Annual Report & Accounts 2011 1 Wynnstay Group Plc Annual Report & Accounts 2011
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
Advisors .................................................................................................................................... 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 .......................................................................................22
Consolidated Statement of Comprehensive Income ............................................23
Consolidated and Company Balance Sheet .............................................................24
Consolidated Statement of Changes in Equity .......................................................25
Consolidated and Company Cash Flow Statement ...............................................26
Principal Accounting Policies ........................................................................................27
Notes to the Financial Statement ................................................................................30
Notice of Annual General Meeting ..............................................................................51
Financial Calendar .............................................................................................................53
Delivering sustainable 
growth on a solid 
foundation
Financial Highlights
Growth Record
	 2011	 2010
Group	Revenue £346.18 million £243.74 million
Earnings	per	Share 30.23 pence 27.48 pence
Shareholders’	Funds £51.70 million £47.37 million
Group	EBITDA £10.07 million £9.00 million
Group	Pre	Tax	Profit* £6.94 million £5.95 million
Dividend	per	Share 7.80 pence 7.10 pence
*Group pre-tax profits include the Group’s share of pre-tax profits from joint ventures and associate investments
Earnings	per	Share	(pence)
30.23p
(2010: 27.48p)
+10%
30.23
27.48
26.42
29.26
19.63
2011
2010
2009
2008
2007
Dividend	per	Share	(pence)
7.80p
(2010: 7.10p)
+10%
7.80
7.10
6.50
6.00
5.50
2011
2010
2009
2008
2007
Group	Revenue	(£m)
£346.18m
(2010: £243.74m)
+42%
346.18
243.74
214.95
234.60
157.00
2011
2010
2009
2008
2007
110.90 2006
19.12 2006
Group	Pre	Tax	Profits*	(£m)
£6.94m
(2010: £5.95m)
+17%
6.94
5.95
5.20
5.22
3.25
2011
2010
2009
2008
2007
2.64 2006
5.25 2006 2 3 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Advisers Board of Directors
1.	John	Eric	Davies	(age 66)
Non-executive Chairman
John joined the Board of Wynnstay & 
Montgomeryshire Farmers Limited in 1980. He 
became Chairman of the Company in 1992.
2.	Edward	Gareth	Owen	(age 63)
Non-executive Vice Chairman
Gareth joined the Board of Wynnstay & 
Montgomeryshire Farmers Limited in 1985. He is 
a director of Celtic Pride Ltd.
3.	Kenneth	Richard	Greetham (age 52)
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 48)
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 43)
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.	Jeffrey	Charles	Kendrick (age 64)
Non-executive Director
Jeffrey 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.
7.	Lord	Carlile	CBE	QC	(age 63)
Non-executive Director
Lord Carlile CBE QC joined the Board in 1998 
following a period as Chairman of the Company’s 
Special Share Trust.
8.	James	John	McCarthy	(age 56)
Non-executive Director
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.
1
3
5
7
2
4
6
8
Directors J E Davies 
 E G Owen 
 J C Kendrick 
 E E Hughes (retired 15 March 2011)
 Lord Carlile CBE QC
 B P Roberts 
 K R Greetham 
 D A T Evans 
 J J McCarthy (appointed 21 July 2011)
 
Secretary B P Roberts
 
Company	Number 2704051
 
Registered	Office Eagle House
 Llansantffraid-Ym-Mechain
 Powys
 SY22 6AQ
 
Auditors Whittingham Riddell LLP
 Chartered Accountants and Statutory Auditors
 Belmont House
 Shrewsbury Business Park
 Shrewsbury
 SY2 6LG
 
Bankers HSBC Plc Nominated W H Ireland Limited
 The Cross Advisor 11 St James’s Square
 Oswestry  Manchester
 Shropshire  M2 6WH
 SY11 2SR
 
Stockbrokers W H Ireland Limited  Shore Capital Limited
 11 St James’s Square  Bond Street House
 Manchester  11 Clifford Street
 M2 6WH  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 4 5 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Our business at a glance
The	Group	has	two	complementary	divisions,	Agriculture	and	Specialist	Retail	with	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
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 mills’ location 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 multispecies allowing the business to provide a 
broad range of products to service the requirements of ruminant and monogastric animals. 
	
