Annual Report & Accounts 
for the year ended 30 June 2010 Financial highlights 1
Group overview 2
Chairman’s statement 3
Chief Executive’s review     4-5
Risks and uncertainties     6
Report of the directors  7-8
Statement of directors’ responsibilities 9
Directors’ remuneration report    10-12
Independent auditor’s report on the group financial statements  13
Consolidated income statement  14
Consolidated statement of financial position 15
Consolidated statement of cash flows 16
Consolidated statement of changes in equity  17
Notes to the financial consolidated statements 18-39
Independent auditor’s report on the parent company  
financial statements    40
Company balance sheet       41
Notes to the company accounts   42-44
Explanation of AGM business 45-47
Notice of Annual General Meeting 48-50
Form of Proxy 51
Directors and advisers  IBC
111 Park Street London W1K 7JL Annual Report & Accounts 2010
1
Brooks Macdonald Group plc
Financial Highlights
Turnover has increased from 
£21.8 million to £35.1 million,  
a rise of 61%. 
Pre-tax profit was £5.68 million 
compared to £3.18 million, an 
increase of 78%.
+61% 
9p 
+78% 
+57% 
The board has decided to 
recommend a final dividend of 6p 
per share making a total of 9p for 
the year compared with 5.5p for 
the previous year. This final 
dividend is subject to approval by 
shareholders at the Annual 
General Meeting and has not 
been included as a liability in 
these financial accounts.
Discretionary Funds Under 
Management rose from  
£1.386 billion to £2.186 billion.
Funds under Management, £m Pre tax profit, £m Turnover, £m
2006 2006
0.82
2006
8.17
2007 2007
1.60
2007
12.53
2008 2008
2.03
2008
16.78
2009 2009
21.8
2010
2,186
2010
5.68 
2010
35.1
2009
3.18
1,386
1,181
915
638 Annual Report & Accounts 2010 Brooks Macdonald Group plc
2
Brooks Macdonald Group plc is 
an AIM listed integrated wealth 
management group. The group 
consists of three principal 
companies: Brooks Macdonald 
Asset Management Limited, a 
discretionary asset management 
business; Brooks Macdonald 
Financial Consulting Limited, a 
financial advisory and employee 
benefits consultancy; and 
Braemar Group plc, a specialist 
property fund and estate 
management company. 
Brooks Macdonald Asset Management 
provides a bespoke, fee based, investment 
management service to private high net 
worth individuals, charities and trusts. It also 
provides in-house custody, nominee and 
dealing services and has offices in London, 
Hampshire, Manchester, Tunbridge Wells, 
and Edinburgh.
Brooks Macdonald Financial Consulting is 
London based and provides fee based, 
independent advice to high net worth 
individuals, families and businesses.
The Braemar Group which was acquired after 
the year end is based in Hale Cheshire. It 
designs and manages specialist funds in the 
property sector and manages property assets 
on behalf of the funds and other clients.
The Brooks Macdonald Group has developed 
under stable management since formation in 
1991 and, including Braemar Group, now 
has in excess of 200 staff throughout the UK. 
The group shares are listed on AIM, with 
management and staff retaining considerable 
ownership of the business.
Group Overview
2 Mount Ephraim Rd Tunbridge Wells Kent TN1 1EE 
Tunbridge Wells
The Long Barn Dean Estate Wickham Road  
Fareham Hampshire PO17 5BN
Hampshire
10 Melville Crescent Edinburgh EH3 7LU 
Edinburgh
55 King Street Manchester M2 4LQ
Manchester
Richmond House Heath Road Hale Cheshire WA14 2XP
Braemar Annual Report & Accounts 2010
3
Brooks Macdonald Group plc
This has been another strong year 
for Brooks Macdonald, with 
pre-tax profit increasing by 78% 
to £5.7m. Earnings per share were 
38.10p, an increase of 69%.
On the back of these excellent results the 
Board has decided to recommend a final 
dividend of 6p per share. This, following our 
maiden interim dividend in March 2010 of 
3p, represents a 64% increase in total 
dividends over last year, when a single 
dividend of 5.5p was paid.
Funds under management at 30 June 2010 
were £2.186bn, compared with £1.386bn a 
year earlier, an increase of 57%. We are 
delighted that FUM now exceed £2bn, a 
milestone which reflects the group’s robust 
business model, consistent investment 
performance across all risk mandates and the 
continued ability to generate new business 
from both on-going and new relationships.
The momentum seen in the first half of the 
year carried through into the second half 
and beyond. Since the end of the financial 
year we have completed the acquisition of 
Braemar Group, a specialist manager of 
property funds. This acquisition was 
undertaken only after careful consideration 
of its “fit” with Brooks Macdonald in terms 
of company values as well as its ability to 
enhance shareholder value.
In April I was pleased to welcome Nicholas 
Holmes and Andrew Shepherd to the Board. 
As Joint Managing Directors of our asset 
management company they have played a 
major role in the growth of our business. 
Colin Harris, the former Chief Executive 
Officer of Newton Investment Group, was 
appointed a non executive director in July. I 
am confident that Colin’s experience and 
expertise will be of significant value to Brooks 
Macdonald as we continue to expand. 
Market conditions remain volatile but they 
have provided some ‘tailwind’ over the 
period in terms of assisting growth. However 
none of the progress of the group would 
have been possible without the hard work, 
dedication and professionalism of our staff. 
The year under review was one of significant 
progress for Brooks Macdonald. Our strong 
balance sheet, growing brand and the 
strength and depth of talent throughout the 
group give the Board confidence that our 
progress will continue in the current year.
 
 
 
