Annual Report and Accounts

Mothercare plc ("the Company")

ANNUAL REPORT AND FINANCIAL STATEMENTS AND NOTICE OF ANNUAL GENERAL
MEETING

The Company has today published the following documents on its
website, www.mothercareplc.com :


  * The Annual Report and Accounts for the period ended 28 March
    2009; and
  * Chairman's letter and Notice of Meeting.


The Company has also submitted two copies of each of the following
documents to the Financial Services Authority ("the FSA"):


  * The Annual Report and Accounts for the period ended 28 March
    2009;
  * Chairman's letter and Notice of Meeting; and
  * Form of Proxy.


These documents will shortly be available for inspection at the FSA's
Document Viewing Facility at :

            The Financial Services Authority
            25 The North Colonnade
            Canary Wharf
            London
            E14 5HS
The Company will be holding its Annual General Meeting at 10.30 on
Thursday 16 July at the Company's office at Cherry Tree Road,
Watford, Hertfordshire, WD24 6SH.

In accordance with the requirements of Rule 6.3.5 of the Disclosure
and Transparency Rules ("DTR") of the UK Financial Services Authority
we also attach to this announcement a copy of the preliminary
announcement, a description of the principle risk factors for the
Company as set out in the Annual Report and Accounts for the period
ending on 28 March 2009 and a responsibility statement as required by
DTR 4.1.12.

Enquiries: Clive E. Revett, Group Company Secretary. +44 (0) 1923
206185


Principal Risk Factors. Extracted from the Annual Report and Accounts
for the Period ended 28 March 2009:

"Risk management. The business review sets out progress made during
the year against the challenges that the board has set for the
business. In this section the principal risks and uncertainties that
face the business are set out. This section also forms part of the
business review requirements.
The board recognises that the management of risk through the
application of a consistent process during the year, as required by
Code provision C2 (Internal Control), is key to ensuring that a
robust system of internal control is monitored by the business.
The principal risks and uncertainties facing the Company may include
some of those set out below. It should be borne in mind that this is
not an exhaustive list and that there may be other risks that have
not been considered or risks that the board consider now are
insignificant or immaterial in nature, but that may arise and/or have
a larger effect than originally expected.
External risks
The group is reliant upon manufacturers in other countries,
particularly China, India and the Far East. Global economic
conditions (including global demand for goods and services affecting
sales levels and the availability of credit lines for business to its
key suppliers affecting product supply) will continue to affect the
performance of the group's businesses as will the effect of exchange
rate movements, principally the US dollar; cost price movements
(including raw materials) and the difficulty of passing on input cost
price increases, governmental and supra-national regulation affecting
imports; taxation; duties and levies.
The failure to react appropriately to changes in the economic
environment generally or consumer confidence issues affecting the
group's core customers in the UK and in overseas markets,
particularly from the reduction in real disposable incomes caused by,
amongst other things, the contraction of the global economy, expected
future increases in personal and indirect taxation, interest rate
movements and the availability of consumer credit.
The group is potentially vulnerable to adverse movements in exchange
rates as it pays for a large proportion of its goods in foreign
currency, principally the US dollar. Whilst the group effects
transactions, the effect of which seeks to hedge the exposure to
adverse exchange rates, there is no guarantee that the transactions
will be sufficient to cover all likely exposure.
With the continued expansion of the group's international franchise
operations, the group may be exposed to sales concentration risk as
certain franchise partners extend their activities in their existing
and additional territories. As at 28 March 2009, the group's largest
franchisee represents approximately 8.8per cent of group sales. The
group's brands are potentially exposed to firstly the commercial risk
in the default by franchisees of payment for amounts due on royalties
and goods supplied, and secondly (whilst the group seeks to insure
the receivables from franchisees) the group may be exposed to the
liquidity of the credit insurance market and/or credit quality of the
insurers or potential default of banks or insurance companies in
providing security for franchisee primary default. International
operations are also exposed to the possibility in some markets of
political restrictions on remittance of funds to the UK or refusal to
enforce the relevant brand's intellectual property rights against
infringers.
The group continues to operate defined benefit pension schemes
(albeit that they are now closed to new members). The volatility in
movement of real asset and liability values together with, amongst
others, those of the discount rate used for the accounting
assumptions under IAS19 directly affect the net surplus or deficit in
the schemes and the variability of the charge contained within the
financial statements.
Internal risks
Both ELC and Mothercare have a reputation for quality, safety and
integrity. This may be seriously undermined by adverse press or
regulatory comment on aspects of its business both in the UK and
overseas, whether justified or not. To this end, the group takes all
reasonable care to safeguard the reputation of its brands,
particularly in product manufacture and supply areas, by engaging
independent third parties to validate critical areas of its
manufacturing and supply chain for compliance with its ethical code.
Any disruption to the relationship with, or failure of, key suppliers
could adversely affect the group's ability to meet its sales and
profit plans if suitable alternatives could not be found quickly.
Any failure of the group's logistics, distribution and information
technology platforms may restrict the ability of the Company to make
product available in its stores, Direct and International businesses
thereby failing to meet customer expectations adversely affecting
sales and profits.
A failure in the current economic climate to invest appropriately in
the group's infrastructure, people, tangible and intangible assets as
it seeks to balance short and long term profitability drivers.
The Company and the group may be exposed to counterparty risk in
respect of its hedging, banking, insurance or other finance based
contracts and particularly in the ability of the relevant
counterparties being able to continue to meet their obligations.
Currently the group is primarily dependent upon one banking
relationship and, whilst this relationship has been supportive in the
past, there is no guarantee that in the current economic climate this
will continue on the same terms. The group will be seeking to renew
its facilities during the coming year.
Against this background, the system of internal control is designed
to manage rather than eliminate risks.
In order to effectively manage risk, the executive committee has
overall responsibility for ensuring that a rolling programme of
structured risk assessments of those areas having a significant
effect on the future of the business is carried out. The programme
ensures, so far as practicably possible, that the appropriate risk
management processes are identified, controls established, residual
risks evaluated and that the necessary action and risk avoidance
measures taken or monitoring undertaken. Elements of the programme
are reviewed by the internal audit function during the year. The
process outlined above has been in effect during the period and up to
the date of the approval of the accounts by the board. The audit
committee regularly reviews the process and output of the programme
of risk management on behalf of the board.
In addition to the evaluation of business risk referred to above, the
programme of specific risk management activity continued during the
year across the activities of both brands in the United Kingdom.
Under this programme, individual stores are tested against a risk
assessment model that emphasises health and safety, disability
discrimination, fire safety and internal process compliance. It is
intended that as the group's overseas operations develop, appropriate
aspects of the risk management review activity will be implemented or
refined as appropriate.
The internal audit function (a combination of internal resources and
external resource provided by PricewaterhouseCoopers LLP) supplements
the risk-based approach set out above. Furthermore, the Company has
adopted procedures to ensure auditor independence, the details of
which are set out in the section below detailing the work of the
audit committee.
The board believes that the system of internal control described can
provide only reasonable and not absolute assurance against material
mis-statement or loss. The audit committee periodically reviews the
system of internal control on behalf of the board."