The Glasson	Group, which operates from Glasson Dock near Lancaster, is traditionally 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.
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 28 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 products on offer. 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 currently has 19 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 advice and services to customers; 
this is further complimented by vaccination clinics in 3 of our other stores. In October 2011 the distribution 
centre was re-located to Hartlebury, Worcestershire to allow further expansion of specialist pet outlets.
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.
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.
Agriculture
Wynnstay Stores
Just for Pets Stores
Joint Ventures and Associate Company
Youngs Animal Feeds
Locations
Astley Llansantffraid
Rhosfawr
Carmarthen
Hartlebury
Glasson
Selby 6 7 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
OVERVIEW
I am very pleased to report that Wynnstay continues to perform strongly and 
results for the year to 31 October 2011 set a new high for the Group against 
the backdrop of a volatile market. Revenues for the twelve months increased 
by 42% to £346.18m and Group pre-tax profit rose by 17% to £6.94m. The 
increase reflects the benefit of recent acquisitions, inflation, especially on 
feed and fertiliser prices, which has been a key feature over the year as well 
as organic growth.  
The broad business base of the Group continues to be an important factor in 
delivering overall growth and looking across Wynnstay’s range of activities, 
our raw materials trading, arable supplies and specialist retailing activities 
all delivered especially good results. 
The acquisition in May 2011 of Wrekin Grain Ltd, a leading independent grain 
marketing and agricultural inputs supplier based in Shropshire, has further 
strengthened our presence in the arable sector. It significantly increases 
Wynnstay’s grain marketing volumes and extends the Group’s geographic 
trading area and farming customer base.  We have now completed its 
integration with our existing grain trading activity and have rebranded and 
launched the combined businesses as “GrainLink Ltd”, giving us a national 
presence in grain marketing.
As well as expanding our agricultural supplies activities, we continued 
with the steady expansion of our specialist retailing division.  This division 
saw very good like-for-like growth from Wynnstay Stores, helped by our 
refurbishment programme. Mainly targeting the farming community, 
although we also attract custom from country dwellers in general, these 
stores typically supply non-discretionary products and therefore sales have 
remained buoyant.  We continued with the roll-out of our Just for Pets pet 
products chain, expanding by another three stores in the year. Results from 
all our newer stores are encouraging and the total number of Just for Pets 
stores now stands at 19. We plan to open three further new stores in 2012. 
FINANCIAL	RESULTS
The year to 31 October 2011 saw total revenues increase by 42% to £346.18m 
(2010: £243.74m). The Group’s agricultural supplies activities contributed 
revenues of £274.57m (2010: £178.02m) and specialist retailing contributed 
£71.32m (2010: £65.47m) to this result. The Group’s pre-tax profit was 
£6.94m (2010: £5.95m), an increase of 17% on last year.  The operating 
profit contribution from agricultural supplies activities including joint 
venture results was £3.82m (2010: £3.00m) and specialist retailing activities 
contributed £3.70m (2010: £3.46m). Other activities showed a small loss of 
£0.19m (2010: loss of £0.13m) and net finance charges amounted to £0.39m 
(2010: £0.38m). After a Group taxation charge of £1.94m (2010: £1.71m), 
net earnings were 18% higher than last year at £5.00m (2010: £4.23m). This 
equates to 30.23p per share (2010: 27.48p) representing an increase of 10% 
over the preceding year.
The Group’s balance sheet remains strong, with net assets at 31 October 
2011 amounting to £51.70m (2010: £47.37m) or approximately £3.12 
per share (2010: £3.08). Gearing remains low, despite funding the Wrekin 
acquisition through additional debt, and stands at 13% (2010: 7%) at the 
year end, based on a net debt position of £6.67m (2010: £3.47m). Return on 
net assets increased to 14.2% (2010: 13.5%).
DIVIDEND
The Board is pleased to propose the payment of a final dividend of 5.20p 
per share, which together with the interim dividend of 2.60p per share, 
paid on 31 October 2011, takes the total dividend for the year to 7.80p, 
an increase of 10% on last year (2010: 7.10p). The final dividend will be 
paid on 30 April 2012 to shareholders on the register on 30 March 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 2012. 
THE	BOARD
At the Group’s AGM, in March 2011, Non-executive Director Edwin Hughes 
stepped down from the Board, having reached the Company’s agreed 
retirement age. Edwin has had a long and successful tenure with the Group, 
having joined the Board in 1989 when our business merged with the Vale of 
Clwyd Farmers.  He has always been very supportive of our growth strategy 
and has made a very significant contribution to the Group over the years, 
latterly as Non-executive Vice Chairman.  I would like to thank him for all 
his support and, on behalf of the Board and staff, I wish Edwin, together with 
his wife Jo, a long and happy retirement.
Subsequently, Jim McCarthy was appointed to the Board in July 2011. Jim 
has assumed the role of Senior independent Non-executive Director and we 
welcome him as a valuable new contributor to the Group. Jim brings a wealth 
of corporate and management experience to Wynnstay, having served in a 
number of very senior and high profile roles, particularly in retailing.  He is 
Chief Executive Officer of Poundland Ltd, the high street retailer, which he 
has led since joining in 2006.  Previously, he was at J Sainsbury Plc, where he 
was Managing Director of Convenience, and between 1989 and 2003, Jim was 
Chief Executive Officer at T & S Stores Plc, the convenience store chain which 
he built up to over 1,100 outlets and subsequently sold to Tesco Plc in 2003.   
OUTLOOK
The significant inflation in agricultural commodity prices, which the Group 
has experienced during the last twelve months, is beginning to reverse. Good 
grain harvests across the globe have increased world grain stocks and, as a 
result, we have seen a weakening in cereal prices. Feed prices are reflecting 
these trends and we expect Group revenues to show the effect of deflation 
in the coming year. Nonetheless, global macro-economic trends, including 
population growth, rising food consumption and the shift to a westernised 
diet, remain unchanged.  These powerful trends will continue to maintain 
the underlying strength of world demand for agricultural products and create 
opportunities for the agricultural industry as a whole. 
Against this backdrop, Wynnstay continues to be very well positioned.  The 
Group is well financed with a strong balance sheet and the spread of our 
activities is a major strength. We will continue to pursue our twin-track 
strategy of growth via acquisition, particularly within our core agricultural 
business, together with organic growth.  We believe that the prospects for 
the Group across both our agricultural and specialist retailing activities 
remain very positive.
£346.18m
revenue for the year 
to 31 October 2011
John	Davies	
Chairman 
24 January 2012
Chairman’s Statement
The broad business 
base of the Group 
continues to be an 
important factor in 
delivering overall growth 8 9 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Datganiad y Cadeirydd
£346.18m
refeniw ar gyfer y flwyddyn 
hyd at 31 Hydref 2011
Mae sail fusnes eang 
y Grw ˆ p yn parhau i fod 
yn ffactor pwysig o ran 
sicrhau twf cyffredinol 
TROSOLWG
Mae’n bleser gennyf gyhoeddi bod Wynnstay yn parhau i berfformio’n gryf ac 
mai’r canlyniadau ar gyfer y flwyddyn hyd at 31 Hydref 2011 yw’r rhai gorau 
a gyflawnwyd erioed gan y Grw ^p yn erbyn cefndir o farchnad ansefydlog. 
Cynyddodd refeniw ar gyfer y 12 mis 42% i £346.18m a chynyddodd elw 
cyn treth y Grw ^p 17% i £6.94m. Mae’r cynnydd yn adlewyrchu mantais 
caffaeliadau diweddar yn ogystal ag effaith chwyddiant, yn arbennig ar brisiau 
bwyd anifeiliaid a gwrtaith, sydd wedi bod yn nodwedd allweddol yn ystod y 
flwyddyn yn ogystal a twf organig.  
Mae sail fusnes eang y Grw ^p yn parhau i fod yn ffactor pwysig o ran sicrhau twf 
cyffredinol ac o edrych ar draws holl weithgareddau Wynnstay, cyflawnodd ein 
masnach mewn deunyddiau crai, cyflenwadau âr a gweithgareddau manwerthu 
arbenigol oll ganlyniadau arbennig o dda.  
Ym mis Mai 2011 caffaelwyd Wrekin Grain Ltd , cyflenwr annibynnol blaenllaw 
ym maes marchnata grawn a mewnbynnau amaethyddol, a leolir yn Swydd 
Amwythig, ac o ganlyniad atgyfnerthwyd ein presenoldeb yn y sector âr 
ymhellach. Mae’n cynyddu meintiau marchnata grawn Wynnstay yn sylweddol 
ac yn ymestyn ardal fasnachu ddaearyddol y Grw ^p a’i sail cwsmeriaid ffermio. 
Rydym bellach wedi cwblhau’r broses o’i integreiddio â’n gweithgareddau 
masnachu grawn presennol ac wedi ail-frandio a lansio’r busnesau cyfun fel 
“GrainLink Ltd”, gan sicrhau presenoldeb cenedlaethol i ni ym maes marchnata 
grawn.
Yn ogystal ag ehangu ein gweithgareddau sy’n gysylltiedig â chyflenwadau 
amaethyddol, gwnaethom barhau i ymestyn ein hisadran fanwerthu arbenigol 
yn raddol.  Gwelodd yr isadran hon dwf tebyg am debyg da iawn o ran Wynnstay 
Stores, a gynorthwywyd gan ein rhaglen ailwampio. Mae’r siopau hyn, sy’n 
targedu’r gymuned ffermio yn bennaf, er ein bod hefyd yn denu cwsmeriaid 
sy’n byw yn y wlad yn gyffredinol, yn cyflenwi cynhyrchion annewisol fel rheol 
ac felly mae gwerthiannau wedi parhau i fod yn llewyrchus.  Gwnaethom 
barhau i gyflwyno ein cadwyn o gynhyrchion anifeiliaid anwes Just for Pets, 
gan agor tair siop arall yn ystod y flwyddyn. Mae canlyniadau ein siopau mwyaf 
diweddar yn galonogol ac 19 yw cyfanswm y siopau Just for Pets erbyn hyn ac 
rydym yn bwriadu agor tair siop newydd arall yn 2012.
CANLYNIADAU	ARIANNOL
Yn ystod y flwyddyn a ddaeth i ben 31 Hydref 2011, cynyddodd cyfanswm 
y refeniw 42% i £346.18m (2010: £243.74m). Cyfrannodd gweithgareddau 
cyflenwi nwyddau amaethyddol y Grw ^p refeniw o £274.57m (2010: 
£178.02m) a chyfrannodd masnach arbenigol £71.32m (2010: £65.47m) 
at y canlyniad hwn. £6.94m (2010: £5.95m) oedd elw cyn treth y Grw ^p, 
cynnydd o 17% o gymharu â’r llynedd.  Cyfrannodd gweithgareddau cyflenwi 
nwyddau amaethyddol yn cynnwys canlyniadau’r fenter ar y cyd £3.82m at 
yr elw gweithredol (2010: £3.00m) a chyfrannodd gweithgareddau masnach 
arbenigol £3.70m (2010: £3.46m). Gwnaeth gweithgareddau eraill golled 
fach o £0.19m (2010: colled o £0.13m) a chyfanswm y taliadau cyllid 
net oedd £0.39m (2010: £0.38m). Ar ôl trethiant y Grw ^p o £1.94m (2010: 
£1.71m), roedd enillion net 18% yn uwch na’r llynedd, sef £5.00m (2010: 
£4.23m). Mae hyn yn cyfateb i 30.23c fesul cyfranddaliad (2010: 27.48c) sy’n 
gynnydd o 10% o gymharu â’r flwyddyn flaenorol. 
Mae mantolen y Grw ^p yn parhau i fod yn gryf, gydag asedau net ar 31 Hydref 
2011 gwerth £51.70m (2010: £47.37m) neu tua £3.12 fesul cyfranddaliad 
(2010: £3.08). Mae gerio yn parhau i fod yn isel, er i’r broses o gaffael Wrekin 
gael ei hariannu drwy ddyled ychwanegol, ac mae’n 13% (2010: 7%) ar 
ddiwedd y flwyddyn, yn seiliedig ar ddyled net o £6.67m (2010: £3.47m). 
Cynyddodd elw ar asedau net i 14.2% (2010: 13.5%).
DIFIDEND
Mae’r Bwrdd yn falch o gynnig talu difidend terfynol o 5.20c fesul 
cyfranddaliad, sy’n golygu gyda’r difidend interim o 2.60c fesul cyfranddaliad, 
a dalwyd ar 31 Hydref 2011, gyfanswm difidend o 7.80c ar gyfer y flwyddyn, 
cynnydd o 10% ers y llynedd (2010: 7.10c). Caiff y difidend terfynol ei dalu 
ar 30 Ebrill 2012 i gyfranddalwyr sydd ar y gofrestr ar 30 Mawrth 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 2012.
Y	BWRDD
Yng Nghyfarfod Cyffredinol Blynyddol y Grw ^p ym mis Mawrth 2011, 
ymddiswyddodd y Cyfarwyddwr Anweithredol Edwin Hughes o’r Bwrdd, ar 
ôl cyrraedd oedran ymddeol cytûn y Cwmni. Mae Edwin wedi cael cyfnod 
hir a llwyddiannus gyda’r Grw ^p, ar ôl ymuno â’r Bwrdd yn 1989 pan unodd 
ein busnes â Ffermwyr Dyffryn Clwyd. Mae bob amser wedi bod yn gefnogol 
iawn i’n strategaeth twf ac wedi gwneud cyfraniad sylweddol iawn i’r Grw ^p 
dros y blynyddoedd, yn fwyaf diweddar fel Is-gadeirydd Anweithredol. 
Hoffwn ddiolch iddo am ei holl gefnogaeth ac, ar ran y Bwrdd a’r staff, hoffwn 
ddymuno ymddeoliad hir a hapus i Edwin, ynghyd â’i wraig Jo. 
Yn dilyn hyn, penodwyd Jim McCarthy i’r Bwrdd ym mis Gorffennaf 2011. 
Jim yw’r Cyfarwyddwr Anweithredol annibynnol uwch a chroesawn ef 
fel cyfrannwr newydd gwerthfawr i’r Grw ^p. Daw Jim â chyfoeth o brofiad 
corfforaethol a phrofiad rheoli i Wynnstay, gan iddo wasanaethu mewn nifer 
o rolau uwch â phroffil uchel iawn, yn arbennig ym maes manwerthu.  Ef yw 
Prif Swyddog Gweithredol Poundland Ltd, y manwerthwr stryd fawr, y mae 
wedi’i arwain ers ymuno ag ef yn 2006. Yn flaenorol, ef oedd Cyfarwyddwr 
Cyffredinol Cyfleustra yn J Sainsbury plc, a rhwng 1989 a 2003, Jim oedd 
Prif Swyddog Gweithredol T & S Stores plc, y gadwyn o siopau cyfleustra a 
ddatblygodd nes ei bod yn cynnwys mwy na 1,100 o allfeydd ac a werthodd 
ar ôl hynny i Tesco plc yn 2003. 
RHAGOLWG
Mae’r chwyddiant sylweddol mewn prisiau nwyddau amaethyddol, a 
brofwyd gan y Grw ^p yn ystod y deuddeg mis diwethaf, yn dechrau gostwng. 
Mae cynaeafau grawn da ledled y byd wedi cynyddu stoc o rawn y byd 
ac, o ganlyniad, mae prisiau grawnfwyd wedi gostwng. Mae prisiau bwyd 
anifeiliaid yn adlewyrchu’r tueddiadau hyn ac rydym yn disgwyl i refeniw’r 
Grw ^p ddangos effaith dadchwyddiant yn ystod y flwyddyn i ddod. Er hyn, 
mae tueddiadau macro-economaidd byd-eang, yn cynnwys twf mewn 
poblogaeth, cynnydd yn y bwyd a fwyteir a’r newid i ddeiet gorllewinol yn 
parhau yn ddigyfnewid. Bydd y tueddiadau grymus hyn yn parhau i gynnal 
cryfder sylfaenol galw’r byd am gynhyrchion amaethyddol a chreu cyfleoedd 
i’r diwydiant amaethyddol yn gyffredinol. 
Yn erbyn y cefndir hwn, mae Wynnstay yn parhau i fod mewn sefyllfa dda 
iawn.  Mae’r Grw ^p wedi’i ariannu’n dda ac mae ganddo fantolen gref ac 
mae amrywiaeth ein gweithgareddau yn gryfder mawr. Byddwn yn parhau i 
fwrw ymlaen â’n strategaeth ddeublyg sef twf yn erbyn caffael, yn arbennig 
o fewn ein busnes amaethyddol craidd, ynghyd â thwf organig.  Credwn 
fod y rhagolygon ar gyfer y Grw ^p ar draws ein gweithgareddau manwerthu 
amaethyddol ac arbenigol yn parhau i fod yn gadarnhaol iawn.
John	Davies	
Cadeirydd 
24 Ionawr 2012 10 11 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
INTRODUCTION	
The Group has delivered its best annual results ever in the twelve months 
to 31 October 2011.  This was achieved in a year dominated by inflation 
across all agricultural commodities, which brought both challenges and 
opportunities for the agricultural industry.
As I have noted in the past, Wynnstay’s ability to deliver growth in a 
sustained manner is supported by the broad range of activities in which we 
are involved.  Overall there was an increase in the total volume of products 
traded which, helped by contributions from acquisitions and the significant 
inflation in commodity prices, lifted revenues to a record £346.18 million, a 
42% increase over 2010.  Group pre-tax profits rose by 17% to £6.94 million. 
A notable strength of the Group has been its capacity to deal with inflation, 
through prudent management of working capital and a strong balance sheet.
Our acquisition strategy has continued to support the Group’s expansion.  
During the year, in May 2011, we acquired Wrekin Grain Ltd, a leading grain 
marketing business and subsequently merged it with Shropshire Grain Ltd, 
our existing grain trading business, to form “GrainLink Ltd”.  This established 
a national presence for Wynnstay in grain marketing. The business 
complements our acquisition of Woodheads Seeds Ltd in 2010, the seed 
processor and supplier based in Yorkshire, and further strengthens our arable 
activities.  
Our refurbishment of Wynnstay Stores continued and the operation produced 
good like-for-like sales growth. We opened three further Just for Pets outlets 
during the year and also relocated our distribution centre to a larger facility, 
which will accommodate the continued expansion of the chain.  
Our Chairman paid tribute to Edwin Hughes in his Statement and I would 
also like to add my personal thanks to Edwin for his commitment to the 
Group and the support he gave me during my first years as Chief Executive.  
I wish Edwin a long and happy retirement.  At the same time, I would 
also like to welcome Jim McCarthy to the Board as our new Senior 
independent Non-executve Director.  Jim’s substantial corporate and 
management experience will benefit the Company as we continue to 
develop the business.
REVIEW	OF	ACTIVITIES
Agriculture
Revenues from our agricultural activities increased by 54% over 2010 to 
£274.57 million and the profit contribution rose by 27% to £3.82 million.  
Volume growth benefited from a full year’s input from Woodheads Seeds, 
which we acquired in May 2010, as well as a six month contribution from 
Wrekin Grain, which we acquired in May 2011. This, combined with increased 
trading volume at Glasson and considerable inflation, substantially increased 
the turnover of the Agricultural Division. Feed volumes showed a year on 
year improvement, however, as expected, there was a slippage in demand 
for ruminant feed at the end of the year. 
Chief Executive’s Review
Our acquisition 
strategy has continued 
to support the Group’s 
expansion
Feed Products
Our feed activities continue to benefit from having a presence in both the 
ruminant and monogastric markets. We maintained growth in sales of poultry 
feed, despite poorer egg prices and reduced returns for our customers, and 
our strong relationship with Stonegate, the national egg marketing business, 
continues successfully. Recent increases in egg prices are an encouraging sign 
that the sector will generate more acceptable levels of return for producers.   
With the ongoing volatility in world markets, raw material procurement is an 
important element of the Feed Division. Higher raw material costs, along with 
increased fuel prices, were generally reflected within feed prices during the 
second half. However, margins were squeezed as demand for ruminant feed 
reduced due to extended grazing conditions in the autumn. More recently, 
deflation in grain prices has triggered a reduction in feed prices; nevertheless, 
demand for dairy feeds has been slow to recover. Bibby Agriculture, our joint 
venture business, performed well during the year and maintains an excellent 
reputation for feed supply in the trading area. 
Glasson Group
Glasson Group, our raw material and fertiliser trading operation, outperformed 
our expectations this year. Strong demand, coupled with significant fluctuations 
in raw material prices, contributed to an excellent performance from the 
team. Glasson supplies a wide range of raw materials to the feed compound 
industry as well as added value lines, including wild bird feeds and a range of 
smallholder feeds, to animal feed outlets. Its fertiliser blending operations have 
been very successful and, after the year end, we extended Glasson’s fertiliser 
activity by establishing a joint venture, which trades as “FertLink Ltd”. This new 
business, based in Birkenhead, near Liverpool, will supply fertiliser product both 
within the Group and to other wholesale accounts.
Arable Products
The Arable Division continued to gain momentum during the year. It has 
enjoyed the benefit of a full year’s trading from Woodheads Seeds, acquired 
in the prior financial year, in May 2010. The total volume of seed traded, 
including our pre-existing seed business, has been very encouraging and the 
enlarged activity now forms a very important strand of the Arable Division. 
With the addition of Woodheads Seeds, Wynnstay is recognised as a major 
supplier of cereal seeds and herbage seeds to the UK market.
In May 2011, the Group acquired Wrekin Grain, a grain marketing company, 
operating from Telford in Shropshire. Wrekin Grain has now been integrated 
with our long established grain marketing business, Shropshire Grain, to form 
GrainLink, a business with sufficient scale to create a national presence for 
Wynnstay in grain marketing. I am pleased to report that GrainLink made a 
good contribution in its first few months of trading and it provides a platform 
for further expansion in the arable sector. 
Group fertiliser volumes increased over last year and mirrored wider 
industry trends in the UK, with variable demand during the season.  This 
was closely aligned to weather conditions, particularly within the grassland 
areas. Demand for arable products was strong during the summer months, 
as farmers bought stocks ahead of likely price increases. Livestock farms 
generally have less storage capacity, therefore the recent price increases 
tempered sales during the autumn, however, this should be balanced by 
stronger demand in the spring. We continue to enjoy a strong relationship 
with GrowHow, the only UK manufacturer of ammonium nitrate.
54%
increase in revenue from 
our agricultural activities 12 13 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Specialist	Retail
Our specialist retailing activities, comprising Wynnstay Stores and Just 
for Pets, performed well during the year. Revenues increased by 9% over 
2010 to £71.32 million and the profit contribution increased by 7% to £3.70 
million. Growth was driven by the ongoing store refurbishment programme 
at our country stores chain, Wynnstay Stores, and additional openings of our 
Just for Pets pet stores. 
Wynnstay Stores
Wynnstay Stores delivered another strong performance.  Like-for-like sales, 
adjusted for inflation, increased by 4% year on year, supported by high levels 
of non-discretionary spending by our farming customer base. Our wide range 
of products also attracts a broad cross-section of rural dwellers and these 
sales have been robust. Our store refurbishment programme continued 
during the year.  At Dolgellau in Gwynedd, we repositioned our store within 
its existing site in January 2011 and the store now provides an enhanced 
range of products in a much improved retail environment. At Welshpool 
in Powys, we have taken a site adjacent to the current store to expand 
the range of hardware products the store offers and at Oswestry we have 
relocated to a new flagship store. The site is much larger than the previous 
location and offers a full range of products including a larger gun room with 
an excellent range of products for country sports enthusiasts.
Our stores are recognised as an important source of products within their 
rural communities. Product knowledge is also a key aspect of our offering 
and all our stores have suitably qualified personnel (SQP) to provide 
guidance on animal pharmaceuticals. In addition, we continue to look for 
new products to offer our farming customer base, including the supply of 
alternative energy products.  
We continue to see our Wynnstay store chain, which total 28 stores, as 
providing a one stop shop for agricultural supplies for farmers as well as 
a useful resource for rural dwellers. Our ongoing store refurbishment 
programme is aimed at strengthening our offering and we will seek 
opportunities to expand the geography of the network further.
Youngs Animal Feeds Ltd, acquired in November 2009, has contributed well 
and is recognised as a leading supplier of equine products to a number of 
specialist outlets across the Midlands.
Just for Pets
Sales at our Just for Pets stores continued to grow, up 12% year on year 
reflecting our store opening programme. The pet product sector continues 
to show resilience against the wider retails sales trend and although 
like-for-like sales are down by 3%, we are particularly encouraged by the 
performance of the new stores. The first “easipetcare” veterinary concession 
was opened, in November 2010, at our Burton upon Trent store. A number 
of small pet clinics were established at selected stores during the year and 
we opened a second easipetcare concession at the Kidderminster store in 
December 2011.
We were pleased to receive another award from the Pet Care Trade Association 
during the year, when our Acocks Green store was voted “Favourite pet care 
retailer”. This follows our Malvern branch being voted “Retailer of the year” 
in 2010. These awards demonstrate the commitment of the business and 
Chief Executive’s Review	(continued)
staff to customer service, an approach which is apparent throughout all the 
stores and highly attractive to customers.
We relocated our distribution centre to a new facility at Hartlebury, 
Worcestershire, in September.  The move facilitates further expansion over 
the coming years as the chain continues to grow. There are plans for three 
new stores in 2012, the first of which will open at Yardley in the West 
Midlands in February. 
Joint	Ventures	&	Associate
Our joint ventures and associate businesses continue to contribute to the 
Group and have performed in line with management expectations. 
STAFF	
I would like to record my appreciation of the dedication and commitment 
of all personnel within the Group who are for us our most valuable 
“assets”. The Board is very grateful to all staff for their contribution to such  
strong results.
OUTLOOK
The agricultural industry is a strong and important part of the UK economy 
and the farming community is the Group’s largest customer base.  In the 
short term, there could be some pricing pressures for farmers mainly as 
a result of supermarkets’ commitment to provide essential items such as 
milk and bread at “value” levels. However, the long term outlook for the 
UK agricultural industry is very positive, especially for efficient producers 
in the sector.   
The breadth of our activities has been an important part of the Group’s ability 
to deliver sustainable growth over many years.  It also acts as a buttress 
against volatility in our markets caused by the effect of variable climatic 
conditions on world agricultural production. In addition, Wynnstay has a 
strong balance sheet, which will help to support our growth ambitions and 
as well as targeting organic expansion, we will continue to look for suitable 
complementary acquisitions.  We remain confident that the Group is well 
positioned for continued growth over the new financial year.
I look forward to updating all stakeholders further at our AGM in March.
Ken	Greetham	
Chief Executive 
24 January 2012
Wynnstay has a strong 
balance sheet, which 
will help to support our 
growth ambitions
9%
increase in revenue from 
our retail activities 14 15 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
TRADING	RESULTS
The Group’s trading performance has once again reached record levels in 
terms of revenues, profitability and earnings per share. The improved results 
are a combination of continued volume growth in core agricultural product 
groups and further positive contributions from acquisitions. Revenues have 
been exaggerated by considerable commodity price inflation across many of 
the Group’s main product categories. 
Group revenue was £346.18m (2010: £243.74m), of which £274.57m (2010: 
£178.02m) came from agricultural supplies, which included a contribution from 
the acquisition of Wrekin Grain Limited in May 2011. The precise value of this 
acquired revenue is unavailable because our existing grain trading business 
was hived into the acquired Company, which was renamed GrainLink Limited 
in July 2011, and the separate trading activities became indistinguishable, 
but a reasonable estimate, is £24.00m. The agricultural supplies business also 
includes a full contribution from Woodheads Seeds Ltd, which was acquired 
in May 2010. The revenue of this business in the first half of the year (for 
which period no comparative information has been included as it pre-dated 
the acquisition) amounted to £11.75m, making our estimate of the effect of 
acquisitions on the increase in the revenue of agricultural supplies in these 
results approximately £35.75m. Our retail operations produced revenue of 
£71.32m (2010: £65.47m) which included contributions from three additional 
Just for Pets stores opened during the year. 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 15% at £7.51m (2010: £6.54m). After goodwill impairment and share 
based payments of £0.42m (2010: £0.47m) operating profit was up 17% at 
£7.09m (2010: £6.07m). With a gross contribution from our Joint Venture and 
Associate Company activities of £0.24m (2010: £0.26m), Group pre-tax profit 
before finance costs increased by 16% to £7.33m (2010: £6.33m), with the 
agricultural supplies businesses contributing £3.82m (2010: £3.00m) and the 
retail operations £3.70m (2010: £3.46m). Other activities contributed a loss 
of £0.19m (2010: £0.13m). After net finance costs of £0.39m (2010: £0.38m), 
Group pre-tax profit was £6.94m (2010: £5.95m).
Group Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) 
rose by 12% to £10.07m (2010: £9.00m).
TAxATION
The Group’s tax charge of £1.94m (2010: £1.71m) represented 27.9% (2010: 
28.8%) of the Group pre-tax profit, which was slightly higher than the pro-
rata standard rate for the period of 26.8%. This was primarily a result of 
depreciation charges on the Group’s freehold buildings not being eligible 
for capital allowances.
 