Christopher Knight 
Chairman
14 September 2010
“The year under review was 
one of significant progress 
for Brooks Macdonald.”
Chairman’s Statement
Christopher Knight, Chairman Annual Report & Accounts 2010 Brooks Macdonald Group plc
4
Chief Executive’s Review
The group continues to have a 
number of growth strategies and I 
am pleased to report that these 
have enabled us to continue to 
grow the business at a very 
successful rate over the last year. 
Organic growth has been the 
major driving force, but has been 
combined with new office 
openings, strategic alliances and 
the acquisition of Lawrence House.
Funds under management rose from 
£1.386bn to £2.186bn over the period 
representing an increase of 57%. Whilst 
markets remained volatile they were 
supportive, with the APCIMS Balanced index 
rising 12.66% and the less relevant FTSE100 
rising 6.7% over the same period.
We continue to work closely with high 
quality IFAs and professional introducers 
alike. This continues to account for a major 
part of the group’s growth and in the period 
under review over 80% of our new business 
came from these sources. I would like to take 
this opportunity to thank all our professional 
connections for their continued support.
Our principal offering to clients is based 
around providing high quality fee based 
private client discretionary fund 
management. This service is divided into the 
management of Private Portfolios, Self 
Invested Personal Pensions (‘SIPP’), Charities 
and Trusts, and our Managed Portfolio 
Service (‘MPS’). In addition we have a 
bespoke financial consulting practice. I am 
pleased to report that in all areas we have 
seen growth.
The group has continued to make significant 
strides in the SIPP market, which now 
accounts for 42% of funds under 
management. Our MPS service, aimed at 
clients with portfolios of between £20,000 
and £150,000, has seen considerable growth 
in the number of SIPP accounts but also 
noticeably from ISA amalgamations. This 
represents around 7% of FUM and continues 
to be a driver of profit and turnover growth. 
Our pipeline for new business remains robust 
for all our discretionary investment 
management services.
In London we have seen continued growth 
in the fund management teams, our 
operations department, central functions 
and financial consulting. This remains our 
largest office and further space has been 
secured to allow continued growth. Outside 
of London, we have relocated our Hampshire 
office to larger premises reflecting its 
considerable success, and Manchester, 
Tunbridge Wells and our newest office in 
Edinburgh have all grown ahead of forecasts 
over the last year. We will continue to look at 
regional opportunities over the coming year.
The Retail Distribution Review (‘RDR’) is 
scheduled for January 2013 and it will 
change the distribution models of most firms 
“I remain firmly of the view 
that private clients require 
a blend of service and 
investment performance in a 
risk controlled environment.“
Chris Macdonald, Chief Executive Annual Report & Accounts 2010
5
Brooks Macdonald Group plc
Chief Executive’s Review
in financial services. We are highly supportive 
of the proposed changes and see RDR as a 
considerable opportunity for the group over 
the next two years and beyond.
In July 2010 we completed the acquisition of 
the Braemar Group. Part of our growth 
strategy has been to look at niche funds and 
to make acquisitions where we can see 
strong medium term value. Braemar very 
much fitted these objectives. It manages 
over £500m of property and has £45m in 
specialist funds. Whilst still early days in 
terms of integration, I am pleased to report 
initial progress has been strong. I do not 
believe that in the first year the acquisition 
will be earnings enhancing due to the 
system development and new recruitment 
that will take place, but over the medium 
term (2011 onwards) I am confident that 
this will be a valuable addition to the group.
I remain firmly of the view that private 
clients require a blend of service and 
investment performance in a risk controlled 
environment. We continue to invest in 
the investment management process to 
expand our research and performance 
capabilities as well as investing in 
the development of our systems to 
enhance the offering to our clients. 
Over the year a number of landmarks were 
achieved. We passed through £2bn of funds 
under management, we announced further 
significant ‘hires’, added further strategic 
partners and were awarded the accolade of 
being one of the Best Companies in the UK 
to work for according to the Sunday Times. 
The latter was especially pleasing as it is a 
strong reflection of the ethos and culture of 
the group. During the year the company 
decided to establish the Brooks Macdonald 
Employee Benefit Trust to motivate and 
retain our employees, all of whom are 
potential beneficiaries of the Trust. 
I wish to end this report by thanking all 
members of staff. Total staff numbers 
have increased from 140 to 168 over 
the financial year, and now amount to 
over 200, and it remains a privilege to 
work alongside such a talented group of 
individuals. With growth being generated 
from a number of sources, an exceptional 
team and a robust balance sheet we 
continue to look forward with confidence.
Chris Macdonald 
Chief Executive
14 September 2010
“With growth being 
generated from a number of 
sources, an exceptional team 
and a robust balance sheet 
we continue to look forward 
with confidence.” Annual Report & Accounts 2010 Brooks Macdonald Group plc
6
Risks and uncertainties 
The principal risks and uncertainties that face the group are:
Financial risks
The group’s principal financial risks and the measures and policies 
for the management of those risks are set out in note 24 to the 
consolidated financial statements.
Non–financial risks
The significant non-financial risks faced by group are as follows:
Reputational risk
The group has a growing reputation as provider of high quality 
investment and wealth management services. There is a risk that 
significant damage to reputation could lead to the loss of existing 
clients as well as impacting on the ability to gain new clients which 
would lead to a fall in financial income. 
Such risk could lead to negative publicity arising from reasons such 
as poor investment performance or client service or regulatory 
censure. This risk is minimised by ensuring the group maintains a 
culture of high ethical and professional standards whilst focussing 
on delivering a first class service to all of our clients. The group 
maintains an independent compliance department which ensures 
conformity with the regulations of the Financial Services Authority 
as well as relevant statute in all of our dealings with our clients. This 
compliance function is monitored by the compliance and risk 
committee of the group board.
Regulatory risk
The sector in which the group operates is heavily regulated and any 
breach of regulations could lead to fines or disciplinary action 
against the group or its staff. The group monitors actual and 
impending changes in regulations in order to assess the impact on 
the business and to ensure that the group has sufficient resources to 
implement any necessary changes. 
Competition risk
Operating in a competitive market there is a risk of loss of existing 
clients due to poor performance, failure to respond to changes in 
the market place, or the loss of key investment professionals. To 
minimise this risk, the group continues to invest in its employees 
and monitors developments in the marketplace in which it operates 
to ensure that the group continues to offer a wide range of services. 
Recruitment policies are designed to attract high quality staff and 
the group regularly reviews and benchmarks its remuneration 
packages and contractual arrangements in order to retain and 
motivate staff. A dedicated training manager provides structured 
training plans in order to ensure all staff continue to develop their 
careers within the group.
Technology risk
A key part of the high quality service delivered to clients is facilitated 
by a flexible and robust IT infrastructure.
New IT projects are regularly reviewed and appraised at board 
meetings in order to ensure that the group continues to develop its 
IT capabilities. As well as our offices in Hampshire, Manchester, 
Tunbridge Wells and most recently Edinburgh providing back up 
facilities we have a disaster recovery site based at Heathrow. 
Operational risk
Operational risk is the risk that the group suffers a loss resulting 
from inadequate or failed internal processes, people and systems or 
from external events. The group’s policy to minimise these risks is to 
continuously monitor and review the controls in place to ensure 
these are adequate for the risks involved. 
Risks and uncertainties Annual Report & Accounts 2010
7
Brooks Macdonald Group plc
The directors present herewith their annual report, together with 
the audited financial statements for the group for the year ended  
30 June 2010.
Principal activities and business review
A review of the group’s activities and future developments, which 
fulfils the requirements of the business review, including the 
financial performance during the year, key performance indicators 
and a description of the principal risks and uncertainties facing the 
group is set out within the Chairman’s statement, the Chief 
Executive’s review and risks and uncertainties summary on pages 3 
to 6 which form part of this report. A description of the group’s 
financial risk management objectives and policies and its exposure 
to price, credit, liquidity risk is contained in note 24 to the 
consolidated financial statements on pages 36 to 38.
Results and dividends
The profit before taxation for the year was £5,682,463  
(2009: £3,185,423) and the profit for the year after taxation  
was £3,856,821 (2009: £2,254,565).
The company paid a final dividend and an interim dividend during 
the year of 5.5p and 3p respectively (2009: final dividend only 3.5p) 
amounting in total to £857,020 (2009: £349,477) - see note 9 on 
page 28.
The directors recommend a final dividend of 6p per share  
(2009: 5.5p). This results in total dividends of 9.0p (2009: 5.5p)  
per ordinary share for the year. These dividends amount to 
£920,837 (2009: £550,893). 
It is proposed that the retained profit of £3,220,176  
(2009: £1,924,136) be transferred to reserves.
Directors and their interests
The directors of the company during the year and their beneficial 
interests in the share capital of the company at the beginning and 
end of the year were as follows:
Ordinary shares of 1p 
 At 30 June At 30 June
 2010* 2009*
C J Knight 71,585 71,585
C A J Macdonald 1,003,308 1,028,308
J M Gumpel 790,379 815,379
N I Holmes (appointed 12 April 2010) 41,002 41,002
S J Jackson 50,862 43,462
N H Lawes 32,262 32,262
A W Shepherd (appointed 12 April 2010) 29,262 29,262
R H Spencer 954,058 984,058
C R Harris (appointed 14 July 2010) - -
S P Wombwell 88,204 88,204
*or date of appointment if later 
Details of share options held by the directors at the beginning and 
the end of the year can be found within the report on directors’ 
remuneration on pages 10 to 12.
Retirement and re-appointment of directors
C R Harris, N I Holmes and A W Shepherd have all been appointed 
as additional directors since the last Annual General Meeting and 
accordingly the Company’s articles of association require them to 
retire from office at this Annual General Meeting and offer 
themselves for re-election.
C J Knight, C A J Macdonald and S P Wombwell will retire by 
rotation at the Annual General Meeting and being eligible will offer 
themselves for re-election.
Report of the Directors Annual Report & Accounts 2010 Brooks Macdonald Group plc
8
Report of the Directors
Substantial shareholdings
Substantial interests in the company’s shares as at 1 September 
2010 have been advised to the company as follows:
 Number Percentage  
  holding
C A J Macdonald 1,003,308 9.62%
R H Spencer 984,058 9.44%
J M Gumpel 790,379 7.58%
Hargreave Hale & Co 715,641 6.86%
Liontrust Asset Management  663,534 6.36%
Jamiro Properties Inc. 659,537 6.32%
Legal & General Investment Management Limited 439,500 4.22%
Brewin Dolphin Securities 426,649 4.09%
Artemis Investment Management Limited 423,997 4.07%
Octopus Investments Limited  341,530 3.28%
Montanaro Fund Managers Limited 328,774 3.15%
A W Butt 326,862 3.14%
Political and charitable donations
No contributions were made for political purposes during the year 
(2009: nil). 
During the year the group formed the Brooks Macdonald Foundation, 
which is administered by the Charities Aid Foundation. The group 
made an initial contribution of £10,000 (2009: nil) and staff will be 
encouraged to donate to charity in a tax efficient manner through the 
Give As You Earn payroll giving scheme. 
The objective of the Foundation is to make charitable donations and 
review community activities, as suggested by employees, and to 
support employee’s participation in a wide range of activities 
involving both local and international charities. 
Payment policy 
The group and company do not apply a specific payment code. The 
payment of suppliers’ invoices is made in accordance with terms 
agreed with suppliers subject to the resolution of any disagreement 
regarding the supply. In the majority of cases, the terms agreed with 
suppliers are for payment within 30 days of their invoice date. At the 
year end, the average trade creditor for both the group and 
company was 30 days (2009: 31 days).
Events since the end of the year
Details of events after the statement of financial position date are set 
out in note 28 to the financial statements on page 39.
Auditors
A resolution to re-appoint Moore Stephens LLP as the company’s 
auditors will be put to the forthcoming Annual General Meeting.
Each of the persons who are directors at the time when this report is 
approved has confirmed that:
(a)  so far as each director is aware, there is no relevant audit 
information of which the company’s auditors are unaware; and
(b)  each director has taken all the steps that ought to have 
been taken as a director, including making appropriate 
enquiries of fellow directors and the company’s auditors 
for that purpose, in order to be aware of any information 
needed by the company’s auditors in connection 
with preparing their report and to establish that the 
company’s auditors are aware of that information.
Annual General Meeting
The 2010 Annual General Meeting will be held on Tuesday 19 
October 2010 at 9:30am at 111 Park Street London W1K 7JL. The 
notice of the meeting is on pages 45 to 50 with details of the 
resolutions proposed and explanatory notes.
By Order of the Board
S J JACKSON
Director
14 September 2010 Annual Report & Accounts 2010
9
Brooks Macdonald Group plc
The directors are responsible for preparing the Directors’ Report  
and the financial statements in accordance with applicable law  
and regulations.
Company law requires the directors to prepare financial statements 
for each financial year. Under that law the directors have elected to 
prepare the financial statements for the group in accordance with 
IFRS as adopted by the European Union and for the company in 
accordance with United Kingdom Generally Accepted Accounting 
Practice (UK GAAP). In accordance with IFRS as adopted by the 
European Union the group financial statements must present fairly 
the financial position and performance of the group. In accordance 
with UK GAAP, the company financial statements must present fairly 
the financial position and performance of the company. Under 
company law directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view. In 
preparing these financial statements, the directors are required to:
•  select suitable accounting policies and then apply them 
consistently;
•  make judgements and accounting estimates that are reasonable 
and prudent;
•  state whether the financial statements have been prepared in 
accordance with an applicable accounting framework;
•  prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the company and 
group will continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time the 
financial position of the company and enable them to ensure that 
the financial statements comply with the Companies Act 2006. They 
are also responsible for safeguarding the assets of the company and 
hence for taking reasonable steps for the prevention and detection 
of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the company’s 
website. Legislation in the United Kingdom governing the 
preparation and dissemination of the financial statements may differ 
from legislation in other jurisdictions. 
Statement of Directors’ Responsibilities Annual Report & Accounts 2010 Brooks Macdonald Group plc
10
Directors’ Remuneration Report  
for the year ended 30 June 2010
The board presents the remuneration report for the year ended 30 June 2010 setting out the remuneration policy and related matters. 
Remuneration committee
During the year the remuneration committee comprised S P Wombwell (Chairman) and C J Knight and met three times during the year 
under review. The committee is primarily responsible for the following: 
• the review and approval of the groups remuneration policy 
• the design and review of performance targets and conditions that are attached to performance-related remuneration schemes
C R Harris was appointed to the committee on 14 September 2010
Directors’ remuneration
 Salary Profit related  2010 2009 2010 Pension  2009 Pension 
 or fee bonus Benefits Total Total contributions contributions
Chairman       
C J Knight 31,100 - - 31,100 30,176 - -
Executive       
C A J Macdonald 203,775 390,000 2,158 595,933 455,510 30,566 30,566
J M Gumpel 151,000 175,000 2,158 328,158 262,735 22,650 22,650
N I Holmes
1
  30,301 135,000 794 166,095 - 4,200 -
S J Jackson 151,000 240,000 2,899 393,899 282,957 22,650 22,650
N H Lawes 151,000 140,000 4,089 295,098 244,696 22,650 22,650
A W Shepherd
1
  30,301 135,000 - 165,301 - 4,200 -
R H Spencer 151,000 220,000 2,158 373,158 282,735 29,982 22,650
Non-executive       
S P Wombwell 21,600  - 21,600 20,900 - -
Equity incentives 
All directors are entitled to take part in HM Revenue & Customs approved Brooks Macdonald Group Sharesave Scheme on the same terms 
as all other employees. An option grant was made on 1 June 2008 and the details of the grants to directors are shown below: 
Sharesave Scheme
 At 30 June Awarded Exercised At 30 June Exercise Earliest Expiry 
 2009
2
 in the year  in the year 2010 price exercise date date
C A J Macdonald 4,795 - - 4,795 196p 01.06.11 30.11.11
J M Gumpel 4,795 - - 4,795 196p 01.06.11 30.11.11
N I Holmes 4,795 - - 4,795 196p 01.06.11 30.11.11
S J Jackson 4,795 - - 4,795 196p 01.06.11 30.11.11
N H Lawes 4,795 - - 4,795 196p 01.06.11 30.11.11
A W Shepherd 4,795 - - 4,795 196p 01.06.11 30.11.11
R H Spencer 4,795 - - 4,795 196p 01.06.11 30.11.11
1
 Appointed 12 April 2010  
2
 Or date of appointment Annual Report & Accounts 2010
11
Brooks Macdonald Group plc
The Brooks Macdonald Group Enterprise Management Incentive Scheme (EMI) was adopted by the shareholders of the company on  
11 February 2005. 
Options granted can be exercised if there has been an increase in the diluted earnings per share of the company of at least 2% per annum 
more than the increase in the Retail Price Index over the period of three financial years starting with the financial year in which the date of 
grant falls and ending with the financial year in which the third anniversary of the date of grant falls.
Options may not normally be exercised before the third anniversary of the date of the grant and expire on the tenth anniversary of the grant.
The details of the grants to directors are shown below:
Enterprise Management Incentive Scheme
 At 30 June Awarded Exercised At 30 June Exercise Earliest Expiry 
 2009
3
 in the year  in the year 2010 price exercise date date
C A J Macdonald 10,000 - - 10,000 155p 01.11.08 01.11.15 
 17,500 - - 17,500 290.5p 17.10.10 31.10.17
J M Gumpel 10,000 - - 10,000 155p 01.11.08 01.11.15 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
N I Holmes 22,000 - (22,000) - 140p 11.03.08 11.03.15 
 15,000   15,000 155p 01.11.08 01.11.15 
 9,000 - - 9,000 215p 18.10.09 17.10.16 
 6,000 - - 6,000 290.5p 17.10.10 31.10.17
S J Jackson 29,500 - (7,400) 22,100 140p 11.03.08 11.03.15 
 20,000 - - 20,000 155p 01.11.08 01.11.15 
 17,000 - - 17,000 215p 18.10.09 17.10.16 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
N H Lawes 14,000 - (10,000) 4,000 140p 11.03.08 11.03.15 
 10,000 - - 10,000 155p 01.11.08 01.11.15 
 17,000 - - 17,000 215p 18.10.09 17.10.16 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
A W Shepherd 14,000 - - 14,000 140p 11.03.08 11.03.15 
 14,000   14,000 155p 01.11.08 01.11.15 
 9,000 - - 9,000 215p 18.10.09 17.10.16 
 6,000 - - 6,000 290.5p 17.10.10 31.10.17
R H Spencer 10,000 - - 10,000 155p 01.11.08 01.11.15 
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
3
 Or date of appointment Annual Report & Accounts 2010 Brooks Macdonald Group plc
12
The Brooks Macdonald Group Phantom Share Scheme was adopted by the board on 15 October 2008 with the intention of creating an 
incentive plan for senior key directors and employees of the group
The scheme is a cash scheme based on the increase in the ordinary share price of the company. The award can be exercised if there has 
been compound annual growth of at least 20% in earnings per share of the company over the three year performance period from 1 July 
2008 to 30 June 2011.
The details of the grants to directors are shown below:
 At 30 June Awarded Exercised At 30 June Base Earliest Expiry 
Phantom Share Scheme 2009
4
 in the year  in the year 2010 price exercise date date
C A J Macdonald 25,000 - - 25,000 218.5 15.10.11 29.10.11
J M Gumpel 25,000 - - 25,000 218.5 15.10.11 29.10.11
N I Holmes 50,000 - - 50,000 218.5 15.10.11 29.10.11
S J Jackson 50,000 - - 50,000 218.5 15.10.11 29.10.11
N H Lawes 50,000 - - 50,000 218.5 15.10.11 29.10.11
A W Shepherd 50,000 - - 50,000 218.5 15.10.11 29.10.11
R H Spencer 25,000 - - 25,000 218.5 15.10.11 29.10.11
C R Harris, C J Knight and S P Wombwell held no EMI share options or phantom awards at either the beginning or the end of the year or at 
the date of their appointment. 
The average share price during the year was 538 pence. Details of the share option schemes are provided in note 15 and note 19 (b) to the 
financial statements. The market price at the end of the year was 780 pence and the highest and lowest price during the year was 780 
pence and 292 pence respectively.
Directors’ Remuneration Report  
for the year ended 30 June 2010
4
 Or date of appointment Annual Report & Accounts 2010
13
Brooks Macdonald Group plc
We have audited the group financial statements of Brooks 
Macdonald Group Plc for the year ended 30 June 2010 which 
comprise the consolidated statement of comprehensive income, 
consolidated income statement, consolidated statement of financial 
position, consolidated cash flow statement, consolidated statement 
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.
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 Statement of Directors’ 
Responsibilities on page 9, the directors are responsible for the 
preparation of the group financial statements and for being satisfied 
that they give a true and fair view. Our responsibility is to audit the 
group 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
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 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.
Opinion on financial statements
In our opinion the group financial statements:
•  give a true and fair view of the state of the group’s affairs as at 
30 June 2010 and of its profit for the year then ended;
•  have been properly prepared in accordance with IFRSs as 
adopted by the European Union; and
•  have been prepared in accordance with the requirements of the 
Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the 
financial year for which the group financial statements are prepared 
is consistent with the group 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:
•  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.
Other matter
We have reported separately on the parent company financial 
statements of Brooks Macdonald Group Plc for the year ended  
30 June 2010. 
Colin Moore (Senior Statutory Auditor)
For and behalf of Moore Stephens LLP, statutory auditor 
 