                           Mothercare plc
                         Preliminary Results

             Strong growth in sales, profit and dividend

Mothercare plc announces  its preliminary  results for  the 52  weeks
ended 28 March 2009.

Financial Results

*         Group sales up 6.9% to £723.6m (2008: £676.8m)
*         Group profit before tax increased to £42.2m (2008: £4.5m)
*         Basic EPS increased to 36.3p (2008: 0.1p)
*         Strong cash generation; debt free. Net cash balance £24.8m
  (2008: £22.7m)
*         Total dividend up 20.8% to 14.5p (2008: 12.0p)

Financial Highlights (proforma basis)(1)

*         Group sales up 2.8% to £723.6m (2008: £703.6m)
*         Group profit before tax increased to £42.2m (2008: loss of
  £2.6m)
*         Group underlying(1) profit before tax up 12.4% to £37.1m
  (2008: £33.0m)
*         Underlying EPS up 12.6% to 32.1p (2008: 28.5p)
*         UK like-for-like sales(1) up 1.4%
*         International like-for-like sales up 6.0%

Strategic Highlights (proforma basis)

Growth strategy delivering results:

*         Record results for International:
-   International retail sales(1) up 40.9%;
-   International profit up 47.9% to £13.9m;
-   115 new stores; total 609 stores overseas in 50 countries.
*         Early Learning Centre integration largely complete;
  benefits greater than expected
*         UK property portfolio restructuring on track to deliver
  benefits
*         Rapid growth through online strategy in Direct:
-   Direct in Home sales up 24.9% to £62.2m;
-   Direct in Store sales up 26.3% to £45.1m.

Ben Gordon, Chief Executive, said:

"This has been  another strong performance  for the Mothercare  group
and as a  result we have  recommended a 20.8%  increase in the  total
dividend. Our International franchise  business has enjoyed a  record
year, with  profits  up by  nearly  50%.  We now  have  1,014  stores
worldwide in 51 countries, with plans to open another 100 stores this
year. The integration  of the  Early Learning Centre  is now  largely
complete and has delivered benefits beyond our expectations.

"Given the uncertain consumer environment, we are planning cautiously
for 2009/10, however we are well placed as we enter the new financial
year, benefiting from our  growing International platform,  resilient
multi-channel UK business,  strong cash  flow and  debt free  balance
sheet."

Enquiries to:

Mothercare plc

Ben Gordon, Chief Executive        01923 206001
Neil Harrington, Finance Director  01923 206187

Brunswick Group Limited
Catherine Hicks/Catriona McDermott 020 7404 5959


(1)   For definitions of  "proforma basis", "group underlying  profit
before tax", "International retail  sales" and "like-for-like  sales"
see Financial Review.

CHIEF EXECUTIVE'S REVIEW

RESULTS

The Mothercare group has grown sales, profit and dividend against the
backdrop  of   a   difficult   global   economic   environment.   The
multi-channel  UK  business  has  again  grown  like-for-like  sales,
boosted by strong performances from Direct and the integration of the
Early Learning Centre. Our International  business had a record  year
with profits increasing by nearly 50%.

Group sales for the year rose by 6.9% to £723.6 million (2008: £676.8
million) and group  profit before  tax increased  nearly ten-fold  to
£42.2 million (2008: £4.5 million). Like-for-like sales growth in the
UK (up  1.4%) and  in  International (up  6.0%) contributed  to  this
performance which was also boosted by the benefits of the integration
of the Early Learning Centre and very tight control of costs. Our key
underlying  profit  before  tax   measure  calculated  on  the   more
comparable proforma basis  (see below), increased  by 12.4% to  £37.1
million (2008: £33.0 million). On the statutory basis (which  is  not
comparable as  the Early  Learning Centre  first quarter  losses  are
included this year but excluded last year), underlying profit  before
tax decreased by 3.9% to £37.1 million (2008: £38.6 million).

The group  remains cash-generative  and  debt free.  The  acquisition
facility was not drawn down at any point in the year and the net cash
balance at the year end was £24.8 million (2008: £22.7 million). As a
result of  the strong  underlying performance  of the  group and  the
positive cash generation, we are pleased to propose a final  dividend
of 9.9 pence giving a total dividend  for the year of 14.5 pence,  an
increase of 20.8%.

The remainder of this review and the financial review is prepared  on
the more  comparable  "proforma" basis.  It  assumes that  the  Early
Learning Centre, which was acquired in the previous financial year on
19 June 2007, had been owned for all of last year.

TWO WORLD CLASS BRANDS

Our strategy is  centred on the  development of our  two world  class
brands, Mothercare  and the  Early  Learning Centre.  Specialism  and
innovation are central  to our  brand positioning as  we continue  to
build the Mothercare group as a leading global parenting retailer.