EARNINGS	PER	SHARE	&	DIVIDEND
Basic earnings per share was 30.23p (2010: 27.48p), based on a weighted 
average number of shares in issue during the year of 16.545m (2010: 15.400m), 
which represents an increase of 10%. The Board proposes to recommend the 
payment of a final dividend of 5.20p per share on the 30 April 2012, which 
when added to the interim dividend of 2.60p per share paid on the 31 October 
2011, makes a total of 7.80p for the year (2010: 7.10p), an increase of 9.9%. 
The total dividend is expected to be covered 3.85 times (2010: 3.87 times) by 
earnings, and continues the Board’s progressive dividend policy.
Finance Director’s Statement
The Group’s trading 
performance has once 
again reached record 
levels in terms of 
revenues, profitability and 
earnings per share
SHARE	CAPITAL	
The only shares issued during the year were to existing shareholders 
exercising their right to receive dividends in the form of new shares under 
the Company’s scrip dividend scheme. A total of 106,263 shares (2010: 
97,295) with an equivalent cash value of £0.368m (2010: £0.269m) were 
allotted in these issues. A small number of employee share options were 
exercised during the year and satisfied with existing shares already held by 
the Company’s Employee Share Ownership Trust.
BALANCE	SHEET
Group net assets at the year end amounted to £51.70m (2010: £47.37m), and 
based on the weighted average number of shares in issue during the year of 
16.545 million, this represented a net asset value per share of £3.12 (2010: 
£3.08). During the financial year the share price traded in a range between a 
low of £2.93 in December 2010 and a high of £3.78 in July 2011. 
Capital investment in fixed assets amounted to £3.36m (2010: £2.22m) and 
during the year, expenditure on new acquisitions, inclusive of acquired net 
cash / (debt), was £2.60m (2010: £4.09m). 
Commodity price inflation, particularly in feed raw materials and fertiliser 
products, has impacted the Group’s working capital requirements, with higher 
inventory and receivables values as a result of higher unit costs in addition to 
greater activity levels. Total inventory values increased by 31% to £23.69m 
(2010: £18.00m), with the acquisition of Wrekin Grain accounting for £0.8m 
of this increase. Trade and other receivables increased to £45.58m (2010: 
£36.00m) with the acquisition effectively responsible for around £5.60m of 
the increase after adjusting for the hive up of the existing Shropshire Grain 
activities into the merged business. The additional funding requirement 
was partly offset by an increase in trade and other payables which stood at 
£48.16m (2010: £36.58m) at the year end.  
CASHFLOW	&	NET	DEBT
The considerable working capital outflow mentioned above, which amounted 
to £4.34m (2010: £1.82m), saw net cash generated from operating activities 
reduce to £3.72m (2010: £4.77m). Total net cash investment, including 
acquisitions, but excluding assets acquired under finance leases amounted to 
£5.43m (2010: £5.13m), and new equity finance of £0.37m was raised through 
the scrip dividend scheme (2010: £4.49m raised through the scrip dividend 
scheme and share placings). After the payment of £1.21m (2010: £1.03m) in 
dividends to shareholders, debt repayments of £2.50m (2010: £2.62m), and 
new loans drawn of £4.03m (2010: £Nil) there was a net decrease in cash and 
cash equivalents in the business of £1.02m (2010: £0.48m increase). When 
added to the net reduction in term and other existing non liquid debts of 
£1.85m (2010: £1.76m) and accounting for the new expansion loans of £4.03m 
(2010: £Nil) the total increase in net debt in the year was £3.20m (2010:  
£2.24m decrease). 
£51.70m
Group net assets for the 
year to 31 October 2011 16 17 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
This net cash outflow in the year has increased the Group’s year end net 
debt position to £6.67m (2010: £3.47m), producing a gearing level of 
12.9% (2010: 7.3%) of shareholders total equity at the year end. The Board 
planned for an increase in debt levels during the year in order to finance the 
expansion projects completed. The support for the new facilities obtained 
demonstrates the continuing confidence of the Group’s main bankers and 
the Board believes current overall debt is still at a comfortable level, well 
within existing facilities. This provides sufficient headroom to absorb any 
further inflationary pressures from volatile commodity prices.
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. 
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.
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 establishment of the GrainLink business 
has exposed the Group to certain new substantial customer credit exposures, 
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. 
 