150 Aldersgate Street   
London  
EC1A 4AB
14 September 2010
Independent Auditor’s Report 
to the members of Brooks Macdonald Group plc Annual Report & Accounts 2010 Brooks Macdonald Group plc
14
Consolidated Income Statement
for the year ended 30 June 2010
 Note 2010 2009 
  £  £
Revenue  3 35,108,634 21,752,209
Administrative costs  (29,500,860) (18,765,646)
Operating profit 4 5,607,774 2,986,563
Finance income  6 105,676 198,860
Finance cost 6 (30,987) -
Profit before taxation  5,682,463 3,185,423
Taxation 7 (1,825,642) (930,858)
Profit for the year  3,856,821 2,254,565
Earnings per share
Basic 21 38.10p 22.56p
Diluted 21 36.31p 22.26p
The group had no other comprehensive income in either period. 15
Brooks Macdonald Group plc Annual Report & Accounts 2010
Consolidated Statement of Financial Position  
as at 30 June 2010
   2009  2008 
 Note 2010 (re-stated
5)
  (re-stated
5)
  £  £ £
Assets
Non-current assets   
Property, plant and equipment 10 2,042,002 1,471,160 876,941
Available for sale  11 194,177 - -
Intangible assets 12 1,892,145 406,849 605,271
Deferred tax assets 13 1,261,307 144,784 20,980
Total non-current assets   5,389,631 2,022,793 1,503,192
Current assets     
Trade and other receivables 14 3,793,191 3,507,191 2,840,270
Cash and cash equivalents  14,374,719 8,347,287 5,923,712
Total current assets  18,167,910 11,854,478 8,763,982
Total assets  23,557,541 13,877,271 10,267,174
Current liabilities     
Trade and other payables   (8,692,726) (4,828,172) (4,037,849)
Current tax liabilities  (1,313,120) (767,326) (310,482)
Provisions 16 (377,110) (188,710) (53,607)
Total current liabilities  15 (10,382,956) (5,784,208) (4,401,938)
 
Non-current liabilities     
Other non-current liabilities 17 (764,517) (14,063) (20,313)
Total non-current liabilities   (764,517) (14,063) (20,313)
Net assets  12,410,068 8,079,000 5,844,923
 
Financed by:    
Equity    
Share capital 19 102,451 100,162 99,850
Share premium account 20 2,012,427 1,621,303 1,571,031
Other reserves  1,790,739 1,073,260 813,903
Retained earnings  8,504,451 5,284,275 3,360,139
Total equity  12,410,068 8,079,000 5,844,923
Approved and authorised for issue by the Board of directors on 14 September 2010 
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director 
5
 See note on page 18 Annual Report & Accounts 2010 Brooks Macdonald Group plc
16
Consolidated Statement of Cash Flows
for the year ended 30 June 2010
 Note 2010 2009 
  £  £
Cash inflow from operating activities    
Cash generated from operations  18 10,432,064 3,918,440
Taxation paid  (1,709,681) (509,035)
Net cash generated from operating activities   8,722,383 3,409,405
 
Cash flow from investing activities     
Purchase of property, plant and equipment  (1,053,043) (923,814)
Purchase of intangible assets   (210,629) (20,907)
Acquisition of subsidiary company, net of cash acquired  18 (848,184) -
Interest received 6 105,676 198,860
Purchase of Gilt  - (738,393)
Other interest 6 (30,987) -
Purchase of available for sale asset  (194,177) -
Sale of Gilt  - 797,317
Net cash used in investing activities  (2,231,344) (686,937)
 
Cash flows from financing activities   
Proceeds of issue of shares  393,413 50,584
Dividend paid to shareholders  (857,020) (349,477)
Net cash used in financial activities  (463,607) (298,893)
 
Net increase in cash and cash equivalents  6,027,432 2,423,575
Cash and cash equivalents at start of year  8,347,287 5,923,712
Cash and cash equivalents at end of year  14,374,719 8,347,287 Annual Report & Accounts 2010
17
Brooks Macdonald Group plc
Consolidated statement of changes in equity
for the year ended 30 June 2010
 Share Share premium Share option Merger Available for Retained 
 capital account reserve reserve sale reserve earnings Total 
 £ £ £ £ £ £ £
At 1 July 2008  99,850 1,571,031 622,362 191,541 - 3,360,139 5,844,923
Comprehensive income        
Profit for the year - - -  - - 2,254,565 2,254,565
Other comprehensive income  - - - - - - -
Fair value gain on available for sale asset - - - - 66,582 - 66,582
Fair value gain on available for sale  
asset transfer - - - - (66,582) - (66,582)
Transfer - - (19,048) - - 19,048 -
Total comprehensive income  - - (19,048) - - 2,273,613 2,254,565
Transactions with owners
Issue of shares for cash 312 50,272 - - - - 50,584
Share options - - 189,622 - - - 189,622
Share options deferred taxation - - 88,783 - - - 88,783
Dividends paid - - - - - (349,477) (349,477)
At 30 June 2009 100,162 1,621,303 881,719 191,541 - 5,284,275 8,079,000
Comprehensive income       
Profit for the year - - - - - 3,856,821 3,856,821
Other comprehensive income       
Share options transfer  - - (220,375) - - 220,375 -
Total comprehensive income - - (220,375) - - 4,077,196 3,856,821
Transactions with owners 
Issue of shares for cash 2,289 391,124 - - - - 393,413
Share options  - - 251,164 - - - 251,164
Deferred tax -share options  - - 686,690 - - - 686,690
Dividends paid  - - - - - (857,020) (857,020)
 
 At 30 June 2010 102,451 2,012,427 1,599,198 191,541 - 8,504,451 12,410,068 Annual Report & Accounts 2010 Brooks Macdonald Group plc
18
General information
Brooks Macdonald Group plc is a public limited company, incorporated and domiciled in the United Kingdom.
Restatement of financial position as at 30 June 2009 and 30 June 2008
In respect of provision for client compensation payments, at 30 June 2009 and 30 June 2008, these were classified as non-current provisions and 
have now been classified as current provisions and the balance sheets have therefore been restated.
The general accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied 
consistently to all the years presented unless otherwise stated
1. Principal accounting policies
(a) Accounting conventions
  The financial statements have been prepared on the historical cost basis, except for the measurement of certain financial assets that are held at 
fair value, and in accordance with IFRS as adopted by the European Union. The group has adopted all new and revised standards and 
interpretations issued by the International Accounting Standards Board and the International Financial Reporting Interpretations Committee that 
are relevant to the group’s operations and effective for annual reporting periods beginning 1 July 2009. 
  In the current year the following new and revised standards have been adopted and have affected the amounts reported in these financial statements:
  IAS 1 -“Presentation of Financial Statements” (Revised) effective for accounting periods beginning on or after 1 January 2009. The amendment 
to the standard requires the preparation of a statement of comprehensive income either to replace or to complement the current income 
statement. In addition, restatements or reclassifications of comparative balance sheet information will include a restatement of the opening 
balance sheet of the comparative period. There are also terminology changes.
  IFRS 2 -“Share-based payments” effective for accounting periods beginning on or after 1 January 2009. The amendments clarify that vesting 
conditions comprise only service conditions and performance conditions, and specifies the accounting treatment for a failure to meet a 
non-vesting condition.
  IFRS 3 -“Business Combinations” (Revised) effective for accounting periods beginning on or after 1 July 2009. The revised standard introduces a 
number of changes in the accounting for business combinations that impact on the amount of goodwill recognised, the reported results in the 
period that an acquisition occurs and future reported results.
  IAS27 -“Consolidated and Separate Financial Statements” (Amendments) effective for accounting periods beginning on or after 1 July 2009. 
The amendments provide new guidance on accounting changes in the interests in subsidiaries. 
   IFRS 7 -“Financial Instruments Disclosures” effective for accounting periods beginning on or after 1 January 2009. Amendments relating to the 
reclassification of financial assets. This required greater disclosure about certain types of financial instruments and their fair value measurement 
and liquidity risk. 
   IFRS 8 -“Operating Segments” effective for accounting periods beginning on or after 1 January 2009. This standard replaces IAS 14 “Segment 
Reporting” and has required a change in the disclosure of segmental information.
(b) Standards and interpretations which become effective in future periods 
  The group has not decided to early adopt the following standards and interpretations, and revisions to existing standards. Although relevant, 
they are not expected to have a material impact on the group’s results, financial position and disclosures unless otherwise noted.
  IFRS 2-Group Cash-settled Share based Payment Arrangements effective for accounting periods on or after 1 February 2010. Existing IFRS 2 has 
been amended to clarify the accounting for group cash-settled share based payment transactions. 
 