One of  our exciting  innovations this  year was  the launch  of  our
exclusive Baby K range, designed in conjunction with celebrity mother
Myleene Klass. The ranges have been  successful in the UK and  around
the world and  as a result  we plan to  extend Baby K  into Home  and
Travel.  We reached an exclusive licensing agreement with the BBC  to
produce "In the  Night Garden"  Home and Travel  products, which  are
selling ahead of  our expectations.  We also continue  to have  great
success with the MyChoice buggy system which is a real innovation  in
allowing customisation of products by our customers. With its  series
of interchangeable options the  MyChoice has become  one of our  best
selling pushchairs ever.

At the Early Learning  Centre we have been  working on our own  brand
toys. The best selling  development toys this  year included our  own
brand "Making Music"  range, "Snow  Queen Palace" and  the "Tower  of
Doom".

The  best   in  class   expertise  and   specialism  of   our   staff
differentiates us  from the  competition and  continues to  be a  key
focus for  us.  We  were again  included  in  the top  "20  Best  Big
Companies to Work For" in the 2009 Sunday Times awards progressing to
13th place overall.

MOTHERCARE STRATEGY

The  Mothercare  group  four-lever   growth  strategy  is   providing
significant benefits:

1.    International franchise - globalisation of the two brands;
2.    Integration benefits - Early Learning Centre acquisition;
3.    Restructuring the UK property portfolio; and
4.    Driving the multi-channel business.

1. International franchise - globalisation of the two brands

International represents the  biggest single  growth opportunity  for
the Mothercare  group and  we  now have  609  overseas stores  in  50
countries outside the UK. International continues to develop  rapidly
with overall franchisee  retail sales  for the  year up  by 40.9%  to
£404.2 million and underlying profits up by 47.9% to £13.9 million.

In the  same  way that  the  Mothercare  brand has  been  so  readily
received around the world, the Early Learning Centre brand is proving
to be just  as popular. We  have also invested  in our global  supply
chain and we now  have five distribution centres  at the core of  our
state-of-the-art logistics network.

In Europe,  we saw  positive  like-for-like growth,  particularly  in
Russia, which contributes the highest international sales numbers for
us worldwide. We plan to open  a further 10 new Mothercare and  Early
Learning Centre stores this year,  which will bring our total  stores
number in Russia to 47.

The Middle East is a very important  region for us where we see  huge
potential and we currently  have 196 stores in  the region, across  9
countries. A key part of our development strategy in the Middle  East
is to open larger stores with the complete range of Home and Travel.

The International roll-out of the Early Learning Centre continues  to
do well, having almost  doubled the number  of Early Learning  Centre
stores outside the UK since acquisition  to 164, and taken the  brand
for the first  time to 10  new countries this  year including  India,
Bahrain and Kuwait. The  Early Learning Centre is  now present in  29
countries, up from 15 when we acquired it.

2. Integration benefits - Early Learning Centre acquisition

Good progress has been made in realising the synergies from the Early
Learning Centre acquisition. Total  synergies for the financial  year
for 2008/09  enabled  us to  drive  benefits ahead  of  the  original
business case  and  we now  consider  the integration  of  the  Early
Learning Centre to be substantially complete.

The largest single synergy from the acquisition of the Early Learning
Centre has been through building Early Learning Centre inserts within
Mothercare stores. Our 84 Early Learning Centre inserts performed  at
the top end of our expectations through Christmas and have  continued
to perform  well since.  The success  of the  inserts is  due to  the
increased footfall each brand brings to the other.

Other significant cost  savings have been  achieved by combining  the
two businesses,  including moving  to a  single management  team  and
fully integrating the  back office functions  whilst maintaining  the
key talent and expertise  of the Early  Learning Centre team.  During
the  year  we  successfully  relocated  the  Early  Learning   Centre
warehouse to a new site adjacent to the existing Mothercare warehouse
in Daventry, resulting in further transport savings.

3. Restructuring the UK property portfolio

The Early Learning Centre acquisition gave us a unique opportunity to
accelerate our  property  strategy,  allowing  us  to  integrate  and
optimise the combined  UK property portfolio,  taking the best  sites
from both  brands. At  the end  of  last year  we announced  a  major
restructure  of  our  portfolio  which  included  store  rightsizing,
consolidating two  stores  into one  and  store closures.  In  total,
including the stores that received an Early Learning Centre insert or
a new  out of  town refit,  we  announced that  145 stores  would  be
affected by property restructure activity.

This restructure is now largely  complete and the beneficial  effects
on the business  can be  seen with costs  in the  year £10.4  million
lower than last year. The property restructure delivered £2.4 million
of additional profit in 2008/09 and  is on track to add £2.6  million
of profit before tax in the financial year 2009/10, taking the  total
profit increase to our £5.0 million target.

With recent structural changes  in the property  market, we are  well
placed to rationalise further and as a result will move into the next
phase of  our  property transformation.  Almost  50% of  the  group's
property leases are  coming up for  renewal in the  next three  years
enabling us to seek better lease  terms, or move out of lower  profit
stores. This phase will also see  us open new out of town  "Parenting
Centres" in  key catchments  and open  new stores  in higher  traffic
locations such as malls  and city centres where  we currently do  not
have a presence, taking further advantage of the beneficial  property
deals currently available.

4. Driving the multi-channel business

The Direct business has continued  its rapid growth with total  sales
through the  Direct  channel  now amounting  to  £107.3  million,  an
increase of 25.5%. This is made up  of Direct in Home sales up  24.9%
to £62.2 million and Direct in Store sales up 26.3% to £45.1 million.

Mothercare has been a pioneer  in multi-channel retailing in the  UK.
The proportion of UK sales  now delivered through our Direct  channel
has grown to 18.5%.  Our online range and  web offering continues  to
improve and  Web in  Store in  particular, continues  to be  a  great
success with customers.

