & Accounts 2012
reviews conducted for all other employees. The current values of 
these individual approved salaries effective from the 1 October 2012, 
together with the amounts actually being received are shown in the 
table below.
•  Annual Performance Bonuses for which there are currently two 
schemes in operation for executive directors. The contractual schemes 
for K R Greetham and B P Roberts are based on a fixed percentage of the 
Group pre-tax Profit, which includes the Group’s share of pre-tax profits 
from joint ventures and associate investments. The scheme for D A T 
Evans is based on a fixed percentage of the Retail segment operating 
contribution adjusted for administrative costs. The respective bonus 
percentages are shown in the table below. The Executive Directors 
also participate in the Company Profit Related Pay Scheme, which is 
a scheme for employees of Wynnstay Group plc and Grainlink Limited 
and which pays an annual bonus based on a formula which produces 
a percentile result which is then applied to the relevant individual’s 
prior year earnings. The formula calculation is the aggregate of the 
pre-tax profit of Wynnstay Group plc and Grainlink Limited divided by 
the aggregate of the combined revenues of those companies excluding 
inter-company turnover, expressed as a percentage and multiplied by 
a factor of two. The relevant anticipated rate for the bonus which will 
be paid in February 2013 relating to the last financial year is 3.3% of 
relevant earnings.
•  Long Term Incentives which are designed to align executive rewards 
with returns for shareholders and encourage executive retention and 
strategic consistency. The scheme currently in place is structured as 
a Long Term Performance Related Unapproved Share Option Scheme 
and was granted in October 2008 as a five year scheme with options 
exercisable within a six month period commencing on the fifth 
anniversary of the grant date, providing the performance conditions 
have been satisfied. The performance conditions relate to the earnings 
per share and market capitalisation of the Group as at October 2013, 
with the size of the award, as a percentage of the maximum available, 
based on the matrix shown opposite. The number of share options 
actually exercisable will depend on the market share price on the day 
of exercise, with the holder paying an option price of 25p per share. 
Market  
Capitalisation
< £50m £50m 
-£75m
£75m 
-£100m
> £100 m
Earnings per 
share
< 17.5p Nil 25% 50% 100%
17.5p -  22.5p 25% 50% 100% 100%
22.5p -  27.5p 50% 100% 100% 100%
27.5p -  32.9p 100% 100% 100% 100%
> 32.9p 100% 100% 100% 100%
  
  The maximum market value of shares as at the date of option (the 
100% award) that can be exercised by each Executive Director is shown 
in the table below as the LTIP Maximum. The Executive Directors also 
participate in the discretionary Approved Company Share Option Plan 
(CSOP) and were each granted 8,000 options on 17 April 2012 at an 
exercise price of £3.75, being the market price on the day of grant. 
These options, which do not have any performance criteria attached to 
them, are exercisable between 18 April 2015 and 18 April 2022 and 
are reported in the Director’s Report on page 18, and in Note 26 to the 
accounts.
•  Benefits in kind which are provided to assist the Directors in the 
completion of their duties, and which are limited to the provision of a 
company car and private medical insurance.
•  Pension and death in service life cover which is based on the value of 
the Executive Directors basic salary only. The annual defined Company 
contributions to a personal pension scheme held in the individual’s 
name expressed as a percentage of current salary is shown in the 
table below. The death in service cover provides for four times current 
annual salary paid into trust where death occurs during the term of the 
director’s employment contract.
Executive Director’s  
current terms
Approved salary 
£000
Current salary
£000
Annual bonus
%
LTIP maximum 
£000
Pension
%
Benefits in kind
£000
K R Greetham 160 136 0.750 142 9.6 9
B P Roberts 130 99 0.375 96 6.5 8
D A T Evans 85 85 0.400 72 6.5 7 22 www.wynnstay.co.uk
Corporate Governance (continued)
for the year ended 31 October 2012
Non-Executive Director Remuneration
The remuneration of the Non-Executive Directors has been set so as to 
reflect the factors pertinent to their respective positions, taking into account 
the anticipated amount of time commitment, and comparative rates paid 
by other companies of a similar size. The Non-Executive Directors do 
not participate in share option awards, performance bonuses or pension 
arrangements, but do receive re-imbursement of travelling expenses which 
are wholly attributable to their attendance at board meetings. Certain 
Directors who do not have alternative arrangements also participate in the 
Group’s private medical insurance scheme with premiums being paid for by 
the Company and treated as a benefit in kind. Current values of the total 
annualised remuneration for each Non-Executive Director is given in the 
table below.
 Non-Executive  Current annual fees Benefits in kind  
 Director £000’s £000’s 
 E G Owen  48 1
 J J McCarthy 33 -
 J E Davies 37 1
 J C Kendrick  33 -
 Lord Carlile CBE, QC  33 1
During the year, the fee rates were reviewed to recognise that a previously 
conceived performance related scheme was not going to be implemented 
as this was deemed inappropriate for Non-Executive Directors.  As a result 
fees were increased in May 2012 by an annualised amount of £10,000 per 
director, with an equivalent retrospective payment being made in respect of 
the previous financial year, with these payments being reflected in Note 7 
to the accounts.
RELATIONS WITH SHAREHOLDERS
The Board recognises the importance of communicating with its shareholders 
and maintains dialogue with institutional shareholders and analysts, and 
presentations are made when financial results are announced. Lord Carlile 
CBE QC is the nominated independent non-executive Director who makes 
himself available to shareholders who may require an independent contact.
The Annual General Meeting is the principal forum for dialogue with 
private shareholders who are given the opportunity to raise questions at 
the meeting.  The Company aims to send out notice of the Annual General 
meeting at least 21 working days before the meeting.  Shareholders also 
have access to the Company’s website at www.wynnstay.co.uk.
GOING CONCERN
The Directors have prepared the financial statements on a going concern 
basis, having satisfied themselves from a review of internal budgets and 
forecasts and current bank facilities that the Group has adequate resources 
to continue in operational existence for the foreseeable future. Further detail 
is provided on page 28.
INTERNAL CONTROL
The Board of Directors has overall responsibility for the system of internal 
controls, including financial, operational and compliance, operated by the 
Group and for its effectiveness.  Such a system can only provide reasonable 
and not absolute assurance against material misstatement or loss, as it is 
designed to manage rather than eliminate the failure to achieve business 
objectives.  
The key procedures within the control structure include:
•  Managers at all levels in the Group have clear lines of reporting 
responsibility within a clearly defined organisational structure;
•  Comprehensive financial reporting procedures exist with budgets 
covering profits, cash flows and capital expenditure being prepared and 
adopted by the Board annually. Actual results are reported monthly to 
the Board and results compared with budgets and last year’s actual. 
Revised forecasts are prepared as appropriate; and 
•  There is a structural process for appraising and authorising capital 
projects with clearly defined authorisation levels.
AUDITOR INDEPENDENCE
The Board is satisfied that KPMG Audit Plc has adequate policies and 
safeguards in place to ensure that auditor objectivity and independence 
is maintained.   The Company meets its obligations for maintaining the 
appropriate relationship with the external auditors through the Audit 
Committee whose terms of reference include an obligation to consider and 
keep under review the degree of work undertaken by the external auditors, 
other than the statutory audit, to ensure such objectivity and independence 
is safeguarded.
By Order of the Board
B P Roberts 
Secretary 
22 January 2013  23 Wynnstay Group Plc Annual Report & Accounts 2012
to the Shareholders of Wynnstay Group Plc
Independent Auditor’s Report
We have audited the financial statements of Wynnstay Group Plc for the 
year ended 31 October 2012 set out on pages 24 to 54. The financial 
reporting framework that has been applied in their preparation is applicable 
law and International Financial Reporting Standards (IFRSs) as adopted by 
the EU and, as regards the Parent Company financial statements, as applied 
in accordance with the Companies Act 2006.
This report is made solely for 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 member, as a body, for our audit work, for this report, or 
for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the Directors’ responsibilities statement set on 
page 19, 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 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 
Financial Reporting Council website at www.frc.org.uk/auditscopeukprivate. 
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 31 October 2012 
and of the Group’s profit  for the year then ended;
•  the Group financial statements have been properly prepared in 
accordance with IFRSs as adopted by the EU; 
•  the Parent Company financial statements have been properly prepared 
in accordance with IFRSs as adopted by the EU and as applied in 
accordance with the provisions of the Companies Act 2006; and 
•  the financial statements have been prepared in accordance with the 
requirements of the Companies Act 2006.  
OPINION ON OTHER MATTERS 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;
Nicola Quayle (Senior Statutory Auditor)
For and on behalf of
KPMG AUDIT PLC, STATUTORY AUDITOR
Chartered Accountants 
8 Princes Parade 
Liverpool
L3 1QH  
22 January 2013 24 www.wynnstay.co.uk
    2012     2011
 Note £000   £000  £000   £000
Revenue 2   375,776    346,176
Cost of sales    (329,163 )   (303,672 ) 
Gross Profit    46,613    42,504
Manufacturing, distribution and selling costs    (34,102 )   (30,957 )
Administrative expenses    (4,211 )   (4,038 )
 
Group Operating Profit Before Goodwill 
Impairment and Share-Based Payment Costs    8,300    7,509
Goodwill impairment and share-based payments     (248 )   (422 )
GROUP OPERATING PROFIT 4   8,052    7,087
Interest income  3     64             72
Interest expense 3    (527 )          (468 )
Net finance charges 3   (463 )   (396 )
    
Share of profits/losses in associate and joint ventures  
accounted for using the equity method       229           246
Share of tax incurred by associate and joint ventures 5   (58 )            171  (85 )  161
Profit Before Taxation    7,760    6,852
    