Finance Director’s Statement	(continued)
Operational	Risk	Management:
Trading concerns are regularly reviewed in monthly Divisional Management 
meetings, with conclusions reported to the Board. Existing issues include :
Customer	Loss	&	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 fulfillment 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.   
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 page 6. 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 associate, 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 
24 January 2012 18 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011 19
DIRECTORS’	APPOINTMENTS	AND	RETIREMENTS
Under Article 91, Mr K.R. Greetham, Mr B.P. Roberts and Lord Carlile CBE QC 
retire from the Board by rotation at the forthcoming Annual General Meeting 
and being eligible, offer themselves for re-election. Under Article 86, Mr J..J. 
McCarthy, having been appointed to the Board on the 21 July 2011 retires 
and being eligible offers himself for re-election. 
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 
50 days (2010: 55 days).
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 Company and 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 Company and 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.
AUDITORS
The Board have decided to seek competitive tenders for the Group audit for 
2012. Whittingham Riddell LLP have indicated their willingness to continue 
in office up to the point of the conclusion of this competitive review and 
accordingly a resolution proposing their re-appointment will be submitted 
to the Annual General Meeting. Whittingham Riddell LLP have further 
expressed their willingness to be considered in the competitive review, but 
have agreed to resign should they be unsuccessful, to enable the Directors 
to appoint a new auditor in accordance with s489(3)(c) of the Companies 
Act 2006. 
STATEMENT	OF	DIRECTORS’	RESPONSIBILITIES
Company law requires the Directors to prepare financial statements for each 
financial year which give a true and fair view of the state of affairs of the 
Company and the Group and of the profit or loss of the Group for that period. 
In preparing those financial statements, the Directors are required to:
•  select suitable accounting policies and then apply them consistently;
•  make judgments and  accounting estimates that are reasonable  
and prudent;
•  state whether applicable IFRSs as adopted by the European Union 
have been followed, subject to any material departures disclosed and 
explained in the financial statements; and
•  prepare the financial statements on the going concern basis unless it 
is inappropriate to presume that the Group will continue in business.
The Directors confirm that they have complied with the above requirements 
in preparing the financial statements.
The Directors are responsible for keeping adequate accounting records 
that are sufficient to show and explain the Company’s and the Group’s 
transactions, and disclose with reasonable accuracy at any time the financial 
position of the Company and the Group, and enable them to ensure that the 
financial statements comply with the Companies Act 2006 and as regards 
the Group financial statement, Article 4 of the IAS Regulations. They are also 
responsible for safeguarding the assets of the Company and the Group and 
hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities.
The maintenance and integrity of the Wynnstay Group website is the 
responsibility of the Directors. The work carried out by the auditors does 
not involve consideration of these matters and accordingly, the auditors 
accept no responsibility for any changes that may have occurred to 
the financial statements since they were initially presented on the 
website. Legislation in the United Kingdom governing the preparation 
and dissemination of financial statements may differ from legislation in  
other jurisdictions. 
Each of the Directors, whose names  are listed on page 2 confirm that, to the 
best of their knowledge:
•  the Group financial statements, which have been prepared in 
accordance with IFRSs as adopted by the European Union, give a true 
and fair view of the assets, liabilities, financial position and profit of 
the Group; and 
•  the Chief Executive’s Review includes a fair review of the development 
and performance of the business and the position of the Group, 
together with a description of the principal risks and uncertainties that 
it faces. 
By order of the Board
B	P	Roberts	
Secretary 
24 January 2012 
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 2011.
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-Ym-Mechain, 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 24 January 2012.
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 27 
to the financial statements.
RESULTS,	DIVIDENDS	AND	TRANSFERS	TO	RESERVES
Reported under IFRS the Group profit before taxation is £6,852,000 (2010: 
£5,877,000).  After a taxation charge of £1,851,000 (2010: £1,645,000), the 
Group profit for the year is £5,001,000 (2010: £4,232,000).
The Directors recommend a final ordinary dividend of 5.20p per ordinary 
25p share net (2010: 4.70p per ordinary 25p share net), to be paid on 30 
April 2012, to shareholders on the Register at the close of business on 30 
March 2012.
The share price will be marked ex dividend with effect from the 28 March 
2012. 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 2012.
DONATIONS
During the year ended 31 October 2011 the Group made charitable 
donations of £2,700 (2010: £2,320) principally to local charities servicing 
the communities in which the Group operates.  
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 2011 
(refer to note 12) by approximately £3,200,000 (2010: £5,165,000).
	 SUBSTANTIAL	SHAREHOLDERS	
At 31 October 2011, the following shareholders held 3% or more of the issued share capital of the Company:
	 Registered	Shareholder  Beneficial	Holder
 Ferlim Nominees Limited  4.90% Discretionary management funds of Investec Wealth & Investment Limited
 Europe  Nominees Limited 4.88% Polar Capital
 The Bank of New York (Nominees) Limited 3.07% Blackrock BGF World Agriculture Fund
 Vidacos Nominees Limited  3.03% 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
  2011 2010 2011 2010 2011 2010 
 J E Davies 40,658	 39,815 - - - -
 E G Owen 25,050	 24,530 - - - -
 J C Kendrick 9,980	 9,773 - - - -
 E E Hughes (retired 15 March 2011) n/a	 61,926	 n/a - - -
 B P Roberts 106,000	 110,000	 5,046	 5,046	 36,500 36,500
 Lord Carlile CBE QC 31,656	 30,999 - - - -
 K R Greetham 36,593	 34,668	 7,331	 7,331	 54,000	 54,000
 D A T Evans 12,550	 12,290	 5,918	 5,918	 27,500	 27,500 
 J J McCarthy (appointed 21 July 2011) - n/a - n/a - n/a
No Director held any direct 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. Biographical details of the directors are set out before the director’s report.
Directors’ Report
for the year ended 31 October 2011 20 21 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
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 53 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 & 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 twelve years, is still deemed independent through the 
integrity provided from his other roles, which include, sitting as a part time 
judge, chairing the Competition Appeals Tribunal, and advising Government 
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. 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 as appropriate. 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 
normally 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 did not 
meet  during the year as the Chairman was satisfied that all necessary and 
relevant matters had been considered and agreed in their previous session.
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 to make 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.
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 Company and the Group  
has adequate resources to continue in operational existence for the  
foreseeable future.
Corporate Governance
for the year ended 31 October 2011
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 Whittingham Riddell LLP 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. The Board have resolved that they will conduct a competitive 
tender process for the role of Group auditor during the next six months 
and believes that such a process conducted periodically represents sound 
business practice.
By order of the Board 
B	P	Roberts	
Secretary 
24 January 2012  22 23 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
to the Shareholders of Wynnstay Group Plc
Independent Auditors’ Report
We have audited the financial statements of Wynnstay Group Plc for the year 
ended 31 October 2011 which comprise the Group Consolidated Statement 
of Comprehensive Income, the Group and Parent Company Balance Sheets, 
the Group and Parent Company Cash Flow Statements, the Group and Parent 
Company Statements of Changes in Equity and the related notes.
The financial reporting framework that has been applied in their preparation 
is applicable law and International Financial Reporting Standards (IFRSs) as 
adopted by the European Union and, as regards the Parent Company financial 
statements, as applied in accordance with the Companies Act 2006.
RESPECTIVE	RESPONSIBILITIES	OF	DIRECTORS	AND	AUDITORS
As explained more fully in the directors’ responsibilities statement set 
on out 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.
This report, including the opinions, has been prepared for and only for the 
Company’s members, as a body, in accordance with Chapter 3 of Part 16  
of the Companies Act 2006 and for no other purpose. We do not, in giving 
these opinions, accept or assume responsibility for any other purpose or to 
any other person to whom this report is shown or into whose hands it may 
come save where expressly agreed by our prior consent in writing.
SCOPE	OF	THE	AUDIT	OF	THE	FINANCIAL	STATEMENTS	
An audit involves obtaining evidence about the amounts and disclosures 
in the financial statements sufficient to give reasonable assurance that the 
financial statements are free from material misstatement, whether caused 
by fraud or error. This includes an assessment of: whether the accounting 
policies are appropriate to the Group’s and the Parent Company’s 
circumstances and have been consistently applied and adequately 
disclosed, the reasonableness of significant accounting estimates made by 
the Directors, and the overall presentation of the financial statements.
In addition, we read all the financial and non financial information in the 
Annual Report and Accounts to identify material inconsistencies with  
the audited financial statements. If we become aware of any apparent  
material misstatements or inconsistencies we consider the implication for 
our report.
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 2011 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 European Union; 
•  the Parent Company financial statements have been properly prepared 
in accordance with IFRSs as adopted by the European Union 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.
Andrew Malpass BA FCA (Senior Statutory Auditor)
For and on behalf of 
WHITTINGHAM	RIDDELL	LLP	
Chartered Accountants & Statutory Auditor
Belmont House 
Shrewsbury Business Park  
Shrewsbury  
Shropshire 
SY2 6LG
Date: 24 January 2012
	 	 		 2011	 		 		 2010
 Note £000		 	 £000	 £000   £000
Continuing	Operations
Revenue 2   346,176		 		 243,744
Cost of sales    (303,672	 )	 		 (204,946 ) 
Gross	Profit    42,504		 		 38,798
Distribution costs    (30,957	 )	 		 (28,539 ) 
Administrative expenses    (4,038	 )	 		 (3,712 ) 
 