The Mothercare website offers customers  a much wider choice of  Home
and Travel  than is  available in  any store  and two  thirds of  our
Clothing range is  now available  online. Our  Early Learning  Centre
website also  has  more  products  available  online  than  in  store
including larger home and garden items that require home delivery.

We are  also  announcing today  that  we plan  to  launch  Mothercare
websites overseas  with  our franchisees.  We  are working  with  our
partners to open two trial sites in the next year. The model will  be
based on a  centralised site  and support structure  which share  the
look  and  feel  of  Mothercare.com,  but  with  local  language  and
fulfilment. Based on the performance of these trials, we may roll out
further sites in other countries.

Gurgle.com, our social  networking and information  site for  parents
has proved a success with mothers around the world and now has 91,000
registered users. It is  fast becoming a brand  in its own right  and
our latest  development  for Gurgle  has  been the  launch  of  three
parenting advice books with Harper Collins.

SUMMARY AND OUTLOOK

This has  been a  strong performance  for the  Mothercare group.  Our
International business has enjoyed a record year, increasing  profits
by nearly  50%. We  now  have 1,014  stores worldwide  including  609
Mothercare and  Early Learning  Centre stores  outside the  UK in  50
countries.  The   multi-channel   UK   business   has   again   grown
like-for-like sales  in  a  challenging  market,  boosted  by  strong
performances from Direct  and the integration  of the Early  Learning
Centre.

Given the uncertain consumer  environment we are planning  cautiously
for 2009/10  and,  as  previously announced,  we  expect  that  gross
margins will  come  under  further  pressure  from  the  weakness  of
Sterling.

Overall, we  are well  placed as  we enter  the new  financial  year,
benefiting  from  our   growing  International  platform,   resilient
multi-channel UK business,  strong cash  flow and  debt free  balance
sheet.


FINANCIAL REVIEW

Results Summary

Following the acquisition  of the  Early Learning Centre  on 19  June
2007, the Results Summary that follows is again prepared on the  more
comparable "proforma"  basis which  assumes that  the Early  Learning
Centre had been owned for all of last year.

On this basis, group underlying profit before tax increased by  12.4%
to £37.1 million  (2008: £33.0 million).  Underlying profit  excludes
exceptional  items,  amortisation  of  intangible  assets  (excluding
software) and  the  volatile non-cash  foreign  currency  adjustments
(note 3).

Income Statement - Proforma Basis


                                                   08/09  07/08
                                                      £m     £m
Revenue                                            723.6  703.6
Profit from operations                              37.2   34.4
Financing                                          (0.1)  (1.4)
Underlying profit before tax                        37.1   33.0
Loss on disposal/termination of property interests (3.1) (16.9)
Integration costs                                  (1.5) (18.8)
Other reorganisation costs                             -  (0.4)
Non-cash foreign currency adjustments               11.8    2.5
Amortisation of intangible assets                  (2.1)  (2.0)
Profit/(loss) before tax                            42.2  (2.6)
Underlying EPS - basic                             32.1p  28.5p


Non-underlying items

Underlying profit before  taxation on a  proforma basis excludes  the
following non-underlying items:

*         Exceptional losses on disposal or termination of property
  interests and integration costs of £4.6 million;
*         Non-cash adjustments relating to the revaluation of
  monetary assets, liabilities and stock, and marking to market of
  foreign currency hedges at the year end. As the hedges are taken
  out to match future stock purchase commitments, these are
  theoretical adjustments which we are required to make under IAS 39
  and IAS 21. They will reverse in 2009/10. The net adjustment is a
  particularly large gain this year due to the recent devaluation of
  Sterling against the Dollar; and
*         Amortisation of intangible assets (excluding software) of
  £2.1 million.

Exceptional items in  2007/08 included £35.7  million of  exceptional
losses on  disposal  of  property  interests  and  integration  costs
relating to  the integration  of the  Early Learning  Centre and  the
resulting property restructure of both businesses.

Results by Segment - Proforma Basis

The primary segments of Mothercare plc are the UK business (including
Direct) and the International business.


                        Revenue           Revenue
                          08/09             07/08
                             £m                £m
UK                        578.8             587.3
International             144.8             116.3
Total                     723.6             703.6

              Underlying profit Underlying profit
                          08/09             07/08
                             £m                £m
UK                         32.1              34.5
International              13.9               9.4
Corporate                 (8.8)             (9.5)
Financing                 (0.1)             (1.4)
Total                      37.1              33.0


Corporate expenses  represent head  office  costs, board  and  senior
management costs, audit,  insurance and professional  fees. The  7.4%
reduction in corporate costs  is a result of  tight cost control  and
integration synergies.

International profits  have increased  by  47.9% compared  with  last
year, boosted by the weakness of  Sterling against the US Dollar.  UK
profits have declined by 7.0%, however  the UK bears the cost of  the
increase in the pension charge (see below) and in the group bonus and
IFRS 2 share based payment charge. If these are excluded, UK  profits
improved by £1.3 million compared with last year.

Like-for-Like Sales

In this statement,  "like-for-like" sales  are defined  as sales  for
stores that  have been  trading continuously  from the  same  selling
space for at least a  year and include Direct  in Home and Direct  in
Store. Sales from Early Learning Centre inserts in Mothercare  stores
are included where  they are  trading in  existing Mothercare  space.
Like-for-like sales are presented on a proforma basis.  International
retail sales are the estimated retail sales of franchisees and  joint
ventures.  International  like-for-like   sales  are  calculated   at
constant rates of exchange.

Financing and Taxation

Financing represents interest receivable  on bank deposits and  costs
relating to bank  facility fees,  and the unwinding  of discounts  on
provisions.

The underlying tax charge  is comprised of  current and deferred  tax
and is calculated  at 28.0%  (2008: 30.0%) of  the estimated  taxable
profits for the year. A total tax charge of £11.9 million (2008: £4.4
million) has been included.