Taxation 8   (1,927 )   (1,851 )
Profit for the Year    5,833    5,001
Earnings per 25p share 10   34.99p    30.23p
Diluted earnings per 25p share 10   34.05p    29.47p
All of the above are derived from continuing operations.
The notes on pages 28 to 54 form part of these financial statements.
for the year ended 31 October 2012
Consolidated Statement of Comprehensive Income 25 Wynnstay Group Plc Annual Report & Accounts 2012
as at 31 October 2012
Registered number 2704051
Consolidated and Company Balance Sheet
    Group     Company
  2012   2011  2012   2011
 Note £000   £000  £000   £000
Assets
Non-Current Assets          
Goodwill 11 15,614   15,089  5,724   2,451
Property, plant and equipment  12 17,748   17,384  13,454   13,055
Investment in subsidiaries 13 -   -  18,352   21,607
Investments accounted for using equity method 13 3,205   3,134  1,157   1,256
  36,567   35,607  38,687   38,369
Current Assets     
Inventories 16 27,213   23,687  15,198   14,332
Trade and other receivables 17 46,982   45,584  27,709   27,870
Available for sale assets  18 2,157   682  2,157   682
Financial assets     
     - loan to joint venture 14 3,252   3,493  3,252   3,493
Cash and cash equivalents 21 699   1,351  17   1,286
  80,303   74,797  48,333   47,663
Total Assets   116,870   110,404  87,020   86,032
Liabilities
Current Liabilities
Financial liabilities - borrowings 22 (10,986 )  (4,826 ) (5,760 )  (3,175 )
Trade and other payables 19 (43,737 )  (48,162 ) (33,073 )  (37,089 )
Current tax liabilities 20 (1,349 )  (2,002 ) (623 )  (600 )
  (56,072 )  (54,990 ) (39,456 )  (40,864 )
Net Current Assets  24,231   19,807  8,877   6,799
Non-Current Liabilities
Financial liabilities – borrowings 22 (3,499 )  (3,196 ) (3,361 )  (2,884 )
Trade and other payables 19 (156 )  (150 ) -   -
Deferred tax liabilities  24 (317 )  (372 ) (105 )  (60 )
  (3,972 )  (3,718 ) (3,466 )  (2,944 )
Total Liabilities  (60,044 )  (58,708 ) (42,922 )  (43,808 )
Net Assets  56,826   51,696  44,098   42,224
Equity     
Share capital 25 4,186   4,154  4,186   4,154
Share premium   17,677   17,274  17,677   17,274
Other reserves  2,515   2,312  2,346   2,143
Retained earnings  32,448   27,956  19,889   18,653
Total Equity  56,826   51,696  44,098   42,224
The financial statements were approved by the Board of Directors on 22 January 2013 and signed on its behalf.
E G Owen - Director B P Roberts - Director
The notes on pages 28 to 54 form part of these financial statements. 26 www.wynnstay.co.uk
for year ended 31 October 2012
Consolidated and Company Statement of Changes in Equity
 Share  Share premium  General Retained
 capital account reserves earnings  Total
Group £000 £000 £000 £000  £000
At 1 November 2010 4,127 16,932 2,153 24,162  47,374
Profit for the year  - - -                    5,001  5,001
Total comprehensive income for the year  - - - 5,001  5,001
Transactions with owners of the Company, recognised 
directly in equity     
Shares issued during the year 27 342 - -  369
Dividends - - - (1,207 ) (1,207 )
Equity settled share-based payment transactions - - 159 -  159
Total contributions by and distributions to owners of the Company 27 342 159 (1,207 ) (679 )
At 31 October 2011 4,154 17,274 2,312 27,956  51,696
Profit for the year  - - - 5,833  5,833
Total comprehensive income for the year - - - 5,833  5,833
Transactions with owners of the Company, recognised 
directly in equity     
Shares issued during the year   32 403 - -  435 
Dividends - - - (1,341 ) (1,341 )
Equity settled share-based payment transactions   - - 203 -  203
Total contributions by and distributions 
to owners of the Company 32 403 203 (1,341 ) (703 )
At 31 October 2012 4,186 17,677 2,515 32,448  56,826
 Share  Share premium  General Retained
 capital account reserves earnings  Total
Company £000 £000 £000 £000  £000
At 1 November 2010 4,127 16,932 1,984 15,964  39,007
Profit for the year  - - - 3,896  3,896
Total comprehensive income for the year - - - 3,896  3,896
Transactions with owners of the Company, recognised 
directly in equity     
Shares issued during the year 27 342 - -  369
Dividends - - - (1,207 ) (1,207 )
Equity settled share-based payment transactions   - - 159 -  159
Total contributions by and distributions to owners of the Company 27 342 159 (1,207 ) (679 )
At 31 October 2011 4,154 17,274 2,143 18,653  42,224
Profit for the year  - - - 2,577  2,577
Total comprehensive income for the year - - - 2,577  2,577
Transactions with owners of the Company, recognised 
directly in equity     
Shares issued during the year 32 403 - -  435
Dividends - - - (1,341 ) (1,341 )
Equity settled share-based payment transactions   - - 203 -  203
Total contributions by and distributions  
to owners of the Company 32 403 203 (1,341 ) (703 )
At 31 October 2012 4,186 17,677 2,346 19,889  44,098
The notes on pages 28 to 54 form part of these financial statements. 27 Wynnstay Group Plc Annual Report & Accounts 2012
As at 31 October 2012
Consolidated and Company Cash Flow Statement
    Group     Company
  2012   2011  2012   2011
 Note £000   £000  £000   £000
Cash flows from operating activities          
Cash generated from operations 35 1,863   5,452  650   4,592
Interest received  64   72  52   49
Interest paid  (527 )  (468 ) (406 )  (352)
Tax paid  (2,635 )  (1,339 ) (755 )  (781)
Net cash flows from operating activities  (1,235 )  3,717  (459 )  3,508
Cash flows from investing activities     
Acquisition of subsidiaries (net of cash acquired)  (915 )  (2,599 ) (488 )  (3,015 )
Proceeds from sale of property, plant and equipment  85   520  57   443
Purchase of property, plant and equipment  (1,941 )  (2,714 ) (1,222 )  (2,140 )
Purchase of intangible assets  -   (288 ) (120 )  -
Proceeds on sale of investments  -   -  100   - 
Investments in assets held for resale  (1,475 )  (453 ) (1,475 )  (453 )
Purchase of investments and additional shares in subsidiary  -   -  (1 )  (999 )
Dividends received   100   100  979   3,150 
Utilisation of cash acquired on acquisition  -   -  -   (1,000 )
Net cash used by investing activities  (4,146 )  (5,434 ) (2,170 )  (4,014 )
     