Group	Operating	Profit	Before	Goodwill	
Impairment	and	Share-Based	Payment	Costs    7,509		 		 6,547
Goodwill impairment and share-based payments     (422	 )   (474 )
Group	Operating	Profit 4   7,087		 		 6,073
Interest income  3 72	            31
Interest expense 3 (468	 )	         (412 )
Finance charges - net    (396	 )   (381 )
Share of profits/losses in associate and joint ventures  246	    253
Share of tax incurred in associate and joint ventures  (85	 ) 161	 (68 ) 185
Profit	Before	Taxation    6,852		 		 5,877
    
Taxation 8   (1,851	 )	 		 (1,645 )
Profit	for	the	Year    5,001		 		 4,232
Earnings per 25p share 10   30.23p	   27.48p
Diluted earnings per 25p share 10   29.47p	   27.06p
All of the above are derived from continuing operations.
There were no recognised income and expenses for 2011 and 2010 other than those included in the consolidated statement of Comprehensive Income above.
The notes on pages 27 to 50 form part of these financial statements.
for the year ended 31 October 2011
Consolidated Statement of Comprehensive Income 24 25 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
as at 31 October 2011 
Registered number 2704051
Consolidated and Company Balance Sheet
	 	 		 Group	 		 		 Company
  2011		 	 2010  2011   2010
 Note £000		 	 £000  £000	  £000
Assets
Non-Current	Assets          
Goodwill 11 15,089		 	 11,455 	 2,451		 	 2,451
Property, plant and equipment  12 17,384		 	 17,040		 13,055		 	 12,481
Investment in subsidiaries 13 -   -  21,607		 	 16,780
Investments accounted for using equity method 13 3,134		 	 3,073 	 1,256		 	 1,256
  35,607		 	 31,568 	 38,369		 	 32,968
Current	Assets     
Inventories 16 23,687		 	 17,994 	 14,332		 	 11,618
Trade and other receivables 17 45,584   36,001  27,870   25,176
Available for sale assets  18 682	  -  682   -
Financial assets     
- loan to joint venture  3,493		 	 3,461 	 3,493		 	 3,461
Cash and cash equivalents 19 1,351	  2,083  1,286   1,176
  74,797		 	 59,539 	 47,663	  41,431
Liabilities
Current	Liabilities
Financial liabilities - borrowings 22 (4,826	 )  (3,977 ) (3,175	 )  (2,516 )
Trade and other payables 20 (48,162	 )  (36,583 ) (37,089	 )  (30,589 )
Current tax liabilities 21 (2,002	 )  (1,067 ) (600	 )	 (721 )
  (54,990	 )	 (41,627 ) (40,864	 )  (33,826 )
Net	Current	Assets  19,807	  17,912  6,799	  7,605
Non-Current	Liabilities
Financial liabilities - borrowings 22 (3,196	 )	 (1,577 ) (2,884	 )  (1,444 )
Trade and other payables  20 (92	 )   -  -   -
Deferred tax liabilities 25 (372	 )	 (461 ) (60	 )	 (122 )
Government grants  26 (58	 )  (68 )  -   -
  (3,718	 )	 (2,106 ) (2,944	 )  (1,566 )
Net	Assets  51,696	  47,374  42,224	  39,007
Equity     
Ordinary shares 27 4,154   4,127  4,154   4,127
Share premium   17,274	  16,932  17,274	  16,932
Other reserves  2,312	  2,153  2,143	  1,984
Retained earnings  27,956	  24,162  18,653	  15,964
Total	Equity  51,696   47,374  42,224	  39,007
The financial statements were approved by the Board of Directors on 24 January 2012 and signed on its behalf.
J E Davies - Director B P Roberts - Director
The notes on pages 27 to 50 form part of these financial statements.
for year ended 31 October 2011
Consolidated Statement of Changes in Equity
  Share
	 Share	 	premium		 General	 Retained
	 capital	 account	 reserves	 earnings		 Total
Group	 £000	 £000	 £000	 £000		 £000
At 1 November 2009 3,635 12,931 1,971 20,955  39,492
Profit retained for the year  - - - 4,232  4,232
Shares issued during the year 492 4,001 - -  4,493
Dividends - - - (1,025 ) (1,025 )
Adjustment in respect of share based payments - - 182 -  182
At 31 October 2010 4,127 16,932 2,153 24,162  47,374
Profit retained for the year  - - - 5,001  5,001
Shares issued during the year 27 342 - -  369
Dividends - - - (1,207	 )	 (1,207	 )
Adjustment in respect of share based payments - - 159 -  159
At	31	October	2011	 4,154	 17,274	 2,312	 27,956		 51,696
	 	 Share
	 Share	 	premium		 General	 Retained
	 capital	 account	 reserves	 earnings		 Total
Company	 £000	 £000	 £000	 £000		 £000
At 1 November 2009 3,635 12,931 1,802 14,169  32,537
Profit retained for the year  - - - 2,820  2,820
Shares issued during the year 492 4,001 - -  4,493
Dividends - - - (1,025 ) (1,025 )
Adjustment in respect of share based payments - - 182 -  182
At 31 October 2010 4,127 16,932 1,984 15,964  39,007
Profit retained for the year  - - - 3,896  3,896
Shares issued during the year 27 342 - -  369
Dividends - - - (1,207	 )	 (1,207	 )
Adjustment in respect of share based payments  - - 159 -  159
At	31	October	2011	 4,154	 17,274	 2,143	 18,653		 42,224
The notes on pages 27 to 50 form part of these financial statements. 26 27 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
As at 31 October 2011
Consolidated and Company Cash Flow Statement
	 	 		 Group	 		 		 Company
  2011		 	 2010  2011   2010
 Note £000		 	 £000  £000	  £000
Cash	flows	from	operating	activities          
Cash generated from operations 36 5,452   6,867  4,592   5,653
Interest received  72   31  49   25
Interest paid  (468	 )  (412 ) (352	 )  (352 )
Tax paid  (1,339	 )  (1,712 ) (781	 )  (703 ) 
Net cash flows from operating activities  3,717   4,774  3,508   4,623
Cash	flows	from	investing	activities     
Acquisition of subsidiaries (net of cash acquired)  (2,599	 )  (3,535 ) (3,015	 )  (3,535 )
Net liquid debt acquired   -   (426)  -   -
Proceeds from sale of property, plant and equipment  520   244  443   73
Purchase of property, plant and equipment  (2,714	 )  (1,502 ) (2,140	 )  (694 )
Purchase of intangible assets  (288	 )   -  -  -
Investment in asset held for resale   (453	 )	 (16 ) (453	 )  (916 )
Purchase of additional shares in subsidiary   -   -  (999)   -
Dividends received   100   100  3,150	  100
Utilisation of cash acquired on acquisition  -   -  (1,000	 )  -
Net cash used by investing activities  (5,434	 )  (5,135 ) (4,014	 )  (4,972 )
     
Cash	flows	from	financing	activities     
Net proceeds from the issue of ordinary share capital  369   4,493  369   4,493
Net proceeds from drawdown of new loans  4,030   -  4,030   -
Finance lease principal repayments  (689	 )  (661 ) (613	 )  (556 )
Repayment of borrowings   (1,808	 )  (1,966 ) (1,963	 )  (1,705 )
Dividends paid to shareholders  (1,207	 )	 (1,025 ) (1,207	 )	 (1,025 )
Net cash generated from financing activities  695   841  616   1,207
Net	(decrease)/increase	in	cash	and	cash	equivalents	 	 (1,022	 )	 480  110	  858
Cash and cash equivalents at the beginning of the period  1,015   535  1,176	  318
Cash and cash equivalents at the end of the period 19 (7	 )  1,015  1,286	  1,176
The notes on pages 27 to 50 form part of these financial statements.
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 and share 
based payments which are included at fair value. A summary of the more 
important 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.
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 associate 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 separable 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 and 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.
Segmental	reporting
The Group’s primary reporting format is business segments.  A business 
segment is a component of the Group that is engaged in providing a group of 
related products and is subject to the risk and returns that are different from 
other business segments. The Group operates in one geographical segment 
being the UK. 
Non-recurring	items
Non-recurring items that are material by size and/or by nature, that 
management consider fall into this category, are disclosed on the face on the 
consolidated statement of comprehensive income and within a note to the 
financial statements. 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/Group becomes a party to 
the contractual provisions of the instrument. The main categories of financial 
instruments are : 
Trade receivables	
Trade receivables are recorded at their nominal amount less an allowance 
for doubtful debts. 
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. 
Financial liabilities and bank borrowings 
Financial liabilities and bank borrowings are classified according to the 
substance of the contractual arrangements entered into. Interest-bearing 
loans and overdrafts are recorded at the proceeds received, net of direct 
issue costs. Finance charges, including premiums payable on settlement or 
redemption and direct issue costs, are accounted for on an effective interest 
method and are added to the carrying amount of the instrument to the 
extent that they are not settled in the period in which they arise.  
Trade payables
Trade payables are stated at their nominal value. 
Equity instruments	
Equity instruments issued by the Group/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/ 
Company after deducting all of its liabilities.
Derivative hedging instruments	
The Group uses derivative financial instruments such as future contracts to 
manage certain exposure to fluctuations in commodity prices and for trading 
purposes. These financial instruments have values that change in response 
to changes with underlying variables, they require little or no net initial 
investment and are settled at a future date. Gains and losses on such hedges 
are recorded in the consolidated statement of comprehensive income when 
the hedged transaction matures. 28 29 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Principal Accounting Policies	(continued)
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 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 & 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 consolidated 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 deemed to be the higher 
of fair value less costs to sell and value in use, and is deemed for an 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 consolidated 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 consolidated 
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 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.  
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 consolidated statement of comprehensive income.  
Employee	share	ownership	trust
The Company operates an employee share ownership trust (ESOP). The 
assets, liabilities, income and cost of the ESOP are incorporated into the 
financial statements of the Group.  
Deferred	government	grants	
Deferred government grants in respect of capital expenditure are treated 
as deferred income and are credited to the consolidated statement of 
comprehensive income over the estimated useful life of the assets to which 
they relate.
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: 
Valuation of share-based payments
The fair value of share-based payments is determined using valuation models 
and is charged to the consolidated 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. 
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 9: ’Financial instruments’ 1 January 2015
IAS 24 (revised)‘Related party disclosure’ 1 January 2011
Amendments	to	existing	standards
Amendment to IFRS 1: ’Hyperinflation and 
fixed dates’  1 July 2011
Amendments to IFRS 7: ‘Financial instruments: 
disclosures’ 1 July 2011
Amendments to IAS 12: ‘Income taxes on 
deferred tax’  1 January 2011
Annual improvement to IFRSs 2010  1 January 2011
From the 1 November 2010 the following standards, amendments and 
interpretations became effective and were adopted by the Group:
International	Financial	Reporting	Interpretations	
Committee	(“IFRIC”)	interpretations
IFRIC 19: ‘Extinguishing financial liabilities with equity instruments’
Amendments	to	existing	standards
Amendment to IFRS 1: ‘for additional exemptions’
Amendments to IAS 2: ’Share-based payments – Group cash settled share-
based payment transaction’
Amendments to IAS 32: ’Financial instruments: Presentation on 
classification of rights issues’
Annual improvement to IFRSs 2009
Amendment to IFRS 1: ‘First time adoption’ 
The adoption of these standards, amendments and interpretations has 
not had a material effect on the net assets, results and disclosures of the 
Group. 30 31 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
  Agriculture	Supply	 Retail	 Other		 Total
	 Year	ended	31	October	2010	 £000	 £000	 £000		 £000
 Revenue 178,016 65,470 258  243,744
 Segment result 2,878 3,460 (265)  6,073
 Share of results of associate and joint ventures 122 - 131  253
  3,000 3,460 (134)  6,326
 Interest income     31
 Interest expense     (412)
 Profit before tax     5,945
 Income taxes     (1,713)
 Profit for the year attributable to equity shareholders     4,232
 Segment assets 18,101 26,556 6,188  50,845
 Corporate net borrowings     (3,471)
 Total Net Assets     47,374
 