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
19
Brooks Macdonald Group plc
Notes to the Financial Consolidated Statements 
1. Principal accounting policies - continued
  IFRIC 19-Extinguishing Financial Liabilities with Equity Instruments effective for accounting periods on or after 1 July 2010. IFIRC clarifies that 
equity instruments issued to a creditor to extinguish a financial liability are consideration paid in accordance with paragraph 41 of IAS 39 
Financial Instruments: Recognition and Measurement.
  There are number of other standards and interpretations, and revisions to existing standards and interpretations, these are not considered 
likely to have a material impact on the group’s financial statements.
(c) Critical accounting estimates and judgements
  The preparation of financial information requires the use of assumptions, estimates and judgements about future conditions. Use of available 
information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those 
reported. In this regard, management believes that the accounting policies where judgement is necessarily applied are those that relate to; the 
measurement of indefinite life intangible assets, deferred consideration and trade receivables.
  The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period 
in which the estimate is revised if the revision only affects both current and future periods.
  Further information about key assumptions the future and key sources of estimation uncertainty are set out below:
 Business combinations
  As described in note 8, the group has deferred consideration in respect of the acquisition of Lawrence House Fund Managers Limited which 
has been calculated as £725,719 allowing for an estimated growth in acquired funds discounted by the cost of capital. The group does not 
consider that the potential changes to these assumptions would result in the deferred consideration being materially different. 
 Share based payments
  The group engages in share-based payments in respect of services received from certain employees. Estimating fair value for these payments 
requires determining the most appropriate valuation model and the inputs to that model. The assumptions and models used for estimating 
fair value are disclosed in notes 15 and 19.
 Intangibles
  The group has acquired client relationships and new teams of fund managers as described in note 12 and in assessing the fair value of those 
assets the group has estimated the finite life based on the experience of existing client relationships. 
(d) Business combinations
 Basis of consolidation
  The group’s financial statements comprise a consolidation of the accounts of the parent company (Brooks Macdonald Group plc) and its 
subsidiaries. The underlying financial statements of the subsidiaries are prepared for the same reporting year as the parent company, using 
consistent accounting policies. Subsidiaries are entities controlled by the company and control exists when the company has the power to 
govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries 
are included from the date on which control is transferred to the group to the date that control ceases.
  All intra-group transactions and balances are eliminated on consolidation.
  Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the 
aggregate amount of the consideration transferred, at the acquisition date irrespective of the extent of any minority interest. Acquisition costs 
incurred are charged to the income statement.
  When the group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in 
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. If the business 
combination is acquired in stages, the fair value of the groups’ previously held equity interest is re-measured as at the acquisition date and the 
difference is charged or credited to the income statement.  Annual Report & Accounts 2010 Brooks Macdonald Group plc
20
1. Principal accounting policies - continued
  Any contingent consideration to be transferred by the group will be recognised at fair value at the acquisition date. Subsequent changes to the 
fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with IAS 39 either in the 
income statement or as a change to other comprehensive income.
  Goodwill is initially measured at cost being the excess of the consideration transferred over the group’s net identifiable assets acquired and 
liabilities assumed. If the consideration is lower than fair value of the net assets of the subsidiary acquired, the difference is recognised in  
income statement.
 Impairment
  After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill 
acquired in a business combination is, from the acquisition date, allocated to each of the group’s cash generating units that are expected to 
benefit from the combination, irrespective of whether other assets or liabilities of the acquisition are assigned to those units.
  Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the 
operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. 
Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash 
generating unit retained.
(e)  Fees, commissions and interest
  Portfolio and other management advisory and custody services are billed in arrears and are recognised over the period the service is provided. 
These fees are calculated on the basis of a percentage of the value of the portfolio over the period the service is provided. Dealing charges are 
levied at the time the deal is placed for the client.
   Financial consulting fees are charged to clients on an hourly fee rate or by a fixed fee arrangement and are recognised over the period the 
service is provided. Commissions receivable and payable are accounted for in the period which they are earned.
  Interest is recognised as the interest accrues (using the effective interest rate that exactly discounts estimated future cash receipts through the 
expected life of the financial instrument) to the net carrying amount of the financial asset. 
(f)  Cash and cash equivalents 
  Cash comprises cash in hand and cash on demand deposits which may be accessed without penalty. Cash equivalents comprise short term 
highly liquid investments with a maturity of less than three months from the date of acquisition.
(g)   Share based payments
   The group provides equity and cash settled share-based payment transactions in respect of services received from certain employees. The fair 
value of the services received is measured by reference to the fair value of the shares or share options granted on the date of the grant. The cost 
of the employee services received in respect of the shares or share options granted is recognised in the income statement over the vesting 
period, with a corresponding credit to equity or accruals depending on the nature of the scheme.
  The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option, the 
current share price, the risk free interest rate, the expected volatility of the company’s share price over the life of the option/award and other 
relevant factors.
  The group also operates a phantom cash settled share based scheme. On the grant date, the liability incurred is measured at fair value. The 
liability is re-measured at the end of each reporting period and at the date of settlement, with any changes in fair value recognised in the 
income statement.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
21
Brooks Macdonald Group plc
1. Principal accounting policies - continued
(h)  Segmental reporting 
  A business segment is a group of assets and operations engaged in providing services that are subject to risks and returns that are different from 
those of other business segments. Direct costs are allocated to the segment that generated the cost. Indirect costs are allocated to reporting 
segments so as to reflect the proportion of the cost that each segment has generated, on a pro-rata basis. 
(i)  Fiduciary activities 
  The group commonly acts as trustees and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, 
trusts, retirement benefit plans and other institutions. These assets and income arising thereon are excluded from these financial statements, as 
they are not assets of the group.
  The group holds money on behalf of some clients in accordance with the Client Money Rules of the Financial Services Authority. Such monies 
and the corresponding liability to clients are not included within the balance sheet as the group is not beneficially entitled thereto.
(j)  Property, plant and equipment 
  All property plant and equipment is included in the balance sheet at historical cost less accumulated depreciation and any provisions for impairment.
   Provision is made for depreciation rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected 
useful life, using a straight line method as follows:
Fixtures and fittings 15% per annum
Equipment 20% per annum
Leasehold improvements over the term of the lease
 
  The assets’ residual lives are reviewed, and adjusted if appropriate, at the balance sheet date. Gains and losses on disposals are determined by 
comparing proceeds with the carrying amount. These are included in the income statement. 
(k) Available for sale
  Available for sale financial assets are carried at fair value and their value is based on the current bid prices of the asset as quoted in active markets. 
(l) Intangible assets
  Intangible assets are client relationships that are recognised when acquired by the group as part of a business combination or when separate 
payments are made to acquire funds under management by adding teams of investment managers. Client relationships are initially recognised 
at cost and are subsequently measured at cost less accumulated amortisation and any impairment losses. If acquired as part of a business 
combination the initial cost of client relationships is the fair value at the acquisition date.
  The amortisation of client relationships is charged to the income statement on a straight line basis over their estimated useful lives (five to 
fifteen years).
(m) Financial assets 
  The group classifies financial assets as loans and receivables, they are non-derivative financial assets with fixed or determinable payments that 
are not quoted on an active market. 
(n) Provisions
  Provisions are recognised when the group has a present obligation as a result of a past event which it is probable will result in an outflow of 
economic benefits that can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle 
the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
22
1. Principal accounting policies - continued
(o) Foreign currency translation
   The company’s functional and the group’s presentation currency is sterling. Foreign currency transactions are translated using the exchange rate 
prevailing at the transaction date. Foreign exchange gains and losses resulting from settlement of such transactions and from the translation of 
period end monetary assets and liabilities are recognised in the income statement.
(p) Retirement benefit costs
  Contributions in respect of the group’s defined contribution retirement scheme are charged to the income statement as they fall due.
(q)  Taxation 
  Tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the 
year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
  Deferred 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. Deferred tax assets and liabilities are measured at the tax rates that are expected to 
apply to the period when the asset is realised or the liability settled based on its tax rates (and laws) that have been enacted or substantially 
enacted by the balance sheet date.
  Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary 
differences can be utilised.
(r)  Trade receivables 
  Trade receivables are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. Doubtful debts are 
provided for when the collection of the full amount is no longer probable, whilst bad debts are written off when identified.
(s)  Operating lease payments 
  Rents due under operating leases are charged to income statement on a straight line basis over the term of the lease. Where leases which have 
lease incentives, such as rent- free periods, the benefit of these incentives is recognised over the lease term.
(t)  Goodwill 
  Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the group’s interest in the net 
fair value of the separately identifiable assets, liabilities and contingent liabilities of a subsidiary or associate at date of acquisition. In accordance 
with IFRS 3 Business combinations, goodwill is not amortised but reviewed annually for impairment and as such, is stated at cost less any 
provision for impairment of value. Any impairment is recognised immediately in the income statement and not subsequently reversed. Gains 
and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. On acquisition, any goodwill acquired 
is allocated to cash generating units for the purpose of impairment testing. If the cost of acquisition is less than the fair value of the net assets of 
the subsidiary acquired, the difference is recognised directly in the income statement.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
23
Brooks Macdonald Group plc
 Investment Financial 
 management consulting  Total 
Year ended 30 June 2010   £ £ £
Total revenues 34,556,615 2,738,212 37,294,827
Inter company revenues (1,632,254) (553,939) (2,186,193)
External revenues 32,924,361 2,184,273 35,108,634
Segmental result 7,813,507 43,683 7,857,190
Unallocated items   (2,174,727)
Profit before tax   5,682,463
Taxation   (1,825,642)
Profit for the year   3,856,821
 
At 30 June 2010   
Segment assets 7,102,048 3,169,784 10,271,832
Unallocated assets   13,285,709
Total assets   23,557,541
Segment liabilities  6,776,649 1,457,009 8,233,658
Unallocated liabilities   2,913,815
Total liabilities   11,147,473
 
Capital expenditure  - 1,053,043 1,053,043
Depreciation - 482,201 482,201
Provisions charged 344,433 48,000 392,433
Provisions utilised  200,433 3,600 204,033
2.  Segmental information
  For management purposes, the group’s activities are split into two operating divisions, investment management and financial planning. The 
group’s other activity, offering nominee and custody services to clients, has been included within investment management. These divisions are 
the basis on which the group reports its primary segmental information.
  Revenues and expenses are allocated to the business segment that originated the transaction. Revenues and expenses that are not directly 
originated by a business segment are reported as unallocated. Centrally incurred expenses are allocated to business segments on an appropriate 
pro-rata basis. Segmental assets and liabilities comprise operating assets and liabilities, being the majority of the balance sheet. 
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
24
2.  Segmental information - continued
 Investment Financial 
 management consulting  Total 
Year ended 30 June 2009   £ £ £
Total revenues 20,604,186 2,467,083 23,071,269
Inter company revenues (1,006,094) (312,966) (1,319,060)
External revenues 19,598,092 2,154,117 21,752,209
Segmental result 4,499,210 75,182 4,574,392
Unallocated items    (1,388,969)
Profit before tax   3,185,423
Taxation   (930,858)
Profit for the year   2,254,565
 
At 30 June 2009   
Segment assets 11,666,861 2,182,540 13,849,401
Unallocated assets   27,870
Total assets   13,877,271
 
Segment liabilities  3,569,073 1,414,935 4,984,008
Unallocated liabilities   814,263
Total liabilities   5,798,271
 
Capital expenditure   923,814 923,814
Depreciation  548,924 548,924
Provisions charged 212,981 73,210 286,191
Provisions utilised  69,088 82,000 151,088
3.  Revenue
  2010 2009 
  £ £
Fee income  31,496,042 20,512,693
Financial services commissions  3,431,070 1,158,360
Other income  181,522 81,156
  35,108,634 21,752,209
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
25
Brooks Macdonald Group plc
4. Operating profit
  2010 2009 
  £ £
This is stated after charging/(crediting):
Rent receivable  - (19,733)
Staff costs (see note 5)  13,307,222 9,124,199
Auditors’ remuneration (see below)  84,872 96,523
Depreciation  482,201 329,595
Operating leases – buildings  530,985 397,020
Other staff costs  619,424 527,938
Property costs  419,896 262,545
Amortisation  310,695 219,329
Computer costs  451,699 332,341
Cost of share options  1,506,900 378,600
Dealing charges  3,287,405 1,995,037
(Profit) on disposal of investment securities   - (58,924)
(Profit) on foreign exchange  - (1,859)
   
  2010 2009 
  £ £
A more detailed analysis of auditors’ remuneration is provided below:
Fees payable to the company’s auditors for the audit of the company’s annual accounts  1,000 1,000
 
Fees payable to the company’s auditors for other services to the group:
- audit of the company’s subsidiaries pursuant to legislation  67,391 58,903
- other services pursuant to legislation  6,059 6,255
- services relating to corporate finance transactions  10,422 30,365
  84,872 96,523
5. Employee information 
(a) Staff costs
  2010 2009 
  £ £
Wages and salaries  11,738,119 7,957,195
Social security costs  1,287,408 933,041
Pension costs  281,695 233,963
  13,307,222 9,124,199
Pension costs are in respect of a defined contribution retirement scheme.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
26
5. Employee information - continued
(b) The average monthly number of employees during the year including directors was made up as follows:
  2010 2009
Professional staff  63 53
Support staff  88 70
  151 123
(c) Directors’ emoluments
Key management personnel are considered to comprise the company directors.
  2010 2009 
  £ £
Salaries  2,303,377 1,517,775
Non executive directors’ fees  52,700 51,075
Pension contributions – defined contribution retirement scheme  136,898 121,166
Benefits in kind  14,256 10,858
Share based payments  388,504 92,143
  2,895,735 1,793,017
Highest paid director  
Remuneration and benefits in kind  595,933 455,510
Pension contribution to defined contribution retirement scheme   30,566 30,566
  626,499 486,076
Retirement benefits are accruing to seven directors (2009: five) under a defined contribution retirement scheme.
6. Finance income
  2010 2009 
  £ £
Bank interest  104,306 193,314
Other interest  1,370 5,546
  105,676 198,860
 
  2010 2009 
Finance expense   £ £
Other interest  30,987 -
  30,987 -
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
27
Brooks Macdonald Group plc
7. Taxation
  2010 2009 
  £ £
The tax charge on the profit on ordinary activities for the year was as follows:  
UK corporation tax @ 28% (2009: 29.5%)  2,152,642 961,120
Under provision/ (overprovision) in prior years  66,964 (40,074)
Deferred taxation  (393,964) 9,812
  1,825,642 930,858
Factors affecting the charge for the year   
Profit on ordinary activities before tax  5,682,463 3,185,423
Profit on ordinary activities multiplied by the standard rate of tax in the UK of 28% (2009: 29.5%) 1,591,089 891,918
Disallowable expenses  989,665 198,345
Excess of capital allowances over depreciation and timing differences  (173,996) (119,352)
Under/ (overprovision) in prior years  66,964 (40,074)
Share options exercised - tax relief  (254,116) (9,791)
Deferred taxation (credit) / charge (see note below)  (393,964) 9,812
Actual tax charge  1,825,642 930,858
 