Cash flows from financing activities     
Net proceeds from the issue of ordinary share capital  435   369  435   369
Net proceeds from drawdown of new loans  3,100   4,030  3,100   4,030
Finance lease principal repayments  (724 )  (689 ) (667 )  (613 )
Repayment of  borrowings   (1,759 )  (1,808 ) (1,544 )  (1,963 )
Dividends paid to shareholders  (1,341 )  (1,207 ) (1,341 )  (1,207 )
Net cash generated from financing activities  (289 )  695  (17 )  616
Net (decrease)/increase in cash and cash equivalents  (5,670 )  (1,022 ) (2,646 )  110
Cash and cash equivalents at the beginning of the period  (7 )  1,015  1,286   1,176
Cash and cash equivalents at the end of the period 21 (5,677 )  (7 ) (1,360 )  1,286
The notes on pages 28 to 54 form part of these financial statements.  28 www.wynnstay.co.uk
Principal Accounting Policies
ACCOUNTING POLICIES
The Group’s principal accounting policies adopted in the preparation of 
these financial statements are set out below. These policies have been 
consistently applied to all years presented, unless otherwise stated.
Basis of preparation
The Group’s financial statements have been prepared in accordance with 
International Financial Reporting Standards as endorsed by the European 
Union (‘IFRS’), International Financial Reporting Interpretation Committee 
(‘IFRIC’) interpretations and those provisions of the Companies Act 2006 
applicable to companies reporting under IFRS. The Group financial 
statements have been prepared on the historical cost convention other 
than certain assets which are at deemed cost under the transition rules, 
share based payments which are included at fair value and certain financial 
instruments which are explained in the relevant section below. A summary 
of the material Group accounting policies are set out below. The preparation 
of financial statements in conformity with IFRS requires the use of certain 
critical accounting estimates and assumptions that affect the reported 
amounts of assets and liabilities at the date of the financial statements, and 
the reported amounts of revenues and expenses during the reporting period. 
Although these estimates are based on management’s best knowledge of 
the amount, event or actions, actual results ultimately may differ from those 
estimates.
Going Concern
As highlighted in note 22 to the financial statements, the Group meets its 
day to day working capital requirements through overdraft facilities which 
are  due for renewal on an annual basis. The current economic conditions 
create uncertainty, particularly over: (a) the level of demand for the Group’s 
products; (b) the exchange rate between sterling and the US dollar which 
has consequences for the cost of the Group’s raw materials; and (c) the 
availability of bank finance in the foreseeable future.
The Group’s forecasts and projections, taking account of reasonable possible 
changes in trading performance, show that the Group should be able to 
operate within the level of its current facilities. The Group will open renewal 
negotiations with its banks in due course and has at this stage not sought 
any written commitment that the facilities will be renewed. However, the 
Group has held discussions with its bankers about its future borrowing needs 
and no matters have been drawn to its attention to suggest that renewal 
may not be forthcoming on acceptable terms.
Basis of consolidation
The Group’s consolidated financial statements incorporate the financial 
statements of Wynnstay Group Plc (‘the Company’) and entities controlled 
by Wynnstay Group Plc (its ‘subsidiaries’) together with the Group’s share 
of the results of its associates and joint ventures. Group inter-company 
transactions are eliminated in full. Results of subsidiary undertakings 
acquired are included in the financial statements from the effective date of 
control. The net assets, both tangible and intangible, of acquired subsidiary 
undertakings are incorporated into the financial statements on the basis of 
their fair value as at the effective date of control. All business combinations 
are accounted for by applying the acquisition method. Subsidiaries are 
entities where the Group has the power to govern the financial and operating 
policies, generally accompanied by a share of more than 50% of the voting 
rights. Subsidiaries are consolidated from the date on which control is 
assumed by the Group and are included until the date the Group ceases to 
control them. Associates are entities over which the Group has significant 
influence but not control, generally accompanied by a share of between 
20% and 50% of the voting rights.  Joint ventures are entities over which 
the Group has joint control. Investments in associates and joint ventures are 
accounted for using the equity method. 
Revenue recognition
Revenue represents the invoiced value of sales which fall within Wynnstay 
Group’s ordinary activities. Revenue is measured at the fair value of the 
contract net of rebates excluding value added tax and after eliminating sales 
within the Group.
Revenue from the sale of goods is recognised either at the point of sale 
through the till or when the Group has transferred the significant risks and 
rewards of ownership of goods to the buyer, when the amount of revenue 
can be measured reliably and when it is probable that the economic benefits 
associated with the transaction will flow to the Group.
Non-recurring items
Non-recurring items that are material by size and/or by nature, are disclosed 
on the face on the consolidated statement of comprehensive income and 
within a note to the financial statements. Management consider that the 
separate disclosure of non-recurring items helps provide a better indication 
of the Group’s underlying business performance.
Financial instruments
Financial assets and liabilities are recognised on the Company and Group’s 
consolidated balance sheet when the Company and/or Group becomes a 
party to the contractual provisions of the instrument. The main categories of 
financial instruments are: 
Trade receivables 
Trade and other receivables are recognised initially at fair value. Subsequent 
to initial recognition they are measured at amortised cost using the effective 
interest method, less any impairment losses. 
Investments 
Investments are initially measured at cost.  They are classified as either 
‘available-for-sale’, ‘fair value’, or ‘held to maturity’.  Where securities are 
designated as at ‘fair value’, gains or losses arising from changes in fair value 
are included in the net profit or loss for the period.  For ‘available-for-sale’ 
investments, gains or losses arising from changes in fair value are recognised 
directly in equity, until the security is disposed of or is determined to be 
impaired, at which time the cumulative gain or loss previously recognised in 
equity is included in the net profit or loss for the period. Equity investments 
that do not have a quoted market price in an active market and whose fair 
value cannot be reliably measured by other means are held at cost. 
Interest-bearing borrowings
Interest-bearing bank loans and overdrafts are initially recorded at fair value, 
net of attributable transaction costs. Subsequent to initial recognition, 
interest-bearing borrowings are stated at amortised cost with any difference 
between proceeds and redemption value being recognised in the Group 
Income Statement over the period of the borrowings on an effective interest 
basis.
Trade payables
Trade and other payables are recognised initially at fair value. Subsequent to 
initial recognition they are measured at amortised cost using the effective 
interest method. 29 Wynnstay Group Plc Annual Report & Accounts 2012
Equity instruments 
Equity instruments issued by the Group and/or Company are recorded at 
the proceeds received, net of direct issue costs. An equity instrument is any 
contract that evidences a residual interest in the assets of the Group and/or 
Company after deducting all of its liabilities.   
Derivative financial instruments and hedging
The Group uses derivative financial instruments to hedge its exposure to 
foreign exchange, and commodity risks arising from day to day activities. 
The Group does not hold or issue derivative financial instruments for trading 
purposes, however, if derivatives do not qualify for hedge accounting they 
are accounted for as such.
Derivative financial instruments are recognised and stated at fair value. 
Where derivatives do not qualify for hedge accounting, any gains or losses 
on re-measurement are immediately recognised in the Group Income 
Statement. Where derivatives qualify for hedge accounting, recognition of 
any resultant gain or loss depends on the nature of the hedge relationship 
and the item being hedged. In order to qualify for hedge accounting, the 
Group is required to document from inception the relationship between the 
item being hedged and the hedging instrument. The Group is also required 
to document and demonstrate an assessment of the relationship between 
the hedged item and the hedging instrument, which shows that the hedge 
will be highly effective on an ongoing basis. This effectiveness testing is 
performed at each period end to ensure that the hedge remains highly 
effective. 
Derivative financial instruments with maturity dates of more than one year 
from the balance sheet date are disclosed as non-current.
Fair value hedging
Derivative financial instruments are classified as fair value hedges when 
they hedge the Group’s exposure to changes in the fair value of a recognised 
asset or liability. Changes in the fair value of derivatives that are designated 
and qualify as fair value hedges are recorded in the Group Statement of 
Comprehensive Income together with any changes in the fair value of the 
hedged item that is attributable to the hedged risk.
Leases
Leases are classified as finance leases at inception where substantially 
all of the risks and rewards of ownership are transferred to the Group.  
Assets classified as finance leases are capitalised on the balance sheet 
and are depreciated over the expected useful life of the asset. The 
interest element of the rental obligations is charged to the consolidated 
statement of comprehensive income over the period of the lease. Rentals 
paid under operating leases are charged to the consolidated statement of 
comprehensive income on a straight-line basis over the term of the lease. 
Leasehold land is normally classified as an operating lease. Payments made 
to acquire leasehold land are included in prepayments at cost and are 
amortised over the life of the lease.  Any incentives to enter into operating 
leases are recognised as a reduction of rental expense over the lease term 
on a straight-line basis.  
Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated 
depreciation and any provision for impairment losses. Depreciation is 
provided at rates calculated to write off the cost less estimated residual 
value of fixed assets over their expected useful lives as follows:
Freehold property 2.5%-5% per annum straight line
Lease premium over the period of the lease
Leasehold land and buildings  over the period of the lease
Plant and machinery/office equipment 10%-33% per annum straight line
Motor vehicles 20%-30% per annum straight line
Goodwill
Goodwill represents the excess of the cost of acquisition over the fair 
value of the identifiable assets, liabilities and contingent liabilities of the 
acquired entity at the date of the acquisition. At the date of acquisition, 
goodwill is allocated to cash generating units for the purpose of impairment 
testing.  Goodwill is recognised as an asset and assessed for impairment 
annually.  Any impairment is recognised immediately in the statement of 
comprehensive income.  Once recognised, an impairment of goodwill is not 
reversed.  
Impairment of assets
At each reporting date, the Group assesses whether there is any indication 
that an asset may be impaired.  Where an indicator of impairment exists, 
the Group makes an estimate of recoverable amount.  Where the carrying 
amount of an asset exceeds its recoverable amount the asset is written down 
to its recoverable amount.  Recoverable amount is the higher of fair value 
less costs to sell and value in use, and is considered for each individual 
asset.  If the asset does not generate cash flows that are largely independent 
of those from other assets or groups of assets, the recoverable amount of the 
cash generating unit to which the asset belongs is determined.  Discount 
rates reflecting the asset specific risks and the time value of money are used 
for the value in use calculation.  
Employment benefit costs
The Group operates a defined contribution pension scheme. Contributions to 
this scheme are charged to the statement of comprehensive income as they 
are incurred, in accordance with the rules of the scheme.
Inventories 
Inventories are stated at the lower of cost and net realisable value. Cost 
comprises direct materials and, where applicable, direct labour costs and 
those overheads that have been incurred in bringing the inventories to 
their present location and condition.  Where appropriate, cost is calculated 
on a specific identification basis.  Otherwise inventories are valued using 
the first-in-first-out method. Net realisable value represents the estimated 
selling price less all estimated costs to completion and costs to be incurred 
in marketing, selling and distribution.  
Taxation including deferred taxation
The income tax expense represents the sum of the current income tax and 
deferred income tax. Current income tax is based on the taxable profits for 
the year. Taxable profit differs from the profit as reported in the statement 
of comprehensive income because it excludes items of income and expense 
that are taxable or deductible in other years and it further excludes items 
that are never taxable or deductible. The Group’s liability for current tax is 
calculated using tax rates that have been enacted or substantively enacted 
by the balance sheet date.
Deferred income tax is provided in full, using the liability method, on 
temporary differences arising between the tax bases of assets and liabilities 
and their carrying amounts in the Group financial statements. However, 
deferred income tax is not accounted for if it arises from initial recognition  30 www.wynnstay.co.uk
Principal Accounting Policies (continued)
of an asset or liability other than a business combination. Deferred income 
tax is determined using tax rates (and laws) that have been enacted or 
substantively enacted by the balance sheet date and are expected to apply 
when related deferred income tax asset is realised or the deferred income 
tax liability settled. Deferred income tax assets are recognised to the extent 
that it is probable that future taxable profits will be available against which 
the temporary differences can be utilised. 
Dividends
Final equity dividends to the shareholders of the Company are recognised 
in the period that they are approved by the shareholders. Interim equity 
dividends are recognised in the period that they are paid.  
Share-based payments
The Group issues equity-settled share-based payments to certain employees.  
Equity-settled share-based payments are measured at fair value at the date 
of the grant.  The fair value determined at the grant date of the equity-settled 
share-based payments is expensed on a straight-line basis over the vesting 
period, based on the Group’s estimate of shares that will eventually vest. 
Fair value is measured by use of a valuation model.  The expected life used 
in the model has been adjusted, based on management’s best estimate, 
for the effects of non-transferability, exercise restrictions and behavioural 
considerations. The movements in respect of equity settled share based 
payments are recognised in other reserves.
Investments
Investments held as fixed assets are shown at cost less provisions for their 
permanent impairment.
Cash and cash equivalents
Cash and cash equivalents, for the purposes of the consolidated cash flow 
statement, comprise cash at bank and in hand, money market deposits 
and other short term highly liquid investments with original maturities of 
three months or less and bank overdrafts. Bank overdrafts are presented in 
borrowings within current liabilities in the balance sheet.  
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are 
translated into sterling at the rate of exchange ruling at the balance sheet 
date. Transactions in foreign currencies are translated into sterling at the 
rate ruling on the date of the transaction. Exchange gains and losses are 
recognised in the statement of comprehensive income.  
Employee share ownership trust
The Company operates an employee share ownership trust. The assets, 
liabilities, income and cost of the ESOP are incorporated into the financial 
statements of the Group.   
Significant judgements, key assumptions and estimates
Application of certain Group accounting policies requires management 
to make judgments, assumptions and estimates concerning the future as 
detailed below:
Application of the “own use” exemption
Forward contracts are entered into by the Group to purchase and/or sell 
grain and other agricultural commodities, and management judge that these 
forward commodity contracts are entered into for the Group’s “own use” 
rather than as trading instruments when they are entered into. They continue 
to be held in accordance with the Group’s expected purchase, sale and/or 
usage requirements.
Valuation of share-based payments
The fair value of share-based payments is determined using valuation models 
and is charged to the statement of comprehensive income over the vesting 
period. Estimations of vesting and satisfaction of performance criteria are 
required to determine fair value. 
Impairment of goodwill
The carrying value of goodwill must be assessed for impairment annually.  
This requires an estimation of the value in use of the cash generating units 
to which goodwill is allocated.  Value in use is dependent on estimations of 
future cash flows from the cash generating unit and the use of an appropriate 
discount rate to discount those cash flows to their present value. 
Provision for impairment of trade receivables 
The financial statements include a provision for impairment of trade 
receivables that is based on management’s estimation of recoverability.  
There is a risk that the provision will not match the trade receivables that 
ultimately prove to be irrecoverable. 
Provision for impairment of inventories
The financial statements include a provision for impairment of inventories 
that is based on management’s estimation of recoverability. There is a risk 
that the provision will not match the inventories that ultimately prove to 
be impaired.  31 Wynnstay Group Plc Annual Report & Accounts 2012
New standards and interpretations 
The following new accounting standards, amendments and interpretations 
to published standards are not yet effective and have not been adopted early 
by the Group 
International Financial Reporting   Effective for periods 
Standards (“IFRS”) commencing on or after
IFRS 10: ‘Consolidated financial statements’ 1 January 2014
IFRS 11: ‘Joint arrangements’ 1 January 2014
IFRS 12: ‘Disclosure of interest in Other Entities’ 1 January 2014
IFRS 13: ‘Fair Value Measurement’ 1 January 2014
Amendments to existing standards
Amendments to IFRS 7 on Financial  
instruments assets and liabilities offsetting 1 January 2013
Amendments to IAS 1:  
‘Presentation of financial statements on OCI’  1 July 2012
Amendment to IAS 12:  
‘Income taxes’ on deferred tax 1 January 2012
Amendments to IAS 19 (revised 2011): 
‘Employee benefits’ 1 January 2013
Amendments to IAS 32 on Financial  
instruments assets and liability offsetting 1  January 2014
IAS 27 (revised 2011):  
‘Separate financial statements’ 1 January 2014
IAS 28 (revised 2011):  
‘Associates and joint ventures’ 1 January 2014
From 1 November 2011 the following standards, amendments and 
interpretations became effective and were adopted by the Group: 
International Financial Reporting Interpretations 
Committee (“IFRIC”) interpretations
IFRIC 24 (revised), ‘ Related party disclosure’ 1 January 2011
Amendments to existing standards
Amendment to IFRS 1:  
‘Hyperinflation and fixed dates’  1 January 2011
Amendment to IFRS 7: 
‘Financial instruments: disclosures’ 1 July 2011
Amendment to IFRIC 14: ‘Prepayment  
of a Minimum Funding Requirement’ 1 July 2011
Annual improvement to IFRSs 2010 1 January 2011
The adoption of these standards, amendments and interpretations has not 
had a material effect on the net assets, results and disclosures of the Group. 32 www.wynnstay.co.uk
1.  The Company has taken advantage of the exemption, under s408 of the Companies Act 2006, from presenting its own income statement. The profit after 
tax for the period dealt with in the financial statements under IFRS as adopted by the EU of the company was £2,577,000 (2011: £3,896,000).
2.   SEGMENTAL REPORTING 
  IFRS 8 requires operating segments to be identified on the basis of internal financial information about the components of the Group that are regularly 
reviewed by the chief operating decision-maker (“CODM”) to allocate resources to the segments and to access their performance.
  The chief operating decision-maker has been identified as the Board of Directors (‘the Board’). The Board reviews the Group’s internal reporting in order to 
assess performance and allocate resources. The Board has determined that the operating segments, based on these reports are Agriculture, Specialist Retail 
and Other.
  The Board considers the business from a product/service perspective. In the Board’s opinion, all of the Group’s operations are carried out in the same 
geographical segment namely the United Kingdom.
 Agriculture -  Manufacturing and supply of animal feeds, fertiliser, seeds and associated agricultural products.
 Specialist Retail -  Supplies of a wide range of specialist products to farmers, smallholders, and pet owners.
 Other -  Miscellaneous operations not classified as agriculture or specialist retail.
  The Board assesses the performance of the operating segments based on a measure of operating profit. Finance income and costs are not included in 
the segment result that is assessed by the Board. Other information provided to the Board is measured in a manner consistent with that in the financial 
statements.
 Inter - segmental transactions are entered into under the normal commercial terms and conditions that would be available to unrelated third parties.  
 The segment results for the year ended 31 October 2012 are as follows:
 