Pensions

With the  triennial  valuation of  our  defined benefit  schemes  now
complete, we  have concluded  our discussions  with the  Trustees  on
future funding  and  the following  changes  are being  made  to  the
defined benefit schemes:

*         Schemes now closed to new members (new defined contribution
  scheme opened instead);
*         Cap on the revaluation of future pension benefits lowered
  to 2.5%;
*         Increase in member contributions of up to 3.0% of
  pensionable salary;
*         One-off cash contribution by the company of £3.0 million in
  2009/10; and
*         Increase in regular contributions by the company of
  approximately £1.0 million per annum.

As a result of the above, it is expected that the deficit in the fund
will be eliminated within the next ten years.

Details of the income  statement net charge,  total cash funding  and
net assets and liabilities under IAS 19 are as follows:


                                              09/10*    08/09   07/08
                                                   £m      £m      £m
Income statement
Current service cost                    (3.0)           (2.5)   (3.8)
Return    on     assets/interest     on (1.2)             1.6     3.7
liabilities
Net charge                              (4.2)           (0.9)   (0.1)

Cash funding
Company contributions                   (5.0)**         (4.7)   (3.7)

Balance sheet
Fair value of schemes' assets                           150.2   181.1
Present  value   of   defined   benefit               (175.6) (167.3)
obligations
Unrecognised surplus                                        -  (11.8)
Net (liability)/asset                        N/A       (25.4)     2.0


*    Estimate
**   Excludes one-off contribution of £3.0 million

The effects on the IAS 19 valuation to changes in the key assumptions
are as follows:


                   08/09 07/08         Change in     Impact on scheme
                       %     %        assumption          liabilities
                                                                   £m
Discount rate        6.5   6.9          +/- 0.1%              -/+ 3.8
Rate   of   salary   4.2   5.0          +/- 0.5%              +/- 1.6
growth
Life expectancy                         + 1 year                + 5.0


Balance Sheet and Cash Flow

The balance sheet includes identifiable intangible assets arising  on
the acquisition of £26.8 million and goodwill of £68.6 million.

The group  continues  to  generate  cash, with  net  cash  flow  from
operating activities of £34.9 million. After investing £22.8  million
of capital  expenditure, £13.4  million of  integration and  property
costs and paying £10.9  million dividends, the  net cash position  at
the year end is positive, at £24.8 million (2008: £22.7 million).

Going Concern
Our objective  with respect  to  managing capital  is to  maintain  a
balance sheet structure that is both efficient in terms of  providing
long-term returns to shareholders and safeguards the group's  ability
to continue as a going concern.  As appropriate the group can  choose
to adjust its capital  structure by varying  the amount of  dividends
paid to shareholders, returns of capital to shareholders, issuing new
shares or the varying level of capital expenditure.
The group has a committed secured  bank facility of £55.0 million  at
an interest rate of 1.0% above LIBOR which expires on 31 May 2010. It
also has an uncommitted unsecured bank overdraft of £10.0 million  at
an interest rate of 1.0% above the bank base rate.
The group's committed borrowing  facility contains certain  financial
covenants which have been met throughout the year. The covenants  are
tested half-yearly and are based  around gearing, fixed charge  cover
and guarantor cover.
The committed bank  facility was  unused throughout the  year and  at
year end the group had a cash balance of £24.8 million in addition to
the  £65.0  million  of  available  facilities.  The  group's  latest
forecasts and projections  have been  sensitivity-tested for  adverse
variations in trading performance and show that the group is expected
to operate within  the terms  of its current  borrowing facility  and
covenants for the foreseeable future.

Capital Expenditure

Total capital expenditure was £22.8 million (2008: £20.4 million), of
which £15.9 million  was invested in  UK stores. This  is broadly  in
line with depreciation of £19.9 million in the year, however the  net
capex spent after deducting £6.6 million of landlords'  contributions
to store fit-outs is £16.2 million - significantly below the  ongoing
level of depreciation. Capital expenditure for 2009/10 is expected to
be £15.0 million (net of landlords' contributions to store fit-outs).

Earnings per Share and Dividend

Basic underlying earnings  per share  on a proforma  basis were  32.1
pence (2008: 28.5 pence). Total basic earnings per share increased to
36.3 pence  (2008:  0.1  pence).  The  Directors  recommend  a  19.3%
increase in the final dividend to 9.9 pence (2008: 8.3 pence)  giving
a total dividend for  the year of 14.5  pence (2008: 12.0 pence),  an
increase of 20.8%,  in line with  the Company's progressive  dividend
policy.

The final dividend will be payable  on 7 August 2009 to  shareholders
registered on 5 June 2009. The  latest date for election to join  the
dividend reinvestment plan is 17 July 2009.


Consolidated income statement
For the 52 weeks ended 28 March 2009


                     Note       52 weeks ended 28 March 2009       52 weeks ended 29 March 2008
                          Underlying1 Non-underlying         Underlying1 Non-underlying
                                                   2   Total                          2
                                                                                          Total
                            £ million      £ million       £   £ million      £ million       £
                                                     million                            million
Revenue               2         723.6              -   723.6       676.8              -   676.8
Cost of sales         3       (644.8)            8.2 (636.6)     (602.1)         (10.4) (612.5)
Gross profit                     78.8            8.2    87.0        74.7         (10.4)    64.3
Administrative                 (41.2)              -  (41.2)      (36.1)          (7.3)  (43.4)
expenses
Profit from retail               37.6            8.2    45.8        38.6         (17.7)    20.9
operations
Loss on
disposal/termination                -          (2.1)   (2.1)           -         (16.3)  (16.3)
of property
interests             3
Share of results of             (0.4)              -   (0.4)       (0.1)          (0.1)   (0.2)
joint ventures
Profit from                      37.2            6.1    43.3        38.5         (34.1)     4.4
operations            2
Investment income     4           0.4              -     0.4         1.6              -     1.6
Finance costs        3, 5       (0.5)          (1.0)   (1.5)       (1.5)              -   (1.5)
Profit before                    37.1            5.1    42.2        38.6         (34.1)     4.5
taxation
Taxation              6        (10.3)          (1.6)  (11.9)      (10.8)            6.4   (4.4)
Profit for the
period attributable              26.8            3.5    30.3        27.8         (27.7)     0.1
to equity holders of
the parent
Earnings per share
Basic                 8         32.1p           4.2p   36.3p       34.5p        (34.4)p    0.1p
Diluted               8         31.1p           4.1p   35.2p       33.7p        (33.6)p    0.1p