The deferred taxation credit of £393,964 (2009: charge of £9,812) represents a credit £429,833 (2009: credit of £35,021) arising out of the share 
option reserve at the balance sheet date and a charge of £35,869 (2009: £44,833) relating to accelerated capital allowances.
8. Business combinations
On 4 September 2009, the group acquired the entire share capital Lawrence House Fund Managers Limited (LHFM) for a total consideration of 
£1,798,684. LHFM managed three sub-funds through an open ended investment company (OEIC) together with a number of private client 
portfolios .The acquisition has enabled the group to increase its funds under management and also expand its current OEIC offering, together with 
acquiring additional skill sets in this sector. On 9 September 2009 LHFM changed its name to Brooks Macdonald Asset Management (Tunbridge 
Wells) Limited (BMTW), the clients were transferred to Brooks Macdonald Asset Management Limited, and the company ceased to trade.
The consideration for LHFM was by way of cash based on the value of the client relationships and the distributable reserves at the date of the 
acquisition. The intangible assets represent the value of the client relationships which are being amortised over a period of 15 years.
An initial amount of consideration of £1,072,965 was paid with the contingent deferred balance of £756,706 due on 4 September 2011 based on 
an estimate of the future value of the original funds acquired. This estimate has been made allowing for a growth in the value of the funds less an 
allowance for withdrawals.
The net present value of the contingent deferred balance of £725,719 was calculated by applying a cost of capital of 5%and the charge of £30,987 
in respect of the year to 30 June 2010 has been made to the consolidated income statement and shown as other interest expense.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
28
8. Business combinations - continued
The fair value of receivables was equal to the gross contractual amount and are all considered fully recoverable. The fair value of the net assets at the 
acquisition date was as follows:
   Fair value 
   £
Intangible assets    1,585,362
Cash and cash equivalents    224,781
Other current assets   22,179
Current liabilities    (33,638)
Net identifiable assets acquired   1,798,684
Consideration - cash   (1,072,965)
Consideration - deferred   (725,719)
   -
The current assets represent corporation tax recoverable and prepayments all of which are considered to be recoverable and the current liabilities 
including deferred tax, VAT and accruals all of which have been settled after the acquisition date.
The revenue of LHFM since the acquisition date was £578,298 and the company contributed a profit of £250,059 in the period. On a full year basis 
the revenue and contribution would have been £691,241 and £233,326 respectively. 
9. Dividends 
  2010 2009 
  £ £
Paid final dividend of 5.5p (2009: 3.5p)  550,893 349,477 
Paid interim dividend of 3.0p (2009: nil)  306,127 -
  857,020 349,477
Proposed final dividend of 6.0p (2009: 5.5p)  614,710 550,893
The final dividend is payable on 25 October 2010 to shareholders on the register at the close of business on 24 September subject to approval by 
the shareholders at the Annual General Meeting. 
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
29
Brooks Macdonald Group plc
10. Property, plant and equipment 
  Equipment and 
  Fixtures and fittings leasehold improvements  Total 
 £  £  £
Cost   
At 1 July 2009 281,661 2,475,448 2,757,109
Additions 330,785 722,258 1,053,043
 At 30 June 2010 612,446 3,197,706 3,810,152
   
Depreciation   
At 1 July 2009 131,603 1,154,346 1,285,949
Charge for the year 65,579 416,622 482,201
 At 30 June 2010 197,182 1,570,968 1,768,150
   
Net book value   
At 30 June 2009 150,058 1,321,102 1,471,160
 At 30 June 2010 415,264 1,626,738 2,042,002
  Equipment and 
  Fixtures and fittings leasehold improvements  Total 
 £  £  £
Cost   
At 1 July 2008 208,245 1,625,050 1,833,295
Additions 73,416 850,398 923,814
At 30 June 2009 281,661 2,475,448 2,757,109
   
Depreciation   
At 1 July 2008 105,145 851,209 956,354
Charge for the year 26,458 303,137 329,595
At 30 June 2009 131,603 1,154,346 1,285,949
   
Net book value   
At 30 June 2008 103,100 773,841 876,941
At 30 June 2009 150,058 1,321,102 1,471,160
11. Available for sale 
  2010 2009 
  £ £
At 1 July 2009  - - 
Additions  194,177 -
30 June 2010  194,177 -
The available for sale asset represents the purchase of 8,544,638 shares in Braemar Group plc, an AIM listed company. The market value at the 
balance sheet date was the same price as at the acquisition date of the shares. Since the year end the company acquired 100% of the issued share 
capital of Braemar Group plc as detailed in note 28 to the financial statements.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
30
12. Intangible assets
Intangible assets relate to deferred payments in respect of the acquisition of new teams of fund managers and the acquisition of client relationships.
 Acquired client  Acquisition of new teams 
 relationships  of fund managers Total 
 £  £ £
Cost
At 1 July 2009 - 1,285,330 1,285,330
Additions 1,585,362 210,629 1,795,991
At 30 June 2010 1,585,362 1,495,959 3,081,321
 
Depreciation   
At 1 July 2009 - 878,481 878,481
Charge for the year 88,592 222,103 310,695
At 30 June 2010 88,592 1,100,584 1,189,176
   
Net book value   
At 30 June 2009 - 406,849 406,849
   
At 30 June 2010 1,496,770 395,375 1,892,145
 Acquired client  Acquisition of new teams 
 relationships  of fund managers Total 
 £  £ £
Cost
At 1 July 2008 - 1,264,423 1,264,423
Additions - 20,907 20,907
At 30 June 2009 - 1,285,330 1,285,330
   
Depreciation   
At 1 July 2008 - 659,152 659,152
Charge for the year - 219,329 219,329
At 30 June 2009 - 878,481 878,481
   
Net book value   
At 30 June 2008 - 605,271 605,271
   
At 30 June 2009 - 406,849 406,849
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
31
Brooks Macdonald Group plc
13. Deferred tax asset
  2009 2008 
 2010 (re-stated) (re-stated) 
 £ £ £
At 1 July 2009  144,784 20,980 162,093
Amounts credited/ (charged) to the income statement  429,833 35,021 (168,184)
Share based payments  686,690 88,783 27,071
At 30 June 2010 1,261,307 144,784 20,980
14. Trade and other receivables
  2009 2008 
 2010 (re-stated) (re-stated) 
 £ £ £
Trade receivables  706,427 701,945 769,624
Other receivables  302,770 167,900 87,253
Prepayments  2,783,994 2,637,346 1,983,393
 3,793,191 3,507,191 2,840,270
15. Current liabilities
  2009 2008 
 2010 (re-stated) (re-stated) 
 £ £ £
Trade payables  1,878,841 1,409,014 1,077,201
Corporation tax liabilities 1,313,120 767,326 310,482
Other taxes and social security 945,081 823,600 763,021
Other payables  493,027 257,832 384,213
Accruals and deferred income 5,375,777 2,337,726 1,813,414
Provisions (note 16) 377,110 188,710 53,607
At 30 June 2010 10,382,956 5,784,208 4,401,938
 
Included in accruals and deferred income is an accrual of £1,444,996 (2009: £188,978) in respect of two phantom share option schemes, which 
were approved by the group’s directors in October 2009 and October 2008.
The schemes are cash settled plans and the payments made to participants in respect of awards are in the form of cash. The phantom schemes are 
awarded at no cost to the participants. The amount that is ultimately paid to the participants of the scheme is equal to the increase in market value 
of the ordinary shares determined after a three year vesting period. The awards will be vested after three years only to the extent that the 
performance conditions are satisfied. The charge for the year in respect of both of the phantom schemes was £1,256,018 (2009: £188,978)
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
32
15. Current liabilities - continued
These awards will be forfeited in total if the performance fails to meet the minimum criteria. The options granted were valued on the basis of the 
market prices at the time the options were granted and were calculated using the Black Scholes method, details of which are given in note 19. The 
number of options at the balance sheet is stated below:
 2010 2010  2009 2009 
 Number  Weighted average Number Weighted average 
Phantom Scheme of options base price of options base price 
  £  £
At 1 July 2009 469,000 2.185 - -
Granted in the year 55,000 4.255 474,000 2.185
Forfeited in the year (7,500) 2.461 (5,000) 2.185
At 30 June 2010 516,500 2.40 469,000 2.185
16. Provisions
   2009 2008 
  2010 (re-stated) (re-stated) 
  £ £ £
At 1 July 2009  188,710 53,607 204,990
Charged to income statement 392,433 286,191 32,607
Paid during the year (204,033) (151,088) (183,990)
At 30 June 2010  377,110 188,710 53,607
 
Provisions for client compensation payments relate to the potential liability resulting from client complaints against the group. The complaints are 
assessed on a case by case basis and provisions for compensation are made where judged necessary. Complaints are on average settled within eight 
months (2009: eight months) from the date of notification of the complaint.
17. Other non-current liabilities
   2009 2008 
  2010 (re-stated) (re-stated) 
  £ £ £
Other payables  7,811 14,063 20,313
Deferred consideration 756,706 - -
 764,517 14,063 20,313
 
Deferred contingent consideration relates to the funds acquired by Brooks Macdonald Asset Management Limited from Lawrence House Fund 
Managers Limited (now called Brooks Macdonald Asset Management (Tunbridge Wells) Limited). The final amount payable is dependent on the 
value of the funds acquired after 24 months from the date of acquisition, 4 September 2009. 
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
33
Brooks Macdonald Group plc
18. Reconciliation of operating profit and net cash inflow from operating activities
  2010 2009 
  £ £
Operating profit  5,607,774 2,986,563
Depreciation  482,201 329,595
Amortisation of intangible assets  310,695 219,329
Profit on disposal of Gilt  - (58,924)
Increase in debtors  (263,821) (666,921)
Increase in creditors  3,830,916 790,323
Increase in provisions  188,400 135,103
Increase/(decrease) in non-current liabilities  24,735 (6,250)
Share based payments  251,164  189,622
Net inflow  10,432,064 3,918,440
 
During the year the group obtained control of Lawrence House Fund Managers Limited, as detailed above in note 8. The fair values of the assets 
acquired and liabilities assumed were as follows:
Intangibles   1,585,362
Cash   224,781
Other current assets   22,179
Current liabilities   (33,638)
Total purchase price paid    1,798,684
Less: deferred consideration   (725,719)
Cash paid   1,072,965
Less: cash of subsidiary acquired    (224,781)
Cash paid to obtain control net of cash acquired   (848,184)
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
34
19. Share capital
(a) Called up share capital
  Authorised Authorised 
  2010 2009 
  £ £
20,000,000 ordinary shares of 1p each  200,000 200,000
  Issued Issued 
  2010 2009 
  £ £
10,016,241 (2009: 9,985,062) ordinary shares of 1p each  100,162  99,850
228,930 (2009: 31,179) shares issued re exercise of options   2,289 312 
10,245,171 (2009: 10,016,241) ordinary shares of 1p each  102,451 100,162
During the year 228,930 ordinary shares of 1p each were issued: 31,438 shares and 10,092 shares related to the Sharesave Scheme which were 
issued at a value of 220p and 176p per share respectively and 100,400, 35,500 and 51,500 shares related to the exercise of Enterprise Management 
Incentive Scheme options at values of 140p, 155.5p and 215p respectively. 
(b)  Share option schemes- equity based
Following its admission to AIM the company set up two share option schemes, a Sharesave Scheme 2005 and an Enterprise Management Incentive 
(EMI) Scheme.
The Sharesave Scheme enables all eligible employees to participate in a scheme whereby they enter into a savings contract for a period of three 
years. At the end of the three years they receive a bonus payment and the right to subscribe for a number of ordinary shares at the option price up 
to the maximum value of their savings contract. 
The EMI scheme is an incentive scheme used by the company to offer share options to key employees and directors of the group as a part of their 
remuneration package in addition to their basic pay, performance bonus and other benefits. Under the schemes certain employees hold options to 
subscribe for shares in the company at prices ranging from 140p to 578p. The options are conditional on the employee completing three years’ 
service and are exercisable three years from grant date. The options have a contractual term of between three and ten years depending on the 
scheme and are subject to performance conditions being met by the company. The company has no legal or constructive obligation to repurchase 
or settle the options in cash.
Grants of EMI share options to employees and directors of the group which when in total exceed the limits of the scheme form unapproved share 
options which are subject to the same rules and performance conditions of the EMI scheme.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
35
Brooks Macdonald Group plc
19. Share capital - continued
 2010 2010  2009 2009 
 Number  Weighted average Number Weighted average 
 of options exercise price of options exercise price 
Enterprise Management Incentive Scheme   £  £
At 1 July 2009 624,500 2.01 654,000 2.01
Granted in the year -  -  -
Forfeited in the year (8,500) 2.20  (15,000) 2.52
Exercised in the year (187,400) 1.635  (14,500) 1.46
At 30 June 2010 428,600  2.165  624,500 2.01
 2010 2010  2009 2009 
 Number  Weighted average Number Weighted average 
 of options exercise price of options exercise price 
Employee Sharesave Scheme   £  £
At 1 July 2009 300,478 2.09 294,345 2.01
Granted in the year 66,470 5.78  75,474 2.40
Forfeited in the year (7,101) 3.13 (52,662) 2.08
Exercised in the year (41,530) 2.09  (16,679) 1.76
At 30 June 2010 318,317 2.85 300,478 2.09
 