  Agriculture Specialist Retail Other  Total
 Year ended 31 October 2012 £000 £000 £000  £000
 Revenue from external customers 295,190 80,471 115  375,776
 Segment result 4,363 3,901 (212 ) 8,052
 Share of results of associate and joint ventures 349 - (120 ) 229
  4,712 3,901 (332 ) 8,281
 Interest income     64
 Interest expense     (527 )
 Profit before tax     7,818
 Income taxes     (1,985 )
 Profit for the year attributable to equity shareholders     5,833
 Segment assets 31,888 30,810 7,914  70,612
 Corporate net borrowings     (13,786 )
 Total net assets     56,826
Notes to the Financial Statements 33 Wynnstay Group Plc Annual Report & Accounts 2012
  Agriculture Specialist Retail Other  Total
 Year ended 31 October 2011 £000 £000 £000  £000
 Revenue from external customers 274,571 71,318 287  346,176
 Segment result 3,631 3,697 (241 ) 7,087
 Share of results of associates and joint ventures 193 - 53  246
  3,824 3,697 (188 ) 7,333
 Interest income     72
 Interest expense     (468 )
 Profit before tax     6,937
 Income taxes     (1,936 )
 Profit for the year attributable to equity shareholders     5,001
 Segment assets 22,580 29,078 6,709  58,367
 Corporate net borrowings     (6,671 )
 Total net assets     51,696
3.   NET FINANCE COSTS
  2012  2011
  £000  £000
 Interest expense:  
 Interest payable on borrowings (390 ) (298 )
 Interest payable on finance leases (104 ) (127 )
 Interest payable on other loans (33 ) (43 )
  Interest and similar charges payable (527 ) (468 )
 Interest income 64  72
  Interest receivable 64  72 
  Net finance costs (463 ) (396 )
4.   GROUP OPERATING PROFIT
 The following items have been included in arriving at operating profit: 2012  2011
  £000  £000
 Staff costs 19,902  18,406
 Depreciation of property plant and equipment: - owned assets 1,989  1,851
                                                                          - under finance  486  517
 Impairment of goodwill  45  263
 Impairment of freehold land and  buildings  -  176
 (Profit) on disposal of fixed assets (38 ) (228 )
 Other operating lease rentals payable 2,026  1,826
 Repairs and maintenance expenditure on plant, property and equipment 1,704  1,567
 Trade receivables impairment 202  70
 Services provided by the Group’s auditors
 During the year the Group obtained the following services from the Group’s auditor: 2012  2011
  £000  £000
 Audit services - statutory audit 83  87
 Tax services  4  2
 Other services -  1
 Included in the Group audit fee are fees of £43,050 (2011: £46,750) paid to the Group’s auditor in respect of the Parent Company.
  The current year’s fees relate entirely to the services provided by KPMG Audit Plc, and the prior year’s fees entirely to the Group’s previous auditors  
Whittingham Riddell LLP.  34 www.wynnstay.co.uk
Notes to the Financial Statements
5.   SHARE OF POST-TAX PROFITS OF ASSOCIATE AND JOINT VENTURES
  2012  2011
  £000  £000
 Share of post-tax (loss)/profits in associate (28 ) 113
 Share of post-tax profits in joint ventures 199  48
 Total share of post-tax profits of associates and joint ventures 171  161
6.   STAFF COSTS
 The aggregate payroll costs, including Directors’ emoluments, charged in the financial statements for the Group were as follows:
  2012  2011
  £000  £000
 Wages and salaries 17,444  16,129
 Social security costs 1,612  1,493
 Pension and other costs 643  625
 Cost of share-based reward 203  159
  19,902  18,406
    
 The average number of employees, including Directors, employed by the Group during the year was as follows:
  2012  2011
  No.  No.
 Administration 94  93
 Production 90  85
 Sales, distribution and retail 649  605
  833  783 35 Wynnstay Group Plc Annual Report & Accounts 2012
7.   DIRECTORS’ REMUNERATION
 Aggregate Directors’ remuneration
  2012  2011
  £000  £000
 Directors’ emoluments 640  540
 Company contributions to money purchase pension schemes 24  23
  664  563
 
  Details of the Directors’ interest in the share capital of the company, including outstanding share options at the year end, are provided in the Directors‘ 
Report. The following remuneration detail is provided in accordance with AIM Rule 19.
  Basic  Benefits Annual 2012 2011
  salary  in kind bonuses Total Total
  £000 £000 £000 £000 £000
 Executives      
 K R Greetham 130 9 57 196 189
 B P Roberts 98 8 29 135 128
 D A T Evans 80 7 24 111 104
 Non-Executives      
 E G Owen  44 1 - 45 22
 J J McCarthy (appointed 21 July 2011) 30 - - 30 7
 J E Davies 47 1 - 48 38
 J C Kendrick  37 - - 37 21
 Lord Carlile CBE, QC  37 1 - 38 22
 E E Hughes (retired 15 March 2011) - - - - 9
  503 27 110 640 540
 
 Directors’ pension entitlements
  2012 2011
  No. No.
 
 Money purchase pension scheme 3 3
  
  £000 £000
 Contribution paid by the Group to money purchase 
 pension schemes in respect of such directors were:  
 
 K R Greetham  13 12
 B P Roberts 6 6
 D A T Evans  5 5
  24 23 36 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
8.   TAXATION
  2012  2011
 Analysis of tax charge in year £000  £000
 Current tax  
 - continuing operations 1,974  2,066
 - adjustments in respect of prior years 8  (126 )
 Total current tax 1,982  1,940
 Deferred tax  
 - accelerated capital allowances  (35 ) (89 )
 - effect of decrease of rate (20 ) -
 Total deferred tax (55 ) (89 )
 Tax on profit on ordinary activities 1,927  1,851
  
 Factors affecting tax charge for the year
 The tax assessed for the year is at the standard rate of corporation tax in the UK applicable to the Group 24.83% (2011: 26.83%), explained as follows:
  2012  2011
  £000  £000
 Profit on ordinary activities before tax 7,760  6,852
 Profit on ordinary activities multiplied by standard rate of 
 corporation tax in the UK of 24.83% (2011: 26.83%) 1,927  1,841
 
 Effects of:  
 Tax effect of share of profit of associates and joint ventures (42 ) (43 )
 Expenses not deductible for tax purposes 23  19
 Adjustment to tax charge in respect of prior years 8  (126 )
 Utilisation of tax losses -  (30 )
 Effect of decrease in rate (20 ) -
 Other items 31  190
 Total tax charge for year 1,927  1,851
 
 Factors that may affect future tax charges
  The 2012 Budget on 23 March 2012 announced that the UK corporation tax rate will reduce to 22% by 2014. A reduction in the rate from 26% to 25% 
(effective from 1 April 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (effective from 1 April 2012) and 23% (effective from 
1 April 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively.
  This will reduce the company’s future current tax charge accordingly. The deferred tax liability at 31 October 2012 has been calculated based on the rate of 
23% substantively enacted at the balance sheet date. It has not yet been possible to quantify the full anticipated effect of the announced further 1% rate 
reduction, although this will further reduce the company’s future current tax charge and reduce the company’s deferred tax liability accordingly. 37 Wynnstay Group Plc Annual Report & Accounts 2012
9.   DIVIDENDS
  2012  2011
  £000  £000
 Final dividend paid for prior year 865  776
 Interim dividend paid for current year 476  431
  1,341  1,207
    
  Subsequent to the year end it has been recommended in the Directors’ Report that a final dividend of 5.65p net per ordinary share (2011: 5.20p) be paid 
on 30 April 2013. Together with the interim dividend already paid on 31 October 2012, of 2.85p net per ordinary share (2011: 2.60p) this would result in a 
total dividend for the financial year of 8.50p net per ordinary share (2011: 7.80p).
10.   EARNINGS PER SHARE
  Basic earnings per share  Diluted earnings per share
  2012 2011 2012  2011  
 Earnings attributable to shareholders (£000) 5,833 5,001 5,833  5,001
 Weighted average number of shares in issue during the year (number ‘000) 16,669 16,545 17,130  16,969
 Earnings per ordinary 25p share (pence) 34.99 30.23 34.05  29.47
  Basic earnings per 25p ordinary share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of  
ordinary shares in issue during the year excluding those held in the Employee Share Ownership Trust (note 32) which are treated as cancelled. 
  For diluted earnings per share, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares 
(share options and warrants) taking into account their exercise price in comparison with the actual average share price during the year.  
  
11.   GOODWILL
 
  After initial recognition, goodwill is subject to annual impairment tests or more frequently if events or changes in circumstances indicate that it might be 
impaired, in accordance with IAS 36. 
 Group £000
 Cost 
 At 1 November 2010 12,784
 Additions  3,897
 At 31 October 2011  16,681
 Additions  570
 At 31 October 2012 17,251
 Aggregate impairment 
 At 1 November 2010  1,329
 Impairment charge  263
 At 31 October 2011 1,592
 Impairment charge 45
 At 31 October 2012 1,637
 Net book value           
 At 31 October 2012 15,614
 At 31 October 2011  15,089 38 www.wynnstay.co.uk
11.   GOODWILL (continued)
 Company £000
 Cost 
 At 1 November 2010 and  31 October 2011  3,345
 Additions  120
 Transfer from investments  3,153
 At 31 October 2012 6,618
 Aggregate impairment
 At 1 November 2010, 31 October 2011 and 31 October 2012  894
 Net book value 
 At 31 October 2012 5,724
 At 31 October 2011 2,451
 
 During the year investments valued at £3,152,946 has been transferred to Goodwill in the company.
 