1 Before items described in note 2 below.
2 Includes exceptional items (loss on disposal/termination of
property interests, integration costs and restructuring),
amortisation of intangible assets (excluding software) and the impact
of non-cash foreign currency adjustments under IAS 39 and IAS 21 as
set out in note 3.

All results relate to continuing operations.
Consolidated statement of recognised income and expense
For the 52 weeks ended 28 March 2009


                                   Note 52 weeks ended 52 weeks ended
                                         28 March 2009  29 March 2008
                                             £ million      £ million
Actuarial loss on defined benefit       (31.2)         (3.6)
pension schemes
Tax on items taken directly to          8.7            1.0
equity                              6
Net loss recognised directly in         (22.5)         (2.6)
equity
Profit for the period                   30.3                      0.1
Total recognised income and
expense for the period                  7.8                     (2.5)
attributable to equity holders of
the parent

Consolidated balance sheet
As at 28 March 2009


                                    Note  28 March 2009 29 March 2008
                                              £ million     £ million
Non-current assets
Goodwill                                  68.6          68.6
Intangible assets                         35.9                   35.6
Property, plant and equipment             92.4          95.8
Investments in joint ventures             0.7           0.8
Retirement benefit obligations            -             2.0
Deferred tax asset                        0.8           -
                                          198.4         202.8
Current assets
Inventories                               94.1          70.8
Trade and other receivables               55.7          52.5
Current tax assets                        -             0.6
Cash and cash equivalents                 24.8          22.7
Currency derivative assets                7.3           0.7
                                          181.9         147.3
Total assets                              380.3         350.1

Current liabilities
Trade and other payables                  (108.4)       (95.6)
Current tax liabilities                   (2.6)         -
Obligations under finance leases          -             (0.4)
Short term provisions                     (11.9)        (24.0)
                                          (122.9)       (120.0)
Non-current liabilities
Trade and other payables                  (19.6)        (15.5)
Obligations under finance leases          (0.1)         (0.1)
Retirement benefit obligations            (25.4)        -
Deferred tax liability                    -             (4.4)
Long term provisions                      (13.7)        (12.1)
                                          (58.8)        (32.1)
Total liabilities                         (181.7)       (152.1)

Net assets                                198.6         198.0

Equity attributable to equity holders
of the parent
Called up share capital                   43.8          43.6
Share premium account                     4.3           3.4
Other reserve                             50.8          50.8
Own shares                                (10.6)        (9.8)
Translation reserves                      1.2           -
Retained earnings                         109.1         110.0
Total equity                          9   198.6         198.0



Consolidated cash flow statement
For the 52 weeks ended 28 March 2009


                                   Note 52 weeks ended 52 weeks ended
                                         28 March 2009  29 March 2008
                                             £ million      £ million
Net cash flow from operating                      34.9           51.8
activities                          10
Cash flows from investing
activities
Interest received                                  0.4            1.6
Purchase of property, plant and                 (17.5)         (17.3)
equipment
Purchase of intangibles - software               (5.3)          (3.1)
Proceeds from sale of property,                      -            4.5
plant and equipment
Acquisition of subsidiary                            -         (36.4)
Cost of acquisition                                  -          (5.6)
Investments in joint ventures                    (0.3)          (1.0)
Net cash used in investing                      (22.7)         (57.3)
activities
Cash flows from financing
activities
Interest paid                                    (0.4)          (1.1)
Repayment of obligations under                   (0.4)          (0.5)
finance leases
Equity dividends paid                           (10.9)          (7.9)
Issue of ordinary share capital                    1.1            0.1
Purchase of own shares                           (1.1)          (2.5)
Net cash used in financing                      (11.7)         (11.9)
activities
Net increase/(decrease) in cash                    0.5         (17.4)
and cash equivalents
Cash and cash equivalents at                      22.7           40.1
beginning of period
Effect of foreign exchange rate                    1.6              -
changes
Cash and cash equivalents at end                  24.8           22.7
of period




Notes

1.      General information

a)      The  accounting  policies  followed are  the  same  as  those
published by the group within the 2008 annual report and accounts.
b)      Whilst the financial information included in this preliminary
announcement has been prepared in accordance with IFRS as endorsed by
the  European  Union,  this  announcement  does  not  itself  contain
sufficient information to comply with all the disclosure requirements
of IFRS.
c)       The Company believes that  underlying profit before tax  and
underlying  earnings  provides  additional  useful  information   for
shareholders. The  term underlying  earnings is  not a  defined  term
under IFRS and may not therefore be comparable with similarly  titled
profit measurements reported by other  companies. It is not  intended
to be a substitute  for IFRS measures of  profit. As the Company  has
chosen to  present  an  alternative earnings  per  share  measure,  a
reconciliation of this alternative  measure to the statutory  measure
required by IFRS is given in note 8.
d)      The financial information set  out in this announcement  does
not constitute  the  Company's statutory  accounts  for the  52  week
period ended 28 March 2009 or the 52 week period ended 29 March 2008,
but it is derived  from those accounts.  Statutory accounts for  2008
have been delivered to the Registrar of Companies and those for  2009
will be delivered following the Company's annual general meeting. The
auditors  have  reported  on  those  accounts;  their  reports   were
unqualified, did not draw attention to any matters by way of emphasis
without qualifying their report and did not contain statements  under
s237 (2) or (3) Companies Act 1985.
2.      Segmental information

For management purposes,  the group is  currently organised into  two
operating segments: UK and International.  UK comprises the UK  store
and wholesale operations, catalogue and web sales. The  International
business comprises  the group's  franchise and  wholesale  operations
outside of  the UK.   These  two segments  are distinguished  by  the
different nature of their risks  and returns.  It is considered  that
there are no secondary segments as all business originates in the UK.

