Annual Financial Report

Wincanton plc (the 'Company')


Annual Financial Report


Further to the Preliminary Results announcement made by the Company on 9 June
2011, which is available at www.wincanton.co.uk, the Company announces that it
has today issued its Annual Report and Accounts for the year ended 31 March
2011 and its Notice of Annual General Meeting 2011.

These documents, together with associated Proxy Form, will be submitted to the
UK Listing Authority and will shortly be available to the public for inspection
at www.hemscott.com/nsm.do.

Copies of the Annual Report 2011 and the Notice of Annual General Meeting 2011
will be made available on the Company's website at www.wincanton.co.uk.

The 2011 Annual General Meeting will be held at 11:30am on Thursday, 21 July
2011 at the offices of Buchanan Communications, 107 Cheapside, London, EC2V 6DN.

In accordance with DTR 6.3.5, the Company provides the following information
which is extracted from the Annual Report and Accounts for the year ended 31
March 2011.  Page numbers and cross-references in the extracted information
below refer to page numbers and sections in the Annual Report and Accounts for
the year ended 31 March 2011.


Mitigating key risks (page 22)

The Group has a well developed structure and set of processes for identifying
and mitigating the key business risks it faces. These are described in detail in
the Corporate governance statement and the key risks are summarised in the table
below.

+--------------+-------------------------------+-------------------------------+
|              |Risk                           |Mitigation                     |
+--------------+-------------------------------+-------------------------------+
|1. Financing  |The Group has committed        |Improved cash generation       |
|              |facilities of some £400m with  |includes the evaluation of     |
|              |average drawn debt of          |disposals, targeting a         |
|              |approximately £260m - £300m.   |reduction in the dividend cash |
|              |The Group has to refinance the |cost, operational improvement  |
|              |majority of these facilities by|and a focus on cash conversion |
|              |December 2012.                 |and generation.                |
+--------------+-------------------------------+-------------------------------+
|2. Operational|Operational start ups and      |The Group has developed        |
|              |ongoing contractual KPIs       |dedicated project teams        |
|              |provide a demanding operating  |specifically targeting start up|
|              |environment.                   |requirements. Ongoing          |
|              |                               |operational performance is the |
|              |                               |core strength of the Group and |
|              |                               |is supported by all facets of  |
|              |                               |the Group.                     |
+--------------+-------------------------------+-------------------------------+
|3. Commercial |We operate in a competitive    |The internal processes are set |
|              |environment with very          |up to focus on the major       |
|              |sophisticated customers and we |contractual obligations and to |
|              |have to ensure the returns are |make sure the financial returns|
|              |adequate especially for the    |are modelled correctly.        |
|              |risks we take on.              |                               |
|              |                               |As explained more fully        |
|              |                               |elsewhere in this report the   |
|              |                               |desire to change the value     |
|              |                               |proposition to the customer and|
|              |                               |to improve returns is a major  |
|              |                               |thrust of the Group.           |
+--------------+-------------------------------+-------------------------------+
|4. Strategic  |The Group needs to identify    |There are sectors within the   |
|              |areas of business that provide |Group portfolio that can be    |
|              |growth and margin enhancement. |grown and profits increased    |
|              |                               |with investment and focus.     |
|              |                               |Resolving the balance sheet    |
|              |                               |constraints will enable us to  |
|              |                               |invest in these businesses and |
|              |                               |capture these opportunities    |
|              |                               |sooner.                        |
+--------------+-------------------------------+-------------------------------+


Related Party Transactions (Note 28 to the consolidated financial statements on
page 78)

28. Related parties

Identity of related parties
The Group has a controlling related party relationship with its parent company
Wincanton plc. In addition the Group has related party relationships with its
subsidiaries and associates, jointly controlled entities (notes 12, 13 and 14
respectively) and with its Executive and non-executive Directors.

Transactions with Executive and non-executive Directors
The interests of the Executive and non-executive Directors in the share capital
of the Company, plus full details of the individual Director's emoluments,
bonuses deferred in shares, share options and pension entitlements are given in
the Directors' remuneration report on pages 37 to 46.

The total of short term employee remuneration and benefits receivable by the
Directors is set out in note 4.

Other related party transactions
Associates
During the year ended 31 March 2011, associates purchased services from the
Group for £0.1m (2010: £0.3m) and sold services to the Group for £6.0m (2010:
£7.7m). At 31 March 2011, the outstanding balance between associates and the
Group was £1.2m (2010: £1.3m). All transactions with associates are made on
commercial terms.

Jointly controlled entities
During the year ended 31 March 2011, the jointly controlled entities purchased
services from the Group for £5.4m (2010: £10.1m) and sold services to the Group
for £7.8m (2010: £11.6m). At 31 March 2011, the outstanding balance between the
jointly controlled entities and the Group was £0.3m (2010: £1.5m). All
transactions with the jointly controlled entities are made on commercial terms.

In addition a loan balance existed between the jointly controlled entities and
the Group as at 31 March 2011 of £1.1m (2010: £0.6m). All loans are provided on
commercial terms.


Independent Auditor's report to the members of Wincanton plc (page 47)

We have audited the financial statements of Wincanton plc for the year ended 31
March 2011 set out on pages 48 to 83. The financial reporting framework that has
been applied in the preparation of the Group financial statements is applicable
law and International Financial Reporting Standards (IFRSs) as adopted by the
EU. The financial reporting framework that has been applied in the preparation
of the parent Company financial statements is applicable law and UK Accounting
Standards (UK Generally Accepted Accounting Practice).

This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members, as a body, for our
audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and Auditors
As explained more fully in the Directors' responsibilities statement set out on
page 33, 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 the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's (APB's)
Ethical Standards for Auditors.

Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on
the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements
In our opinion:
· The financial statements give a true and fair view of the state of the Group's
and of the parent Company's affairs as at 31 March 2011 and of the Group's loss
for the year then ended;
· The Group financial statements have been properly prepared in accordance with
IFRSs as adopted by the EU;
· The parent Company financial statements have been properly prepared in
accordance with UK Generally Accepted Accounting Practice;
· The financial statements have been prepared in accordance with the
requirements of the Companies Act 2006; and, as regards the Group financial
statements, Article 4 of the IAS Regulation.

Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
· The part of the Directors' remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006; and
· The information given in the Directors' report for the financial year for
which the financial statements are prepared is consistent with the financial
statements; and
· The information given in the Corporate governance statement set out on pages
34 to 36 with respect to internal control and risk management systems in
relation to financial reporting processes and about share capital structures 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:
Under the Companies Act 2006 we are required 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 and the part of the Directors'
remuneration report to be audited 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; or
· A Corporate governance statement has not been prepared by the Company.

Under the Listing Rules we are required to review:
· The Directors' statement, set out on page 32, in relation to going concern;
and
· The part of the Corporate governance statement on pages 34 to 36 relating to
the Company's compliance with the nine provisions of the June 2008 Combined Code
specified for our review.
· Certain elements of the report to shareholders by the Board on Directors'
remuneration.

V Stevens (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
100 Temple Street
Bristol
BS1 6AG
8 June 2011


Responsibility statement of the Directors in respect of the Annual Report and
Group financial statements (page 33)

The Board confirms that to the best of their knowledge:
· the financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group and the Company and the
undertakings included in the consolidation taken as a whole; and
· the Directors' report includes a fair review of the development and
performance of the business and the position of the Group and the Company and
the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.

The Board approved the above Responsibility statement on 8 June 2011.


Stephen Williams
Company Secretary

23 June 2011






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Source: Wincanton Plc via Thomson Reuters ONE

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