 Goodwill Impairment 
 Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if there are indications  
 that goodwill may be impaired. Goodwill acquired in a business combination is allocated to groups of cash-generating units according to the level at   
 which management monitor that goodwill.
  Recoverable amounts for cash-generating units are based on the higher of value in use and fair value less costs to sell. Value in use is calculated from cash 
flow projections for the next 10 years using data from the Group’s latest internal forecasts, the results of which are reviewed by the Board.
 
  The key assumptions for the value in use calculations are those regarding discount rates, growth rates and expected changes in margins. Management 
estimate discount rates using pre-tax rates that reflect the current market assessment of the time value of money and the risks specific to the cash- 
generating units. Changes in selling prices and direct costs are based on past experience and expectations of future changes in the market.
  Given the current economic climate, a sensitivity analysis has been performed in assessing the recoverable amounts of goodwill.
  In October 2012 and 2011 impairment reviews were performed by comparing the carrying value of goodwill with the recoverable amount of the cash-
generating units to which goodwill has been allocated.
  The pre-tax discount rates used to calculate value in use range from 6% to 12% (2011: 2% to 9%) in respect of Agriculture and 9% to 15% (2011: 6% to 12%) 
in respect of Specialist Retail. These discount rates are derived from the Group’s weighted average cost of capital, as adjusted for the specific risks relating 
to each operating segment.
 
 The forecasts are extrapolated based on estimated long-term average growth rates of 0% to 6% (2011: 0%).
 Management have identified a number of cash generating units within these two operating segments.
Notes to the Financial Statements (continued) 39 Wynnstay Group Plc Annual Report & Accounts 2012
12.  PROPERTY, PLANT AND EQUIPMENT
  Leasehold land Freehold land Plant, machinery Motor  Total
  and buildings and buildings and office  vehicles
    equipment
 Group £000 £000 £000 £000  £000
 Cost      
 At 1 November 2010 1,314  11,143  16,542  5,015  34,014
 Additions  23  1,343  1,102  892  3,360
 Acquisitions through business combinations -  -  49  -  49
 Disposals -  (295 ) (402 ) (381 ) (1,078 )
 Reclassified as assets held for resale -  (306 ) (208 ) -  (514 )
 At 31 October 2011 1,337  11,885  17,083  5,526  35,831
 Additions 69  384  1,399  917  2,769
 Acquisition through business combinations -  -  8  154  162
 Disposals (51 ) -  (396 ) (562 ) (1,009 )
 At 31 October 2012 1,355  12,269  18,094  6,035  37,753
 Depreciation
 At 1 November 2010 386  2,793  10,757  3,038  16,974
 Charge for the year  76  430  1,098  764  2,368
 Impairment charge -  176  -  -  176
 On disposals  -  (104 ) (330 ) (352 ) (786 )
 Reclassified as assets held for resale -  (81 ) (204 ) -  (285 )
 At 31 October 2011 462  3,214  11,321  3,450  18,447
 Charge for the year 68  299  1,213  895  2,475
 Acquisitions through business combinations -  -  7  38  45
 On disposals (48 ) -  (389 ) (525 ) (962 )
 At 31 October 2012 482  3,513  12,152  3,858  20,005
 Net book value     
 At 31 October 2012 873  8,756  5,942  2,177  17,748
 At 31 October 2011 875  8,671  5,762  2,076  17,384
  
  The net book value of plant and machinery and motor vehicles above includes amounts of £1,697,158 (2011: £1,655,955) representing assets held  
under finance leases. The impairment of freehold land and building in the prior year was charged through administration expenses in the statement of 
comprehensive income. 40 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
12.  PROPERTY, PLANT AND EQUIPMENT (continued)
   Freehold land Plant, machinery Motor  Total
   and buildings and office  vehicles
    equipment
 Company  £000 £000 £000  £000
 Cost      
 At 1 November 2010   10,509  11,793  4,401  26,703
 Additions   1,343  597  845  2,785
 Disposals    (295 ) (256 ) (280 ) (831 )
 Reclassified as assets held for resale   (306 ) (208 ) -  (514 )
 At 31 October 2011   11,251  11,926  4,966  28,143
 Additions   384  710  852  1,946
 Disposals    -  (242 ) (475 ) (717 )
 Transfer of assets    -  8  154  162
 At 31 October 2012   11,635  12,402  5,497  29,534
 Depreciation    
 At 1 November 2010   2,802  8,709  2,711  14,222
 Charge for the year   244  667  670  1,581
 Impairment charge   176  -  -  176
 On disposals    (104 ) (227 ) (275 ) (606 )
 Reclassified as assets held for resale   (81 ) (204 ) -  (285 )
 At 31 October  2011   3,037  8,945  3,106  15,088
 Charge for the year   291  567  794  1,652
 On disposals    -  (242 ) (463 ) (705 )
 On assets transferred    -  7  38  45
 At 31 October 2012   3,328  9,277  3,475  16,080
 Net book value    
 At 31 October 2012   8,307  3,125  2,022  13,454
 At 31 October 2011    8,214  2,981  1,860  13,055
 
  The net book value of plant and machinery and motor vehicles above includes amounts of £1,563,552 (2011: £1,430,058) representing assets held under 
finance leases.
  41 Wynnstay Group Plc Annual Report & Accounts 2012
13.  FIXED ASSET INVESTMENTS
  Joint ventures  Associate  Other unlisted  Total
      investments
 Group £000  £000  £000  £000
 Cost      
 At 1 November 2010 2,430  558  181  3,169
 Disposals  -  -  (1 ) (1 )
 Share of profit / Investment Income 49  113  -  162
 Dividend income received from associate -  (100 ) -  (100 )
 At 31 October  2011         2,479            571  180  3,230
 Share of profit / Investment Income 198  (28 ) 1  171
 Dividend income received from joint venture (100 ) -  -  (100 )
 At 31 October 2012 2,577  543  181  3,301
 Provision for impairment    
 At 1 November 2010, 31 October 2011, 31 October 2012 69  -  27  96
 Net book value    
 At 31 October 2012 2,508  543  154  3,205
 At 31 October 2011 2,410  571  153  3,134
  Share in group Joint Associate Other unlisted  Total
  undertakings ventures  investments
 Company £000 £000 £000 £000  £000
 Cost      
 At 1 November 2010 16,780  1,130  48  174  18,132
 Additions / Investment Income 5,014  -  -  -  5,014
 Disposal   (187 ) -  -  -  (187 )
 At 31 October 2011 21,607  1,130  48  174  22,959
 Additions / Investment Income 488  -  -  1  489
 Disposal (590 ) -  -  -  (590 )
 Repayment  -  (100 ) -  -  (100 )
 Transferred to goodwill  (3,153 ) -  -  -  (3,153 )
 At 31 October 2012 18,352  1,030  48  175  19,605
     
 Provision for impairment
 At 1 November 2010, 31 October 2011, 31 October 2012 -  69  -  27  96
 Net book value     
 At 31 October 2012 18,352  961  48  148  19,509
 At 31 October 2011  21,607  1,061       48  147  22,863
  42 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
14. PRINCIPAL SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
 
 Principal subsidiaries
 Subsidiary undertakings represent the following limited companies, all of which were incorporated in the UK:
 Company name Proportion of shares held ordinary % Nature of business
 Glasson Group (Lancaster) Limited  100 Holding company
 Glasson Grain Limited  100 Grain merchant 
 Just for Pets Limited 100 Retailer of pet products
 Woodheads Seeds Limited  100 Seed merchants
 Youngs Animal Feeds Limited 100 Agricultural merchant
 Grainlink Limited 100 Grain merchant
 L N Jones (Tattenhall) Limited 100 Dormant company
 Wrekin Grain Limited 100 Dormant company
 Eifionydd Farmers Limited 100 Dormant company
 Glasson Shipping Services Limited 100 Dormant company
 Glasson Fertilisers Limited 100 Dormant company
 Westhope Livestock Supplies Limited 100 Dormant company
 MVZ Farm Supplies Limited 100 Dormant company
 Shropshire Grain Limited 100 Non-trading company 
 Wilsons Pet Centres Limited 100 Dormant company
 Welsh Feed Producers Limited 100 Non-trading company
 C A Davies & Sons Limited 100 Dormant company
 Pigeon Post Limited  100 Dormant company 
 Wynnstay Country Farmstock Limited  100 Dormant company
 Dollin and Morris Limited 100 Dormant company
 Petssesories Limited  100 Dormant company
 C & M Transport Limited 100 Non-trading company 
 PSB (Country Supplies) Limited 100 Non-trading company 
  Woodheads Seeds Limited prepared statutory accounts for the 18 month period to 31 October 2012 to bring their year end co-terminous with the Group. 
The 12 month period to 31 October 2012 have been used for consolidated purposes in these Group financial statements.
  Investments in the subsidiaries listed above are held directly by Wynnstay Group plc, with the exception of the following which are direct subsidiaries of 
the respective following companies:
  Glasson Group (Lancaster) Limited
 Glasson Shipping Services Limited
 Glasson Grain Limited
 Glasson Fertilisers Limited
 Youngs Animal Feeds Limited
 Dollin and Morris Limited
 Just for Pets Limited 
 Petssesories Limited 
 Principal joint ventures
 The above interests in joint ventures are represented by the following limited companies, all of which were incorporated in the UK: 
 Company name Proportion of shares held Ordinary % Nature of business
 Wyro Developments Limited 50% - Ordinary Property development
 Bibby Agriculture Limited 50% - Ordinary Distribution of compound animal feeds 
  50% - Preference 
 Fertlink Limited  50% - Ordinary  Fertiliser blending
  Investments in joint ventures listed above are held directly by Wynnstay Group plc, with the exception of Fertlink Limited which is a joint venture with  
Glasson Grain Limited. 43 Wynnstay Group Plc Annual Report & Accounts 2012
 Joint ventures are accounted for using the equity method.
 The aggregate amounts of the Group’s share of joint venture assets and liabilities are: 
  2012  2011
  £000  £000
 Non-current assets  774  691
 Current assets  5,649  5,212
 Current liabilities  (4,670 ) (4,404 )
 Non-current liabilities  (3 ) (9 )
 Net Assets 1,750  1,490
 The aggregate amount of the Group’s share of joint venture revenue and expenses not included in these financial statements are:
  2012  2011
  £000  £000
 Revenue  23,472  12,221
 Expenses  (23,150 ) (12,128 )
 
 The aggregate amount of the Group’s share of pre-tax profits included in these financial statements is:
 