Segmental information about the UK and International businesses is
presented below.


                                         52 weeks ended 28 March 2009
                                             Unallocated
                         UK International      corporate Consolidated
                                                expenses
                  £ million     £ million      £ million    £ million
Revenue
External          578.8             144.8              - 723.6
sales
Result
Segment result    32.1               13.9          (8.8) 37.2
(underlying)
Non-cash  foreign  currency                              11.8
adjustments
Amortisation of                                          (2.1)
intangibles
Exceptional items                                        (3.6)
(note 3)
Profit from                                              43.3
operations
Investment income                                        0.4
Finance costs                                            (1.5)
Profit before taxation                                   42.2
Taxation                                                 (11.9)
Profit for the period                                    30.3



                                         52 weeks ended 29 March 2008
                                             Unallocated
                            UK International   corporate Consolidated
                                                expenses
                             £     £ million   £ million    £ million
                       million
Revenue
External sales         565.0           111.8           - 676.8
Result
Segment result         38.0              9.6       (9.1) 38.5
(underlying)
Non-cash       foreign                                   2.7
currency adjustments
Amortisation of                                          (1.6)
intangibles
Exceptional      items                                   (35.2)
(note 3)
Profit from operations                                   4.4
Investment income                                        1.6
Finance costs                                            (1.5)
Profit before taxation                                   4.5
Taxation                                                 (4.4)
Profit for the period                                    0.1


Corporate expenses not allocated to UK or International represent
head office costs, board and senior management costs, insurance,
annual and interim reporting costs and audit and professional fees.


Notes (continued)

3.   Exceptional and other non-underlying items

Due to their significance and one-off nature, certain items have been
classified as exceptional or non-underlying as follows:


                                        52 weeks ended 52 weeks ended
                                         28 March 2009  29 March 2008
                                             £ million      £ million
Exceptional items:
Loss   on    disposal/termination    of          (2.1) (16.3)
property interests
Integration of ELC included in cost  of          (1.5) (11.5)
sales1
Integration of  ELC included  in  admin              - (7.3)
expenses
UK central and sourcing restructure                  - (0.1)
Unwinding of  discount  on  exceptional          (1.0) -
provisions included in finance costs
Other non-underlying items:
Non-cash foreign currency adjustments1            11.8            2.7
Amortisation of intangibles1                     (2.1) (1.6)
Exceptional  and  other  non-underlying            5.1 (34.1)
items


1Included in non-underlying cost of sales, a credit of £8.2 million
(2008: charge of £10.4 million)

Loss on disposal/termination of property interests

During the 52 weeks ended 28 March 2009 ("current year") a net charge
of £2.1  million  has  been  recognised  in  profit  from  operations
relating to provisions against subleases and vacant property.

During the 52 weeks ended 29 March 2008 ("prior year"), a net  charge
of £16.3 million was recognised in profit from operations relating to
the optimisation of the UK  portfolio which involves the closure  and
re-siting of Mothercare and Early Learning Centre stores.

The tax effect of the loss  on disposal of property interests in  the
current year  was a  credit of  £0.6 million  (2008: credit  of  £0.8
million).

Integration of the Early Learning Centre

In the current year, costs of £1.5 million (2008: £11.5 million) were
charged to cost  of sales relating  to the restructure  of the  Early
Learning Centre's  supply chain  and the  opening of  Early  Learning
Centre inserts in Mothercare stores.

In the current year, costs of £nil million (2008: £7.3 million)  were
charged to administrative expenses relating to the restructure of the
Early Learning  Centre's  head offices  in  Swindon and  London,  the
realignment of international franchise agreements and the integration
programme.

The tax effect of the above costs in the current year was a credit of
£0.4 million (2008: credit of £5.3 million).

Unwinding of discount on exceptional provisions

In the  current year,  a charge  of £1.0  million was  recognised  in
finance  costs  relating  to  the   unwinding  of  the  discount   on
exceptional property provisions.

Non-cash foreign currency adjustments

In the current year, a net profit of £11.8 million (2008: net  profit
of £2.7 million) was recognised in cost  of sales as a result of  the
non-cash foreign currency adjustments under IAS 39 and IAS 21.

Amortisation of intangibles

In the  current  year, amortisation  of  intangibles arising  on  the
acquisition of the Early Learning Centre of £2.1 million (2008:  £1.6
million) was charged to cost of sales.

4.   Investment income


                             52 weeks ended 28      52 weeks ended 29
                                    March 2009             March 2008
                                     £ million              £ million
Interest on bank                           0.4                    1.6
deposits
Investment income                          0.4                    1.6


5.   Finance costs


                                  52 weeks ended 28 52 weeks ended 29
                                         March 2009        March 2008
                                          £ million         £ million
Interest and bank fees on bank                  0.4               1.1
loans and overdrafts
Unwinding of discounts on                       1.1               0.4
provisions(1)
Finance costs                                   1.5 1.5


(1) Includes a non-underlying charge of £1.0 million (2008: £nil) of
unwinding of discounts on exceptional provisions. See note 3.
Notes (continued)

6.   Taxation

The charge for taxation on profit for the period comprises:


                                  52 weeks ended 28 52 weeks ended 29
                                         March 2009        March 2008
                                          £ million         £ million
Current tax:
Current year                      8.4               3.9
Adjustment in respect of prior    -                 0.1
periods
                                  8.4               4.0

Deferred tax:
Current year                      4.5               2.0
Adjustment in respect of prior    (1.0)             (1.6)
periods
                                  3.5               0.4
Charge for taxation on profit for 11.9              4.4
the period


UK corporation tax is calculated at  28 per cent (2008: 30 per  cent)
of the estimated assessable profit for the period.