3.		 	 FINANCE	COSTS	-	NET
	 2011	 2010
  £000	 £000
 Interest expense:  
 Interest payable on borrowings (298	 ) (250 )
 Interest payable on finance leases (127	 ) (102 )
 Interest payable on other loans (43	 ) (60 )
 Interest	and	similar	charges	payable	 (468	 ) (412 )
 
 Interest income 72  31
 Interest	receivable	 72  31
 Finance	costs	-	net	 (396	 ) (381 )
4.		 	 GROUP	OPERATING	PROFIT
 The following items have been included in arriving at operating profit: 2011		 2010
  £000	 £000
 Staff costs 18,406		 16,611
 Depreciation of property plant and equipment: - owned assets 1,851		 1,432
  - under finance leases 517		 750
 Impairment of goodwill  263  292
 Impairment of freehold land & buildings  176  -
 Profit on disposal of fixed assets (228	 ) (56 )
 Amortisation of government grants  (10	 ) (10 )
 Other operating lease rentals 1,826  1,756
 Repairs and maintenance expenditure on plant, property and equipment 1,567	 1,585
 Trade receivables impairment 70  (51 )
 Services	provided	by	the	Group’s	auditors
 During the year the Group obtained the following services from the Group’s auditor: 2011	 2010
  £000	 £000
 Audit services – statutory audit 87  84
 Tax services 2  2
 Other services 1  1
 Included in the Group audit fee are fees of £46,750 (2010: £43,085) paid to the Group’s auditor in respect of the Parent Company.
1.  The Company has taken advantage of the exemption, under section 408 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 of the company was £3,896,000 (2010: £2,820,000).
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 assess 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 Agricultural Supply, 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  
United Kingdom.
	 Continuing	operations
 Agriculture Supply – Manufacturing and supply of animal feeds, fertiliser, seeds and associated agricultural products.
 Retail – Supplies of a wide range of specialist products to farmers, smallholders and pet owners.
 Other – Miscellaneous operations not classified as agriculture or 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.
 
	 Primary	reporting	format	-	business	segments
 The segment results for the year ended 31 October 2011 are as follows:
 
  Agriculture	Supply	 Retail	 Other		 Total
	 Year	ended	31	October	2011	 £000	 £000	 £000		 £000
	 Revenue 274,571	 71,318	 287		 346,176
 Segment result 3,631	 3,697	 (241	 )	 7,087
 Share of results of associate 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
Notes to the Financial Statements 32 33 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
7.		 	 DIRECTORS’	REMUNERATION
	 Aggregate Directors’ remuneration
	 2011	 2010
  £000	 £000
 Directors’ emoluments 540	 529
 Company contributions to money purchase pension schemes 23	 23
  563	 552
 
  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	 2011	 2010
		 salary  in kind bonuses	 Total	 Total
		 £000 £000 £000	 £000	 £000
 Executives      
 K R Greetham 130	 9	 50	 189	 182
 B P Roberts 95	 7	 26	 128	 123
 D A T Evans 72	 7	 25	 104	 99
	 Non-Executives		 	 	 	 	
 J E Davies  37	 1	 -	 38	 38
 E E Hughes (retired 15 March 2011) 8	 1	 -	 9	 22
 E G Owen  21	 1	 -	 22	 22
 J C Kendrick  21	 -	 -	 21	 21
 Lord Carlile CBE QC  22	 1	 -	 22	 22
 J J McCarthy (appointed 21 July 2011) 7	 -	 -	 7	 n/a
  413	 27	 101	 540 529
	
	 Directors’ pension entitlements
	 2011 2010
  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  12 12
 B P Roberts 6 6
 D A T Evans  5 5
  23 23
Notes to the Financial Statements	(continued)
5.		 	 SHARE	OF	POST-TAx	PROFITS	OF	ASSOCIATE	AND	JOINT	VENTURES
	 2011	 2010
  £000	 £000
 Share of post-tax profits in associate 113  107
 Share of post-tax profits in joint ventures 48  78
 Total share of post-tax profits of associate and joint ventures 161  185
6.		 	 STAFF	COSTS
 The aggregate payroll costs, including Directors’ emoluments, charged in the financial statements for the Group were as follows:
  2011	 2010
  £000	 £000
 Wages and salaries 16,129  14,439
 Social security costs 1,493	 1,393
 Pension and other costs 625	 597
 Cost of share based reward 159  182
  18,406	 16,611
    
 The average number of employees, including Directors employed by the Group during the year was as follows:
  2011	 2010
  No.	 No.
 Administration 93  87
 Production 85	 81
 Sales, distribution and retail 605	 599
  783	 767 34 35 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
10.		 	 EARNINGS	PER	SHARE
		 Basic	earnings	per	share		 Diluted	earnings	per	share
		 2011	 2010	 2011		 2010		
 Earnings attributable to shareholders (£000) 5,001 4,232 5,001  4,232
 Weighted average number of shares in issue during the year (No. ‘000) 16,545 15,400 16,969  15,634
 Earnings per ordinary 25p share (pence) 30.23 27.48 29.47  27.06
	 	 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 33) 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, the 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 
 Aggregate	impairment	
 At 1 November 2010  1,329 
 Impairment charge  263
 At	31	October	2011	 1,592
	 Net	book	value											
	 At	31	October	2011	 15,089
 At 31 October 2010  11,455
  
 Company	 £000
	 Cost 
 At	1	November	2010	and	31	October	2011		 3,345
	 Aggregate	impairment
	 At	1	November	2010	and	31	October	2011		 894
	 Net	book	value	
	 At	31	October	2011	 	2,451
 At 31 October 2010  2,451
 
  The carrying value of goodwill within the group balance sheet allocated to each of the cash generating units is not considered significant in terms of the 
total carrying value of goodwill.  Included within the carrying value of goodwill within the company balance sheet is £2.04m relating to Eifionydd Farmers.
  Goodwill is tested annually for impairment by estimating future cash flows from the cash generating units to which the goodwill has been allocated and 
discounting these cash flows to their present value.  The key assumptions in this calculation are in respect of discount rates used and the change in cash 
flows.  Management estimates discount rates, which are consistent for all of the cash generating units, using the Board’s assessment of the time value of 
money and the risks specific to the cash generating units.
  Cash flows are estimated using the most recent available actual results for the year to 31 October 2011, and adjusted for any anticipated changes that may 
impact the material carrying value of the cash generating unit.
8.		 	 TAxATION
	 	 2011	 2010
 Analysis	of	tax	charge	in	year £000	 £000
 Current	tax  
 - continuing operations 2,066	 1,720
 - adjustments in respect of prior years (126	 ) (15 )
 Total	current	tax 1,940	 1,705
 
 Deferred	tax  
 - origination and reversal of timing differences (89	 ) (60 )
 Tax	on	profit	on	ordinary	activities 1,851	 1,645
 
 
 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 (26.83%), explained as follows:
  2011	 2010
  £000	 £000
 Profit on ordinary activities before tax 6,852	 5,877
 Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 26.83% (2009 - 28%) 1,841	 1,645
	 Effects	of:  
 Tax effect of share of profit of associate and joint ventures (43	 ) (52 )
 Expenses not deductible for tax purposes 19	 5         
 Capital allowances less than depreciation 201	 97
 Adjustment to tax charge in respect of prior years (126	 ) (15 )
 Utilisation of tax losses (30	 ) -
 Origination and reversal of timing differences (89	 )  (60 )
 Other items 78	 25
 Total	tax	charge	for	year 1,851		 1,645
 
 Factors	that	may	affect	future	tax	charges
   It has been announced that there will be a reduction in the top rate of Corporation tax from 26% to 24% over the next three years. 
9.		 	 DIVIDENDS
	 	 2011	 2010
  £000	 £000
 Final dividend paid for prior year 776	 630
 Interim dividend paid for current year 431	 395
  1,207	 1,025
    
  Subsequent to the year end it has been recommended in the Directors’ Report that a final dividend of 5.20p net per ordinary share (2010: 4.70p) be paid 
on 30 April 2012. Together with the interim dividend already paid on 31 October 2011, of 2.60p net per ordinary share (2010: 2.40p), this would result in a 
total dividend for the financial year of 7.80p net per ordinary share (2010: 7.10p).
Notes to the Financial Statements	(continued) 36 37 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
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
	 Provision	for	impairment	 		 	
 At 1 November 2010 and 31 October 2011 69		 -		 27		 96
    
 Net	book	value	 		 	
	 At	31	October	2011	 2,410		 571		 153		 3,134
 At 31 October 2010 2,361  558  154  3,073
 
	 	 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
     
	 Provision	for	impairment	 		 		
 At 1 November 2010 -  69  -  27  96
 Charge for year  -  -  -  -  -
	 At	31	October	2011	 -		 69		 -		 27		 96
     
 Net	book	value
	 At	31	October	2011	 21,607		 1,061		 48		 147		 22,863
 At 31 October 2010 16,780  1,061       48  147  18,036 
 
Notes to the Financial Statements	(continued)
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
 Acquisition value -  -  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
	 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
 Net	book	value	 		 		
	 At	31	October	2011	 875		 8,671		 5,762		 2,076		 17,384
 At 31 October 2010 928  8,350  5,785  1,977  17,040
  