  2012  2011
  £000  £000
 Group’s share of joint ventures profit before tax 277  93
 Principal associate
 The above interests in associates is represented by the following limited company, which was incorporated in the UK:
 Company name Proportion of shares held Ordinary % Nature of business 
 Wynnstay Fuels Limited 40% Supply of petroleum products
 Summarised financial information in respect of the Group’s associate is as follows:
  2012  2011
  £000  £000
 Total assets  3,809  4,535
 Total liabilities  (2,575 ) (2,982 )
 Net assets  1,234  1,553
 Group’s share of associate’s net assets 493  621
 Total revenue 23,388  22,769
 (Loss)/profit for the period  (121 ) 383
 Group’s share of associate’s (loss)/profit before tax (48 ) 153
 For the purposes of consolidation, the following periods of account have been used for each of the associated undertakings and joint ventures:
 Company Accounting period
 Wyro Developments Limited 31 October 2012
 Wynnstay Fuels Limited 31 December 2011
 Bibby Agriculture Limited 1 September 2012
 Fertlink Limited  31 October 2012
  IAS 27 “Consolidated and separate financial statements” and IAS 28 “Investments in Associates” require the use of accounting periods within 3 months of 
the year end. Because of the other parties involved, Wynnstay Group Plc are unable to influence a change in accounting reference date of Wynnstay Fuels 
Limited. In the opinion of the directors there is no material effect on the reported figures as a result of this departure. 44 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
14. PRINCIPAL SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE (continued)
 Trading Transactions
 During the year, the Group and Company entered into the following trading transactions with subsidiaries, associates and joint ventures:
           Company
      2012  2011
 Transactions and balances with subsidiaries     £000  £000
 Amounts due from subsidiary undertakings:     
 Trade receivables     490  296
 Amounts due to subsidiary undertakings:    
 Trade payables     1,980  2,104
 Transactions reported in the statement of comprehensive income:    
 Revenue     2,933  1,629
 Purchases     12,286  11,334
    Group         Company
  2012  2011  2012  2011
 Transactions and balances with associate £000  £000  £000  £000
 Amounts due from associated undertaking:    
 Trade receivables 4  411  4  411
  4  411  4  411
 Amounts due to associated undertaking:    
 Trade payables 273  1,334  271  1,297
  273  1,334  271  1,297
 Transactions reported in the statement of comprehensive income:    
 Revenue 40  63  40  63
 Purchases 897  573  869  536
    Group         Company
  2012  2011  2012  2011
 Transactions and balances with joint ventures £000  £000  £000  £000
 Amounts due from joint ventures:    
 Trade receivables 957  880  863  880
 Loans 3,252  3,493  3,252  3,493
  4,209  4,373  4,115  4,373
 Amounts due to joint ventures:    
 Trade payables 113  40  40  40
  113  40  40  40
 Transactions reported in the statement of comprehensive income:    
 Revenue 11,359  7,750  8,741  7,750
 Purchases 3,363  158  168  158
 Income received 76  72  76  72
 
  Sales of goods to related parties were made at the Group’s usual list prices, less average discounts. Purchases were made at market price discounted to 
reflect the quantity of goods purchased and relationships between the parties. 45 Wynnstay Group Plc Annual Report & Accounts 2012
15. BUSINESS COMBINATIONS
   During the year the Group completed three acquisitions, one of which was structured as an asset purchase and two as share purchases. 
  The asset transaction was the purchase of goodwill and certain assets from Whitchurch Animal Health Limited on 4 September 2012, for a consideration of 
£227,613, consisting of goodwill of £120,001 and stock and certain net assets of £107,612.
  On 16 March 2012, the Group completed the acquisition of the entire share capital of C & M Transport Limited for a total consideration of £186,215. The 
trading activities and net tangible assets of £136,215 were immediately transferred to the parent company and, as the assets inclusive of net cash of 
£72,000 are no longer distinguishable, the goodwill arising on the acquisition of £50,000 included in the consideration has been expensed in the period.
  On 31 May 2012 the Group completed the acquisition of the entire share capital of PSB (Country Supplies) Limited, an independent agricultural inputs 
supplier based in Tetbury, Gloucestershire.
  Details of the trade, asset values acquired and the consideration are given below, together with details, subject to the comments below, of revenues and 
operating profits generated in the period:
 PSB (Country Supplies) Limited 
 Date of acquisition     31 May 2012
      Book and fair value  
      £000
 Fair value of acquisition :   
 Plant and equipment      44
 Trade receivables       460
 Inventories      238
 Other current assets      13
 Other current liabilities      (582 )
 Acquired debt: liquid     (135 )
 Net assets acquired     38
 Goodwill      450  
 Total consideration     488
 Consideration transferred to gain control :
 Cash paid on completion     338
 Fair value of contingent consideration     150 
 Total Consideration     488
 Revenue in the period to 31 May 2012      3,364
 Operating profit in period to 31 May 2012     92
  The acquisition of the business extends the Group’s geographic trading area and farmer customer base, as well as adding an additional outlet to the Group’s 
Country Store chain. 
 The directors have considered whether any specific intangibles can be identified within the values of goodwill and do not consider any readily identifiable.
  On 1 June 2012 the trade and assets of PSB (Country Supplies) Limited were hived up into Wynnstay Group Plc, and the respective results generated from 
the acquired business for the period to 31 October 2012 and included in the results of Wynnstay Group plc were, revenue of £1,227,000 and operating profit 
of £17,500.
 Payment of the contingent consideration is dependent on future turnover and profitability.
 The maximum additional possible consideration of £150,000 is in line with the fair value. 46 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
16. INVENTORIES
  Group Company
    Restated
  2012  2011  2012  2011
  £000  £000  £000  £000
 Raw materials and consumables 8,792  6,254  1,258  1,406
 Finished goods and goods for resale 18,421  17,433  13,940  12,926
  27,213  23,687  15,198  14,332
 
  In the preceding year some of the Group’s inventories were classified as finished goods. It is considered that these balances are more appropriately  
classified as raw material, therefore prior year comparatives have been restated accordingly. This has no impact on the Group or Company primary  
statements.
17. TRADE AND OTHER RECEIVABLES
  Group Company
  2012  2011  2012  2011
 Current £000  £000  £000  £000
 Trade receivables 44,196  43,164  26,832  26,728
 Amounts owed by group undertakings -  -  160  160
 Other receivables 2,121  2,420  717  982
 Fair value of derivatives  665  -  -  -
  46,982  45,584  27,709  27,870
 Trade receivables are stated after a provision for impairment of £748,316 (2011: £729,857) (Company £434,876 (2011: £421,876)).
18. AVAILABLE FOR SALE ASSETS
 Available for sale assets relate to a property formerly included within fixed assets but now held for resale.
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 Available for sale assets  2,157  682  2,157  682
  2,157  682  2,157  682
19. TRADE AND OTHER PAYABLES
  Group Company
 Current 2012  2011  2012  2011
  £000  £000  £000  £000
 Trade payables 37,044  40,208  25,662  26,942
 Amounts owed to group undertakings -  -  3,884  5,005
 Other taxes and social security 582  693  319  447
 Other payables  1,165  1,046  376  495
 Accruals and deferred income 4,031  4,415  1,917  2,450
 Contingent consideration 915  1,750  915  1,750
 Deferred consideration  -  50  -  -
  43,737  48,162  33,073  37,089
 
 Included within the Company’s trade payables are £1,979,673 (2011: £2,103,812) of intercompany trade creditors. 47 Wynnstay Group Plc Annual Report & Accounts 2012
  Group Company
 Non-current 2012  2011  2012  2011
  £000  £000  £000  £000
 Other payables 108  92  -  -
 Government grants  48  58  -  -
  156  150  -  -
20. CURRENT TAX LIABILITIES
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 Current tax liabilities 1,349  2,002  623  600
  1,349  2,002  623  600
21. CASH AND CASH EQUIVALENTS AND BANK OVERDRAFTS
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 Cash and cash equivalents per balance sheet  699  1,351  17  1,286
 Bank overdrafts (6,376 ) (1,358 ) (1,377 ) -
 Cash and cash equivalents per    
 Cash flow statement (5,677 ) (7 ) (1,360 ) 1,286
22. FINANCIAL LIABILITIES - BORROWINGS
  Group Company
  2012  2011  2012  2011
 Current £000  £000  £000  £000
 Bank loans and overdrafts due within one year or on demand:    
 Secured overdrafts 6,376  1,358  1,377  -
 Secured loans 3,299  2,152  3,115  1,938
  9,675  3,510  4,492  1,938
 Loan capital (unsecured) 708  717  708  717
 Other loanstock (unsecured) 17  17  17  17
 Net obligations under finance leases 586  582  543  503
  10,986  4,826  5,760  3,175
  Group Company
  2012  2011  2012  2011
 Non-current £000  £000  £000  £000
 Bank loans:     
 Secured 2,771  2,568  2,672  2,284
  2,771  2,568  2,672  2,284
 Net obligations under finance leases 728  628  689  600
  3,499  3,196  3,361  2,884
  After 31 August 2006 the loanstock is redeemable at par at the option of the Company. Interest at 1.5% per annum is payable to the holders of the  
loanstock. 48 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
22. FINANCIAL LIABILITIES - BORROWINGS (continued) 
 
 The bank loans include term loans repayable by instalments as follows:
 Lender Monthly Balance Balance Interest Maturity
   instalment outstanding outstanding rate date
   2012 2011
 Barclays Bank Plc £53,774 £2,154,686 £2,736,486 2% over base rate May 2016
 HSBC Bank Plc £46,538 £127,687 £680,024 1.0% over base rate Jan 2013
 HSBC Bank Plc £52,389 £1,504,206 £ nil 1.8% over base rate Nov 2016
 Barclays Bank Plc £4,167 £16,160 £66,160 1.10% over base rate  Feb 2013
 HSBC Bank Plc n/a £2,000,000 £500,000 1.85% over base rate Apr 2013
 HSBC Bank Plc £14,323 £267,675 £432,372 1.5% over base rate May 2014
 HSBC Bank Plc £30,687 £ nil £304,745 0.9% over base rate August 2012
 
 These loans are secured by legal charges over certain of the Company’s freehold property.
  Bank loans and overdrafts include overdrafts totalling £4,999,271 (2011: £1,357,574) relating to subsidiary companies, which are secured by debentures 
over the assets of those companies. 
  