The options granted under the Employee Sharesave Scheme, the EMI Scheme and the Phantom Scheme (note 15) were valued on the basis of 
market prices at the time the options were granted and were calculated using the Black Scholes method with a volatility ranging between 15% and 
49%, on an historic price, covering the period to exercise cessation date. The expected volatility was estimated on the basis of the share price history 
subsequent to flotation. The risk free interest rate was assessed as the yield on gilt edged security with a maturity term of 10 years.
The options were valued at prices up to £5.78 per share, the charge for the year being £251,164 (2009: £189,622).The weighted average remaining 
contractual life of share options at the end of the year was 3.92 years (2009: 4.39 years). The weighted average share price at the date of exercise for 
options exercised during the period was £5.69. The total charge for the equity based schemes and phantom schemes was £1,507,182 (2009: £378,600). 
20. Share premium account 
  2010 2009 
  £ £
At 1 July 2009  1,621,303 1,571,031 
Shares issued re exercise of options  391,124 50,272
At 30 June 2010  2,012,427 1,621,303
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
36
21.  Earnings per share
  2010 2009 
  £ £
Earnings  
Profit after tax for the financial year   3,856,821  2,254,565
  
Weighted average number of shares   No. (m)  No. (m)
Number of ordinary shares at start of year  10.02 9.98
Share issues  0.10 0.01
Basic earnings per share denominator  10.12 9.99
Issuable on exercise of options  0.50 0.26
Diluted earnings per share denominator  10.62 10.25
   
Basic earnings per share  38.10 22.56p
Diluted earnings per share  36.31 22.26p
22. Lease commitments 
As at the balance sheet date, the group had outstanding obligations under non-cancellable operating leases in respect of property occupied by the 
group that fall due as follows:
  2010 2009 
  £ £
Within one year   658,754 416,577
In the second year to fifth year inclusive   2,491,057 491,995
23. Client money and funds under management  
  2010 2009 
  £’000 £’000
Clients‘ bank accounts - total balance   331,000 404,000
Funds under management  2,186,000 1,386,000
24.  Financial risk management 
The group offers a range of services to private clients, family and charitable trusts and corporate clients. The group uses non-retail funding 
instruments to invest in liquid asset balances and to manage the risks arising from its operations. The group classifies its financial assets as loans and 
receivables which are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market.
The group has a formal structure for managing risk, including established risk lines, reporting lines, mandates and other control procedures. The 
structure is reviewed regularly. The group does not use derivative financial instruments for risk management purposes.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
37
Brooks Macdonald Group plc
24.  Financial risk management - continued
(a)  Liquidity risk
Liquidity risk is the risk that the group is unable to meet its payment obligations associated with its financial liabilities when they fall due.
The primary objective of the group’s treasury policy is to manage short–term liquidity requirements and to ensure that the group maintains a surplus 
of immediately realisable assets over its liabilities such that all known and potential cash obligations can be met. 
The table below presents the cash flows payable by the group under non-derivative financial liabilities together with cash and balances at bank  
on demand. 
  Not more  After 3 months but After 1 year but less 
 On demand  than 3 months not more than 1 year than 5 years Total 
At 30 June 2010 £ £ £ £ £
Cash flows arising from financial assets     
Cash and balances at bank 14,374,719 - - - 14,374,719
Cash flows arising from financial liabilities
Trade and other payables - 1,878,841 - - 1,878,841
Other financial liabilities - 7,061,090 - 2,086,840 9,147,930
 - 8,939,931 - 2,086,840 11,026,771
Net liquidity gap 14,374,719 (8,939,931) - (2,086,840) 3,347,948
  Not more  After 3 months but After 1 year but less 
 On demand  than 3 months not more than 1 year than 5 years Total 
At 30 June 2009 £ £ £ £ £
Cash flows arising from financial assets     
Cash and balances at bank 8,347,287 - - - 8,347,287
Cash flows arising from financial liabilities     
Trade and other payables - 1,409,014 - - 1,409,014
Other financial liabilities - 4,186,216 - 203,041 4,389,257
 - 5,595,230 - 203,041 5,798,271
Net liquidity gap 8,347,287 (5,595,230) - (203,041) 2,549,016
(b)  Market risk
Interest rate risk 
Cash flow interest rate risk is the risk the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Cash 
and cash equivalents are invested in short term cash deposits with maturities of no greater than three months.
The effect of a 100 basis points increase/decrease in interest rates would be £143,000 (2009: £83,000) on pre-tax profits and equity.
Foreign exchange risk
The group does not have any material exposure to transactional foreign currency risk and therefore no foreign exchange risk analysis is provided.
Price risk
Price risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices (other than 
those arising from interest rate risk or currency risk). The group is exposed to a price risk through its holdings of equity securities which are reported 
at fair value (note 11). Given the short term nature of the holding of this asset the group does not consider the price risk to be material. 
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
38
24.  Financial risk management - continued
Credit risk
The group invests some of its surplus funds in highly liquid market instruments. Such investments have a maturity no greater than three months. The 
difference between the book and the fair value of these instruments is not significant. To reduce the risk of a counterparty default the group deposits 
the rest of its funds in approved high quality banks. At the balance sheet date there were no significant concentrations of credit risk.
  2010 2009 
  £ £
Credit risk relating to on balance sheet exposures:
Cash and balances at bank  14,374,719 8,347,287
Trade receivables are analysed below:
Carrying amount  706,427 701,945
Neither past due nor impaired  706,427 701,945
No external credit ratings are acquired with regard to the trade receivable as collateral is held by the group in excess of the total value of the receivables.
25.  Capital management 
Capital is defined as the total of share capital, share premium, retained earnings and other reserves. Total capital at 30 June 2010 was £12,410,068 
(2009: £8,079,000). Regulatory capital is derived from the Group Internal Capital Adequacy Assessment Process (ICAAP), which is a requirement of 
the Capital Requirements Directive. The ICAAP draws on the group’s risk management process which is embedded within the individual businesses, 
function heads and executive committees within the group.
The group’s objectives when managing capital are to comply with the capital requirements set by the FSA, to safe guard the group’s ability to continue 
as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain a strong capital base 
to support the development of the business.
Capital adequacy and the use of regulatory capital are monitored daily by the group’s management. 
The 2010 ICAAP was approved in April 2010. There have been no capital requirement breaches during the course of the year.
26.  Guarantees
During the year the company undertook a guarantee to the Royal Bank of Scotland to guarantee settlement for trading with CREST stock on behalf 
of clients. The company holds client assets to fund such trading activity.
27.  Related party transactions 
Certain directors have taken advantage of the facility to have interest free season ticket loans which are available to all employees. The directors who 
have such loans are as follows:
 2010 2009 2010 2009 
 £ £ £ £ 
Director Loan Balance  Loan Balance Maximum amount Maximum amount
J M Gumpel 3,863 3,910 4,636 4,692
N I Holmes 147 138 1,760 1,658
S J Jackson 4,286 3,724 8,572 7,488
N H Lawes Nil Nil 4,020 3,700
A W Shepherd 3,750 3,225 5,000 4,300
R H Spencer Nil 1,350 Nil 4,950
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010
39
Brooks Macdonald Group plc
28.  Events since the end of the year 
On 6 July 2010, Brooks Macdonald Group plc completed the acquisition of 100% of the issued share capital of Braemar Group plc (BG) at a price of 
2.25p for each ordinary share. BG has two core divisions: Braemar Securities which designs, promotes and manages niche structured financial 
products in the property sector through open ended investment companies and closed end residential funds; and Braemar Estates (BE) which 
manages property assets on behalf of the funds and other clients. At the date of the acquisition the value of the funds was approximately £45million 
and BE managed approximately 3,100 properties in the UK with a combined value of over £500 million.
The acquisition of this range of property funds has enabled the group to strengthen its position in the specialist fund management market.
The total consideration of £4,118,780 of was satisfied by cash of £3,032,977 in respect of 123,868,959 ordinary shares and outstanding share 
options in BG and by the issue of 139,851 new shares in Brooks Macdonald Group plc, with a value of £1,085,803, to the management of BG in 
exchange for their aggregate holding of 48,257,421 ordinary shares.
The fair value of the assets is the gross contractual amounts and all are considered to be fully recoverable. At the date of the acquisition the assets 
and liabilities acquired are detailed below: 
 Fair Value 
At 6 July 2010 £
Non-current assets 
Goodwill and intangible assets 4,483,039
Investment properties 607,000
Property, plant and equipment 135,056
Other non-current assets 122,379
 5,347,474
Current assets  
Trade receivables 640,012
Cash and cash equivalents 161,654
Other current assets 97,534
 899,200
Current liabilities 
Trade and other payables (1,234,517)
Interest bearing loans and borrowings (537,150)
Other current liabilities (8,314)
 (1,779,981)
Non-current liabilities 
Interest bearing loans and borrowings (307,500)
Deferred taxation (40,413)
 (347,913)
 
Total assets 4,118,780
 
At the balance sheet date the group had a 4.96% interest in Braemar Group plc this was acquired shortly before the balance sheet date and the 
value of the interest has not changed since the acquisition date. At 6 July 2010, the group acquired all of the remaining shares of Braemar Group plc.
Due to the recent completion date of the acquisition the group has yet to fully assess the fair value of the assets and liabilities acquired and the 
resultant goodwill arising from the acquisition.
Notes to the Financial Consolidated Statements  Annual Report & Accounts 2010 Brooks Macdonald Group plc
40
We have audited the parent company financial statements of Brooks 
Macdonald Group Plc for the year ended 30 June 2010 which comprise 
the Parent Company Balance Sheet, and the related notes. The financial 
reporting framework that has been applied in their preparation is 
applicable law and United Kingdom Accounting Standards (United 
Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company’s members, as a body, in 
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our 
audit work has been undertaken so that we might state to the company’s 
members those matters we are required to state to them in an auditor’s 
report and for no other purpose. To the fullest extent permitted by law, 
we do not accept or assume responsibility to anyone other than the 
company and the company’s members as a body, for our audit work, for 
this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors responsibilities on 
page 9, the directors are responsible for the preparation of the parent 
company financial statements and for being satisfied that they give a true 
and fair view. Our responsibility is to audit the parent company 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
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 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.
Opinion on financial statements
In our opinion the parent company financial statements:
•  give a true and fair view of the state of company’s affairs at  
30 June 2010
•  have been properly prepared in accordance with United Kingdom 
Generally Accepted Accounting Practice; and
•  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 
parent company 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;
•  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.
Other matter
We have reported separately on the group financial statements of Brooks 
Macdonald Group Plc for the year ended 30 June 2010.
Colin Moore (Senior Statutory Auditor)
For and on behalf of Moore Stephens LLP, Statutory Auditor 
150 Aldersgate Street
London EC1A 4AB
14 September 2010
Independent Auditor’s Report 
to the members of Brooks Macdonald Group plc Annual Report & Accounts 2010
41
Brooks Macdonald Group plc
Company Balance Sheet 
as at 30 June 2010
 Note 2010 2009 
  £  £
Fixed assets
Investments in subsidiaries 32 5,137,071 4,885,907
Listed investments at cost 32 194,177 -
Total fixed assets  5,331,248 4,885,907
Current assets    
Amounts owed by subsidiary undertakings   2,263,340 2,311,588
Other debtors  7,164 9,359
Cash at bank and in hand  12,060,297 26,844
Total current assets  14,330,801 2,347,791
    
Creditors: amounts falling due within one year    
Trade creditors   488,724 6,410
Amounts owed to subsidiary undertakings   13,865,866 4,000,000
Other creditors  5,199 5,199
Accruals and deferred income   1,751,225 809,016
Total current liabilities   16,111,014 4,820,625
 