  The net book value of plant and machinery and motor vehicles above includes amounts of £1,655,955 (2010: £1,684,901) representing assets held under 
finance leases.
 	 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
	 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
 Net	book	value	 		 	
	 At	31	October	2011	 8,214		 2,981		 1,860		 13,055
 At 31 October 2010  7,707  3,084  1,690  12,481 
  The net book value of plant and machinery and motor vehicles above includes amounts of £1,430,058 (2010: £1,365,182) representing assets held under 
finance leases. 38 39 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
 Joint ventures are accounted for using the equity method.
 The aggregate amounts of the Group’s share of joint venture assets and liabilities are: 
  2011	 2010
  £000	 £000
 Non-current assets 691  699
 Current assets 5,212	 5,606
 Current liabilities (4,404	 ) (4,850 )
 Non-current liabilities (9	 ) (14 )
	 Net	assets	 1,490		 1,441
 The aggregate amount of the Group’s share of joint venture revenue and expenses not included in these financial statements are:
  2011	 2010
  £000	 £000
 Revenue  12,221	 10,926
 Expenses  (12,128	 ) (10,817 )
 
 The aggregate amount of the Group’s share of pre-tax profits included in these financial statements is:
 
  2011	 2010
  £000	 £000
 Group’s share of joint ventures profit before tax 93	 109
 Principal	associate
 The above interests in associate 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:
  2011	 2010
  £000	 £000
 Total assets  4,535  3,770
 Total liabilities (2,982 ) (2,500 )
 Net assets 1,553  1,270
 Group’s share of associate’s net assets 621  508
 Total revenue 22,769  18,459
 Profit for the period 383  361
 Group’s share of associate’s profit before tax 153  144
 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 2011
 Wynnstay Fuels Limited 31 December 2010
 Bibby Agriculture Limited 3 September 2011
  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.
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 Dormant company
 Wilsons Pet Centres Limited 100 Dormant company
 Welsh Feed Producers Limited 100 Dormant 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
  Woodheads Seeds Limited’s year end is not co-terminous with the Group as the structure of the Share Purchase Agreement was such that the contingent 
consideration is based on the audited year end accounts as of 30 April. It is the opinion of the Directors that it is in the Group’s best interest not to change 
the year end until the contractual obligation of the contingent consideration has been settled. Woodheads Seeds Limited have prepared additional financial 
statements as at the 31 October 2011 which have been used in preparing the consolidated 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 Fertilizers 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% Property development
 Bibby Agriculture Limited 50% - Ordinary
  50% - Preference Distribution of compound animal feeds  40 41 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Notes to the Financial Statements	(continued)
	 	 		 Group					 		 		 Company
	 	 2011		 2010 	 2011		 2010
	 Transactions	with	joint	ventures	 £000		 £000 	 £000		 £000
 Balance sheet items    
 Amounts due from joint ventures:    
 Trade receivables 880  507  880  507
 Loans 3,493  3,461  3,493  3,461
  4,373  3,968  4,373	 3,968
 Amounts due to joint ventures:    
 Trade payables 40	 35  40	 35
  40	 35  40	 35
 Transactions reported in the statement of comprehensive income:    
 Revenue 7,750  5,876  7,750  5,876
 Purchases 158  147  158	 147
 Income received 72  53  72	 38
  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.
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, associate and joint ventures:
	
	 	 		 Group					 		 		 Company
	 	 2011		 2010 	 2011		 2010
	 Transactions	with	subsidiaries	 £000		 £000 	 £000		 £000
 Balance sheet items    
 Amounts due from subsidiary undertakings:     
 Trade receivables -  -  296	 247
      296	 247
 Amounts due to subsidiary undertakings:    
 Trade payables -  -  2,104	 2,103
      2,104		 2,103
 Transactions reported in the statement of comprehensive income:    
 Revenue -  -  1,629	 1,515
 Purchases -  -  11,334	 7,396
	 	 		 Group					 		 		 Company
	 	 2011		 2010 	 2011		 2010
	 Transactions	with	associate	 £000		 £000 	 £000		 £000
 Balance sheet items    
 Amounts due from associated undertaking:    
 Trade receivables 411  112  411	 112
  411  112  411	 112
 Amounts due to associated undertaking:    
 Trade payables 1,334	 1,568  1,297	 1,568
  1,334	 1,568  1,297	 1,568
 Transactions reported in the statement of comprehensive income:    
 Revenue 63	 52  63	 52
 Purchases 573	 782  536	 782
 
  Sales and purchase transactions with Wynnstay Fuels Limited, amounting to £6,365,000 (2010: £4,986,000), have been netted through the statement of 
comprehensive income with no gross profit impact. In addition the Parent Company purchased fuel amounting to £3,518,000 (2010: £2,342,000) on behalf 
of Wynnstay Fuels Limited which was recharged at no margin. 42 43 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Notes to the Financial Statements	(continued)
17.	 TRADE	AND	OTHER	RECEIVABLES
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 Current	 £000		 £000		 £000		 £000
 Trade receivables 43,164  34,175  26,728  23,515
 Amounts owed by group undertakings -  -  160	 944
 Other receivables 2,420  1,826  982	 717
  45,584  36,001  27,870  25,176
  Trade receivables are stated after a provision for impairment of £729,857 (2010: £693,741) Company £421,876 (2010: £416,876). 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 believe 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 
£296,387 (2010: £240,581) of intercompany trade receivables.
	
18.	 AVAILABLE	FOR	SALE	ASSETS	
	 Available for sale assets relate to a property formally included within fixed assets but now held for resale.
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 	 £000		 £000		 £000		 £000
 Available for sale assets   682	 -  682	 -
 
	
19.	 CASH	AND	CASH	EQUIVALENTS	AND	BANK	OVERDRAFTS
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 	 £000		 £000		 £000		 £000
 Cash and cash equivalents per Balance sheet 1,351		 2,083 	 1,286		 1,176
 Bank overdrafts (1,358)		 (1,068)  -  -
 Cash	and	cash	equivalents	per	Cash	Flow	Statement (7)		 1,015 	 1,286		 1,176
20.	 TRADE	AND	OTHER	PAYABLES
	 	 Group	 Company
	 Current	 2011		 2010 	 2011		 2010
	 	 £000		 £000		 £000		 £000
 Trade payables 40,208  30,697  26,942  23,552
 Amounts owed to group undertakings -  -  5,005	 3,489
 Other taxes and social security 693  517  447  290
 Other payables 1,046  396  495  259
 Accruals and deferred income 4,415  4,128  2,450  2,154
 Contingent consideration 1,750  750  1,750  750
 Deferred consideration  50  95  -  95
  48,162  36,583  37,089  30,589
 
 Included within Company Trade payables are £2,103,812 (2010: £2,103,170) of intercompany trade payables.
	 	 Group	 Company
	 Non-current	 2011		 2010 	 2011		 2010
	 	 £000		 £000		 £000		 £000
 Other payables 92  -  -  -
15.	 BUSINESS	COMBINATIONS
  During the year the Group completed one acquisition structured as a share purchase.
  On the 4 May 2011 the Group completed the acquisition of the entire share capital of Wrekin Grain Limited, a leading independent grain marketing and 
agricultural inputs supplier based in Telford, Shropshire. After utilising cash acquired with the business of £1 million (as set out in the table below) the net 
maximum consideration, contingent on a certain level of financial performance being achieved over the next four years, is £4.015 million. Details of the 
trade, asset values acquired and the consideration are given below, together with details, subject to the comments below, of the revenues and operating 
profit generated in the period :
 Wrekin	Grain	Limited
 Date of acquisition     4 May 2011 
  Book value  Fair value adjustment  Fair	Value 
  £000  £000  £000
 Property plant and equipment  49  -  49
 Goodwill 8  (8 ) -
 Cash and cash equivalents  1,416  (1,000 ) 416
 Trade and other receivables  4,707  -  4,707
 Other current assets  42  -  42
 Other current liabilities  (4,808 ) -  (4,808	 )
 Acquired debt: liquid -  -  -
 Net assets acquired 1,414  (1,008 ) 406
 Maximum goodwill     3,609
 Total consideration     4,015
 Consideration transferred to gain control:
 Cash paid on completion     3,015
 Maximum contingent consideration     1,000
	 	 		 		 4,015
 Revenue in the period to 31 October 2011     30,788
 Operating profit in period to 31 October 2011     663
 100% of the trade receivables at the acquisition date have been collected.
  The acquisition of Wrekin Grain Ltd, which has since changed its name to GrainLink Ltd, will provide the Group with an expanded customer base, providing 
cross selling opportunities and the scope to develop new trading relationships. The expanded activities are intended as a platform to establish a national 
presence in grain marketing for the Group. In July 2011 the trade and assets of Shropshire Grain Ltd were hived into GrainLink Ltd and the respective figures 
shown above for consolidated revenue and operating profit therefore contain transactions for that period which would previously have been reported in that 
Company but are now indistinguishable from the acquired activities.
16.	 INVENTORIES
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 	 £000		 £000		 £000		 £000
 Raw materials and consumables 1,406  1,157  1,406	 1,157
 Finished goods and goods for resale 22,281  16,837  12,926  10,461
  23,687	 17,994  14,332	 11,618 44 45 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
Notes to the Financial Statements	(continued)
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 	 £000		 £000		 £000		 £000
 Borrowings	are	repayable	as	follows:    
 On demand or within one year 4,826	 3,977  3,175  2,516
 In the second year 1,286  1,263  1,077  1,155
 In the third to fifth years inclusive 1,910  314  1,807  289
  8,022  5,554  6,059  3,960
 Finance	leases	included	above	are	repayable	as	follows:
 On demand or within one year 582	 570  503  454
 In the second year 372  386  348  328
 In the third to fifth years inclusive 256  298  252  289
  1,210	 1,254  1,103  1,071
 The	net	borrowings	are:    
 Borrowings as above 8,022  5,554  6,059  3,960
 Cash and cash equivalents (1,351	 ) (2,083 ) (1,286	 ) (1,176 )
 Net debt 6,671	 3,471  4,773  2,784
  
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 the 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.
 Risks	associated	with	financial	instruments
 The main risks to which the Group is exposed are as follows: 
 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
  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. 
 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 monthly basis, and where possible hedging tools, primarily wheat futures contracts on the London LIFFE market are used to manage 
price decisions.
 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 minimal.
 Liquidity risk 
 The Group has appropriate overdraft facilities in place to allow flexibility in managing liquidity.  
21.	 CURRENT	TAx	LIABILITIES
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 	 £000		 £000		 £000		 £000
 Current tax liabilities 2,002	 1,067  600  721
  2,002	 1,067  600  721
22.	 FINANCIAL	LIABILITIES	-	BORROWINGS
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 Current	 £000		 £000		 £000		 £000
 Bank loans and overdrafts due within one year or on demand:    
 Secured overdrafts 1,358		 1,068		 -  -
 Secured loans 2,152	 1,597		 1,938		 1,320
  3,510		 2,665 	 1,938		 1,320
 Loan capital (unsecured) 717  724  717	 724
 Convertible loanstock 17	 18  17  18
 Net obligations under finance leases 582  570  503  454
  4,826  3,977  3,175  2,516
 
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
	 Non-current	 £000		 £000		 £000		 £000
 Bank loans:     
 Secured 2,568  893  2,284	 827
  2,568  893  2,284  827
 Net obligations under finance leases 628  684  600  617
  3,196  1,577  2,884	 1,444
  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 
Convertible Unsecured Loanstock. 
 Non-current
 The bank loans include term loans repayable by instalments as follows:
 Lender	 Monthly	instalment	 Balance	outstanding	 Interest	rate
 Barclays Bank Plc £53,774 £2,736,486 2% over Base Rate
 HSBC Bank Plc £30,687 £304,745 0.95% over Base Rate
 HSBC Bank Plc £46,538 £680,024 1.00% over Base Rate
 Barclays Bank Plc £4,167 £66,160 1.10% over Base Rate  
 HSBC Bank Plc £14,323 £432,372 1.5% over Base Rate
 HSBC Bank Plc n/a £500,000 1.85% over Base Rate
 