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 Borrowings are repayable as follows:    
 On demand or within one year 10,986  4,826  5,760  3,175
 In the second year 1,501  1,286  1,384  1,077
 In the third to fifth years inclusive 1,998  1,910  1,977  1,807
 Over five years -  -  -  -
  14,485  8,022  9,121  6,059
 Finance leases included above are repayable as follows:
 On demand or within one year 586  582  543  503
 In the second year 391  372  373  348
 In the third to fifth years inclusive 337  256  316  252
 Over five years -  -  -  -
  1,314  1,210  1,232  1,103
 The net borrowings are:    
 Borrowings as above 14,485  8,022  9,121  6,059
 Cash and cash equivalents (699 ) (1,351 ) (17 ) (1,286 )
 Net debt 13,786  6,671  9,104  4,773
23. FINANCIAL INSTRUMENTS
 
 Fair values of non-derivative financial assets and financial liabilities
 The fair value of current asset and current liabilities are assumed to approximate to book value due to the short-term maturity of their instruments. 
  Where market values are not available, fair values of financial assets and financial liabilities have been calculated by discounting expected future cash 
flows at prevailing interest rates. The fair value of current assets and current liabilities are assumed to approximate to the book value due to the short term 
maturity of the instruments. The fair value of the non-current borrowings have been assessed and are not deemed to differ materially from book value.
  49 Wynnstay Group Plc Annual Report & Accounts 2012
 Fair values of derivative financial assets and financial liabilities
  Derivatives are used to hedge exposure to market risks, and those that are held as hedging instruments are formally designated as hedges as defined in IAS 
39. Derivatives may qualify as hedges for accounting purposes and the Group’s hedging policies are further described below:
 Fair value hedges
  The Group maintains futures based commodity contracts to hedge against the open long or short physical positions on its forward purchase and sales 
books. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the Group Statement of Comprehensive 
Income, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss on the hedging  
instrument and hedged item is recognised in the Group Statement of Comprehensive Income. If the hedge no longer meets the criteria for hedge accounting, 
the adjustment to the carrying value of the hedged item is amortised to the Group Statement of Comprehensive Income under the effective interest rate 
method.
  The Group’s derivative financial assets and liabilities that are measured at fair value at 31 October 2012, have been considered against the following  
hierarchical criteria to assess their classification level:
 • quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
 •  inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that 
is, derived from prices) (Level 2); and
 • inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
 All derivative financial assets and liabilities are classified as Level 1 instruments as they are valued at quoted market prices. 
 Risks associated with financial instruments
 The main risks to which the Group is exposed are as follows: 
 Market Risk
  Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices that will affect the Group’s income or 
the value of its holdings of financial instruments
 Interest rate risk
  While currently most of the Group’s term debt is floating base rate linked, the Board constantly review their option to fix the rates attached to this debt 
through the use of Interest rate swap derivatives. Fixed rate term finance is used for the acquisition of vehicles.
 Foreign currency risk
  The main currency related risk to the Group comes from the forward purchasing of imported raw materials for our Glasson Grain business. This risk is mainly 
managed by entering into currency purchase agreements at the time the underlying transaction is completed. The fair value of these contracts is not  
material.
 As at the year end the principal amounts relating to forward purchased currency amounted to £2,026,000 (2011: £3,279,000)
 Commodity price risk
  While the Group does not engage in the taking of speculative commodity positions, it does have to make significant forward purchases of certain raw 
materials, particularly for use in its animal feed manufacturing activities. Position reporting systems are in place to ensure the Board is appraised of the 
exposure level on a regular basis, and where possible hedging tools, primarily wheat futures contracts on the London LIFFE market are used to manage price 
decisions.
 Credit risk
  Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises 
principally from the Group’s receivables from customers and investment securities.
 A significant proportion of the Group’s trade is conducted on credit terms and as such a risk of non-payment is always present.  50 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
 23. FINANCIAL INSTRUMENTS (continued) 
 
  Detailed systems of credit approval before initial supply, the operations of credit limits and an active credit control policy act to minimise this risk and 
historically the incidence of bad debts is low. The recent growth of the Group’s grain trading activities has exposed it to certain new substantial customer  
credit balances, and to assist in mitigating this perceived additional risk, a credit insurance policy has been purchased to provide partial cover against 
default by certain customers.
 The overdue accounts are reviewed monthly at divisional management meetings to mitigate exposure to credit risk and make provisions accordingly.
  Concentration of credit risk with respect to trade receivables is limited due to the Group’s customer base being large and unrelated. Due to this,  
management believes that there is no further credit risk provision required in excess of the normal provision for doubtful receivables. Included within the 
Company Trade receivables are £490,295 (2011: £296,387) of intercompany trade debtors.
 At 31 October 2012 trade receivables of £6,148,000 (2011: £6,275,000), (Company £4,230,000 (2011: £4,684,000)) were past due but were not impaired.
 These related to a number of independent customers for whom there is no recent history of default.
 The aging analysis is as follows:
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 Up to 3 Months  5,180  5,068  3,562  3,796
 Over three months   968  1,207  668  888
 Liquidity risk
 Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
 The Group has appropriate overdraft facilities in place to allow flexibility in managing liquidity.  
 The effective interest rates at the balance sheet dates were as follows: 
  Group Company
  2012  2011  2012  2011
 Bank overdraft  2.1%  2%  1.8%  2%
 Bank borrowings  2.4%  2.25%  2.4%  2.25%
 Loan capital  1.5%  1.5%  1.5%  1.5%
 Finance leases  5.54%  4.75%  5.54%  4.75%
 
24. DEFERRED TAXATION
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 At 1 November 2011 372  461  60  122
 Arising on business combinations -  6  -  -
 Charge/(credit) for the year (55 ) (95 ) 45  (62 )
 At 31 October 2012 317  372  105  60
 The provision for deferred taxation is made up as follows:
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 Accelerated capital allowances 317  372  105  60
  317  372  105  60 51 Wynnstay Group Plc Annual Report & Accounts 2012
25. SHARE CAPITAL
  2012 2011
   No. of   shares    No. of   shares 
           000  £000  000  £000
 Authorised     
 Ordinary shares of 25p each  40,000  10,000  40,000  10,000
 Allotted, called up and fully paid    
 Ordinary shares of 25p each 16,742  4,186  16,614  4,154
  During the year 90,786 shares (2011: 106,263) were issued with an aggregate nominal value of £22,697 (2011: £26,566) and were fully paid up for  
equivalent cash of £342,681 (2011: £368,057) to shareholders exercising their right to receive dividends under the Company’s scrip dividend scheme. 
  A total of 16,678 (2011: Nil) shares with an aggregate nominal value of £4,170 (2011: £Nil) were issued for a cash value of £39,332 (2011: £Nil) to relevant 
holders exercising options in the Company and a further 20,204 shares (2011: Nil) were issued to other parties for a total cash value of £53,103 (2011: £Nil). 
26. SHARE BASED PAYMENTS
 The following options were exercised, lapsed and outstanding at the year end:
  Exercise Exercisable by As at 1  (Exercised)  Lapsed  As at 31
  Price per  November  /Issued  in year  October
  share £  2011  in year    2012  
 Discretionary Share Option Schemes 
 Granted August 2008   2.5300 Sept 2013 - Aug 2018 223,000  (8,000 ) (18,000 ) 197,000
 Granted October 2008   0.2500 Oct 2013 - Mar 2014 177,000  -  -  177,000
 Granted April 2012   3.7500 April 2015 - March 2022 -  40,000  -  40,000
    400,000  32,000  (18,000 ) 414,000
 Savings Related Option Schemes
 Granted August 2008 2.2000 Sept 2013 -  Feb 2014 342,386  (4,438 ) (8,873 ) 329,075
 Granted March 2010 2.2000 April 2015 - Sept 2015 211,135  (4,240 ) (12,858 ) 194,037
 Granted August 2012 3.4000 Sept 2017 - Feb 2018 -  169,327  (2,646 ) 166,681
    553,521  160,649  (24,377 ) 689,793
     953,521  192,649  (42,377 ) 1,103,793
  During the year 8,000 Discretionary Share Options and 8,678 Savings Related Options were exercised and satisfied by the allotment of new shares  
by the Company. During the previous financial year 25,000 Discretionary Share Options and 4,438 Savings Related Options were exercised and satisfied by  
the transfer of 29,438 shares from the Company’s Employee Share Ownership Trust. The change in the numbers of other Savings Related Options relates 
to members withdrawing from the scheme by leaving employment or closing their savings contracts. 52 www.wynnstay.co.uk
Notes to the Financial Statements (continued)
26. SHARE BASED PAYMENTS (continued)  
 Fair Value of Options after 7 November 2002
  During the year, the Group charged £203,426 (2011: £158,474) of share based remuneration cost to its Statement of Comprehensive Income based on a 
movement in the fair value of outstanding options granted after November 2002. The weighted average fair value of these options were estimated by using 
the Black-Scholes option-pricing model and the following  assumptions.  
 Weighted average assumptions  2012  2011
 Share price at year end  £4.01 £3.39
 Average share price  £3.77 £2.73
 Exercise price  £2.06 £1.93
 Expected volatility   12.3% 1.04%
 Expected life  1.78 years 2.70 years
 Number of options  1,103,793 953,521
 Risk free interest rate  0.50% 0.50%
 Number of Options exercisable  Nil  Nil
  The expected volatility used was the standard deviation of the daily share price over the previous year and the risk fee interest rate was based on bank base 
rate at the year end. 
27.  CONTINGENT LIABILITIES
 The Company is part of a composite banking agreement with Just for Pets Limited and Youngs Animal Feeds Limited.
 Under the terms of the agreement the bank is authorised to offset credit balances to reduce the liabilities of the other companies included in the agreement.  
 At the balance sheet date the potential combined liability to the Companies was £935,777 (2011: £nil)
28.  CAPITAL COMMITMENTS
 At 31 October 2011 the Group and Company had capital commitments as follows:
  Group Company
 Contracts placed for future capital expenditure not 2012  2011  2012  2011
 provided in the financial statements £000  £000  £000  £000 
  158  1,700  132  1,374
29.  OPERATING LEASE COMMITMENTS
 At 31 October 2012 the Group and Company had non-cancellable operating leases payable as follows: 
  Land and Buildings Other
                             Restated                             Restated 
  2012  2011  2012  2011
  £000  £000  £000  £000
 Group
 Expiry date:    
 Within 1 year 2,213  1,926  69  118
 Between 2 and 5 years 7,285  6,817  138  198
 Over 5 years 5,132  5,092  10  32
 Company  
 Expiry date:    
 Within 1 year 267  232  -  47
 Between 2 and 5 years 691  738  -  12
 Over 5 years 476  561  -  -
  In the preceding year the operating lease commitments were inappropriately classified, therefore the comparatives have been restated accordingly to show 
the correct classification. This has no impact on the Group or Company primary statements. 53 Wynnstay Group Plc Annual Report & Accounts 2012
30.  GROUP FINANCIAL COMMITMENTS
 The Group has guaranteed the overdrafts of one of its joint ventures to a maximum of £125,000 (2011: £125,000).
31.  PENSION COMMITMENTS
  The Group operates two defined contribution pension schemes which are administered on separate bases. The pension and associated costs charge for the 
year was £643,000 (2011: £625,000). The liability owed to the pension schemes at 31 October 2012 was £72,311 (2011: £59,795).
32.  EMPLOYEE SHARE OWNERSHIP TRUST
  The Company operates an employee share ownership trust (ESOP). As at 31 October 2012, 5,562 ordinary 25p shares (2011: 38 ordinary 25p shares) were 
held by the trust with a market value of £22,303 (2011: £129). The assets, liabilities, income and costs of the ESOP are incorporated into the financial 
statements of the Group. 
33.  POST BALANCE SHEET EVENT
 On 9 November 2012 the Group completed the acquisition of the entire share capital of Banbury Farm and General Supplies Limited.
  Details of the trade, estimated asset values acquired and the provisional price paid are given below, together with the previous trading performance of the 
Company as reported in the latest available unaudited accounts of the business.
 