The charge for  the period can  be reconciled to  the profit for  the
period before  taxation  per  the consolidated  income  statement  as
follows:


                                  52 weeks ended 28 52 weeks ended 29
                                         March 2009        March 2008
                                          £ million         £ million
Profit for the period before      42.2                            4.5
taxation
Profit for the period before
taxation multiplied by the        11.8                            1.4
standard rate of corporation tax
in the UK of 28% (2008: 30%)
Effects of:
Expenses not deductible for tax   1.0                             5.8
purposes
Impact of overseas tax rates      0.1                           (0.2)
Change in tax rate                -                             (0.2)
Utilisation of tax losses not     -                             (0.9)
previously recognised against
capital gains
Adjustment in respect of prior    (1.0)                         (1.5)
periods
Charge for taxation on profit for 11.9                            4.4
the period


In addition to the amount  charged to the income statement,  deferred
tax relating  to retirement  benefit  obligations amounting  to  £8.7
million (2008: £1.0 million) has been credited directly to equity.

7.   Dividends


                              52 weeks ended 28     52 weeks ended 29
                                     March 2009            March 2008
                            pence per £ million   pence per £ million
                                share                 share
Amounts recognised as
distributions to equity
holders in the period
Final dividend for the           8.3p 6.9              6.7p       4.7
prior year
Interim dividend for the         4.6p 4.0              3.7p       3.2
current year
                                           10.9                   7.9


The proposed final dividend of 9.9  pence per share for the 52  weeks
ended 28 March 2009 was approved by the board after 28 March 2009, on
20 May 2009, and so, in line with the requirements of IAS 10  'Events
After the Balance Sheet Date', the  related cost of £8.5 million  has
not been included as a liability  as at 28 March 2009. This  dividend
will be paid on 7  August 2009 to shareholders  on the register on  5
June 2009.

Notes (continued)

8.   Earnings per share


                                  52 weeks ended 28 52 weeks ended 29
                                         March 2009        March 2008
                                            million           million
Weighted average number of shares 83.5              80.6
in issue
Dilution - option schemes         2.7               1.9
Diluted weighted average number   86.2              82.5
of shares in issue

                                          £ million         £ million
Earnings for basic and diluted    30.3              0.1
earnings per share
Non-cash foreign currency         (11.8)            (2.7)
adjustments
Amortisation of intangibles       2.1               1.6
arising on acquisition of ELC
Exceptional items (note 3)        4.6               35.2
Tax effect of above items         1.6               (6.4)
Underlying earnings               26.8              27.8

                                              pence             pence
Basic earnings per share          36.3              0.1
Basic underlying earnings per     32.1              34.5
share
Diluted earnings per share        35.2              0.1
Diluted underlying earnings per   31.1              33.7
share


9.   Reconciliation of equity


                                  52 weeks ended 28 52 weeks ended 29
                                         March 2009        March 2008
                                          £ million         £ million
Total recognised income and       7.8               (2.5)
expense
Dividends to equity holders of    (10.9)            (7.9)
the parent company
Issue of ordinary share capital   1.1               58.1
Exchange differences on           1.2               -
translation of overseas
operations
Purchase of own shares            (1.1)             (2.5)
Cost of employee share schemes    2.5               1.8
Net increase in equity            0.6               47.0
Equity at beginning of year       198.0             151.0
Equity at end of year             198.6             198.0


10. Reconciliation of cash flow from operating activities


                                     52 weeks ended 28 52 weeks ended
                                            March 2009  29 March 2008
                                             £ million      £ million
Profit from retail operations        45.8              20.9
Adjustments for:
Depreciation of property, plant and  17.3              16.0
equipment
Amortisation of intangible assets -                2.6            2.1
software
Amortisation of intangible assets -                2.1            1.6
other
Losses on disposal of property,      2.4               1.7
plant and equipment
Gain on non-underlying non-cash      (11.8)            (2.7)
foreign currency adjustments
Equity-settled share based payments  2.5               1.8
Movement in provision for costs of
reorganisation of distribution       -                          (0.7)
network
Movement in property provisions      (3.1)                      (1.3)
Movement integration provisions      (10.3)                      13.6
Movement in restructuring provisions -                          (1.6)
Movement in other provisions         (0.3)                        0.3
Amortisation of lease incentives     (2.2)                      (2.8)
Lease incentives received            6.6                          0.9
Payments to retirement benefit       (5.0)                      (4.3)
schemes
Charge to profit from operations in
respect of service costs of          1.2               0.7
retirement benefit schemes
Operating cash flow before movement in        47.8               46.2
working capital
Increase in inventories              (14.9)            (2.4)
Increase in receivables              (2.3)             (3.8)
Increase in payables                 9.5               14.7
Cash generated from operations       40.1              54.7
Income taxes paid                    (5.2)             (2.9)
Net cash flow from operating         34.9              51.8
activities



Directors' Responsibility Statement

We confirm to the best of our knowledge:


 1. The financial statements, prepared in accordance with the
    applicable setoff accounting standards, give a true and fair view
    of the assets, liabilities, financial position and profit or loss
    of the Company and the undertakings including the consolidation
    taken as a whole; and
 2. the review of operations and finance along with other documents
    which are incorporated into the directors' report, together
    include a fair review of the development and performance of the
    business and the position of the Company and the undertakings
    including the consolidation taken as a whole together with a
    description of the principal risks and uncertainties they face.


By order of the Board


Ben Gordon                                                     Neil
Harrington
Group Chief Executive                          Group Finance Director

Dated  9 June 2009

---END OF MESSAGE---




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