 These loans are secured by legal charges over certain of the Company’s freehold property.
  Bank loans and overdrafts include overdrafts totalling £1,357,574 (2010: £1,067,569) relating to subsidiary companies, which are secured by debentures 
over the assets of those companies.  46 47 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
26.	 GOVERNMENT	GRANTS
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
  £000	 £000  £000	 £000
	 Received	and	receivable	    
 As 1 November 2010 and 31 October 2011  126	 126  -  -
 Amortisation	    
 As 1 November 2010 58  48  -  -
 Credited to statement of comprehensive income 10  10  -  -
 At	31	October	2011 68  58  -  -
 Net	balance	      
 At 31 October 2010 and 31 October 2011 58  68  -  -
27.	 SHARE	CAPITAL
	 	 2011	 2010
	 	 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 16,614		 4,154		 16,508  4,127
  During the year 106,263 shares (2010: 97,295) were issued with an aggregate nominal value of £26,566 (2010: £24,324) and were fully paid up for 
equivalent cash of £368,057 (2010: £268,317) to shareholders exercising their right to receive dividends under the Company’s scrip dividend scheme. 
  A total of Nil (2010: 167,504) shares with an aggregate nominal value of £Nil (2010: £41,876) were issued for a cash value of £Nil (2010: £373,884) to 
relevant holders exercising options in the Company.
Notes to the Financial Statements	(continued)
23.	 FINANCIAL	INSTRUMENTS (continued)
 
 The effective interest rates at the balance sheet dates were as follows:
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
 Bank overdraft 2%  2%  2%  2%
 Bank borrowings 2.25%  1.5%  2.25%  1.5%
 Loan capital 1.5%  1.5%  1.5%  1.5%
 Finance leases 4.75%  3.9%  4.75%  3.9%
24.	 PROVISIONS
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
  £000	 £000  £000	 £000
 At 1 November 2010 -  151 	 -	 151
 Utilisation in the year  -	 (151 ) -	 (151 )
 At 31 October 2011 -  -  -  -
  The provision charge in 2010 related to restructuring costs of the Group’s Foxmoor horticultural business within the retail sector announced on 22 October 
2008. During that year £150,812 of the provision was released in respect of a stock write down. 
25.	 DEFERRED	TAxATION
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
  £000	 £000  £000	 £000
 At 1 November 2010 461	 367  122	 227
 Brought in on acquisition 6	 154  -  -
 Charge for the year (95	 ) (60 ) (62	 ) (105 )
 At 31 October 2011 372	 461  60	 122
 The provision for deferred taxation is made up as follows:
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
  £000	 £000  £000	 £000
 Accelerated capital allowances 372  474  60  135
 Tax losses brought forward -  (10 ) -  (10 )
 Short term timing differences -  (3 ) -  (3 )
  372  461  60  122 48 49 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
29.		 CAPITAL	COMMITMENTS
	 At 31 October 2011 the Group and Company had capital commitments as follows:
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
  £000	 £000  £000	 £000
 Contracts placed for future capital expenditure not 
 provided in the financial statements 1,700	 236  1,374	 102
30.		 OPERATING	LEASE	COMMITMENTS
	 At 31 October 2011 the Group had annual commitments under non-cancellable operating leases as follows:
	 	 Land	and	Buildings	 Other
	 	 2011		 2010 	 2011		 2010
	 Group £000	 £000  £000	 £000
 Expiry date:    
 Within 1 year 65	 73  35  5
 Between 2 and 5 years 784	 382  113	 64
 Over 5 years 1,391	 1,189  12  -
	 	 Land	and	Buildings	 Other
	 	 2011		 2010 	 2011		 2010
	 Company £000	 £000  £000	 £000
 Expiry date:    
 Within 1 year 23	 17  -  -
 Between 2 and 5 years 72	 60  47	 16
 Over 5 years 141	 141  -  -
31.		 GROUP	FINANCIAL	COMMITMENTS
 The Group has guaranteed the overdrafts of one of its joint ventures to a maximum of £125,000 (2010: £125,000). 
32.		 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 £625,000 (2010: £597,000). The liability owed to the pension schemes at 31 October 2011 was £59,795 (2010: £56,000).
33.		 EMPLOYEE	SHARE	OWNERSHIP	TRUST
  The Company operates an employee share ownership trust (ESOP). As at 31 October 2011, 38 Ordinary 25p shares (2010: 1,802 Ordinary 25p shares) were 
held by the trust with a market value of £129 (2010: £5,280).   The assets, liabilities, income and costs of the ESOP are incorporated into the financial 
statements of the Group. 
34.		 POST	BALANCE	SHEET	EVENT
  On 1 November 2011 Glasson Grain Limited, a subsidiary of the Group, established a fertiliser operation, FertLink Limited, as a joint venture with NW 
(Trading) Limited. 
Notes to the Financial Statements	(continued)
28.	 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	£	 	 2010		 in	year		 		 2011
	 Discretionary	Share	Option	Schemes	
 Granted May 2005   2.4000 June 2008 - May 2015 25,000  (25,000)  -  -
 Granted August 2008   2.5300 Sept 2013 - Aug 2018 223,000  -  -  223,000
 Granted October 2008   0.2500 Oct 2013 - Mar 2014 177,000  -  -  177,000
    425,000  (25,000)  -  400,000
 Savings	Related	Option	Schemes
 Granted August 2008 2.2000 September 2013 - Feb 2014 359,691  (4,438)  (12,867)  342,386
 Granted March 2010 2.2000 April 2015 - September 2015 229,082  -  (17,947)  211,135
    588,773  (4,438)  (30,814)  553,521
      1,013,773  (29,438)  (30,814)  953,521
  During the year 25,000 Discretionary Share Options (2010: 12,500) and 4,438 Savings Related Options (2010: 13,373) were exercised and satisfied by the 
transfer of 29,438 (2010: 25,873) 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.
 
	 Fair	Value	of	Options	after	7	November	2002
  During the year, the Group charged £158,474 (2010: £182,173) 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		 2011	 2010
 Share price at year end  £3.39 £2.93
 Average share price  £2.73 £2.55
 Exercise price  £1.93 £2.01
 Expected volatility   1.04% 1.00%
 Expected life  2.70	years 3.52 years
 Number of options  953,521 1,013,773
 Risk free interest rate  0.50% 0.50%
 
  The expected volatility used was the standard deviation of the daily share price over the previous year and the risk free interest rate was based on the bank 
base rate at the year end.   50 51 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
35.		 RELATED	PARTY	TRANSACTIONS
 During the year trading took place between the Group and some of the 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 Directors Remuneration disclosure (note 7). 
 
  2011	 2010
  £  £
 J E Davies 86,473  78,819
 E G Owen 111,485  102,067
 E E Hughes (retired 15 March 2011) 10,874  21,573
 J C Kendrick -  -
 Lord Carlile CBE QC -  -
 K R Greetham  165  280
 D A T Evans 110,229  115,597
 B P Roberts 479  461
 J J McCarthy (appointed 21 July 2011) -  -
  319,705	 318,797
36.		 CASH	GENERATED	FROM/(USED	IN)	OPERATIONS
	 	 Group	 Company
	 	 2011		 2010 	 2011		 2010
  £000	 £000  £000	 £000
 Profit	for	the	year  5,001	 4,232  3,896	 2,820
 Adjustments for:     
 Tax 1,851	 1,645  598  751
 Dividend received  -  -  (3,150	 ) (100 )
 Utilisation of cash acquired on acquisition -  -  1,000	 -
 Depreciation of tangible fixed assets 2,543	 2,182  1,757	 1,407
 Impairment of other intangible fixed assets 263  292  -  -
 Impairment of investment -  69  -  69
 Profit on disposal of property, plant and equipment (228	 ) (56 ) (218	 ) (51 )
 Profit on disposal of intangible assets -  -  -  (429 )
 Interest income (72	 ) (31 ) (49	 ) (25 )
 Interest expense 468  412  352  352
 Share of results of joint ventures  (161	 ) (185 )  -  -
 Loans made to joint ventures  (32	 ) (59 ) (32	 ) (59 )
 Share based payments 159  182  159	 182
 Changes	in	working	capital
 (excluding	effects	of	acquisitions	and	disposals	of	subsidiaries):    
 (Increase) in inventories  (5,693	 ) (3,750 ) (2,714	 ) (1,209 )
 (Increase) in trade and other receivables (4,834	 ) (7,474 ) (2,694	 ) (4,699 )
 Increase in payables 6,187	 9,559  5,687  6,795
 (Decrease) in provisions -  (151 ) -  (151 )
 Cash generated from operations 5,452	 6,867  4,592	 5,653
Notice is hereby given that the twentieth 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 20 March, 2012 at 11.45am to transact the 
following business:
ORDINARY	BUSINESS
1.  To receive and adopt the Company’s annual accounts for the financial 
year ended 31 October 2011 together with the Directors’ Report and 
Auditors’ Report on those accounts.
2. To declare a final dividend for the year ended 31 October 2011.
3.  To re-appoint the following Director who retires by rotation under 
Article 91: 
 Kenneth Richard Greetham
4.  To re-appoint the following Director who retires by rotation under 
Article 91: 
 Bryan Paul Roberts
5.  To re-appoint the following Director who retires by rotation under 
Article 91: 
 Lord Carlile CBE QC
6.  To re-appoint the following Director who having been appointed to the 
Board during the last year retires under Article 86: 
 James John McCarthy
7.  To reappoint, at a remuneration to be determined by the Directors, 
Whittingham Riddell LLP as auditors to hold office from the conclusion 
of the Meeting to the conclusion of the competitive review process 
for the position of the Company’s auditor, to be conducted by the 
Directors within a three month period of the passing of this resolution, 
Whittingham Riddell LLP have expressed their willingness to be 
considered in the competitive review process and, thereafter, should 
they be unsuccessful in such review, have undertaken to resign as 
auditor and the Directors are then authorised, hereby, to appoint an 
auditor, pursuant to s.489(3)(c) of the Companies Act 2006, as if a 
casual vacancy in the office of auditor had occurred, such appointment 
to be until the conclusion of the next general meeting at which 
accounts are laid before the Company, again the appointment to be at 
a remuneration to be determined by the Directors.
SPECIAL	BUSINESS
To consider and, if thought fit, pass the following Resolutions which will be 
proposed as Special Resolutions :
8.  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.
9.  That, subject to passing Resolution 8 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 may, 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 Notes to the Financial Statements	(continued) Notice of Annual General Meeting 52 53 www.wynnstay.co.uk Wynnstay Group Plc Annual Report & Accounts 2011
10.  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
 24 January 2012
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.	 Authority	to	allot	shares
  Special resolutions 8 & 9 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.  
3.	 Authority	to	purchase	shares
  Special resolution 10 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.
4.		 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) Financial Calendar
25	January	2012  Announcement of 2011 Results
20	March	2012  Annual General Meeting
30	March	2012 Dividend Record Date 
30	April	2012 Payment of 2011 Dividends
June	2012 Announcement of 2012 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