Net current liabilities  (1,780,213) (2,472,834)
Net assets  3,551,035 2,413,073
Financed by:    
Equity
Share capital 33 102,451 100,162
Share premium account 34 2,012,427 1,621,303
Share option reserve 34 898,946 647,782
Retained earnings 34 537,211 43,826
Shareholders’ funds 35 3,551,035 2,413,073
Approved by the Board of directors on 14 September 2010 and signed on its behalf
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director  Annual Report & Accounts 2010 Brooks Macdonald Group plc
42
Notes to the Company accounts
29. Principal accounting policies
(a)  Basis of accounting
  The financial statements have been prepared under the historical cost convention. They have been drawn up to comply with applicable 
accounting standards within the United Kingdom. 
  The Company has taken advantage of the exemption conferred by FRS 29 not to present the disclosures required by that standard relating to 
the financial risks in the Company’s solus accounts.
  The principal accounting policies of the company are set out below. They have been applied consistently throughout the year and  
preceding year.
(b) Investments in subsidiary companies 
 Investments in subsidiaries are carried at cost less provisions for impairment.
(c) Deferred taxation
  Deferred taxation is provided in full on timing differences which result in an obligation at the balance sheet date, at rates that are expected to 
apply when they crystallise based on current tax rates and law. 
  Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in 
which they are included in the financial statements. Deferred tax assets and liabilities are not discounted.
(d) Share based payments
  The company has applied the requirements of FRS 20 Share-based payments and has adopted the requirements of UITF 44. Equity settled share 
based payments are measured at fair value at the date of the equity settled share based instrument is expensed on a straight line basis over the 
vesting period based on the number of shares that will eventually vest.
(e) Operating lease payments
  Rents due under operating leases are charged to income statement on a straight line basis over the term of the lease. The group benefited from 
a rent-free period under the terms of the current property lease. In accordance with UITF 28 Operating Leases Incentives, the benefit is being 
allocated over the shorter of the lease term and the date of the market review specified in the lease. During the rent-free period a rental charge 
has been recognised in the income statement and accrued as a liability in the balance sheet.
(f) Retirement benefit costs
  Contributions in respect of the group’s defined contribution retirement scheme are charged to the profit and loss account as they fall due.
30.  Profit/ (2009 loss) for the year
As permitted by Section 408 of the Companies Act 2006 the company has elected not to present its own profit and loss account for the year. Brooks 
Macdonald Group plc reported profit after tax for the financial year ended 30 June 2010 of £1,350,405 (2009: loss £591,438).
Auditors’ remuneration for audit and other services to the company are set out in note 4.
The average number of employees during the year was nine (2009: seven).
Directors’ emoluments are set out in note 5. Annual Report & Accounts 2010
43
Brooks Macdonald Group plc
Notes to the Company accounts
31. Dividends
Details of the company’s dividends paid and proposed for approval at the Annual General Meeting are set out in note 9. 
32. Investments
  2010 2009 
Subsidiary undertakings  £ £
Cost at 1 July 2009  4,885,907 4,696,285
Additions  251,164 189,622
Cost at 30 June 2010  5,137,071 4,885,907
 
Listed investments    
Cost at 1 July 2009  - -
Additions  194,177 -
Cost at 30 June 2010  194,177 -
 