 Date of acquisition     9 November  2012
      Book and fair value
      £000
 Initial Fair value of acquisition :  
 Plant and equipment      29
 Trade receivables       141
 Inventories      205
 Other current assets      119
 Other current liabilities      (236 )
 Acquired cash     957
      1,215
 Anticipated total goodwill     500
 Total consideration     1,715
 Total consideration     1,715
 Less cash utilised from acquired business     (957 )
 Less retention pending confirmation of Net Asset value at completion      (152 ) 
 Fair value of contingent consideration     (200 )
 Net cash paid on completion     406
  The final consideration to be paid is subject to confirmation of net assets and the financial performance of the acquired business in the period from  
acquisition to 9 November 2014.
  Revenue in the year to 30 September 2011, being the latest complete information available, was £1,397,000 and profit on ordinary activities before tax 
in that year was £195,000. The acquisition of the business extends the Group’s geographic trading area and farmer customer base, as well as adding an  
additional outlet to the Group’s country store chain. 
 In line with the sale and purchase agreement the maximum contingent consideration will be £200,000. 54 www.wynnstay.co.uk
34.  RELATED PARTY TRANSACTIONS
 During the year trading took place between the Group and a number of its Directors. All transactions were carried out on an arm’s length basis.
 Transactions with Key Management Personnel
  Key management personnel are considered to be Directors and their remuneration is disclosed within the Director’s Remuneration disclosure (note 7).
 
  Total sales Balance outstanding 
  2012  2011  31 Oct 2012  31 Oct 2011
  £  £  £  £
 E G Owen 118,901  111,485  1,081  700
 J J McCarthy -  -  -  -
 J C Kendrick -  -  -  -
 Lord Carlile CBE QC -  -  -  -
 K R Greetham  131  165  -  -
 D A T Evans 142,846  110,229  12,066  12,333
 B P Roberts 321  479  27  17
 E E Hughes (retired 15 March 2011) -  10,874  -  574
  262,199  233,242  13,174  13,624
35.  CASH GENERATED FROM/(USED IN) OPERATIONS
  Group Company
  2012  2011  2012  2011
  £000  £000  £000  £000
 Profit for the year  5,833  5,001  2,577  3,896
 Adjustments for:     
 Tax 1,927  1,851  823  598
 Dividend received  -  -  (979 ) (3,150 )
 Utilisation of cash acquired on acquisition -  -  -  1,000
 Depreciation of tangible fixed assets 2,475  2,543  1,652  1,757
 Impairment of other intangible fixed assets 45  263  589  -
 Impairment of investment -  -  -  -
 (Profit) on disposal of property, plant and equipment (38 ) (228 ) (45 ) (218 )
 Interest income (64 ) (72 ) (52 ) (49 )
 Interest expense 527  468  406  352
 Share of results of joint ventures and associate (171 ) (161 ) -  -
 Share based payments 203  159  203  159
 
 Changes in working capital 
 (excluding effects of acquisitions and disposals of subsidiaries):    
  Decrease/(increase) in short term loan to joint venture 241  (32 ) 241  (32 )
 (Increase) inventories  (3,165 ) (5,693 ) (866 ) (2,714 )
 (Increase) in trade and other receivables (920 ) (4,834 ) 160  (2,694 )
 (Decrease)/Increase in payables (5,030 ) 6,187  (4,059 ) 5,687
 Cash generated from operations 1,863  5,452  650  4,592
Notes to the Financial Statements (continued) 55 Wynnstay Group Plc Annual Report & Accounts 2012
Notice is hereby given that the twenty first Annual General Meeting (the 
“Meeting”) of Wynnstay Group Plc (the “Company”) will be held at The 
Sovereign Suite, Shrewsbury Town Football Club, Oteley Road, Shrewsbury, 
Shropshire, SY2 6ST on Tuesday 19 March, 2013 at 11.45 am to transact the 
following business:
ORDINARY BUSINESS
1.  To receive and adopt the Company’s annual accounts for the financial 
year ended 31 October 2012 together with the Directors’ Report and 
Auditors’ Report on those accounts.
2. To declare a final dividend for the year ended 31 October 2012.
3.  To re-appoint the following Director who retires by rotation under 
Article 91: 
 Edward Gareth Owen
4.  To re-appoint the following Director who retires by rotation under 
Article 91: 
 Jeffrey Charles Kendrick
5.  To re-.appoint KPMG Audit Plc as auditors, to hold office from the 
conclusion of the Meeting to the conclusion of the next Meeting at 
which accounts are laid before the Company at a remuneration to be 
determined by the Directors. 
6.  That, the Rules of the Wynnstay Group Plc Approved Company Share 
Option Plan submitted to this meeting, marked for the purposes 
of identification “Document A” and signed by the Chairman of the 
Company, and the Rules of the Wynnstay Group Plc SAYE Share 
Option Scheme submitted to this meeting, marked for the purposes 
of identification “Document B” and signed by the Chairman of the 
Company, be adopted and implemented by the Company. 
SPECIAL BUSINESS
To consider and, if thought fit, pass the following Resolutions which will be 
proposed as Special Resolutions :
7.  That, the Directors be and they are hereby generally and unconditionally 
authorised for the purposes of Section 551 of the Companies Act 2006 
(the “Act”) to exercise all powers of the Company to allot equity 
securities up to an aggregate nominal amount of £500,000 provided 
that this authority shall, unless renewed, varied or revoked by the 
Company in the General Meeting, expire on the earlier of the next 
Annual General Meeting of the Company and 15 months from the date 
of this Resolution save that the Company may, before such expiry, make 
an offer or agreement which would or might require relevant securities 
to be allotted after such expiry, and the Directors may allot relevant 
securities in pursuance of such offer or agreement notwithstanding 
that the authority conferred by this Resolution has expired.  This 
authority is in substitution for all previous authorities conferred upon 
the Directors pursuant to Section 80 of the Companies Act 1985, but 
without prejudice to the allotment of any relevant securities already 
made or to be made pursuant to such authorities.
8.  That, subject to passing Resolution 7 the Directors be and they 
are empowered pursuant to Section 570 of the Act to allot equity 
securities wholly for cash pursuant to the authority conferred by 
the previous Resolution as if Section 561 of the Act did not apply to 
any such allotment, provided that this power shall be limited to the 
allotment of equity securities:-
 (a)  in connection with an offer of such securities by way of rights 
to holders of Ordinary Shares in proportion (as nearly as may 
be practicable) to their respective holdings of such shares, but 
subject to such exclusions or other arrangements as the Directors 
may deem necessary or expedient in relation to fractional 
entitlements or any legal or practical problems under the laws of 
any territory, or the requirements of any regulatory body or stock 
exchange; and 
 (b)  otherwise than pursuant to sub-paragraph (a) above up to an 
aggregate nominal amount of £500,000, and shall expire on 
the earlier of the next Annual General Meeting of the Company 
and 15 months from the date of this Resolution save that the 
Company many, before such expiry make an offer or agreement 
which would or might require equity securities to be allotted 
after such expiry and the Directors may allot equity securities in 
pursuance of any such offer or agreement notwithstanding that 
the power conferred by this Resolution has expired.
Notice of Annual General Meeting Notice of Annual General Meeting 56 www.wynnstay.co.uk
9.  That, the Company be and is generally and unconditionally authorised 
for the purposes of Section 701 of the Act to make one or more market 
purchases (within the meaning of Section 693 of the Act) on the 
London Stock Exchange of Ordinary Shares of £0.25 each in the capital 
of the Company provided that:-
 (a)  the maximum aggregate number of Ordinary Shares authorised 
to be purchased is 500,000 (representing 3.0% of the Company’s 
issued ordinary share capital); 
 (b)  the minimum price which may be paid for such shares is £0.25 per 
share;
 (c)  the maximum price which may be paid for an Ordinary Shares 
shall not be more than 5% above the average of the middle 
market quotations for an ordinary share as derived from the 
London Stock Exchange Daily Official List for the five business 
days immediately preceding the date on which the ordinary share 
is purchased;
 (d)  unless previously renewed, varied or revoked, the authority 
conferred shall expire at the conclusion of the Company’s next 
Annual General Meeting or 15 months from the date of passing 
this Resolution, if earlier; and
 (e)  the Company may make a contract or contracts to purchase 
Ordinary Shares under the authority conferred prior to the expiry 
of such authority which will or may be executed wholly or partly 
after the expiry of such authority and may make a purchase of 
ordinary shares in pursuance of any such contract or contracts.
 By Order of the Board
 B P Roberts
 Company Secretary
 Wynnstay Group Plc  
 Eagle House
 Llansantffraid
 Powys 
 SY22 6AQ
 22 January 2013
Notes to the Notice of Annual General Meeting
1.  Appointment of proxies
  A member of the Company is entitled to appoint a proxy to exercise all 
or any of their rights to attend, speak and vote at the Meeting. A form 
of proxy accompanies this document and if it is to be used, it must be 
deposited at the Companies Head Office not less than 24 hours before 
the meeting.  A proxy does not need to be a member of the Company 
but must attend the Meeting to represent you. 
2. Adoption of share option schemes
  Ordinary resolution 6 is put forward because the rules of both the 
existing Company Share Option Plan and the existing Savings Related 
Share Option Schemes are due to lapse in March 2013. The Directors 
consider it appropriate for these schemes to be renewed on the same 
terms as the previous schemes and they are intended to take effect 
from the end of the existing schemes by which time provisional 
approval is anticipated to have been received from HM Revenue & 
Customs for both schemes. Copies of the rules for both schemes are 
available for inspection without charge at the Registered Office of the 
Company during normal business hours and will be available at the 
Meeting. 
3. Authority to allot shares
  Special resolutions 7 & 8 are put forward to give the directors authority 
to allot new shares (including to those shareholders exercising their 
preference to receive dividends in the form of Scrip shares). The 
resolutions limit the requested authority to the stated maximum as an 
added shareholder protection. These authorities give the directors the 
flexibility in financing possible business opportunities and are normal 
practise for a company of this size.  
4. Authority to purchase shares
  Special resolution 9 is put forward to give the directors the ability to 
buy back and cancel existing shares if they feel that such action would 
benefit all remaining shareholders.
5.  Documents on display
  Copies of necessary documents will be available for at least 15 
minutes prior to the Meeting and during the Meeting.
Notice of Annual General Meeting (continued) 57 Wynnstay Group Plc Annual Report & Accounts 2012
Financial Calendar
23 January 2013  Announcement of 2012 Results
19 March 2013 Annual General Meeting
2 April 2013 Dividend Record Date 
30 April 2013 Payment of Final 2012 Dividend
June 2013 Announcement of 2013 Interim Results Wynnstay Group Plc
Eagle House
Llansantffraid
Powys
SY22 6AQ
T: 01691 828512  F: 01691 828690  
E: info@wynnstay.co.uk
www.wynnstay.co.uk
Registered in Wales and England