Details of the subsidiary undertakings of the company as at 30 June 2010 all of which were wholly owned and included in the consolidated financial 
statements are given below:
Company Type of share Country of incorporation Nature of business
Brooks Macdonald Financial Consulting Limited Ordinary 5p UK Financial consulting
Brooks Macdonald Asset Management Limited Ordinary £1 UK Investment management
Brooks Macdonald Nominees Limited (see below) Ordinary £1 UK Nominee Services
Brooks Macdonald Asset Management (Tunbridge Wells) Limited (see below) Ordinary £1 UK Investment management
Brooks Macdonald Nominees Limited changed its name from Brooks Macdonald Services Limited and the company ceased trading on 30 June 2009. 
The trading activity of Brooks Macdonald Nominees Limited was transferred to Brooks Macdonald Asset Management Limited and was not a 
discontinued trading activity
Brooks Macdonald Asset Management (Tunbridge Wells) Limited became a wholly owed subsidiary of Brooks Macdonald Asset Management Limited 
on 4 September 2009. The company’s trading activities at that date were transferred to Brooks Macdonald Asset Management Limited and the 
company ceased to trade.
The listed investment represents the purchase of shares in an AIM listed company called Braemar Group plc , which on 6 July 2010, became a wholly 
owned subsidiary of Brooks Macdonald Group plc. Details of which are given in note 28.
33. Share capital
Details of the share capital of the company together with changes thereto, options thereon and share based payments are provided in note 19 to 
the consolidated accounts.  Annual Report & Accounts 2010 Brooks Macdonald Group plc
44
34. Reserves
  2010 2009 
  £ £
Profit and loss account   
At 1 July 2009  43,826 984,741
Retained profit /(loss) for the year  1,350,405 (591,438)
Dividends paid  (857,020) (349,477)
At 30 June 2010  537,211 43,826
  Share premium Share option reserve 
  £ £
At 1 July 2009  1,621,303 647,782
Shares issued  391,124 -
Share based payments  - 251,164
At 30 June 2010  2,012,427 898,946
35. Reconciliation of movements in shareholders’ funds
  2010 2009 
  £ £
Opening shareholders’ funds   2,413,073 3,113,782
Profit /(loss)for the year  1,350,405 (591,438)
Dividends paid  (857,020) (349,477)
Share based payments  251,164 189,622
Share capital issued  393,413 50,584
Net (reduction)/addition to shareholders funds  1,137,962 (700,709)
Closing shareholders’ funds  3,551,035 2,413,073
36. Lease commitments 
The company has non-cancellable operating leases in respect of land and buildings with an annual charge which expire:
  2010 2009 
  £ £
Within one year   - 36,713
In the second year to fifth year inclusive   661,754 53,000
Notes to the Company accounts
37. Related party transactions
The company has taken advantage of the exemption given by FRS 8 not to disclose transactions and balances with its subsidiaries. Details of 
directors’ related party transactions are detailed in note 27 to the consolidated financial statements.
38. Post balance sheet events
On 6 July 2010, the company acquired 100% of the issued share capital in Braemar Group plc, an AIM listed company incorporated in the United 
Kingdom. Braemar Group plc trading activities are fund management and property management.  Annual Report & Accounts 2010
45
Brooks Macdonald Group plc
Explanation of AGM Business
Enclosed with this document is a notice convening the annual general 
meeting of the company for 19 October 2010. This explanatory note 
gives further information on resolutions numbered 2 to 13 set out in the 
notice of AGM.
Resolution 2 – To declare a final dividend
The directors recommend a final dividend of 6.0 pence per ordinary 
share. Subject to approval by shareholders, the final dividend will be 
paid on 25 October 2010 to shareholders on the register on 24 
September 2010.
Resolutions 3 to 8 – To re-elect certain of the directors
Nicholas Holmes, Andrew Shepherd and Colin Harris have all been 
appointed as additional directors since the annual general meeting in 
2009 and, accordingly, the company’s articles of association require 
them to retire from office at this annual general meeting and offer 
themselves for re-election.
In addition, the company’s articles of association state that one third of 
the other directors (or the nearest whole number closest to one third) 
must retire from office at each annual general meeting and offer 
themselves for re-election. In addition, any director who has been in 
office for more than three years since their last appointment or 
re-appointment should also retire and offer themselves for re-election. 
Christopher Macdonald, Christopher Knight and Simon Wombwell are 
therefore offering themselves for re-election on this basis.
Information on each of the directors standing for re-election is set out 
below. The Chairman confirms that each of the directors offering 
themselves for re-election has extensive relevant experience of the group 
and its business. The board is therefore of the opinion that all such 
persons should be re-elected to the board.
Nicholas Holmes (39), joined the Group in 1996 as a trainee and headed 
an investment team in London from 2006 before he was appointed joint 
managing director of Brooks Macdonald Asset Management Limited in 
September 2008. In April of 2010 Nicholas was appointed to the  
group board.
Andrew Shepherd (37), started working in financial services in 1994 and 
was investment director for AFPS Asset Management before joining 
Brooks Macdonald Asset Management in 2002 where he headed an 
investment team before becoming joint managing director in September 
2008.In April of 2010 Andrew was appointed to the group board.
Colin Harris (56), non-executive director, is a qualified solicitor and a 
member of the Law Society of Scotland. Colin worked for Aon as in 
house legal counsel before joining Newton Investment Group in 1985 
where he was chief executive officer from 1998 until his retirement in 
2002. Since retirement Colin has held a number of non-executive posts 
and is currently a non-executive director for Longbow Capital LLP and is 
a trustee of Sevenoaks School Foundation. 
Christopher Macdonald (49), chief executive officer, was one of the 
founding directors of the company in 1991and he has worked in private 
client fund management since 1981. As CEO Chris is responsible for the 
overall strategy and growth of the group and he was instrumental in the 
successful admission to AIM in 2005. Chris has won numerous 
investment awards, is a fellow of the Institute of Professional 
Development and he is a non executive director of Invesco Perpetual 
AIM VCT plc.
Chris Knight (64), has been a non-executive director of Brooks 
Macdonald Group since 2002; he was appointed Chairman in 2005. A 
chartered accountant, Chris was an investment banker for nearly 30 
years, for much of that time with Morgan Grenfell and, following its 
takeover, with Deutsche Bank. He has extensive corporate finance 
experience gained during his banking career in London, New York and 
Hong Kong.He is a non-executive director of Intertek Group plc and of 
Powerflute Oyj.
Simon Wombwell (49), has spent his entire career in the financial 
services industry, primarily involved in the development, sales and 
marketing of investment products and has been a non-executive 
director of Brooks Macdonald Group since 2002. He joined Newton 
Fund Managers in 1994 where he performed a number of roles before 
being appointed Managing Director of Newton Fund Managers in 1998. 
Following the acquisition of Newton by Mellon Bank he was also 
appointed head of UK Distribution for Mellon Global Investments. He 
left Newton Fund Managers and Mellon Global Investments in 2004 and 
was Head of UK Sales and Marketing for Scottish Widows Investment 
Partnership from 2004 until 2010. Simon is an Associate of the Society 
of Investment Professionals.
Explanation of AGM Business  Annual Report & Accounts 2010 Brooks Macdonald Group plc
46
Resolution 9 – To re-appoint Moore Stephens LLP as auditors
This Resolution proposes that Moore Stephens LLP should be re-
appointed as the company’s auditors and authorises the directors to 
determine their remuneration.
Resolution 10 – Authority to allot shares
The Companies Act 2006 prevents directors from allotting unissued 
shares without the authority of shareholders in general meeting. In 
certain circumstances this could be unduly restrictive. The directors’ 
existing authority to allot shares, which was granted at the annual 
general meeting held in 2009, will expire at the end of this year’s annual 
general meeting.
Resolution 10 in the notice of annual general meeting will be proposed, as 
an ordinary resolution, to authorise the directors to allot ordinary shares of 
1 pence each in the capital of the company up to a maximum nominal 
amount of £34,150 (i.e. up to 3,415,000 ordinary shares) representing 
approximately 33% of the ordinary shares in issue on 24 September 2010.  
The company does not currently hold any shares in treasury.
The authority conferred by this resolution will expire on the date which 
is fifteen months after the passing of this resolution or, if sooner, at the 
end of next year’s annual general meeting.
The directors have no present plans to allot unissued shares other than 
on the exercise of share options under the company’s employee share 
option schemes. However, the directors believe it to be in the best 
interests of the company that they should continue to have this 
authority so that such allotments can take place to finance appropriate 
business opportunities that may arise.
Resolution 11 – To disapply pre-emption rights
Unless they are given an appropriate authority by shareholders, if the 
directors wish to allot any of the unissued shares for cash or grant rights 
over shares or sell treasury shares for cash (other than pursuant to an 
employee share scheme) they must first offer them to existing 
shareholders in proportion to their existing holdings.  This is known as 
pre-emption rights.
The existing disapplication of these statutory pre-emption rights, which 
was granted at the annual general meeting held in 2009, will expire at 
the end of this year’s annual general meeting. Accordingly, resolution 11 
in the notice of annual general meeting will be proposed, as a special 
resolution, to give the directors power to allot shares without the 
application of these statutory pre-emption rights: first, in relation to 
offers of equity securities by way of rights issue, open offer or similar 
arrangements; and second, in relation to the allotment of equity 
securities for cash up to a maximum aggregate nominal amount of 
£5,120 (i.e. up to 512,000 ordinary shares) (representing approximately 
5% of the ordinary shares in issue on 24 September 2010).
The authority sought and limits set by this resolution will also apply to a 
sale by the company of any shares it holds as treasury shares.  The 
Treasury Share Regulations allow shares purchased by the company out 
of distributable profits to be held as treasury shares, which may then be 
cancelled, sold for cash or used to meet the company’s obligations 
under its employee share based incentive schemes.  Any subsequent 
transfers of treasury shares by the company to satisfy the requirements 
of employee share-based incentive schemes will be counted towards the 
anti-dilution limits for such share issues to the extent required by the 
Association of British Insurers guidelines.
The power conferred by this resolution will expire on the date which 
falls fifteen months after the passing of this resolution or, if sooner, at 
the end of next year’s annual general meeting.
Resolution 12 – Company’s authority to purchase its own shares
Resolution 12 in the notice of annual general meeting, which will be 
proposed as a special resolution, will authorise the company to make 
market purchases of up to 1,000,000 ordinary shares. The existing 
authority to make market purchases of ordinary shares, which was 
granted at the annual general meeting held in 2009, will expire at the 
end of this year’s annual general meeting.
The number of ordinary shares stated in this resolution equals 
approximately 10% of the company’s ordinary shares in issue on 24 
September 2010. The minimum price that may be paid is the nominal 
value of an ordinary share (i.e. 1 pence), and the maximum price shall 
not exceed 5% above the average of the middle market quotations for 
an ordinary share for the five business days before each purchase is 
made (exclusive of expenses).
Explanation of AGM Business  Annual Report & Accounts 2010
47
Brooks Macdonald Group plc
The authority conferred by this resolution will expire on the date which 
falls fifteen months after the passing of this resolution or, if sooner, at 
the end of next year’s annual general meeting.
The directors are committed to managing the company’s capital 
effectively. Although the directors have no plans to make such 
purchases, buying back the company’s ordinary shares is one of the 
options they keep under review. Purchases would only be made after 
considering the effect on earnings per share, and the benefits for 
shareholders generally.
The company may hold in treasury any of its own shares that it purchases 
pursuant to the Treasury Share Regulations and the authority conferred by 
this resolution. This would give the company the ability to re-issue 
treasury shares quickly and cost effectively and would provide the 
company with greater flexibility in the management of its capital base.
Resolution 13 – Adoption of new Long Term Incentive Scheme 
In order to further align the interests of senior employees with those of 
shareholders, the board is now proposing to introduce a new incentive 
scheme, the Brooks Macdonald Group Long Term Incentive Scheme (the 
“LTIS”), under which it may grant nil-price options. Options will vest 
after three years, subject to the satisfaction of appropriately stretching 
performance conditions. For the initial awards, the board proposes to 
use performance conditions similar to those used under the existing 
incentive scheme.
A copy of the rules of the LTIS is available for inspection at the registered 
office of the company at 111 Park Street, London W1K 7JL during 
normal business hours on any weekday and at the place of the AGM for 
at least 15 minutes prior to and at the annual general meeting.  In 
addition the principal terms of the rules of the LTIS are summarised in 
the appendix to the notice of annual general meeting.
Resolution 13 in the notice of annual general meeting, which will be 
proposed as an ordinary resolution, will adopt the LTIS in the form of 
the draft rules produced to the meeting (and summarised in the 
appendix to the notice of AGM) and authorise the directors to 
implement the LTIS.
Explanation of AGM Business  Annual Report & Accounts 2010 Brooks Macdonald Group plc
48
Notice is given that the annual general meeting of Brooks Macdonald 
Group plc (the “Company”) will be held at 111 Park Street, London W1K 
7JL on Tuesday 19 October 2010 at 9.30 a.m. for the following purposes.
Ordinary Business
To resolve as ordinary resolutions:
1   To receive and consider the accounts and reports of the directors 
and the auditors for the year ended 30 June 2010.
2   To declare a final dividend of 6.0 pence per Ordinary Share for the 
year ended 30 June 2010.
3   To re-elect Christopher Macdonald as a director.
4   To re-elect Christopher Knight as a director.
5   To re-elect Simon Wombwell as a director.
6   To re-elect Nicholas Holmes as a director.
7   To re-elect Colin Harris as a director.
8   To re-elect Andrew Shepherd as a director.
9   To re-appoint Moore Stephens LLP as the Company’s auditors and 
to authorise the directors to determine their remuneration.
Special Business
Directors’ authority to allot shares
To resolve as an ordinary resolution:
10   That the directors be generally and unconditionally authorised 
pursuant to section 551 of the Companies Act 2006 (“the Act”) to 
exercise all the powers of the Company to allot shares in the 
Company and to grant rights to subscribe for, or to convert any 
security into, shares in the Company (“Relevant Securities”), up to a 
maximum aggregate nominal amount of £34,150, for a period 
expiring (unless previously revoked, varied or renewed) on the date 
which is fifteen months after the passing of this resolution or, if 
sooner, the end of the next annual general meeting of the 
Company.  However, in each case the Company may make an offer 
or agreement which would or might require Relevant Securities to 
be allotted after this authority expires and the directors may allot 
Relevant Securities in pursuance of such offer or agreement as if this 
authority had not expired.
  All previous unutilised authorities given to the directors pursuant to 
section 551 of the Act shall cease to have effect at the conclusion of 
the annual general meeting, save to the extent that those authorities 
are exercisable pursuant to section 551(7) of the Act by reason of 
any offer or agreement made prior to the date of this resolution 
which would or might require shares to be allotted or rights to be 
granted on or after that date.
Disapplication of pre-emption rights
To resolve as a special resolution:
11   That, subject to the passing of resolution 10 above, the directors be 
generally empowered pursuant to sections 570 and 573 of the Act 
to allot equity securities (within the meaning of section 560 of the 
Act) for cash, pursuant to the authority conferred by resolution 10, 
as if section 561 of the Act did not apply to such allotment, 
provided that this power shall expire on the date which is fifteen 
months after the passing of this resolution or, if sooner, the end of 
the next annual general meeting of the Company.  This power shall 
be limited to the allotment of equity securities:
11.1   in connection with an offer of equity securities (including, without 
limitation, under a rights issue, open offer or similar arrangement) in 
favour of holders of Ordinary Shares in the capital of the Company 
in proportion (as nearly as may be practicable) to their existing 
holdings of Ordinary Shares but subject to such exclusions or other 
arrangements as the directors deem necessary or expedient in 
relation to fractional entitlements or any legal, regulatory or practical 
problems under the laws of any territory, or the requirements of any 
regulatory body or stock exchange; and 
11.2   otherwise than pursuant to paragraph 11.1 up to an aggregate 
nominal amount of £5,120;
  but the Company may, before such expiry, make an offer or 
agreement which would or might require equity securities to be 
allotted after this power expires and the directors may allot equity 
securities in pursuance of such offer or agreement as if this power 
had not expired.
  This power applies in relation to a sale of shares which is an 
allotment of equity securities by virtue of section 560(2)(b) of the 
Act as if in the first paragraph of this resolution the words “pursuant 
to the authority conferred by resolution 10” were omitted.
  All previous unutilised powers given to the directors pursuant to 
sections 570 and 573 of the Act shall cease to have effect at the 
conclusion of this annual general meeting.
Company’s authority to purchase its own shares
To resolve as a special resolution:
12   That the Company be generally authorised pursuant to section 701 of 
the Act to make market purchases (within the meaning of section 
693(4) of the Act) of its Ordinary Shares of £0.01 each on such terms 
and in such manner as the directors shall determine, provided that:
Notice Of Annual General Meeting Annual Report & Accounts 2010
49
Brooks Macdonald Group plc
12.1   the maximum number of Ordinary Shares hereby authorised to be 
purchased is 1,000,000;
12.2   the maximum price which may be paid for each Ordinary Share 
shall be 5% above the average of the middle market quotations for 
an Ordinary Share (as derived from The Stock Exchange Daily 
Official List) for the five business days immediately before the day on 
which the purchase is made (in each case exclusive of expenses);
12.3   the minimum price which may be paid for each Ordinary Share shall 
be £0.01; and
12.4   this authority (unless previously revoked, varied or renewed) shall 
expire on the date which is fifteen months after the passing of this 
resolution or, if sooner, the end of the next annual general meeting 
of the Company, except in relation to the purchase of Ordinary 
Shares the contract for which was concluded before such date and 
which will or may be executed wholly or partly after such date.
Adoption of new Long Term Incentive Scheme
To resolve as an ordinary resolution:
13   That:
13.1   the new Brooks Macdonald Group Long Term Incentive Scheme 
(the “LTIS”), the draft rules of which are to be produced to the 
meeting marked “LTIS Rules”, and (for the purposes of identification 
only) initialled by the Chairman, be adopted and that such rules be 
and are hereby approved in the form of the draft; and 
13.2   the directors (or an appropriately constituted committee of 
directors) are hereby authorised to do all acts and things which 
they may consider necessary or expedient for implementing, 
giving effect to and operating the LTIS approved under the 
preceding paragraph of this resolution.
By order of the Board
S J JACKSON
Secretary
23 September 2010
Registered Office: 
111 Park Street, London, W1K 7JL
NOTES:
Rights to appoint a proxy
1   Members of the Company are entitled to appoint a proxy to 
exercise all or any of their rights to attend and to speak and vote at 
a meeting of the Company.  A proxy does not need to be a 
member of the Company.  A member may appoint more than one 
proxy in relation to a meeting provided that each proxy is 
appointed to exercise the rights attached to a different share or 
shares held by that member.
2   A proxy form which may be used to make such appointment and 
give proxy directions accompanies this notice.  If you do not 
receive a proxy form and believe that you should have one, or if 
you require additional proxy forms in order to appoint more than 
one proxy, please contact Capita Registrars Limited, PXS, The 
Registry, 34 Beckenham Road, Kent  BR3 4TU.
Procedure for appointing a proxy
3   To be valid, the proxy form must be received by post or (during 
normal business hours only) by hand at Capita Registrars Limited, 
PXS, The Registry, 34 Beckenham Road, Kent BR3 4TU no later than 
9.30a.m. 17 October 2010.  It should be accompanied by the 
power of attorney or other authority (if any) under which it is 
signed or a notarially certified (or certified by a solicitor with a 
current practising certificate) copy of such power or authority.
4   The return of a completed proxy form will not preclude a member 
from attending the annual general meeting and voting in person if 
he or she wishes to do so.
Record date
5   To be entitled to attend and vote at the annual general meeting 
(and for the purpose of the determination by the Company of the 
votes they may cast), members must be registered in the register of 
members of the Company at 6.00 p.m. on 17 October 2010 (or, in 
the event of any adjournment, 48 hours before the time of the 
adjourned meeting).  Changes to the register of members after the 
relevant deadline will be disregarded in determining the right of 
any person to attend and vote at the meeting.
Notice Of Annual General Meeting Annual Report & Accounts 2010 Brooks Macdonald Group plc
50
Corporate representatives
6   Any corporation which is a member can appoint one or more 
corporate representatives who may exercise on its behalf all of its 
powers as a member provided that they do not do so in relation to 
the same shares.
Other rights of members
7   Any member attending the meeting has the right to ask questions.  
The Company must cause to be answered any such question 
relating to the business being dealt with at the meeting but no 
such answer need be given if (a) to do so would interfere unduly 
with the preparation for the meeting or involve the disclosure of 
confidential information, (b) the answer has already been given on 
a website in the form of an answer to a question, or (c) it is 
undesirable in the interests of the company or the good order of 
the meeting that the question be answered.
Documents available for inspection
8   There will be available for inspection at the registered office of the 
Company during normal business hours on any weekday 
(excluding Saturdays and public holidays) and at the place of the 
meeting for at least 15 minutes prior to and during the annual 
general meeting copies of:
 • the service contract of each executive director;
 •  the letter of appointment of each non-executive director;  
[and]
 •  the draft rules of the Brooks Macdonald Group Long Term 
Incentive Scheme.
Notice Of Annual General Meeting Brooks Macdonald Group plc
FORM OF PROXY
ANNUAL GENERAL MEETING 19 OCTOBER 2010 AT 9.30 AM
Please read the notice of meeting and the explanatory notes below before completing this form.
I/We (see note 5)   Name
 
 
Address
 
being a member/members of the above-named Company hereby appoint the [chairman of the meeting] (see note 6) OR
Name
 
Address
 
as my/our proxy to attend, speak and vote in my/our name and on my/our behalf at the annual general meeting of the Company to be held on 19 
October 2010 at 9.30 am and at any adjournment thereof. 
 
Please tick this box if this proxy appointment is one of multiple appointments being made by the same member (see note 3).
 
The above proxy is appointed to exercise the rights attached to [all] OR 
Number of shares
 
(see notes 2 and 3) of the Ordinary Shares 
held by me.
I/we direct my/our proxy to vote on the resolutions set out in the notice of annual general meeting as I/we have indicated by placing a mark in the 
appropriate box below (see notes 7 and 8).
Ordinary Business FOR AGAINST VOTE WITHHELD
Resolution 1: Ordinary resolution to receive and consider the Annual Report and Accounts for the year ended 30 June 2010
Resolution 2: Ordinary resolution to declare a final dividend of 6.0 pence per Ordinary Share
Resolution 3: Ordinary Resolution to re-elect Christopher Macdonald as a director
Resolution 4: Ordinary resolution to re-elect Christopher Knight as a director 
Resolution 5: Ordinary resolution to re-elect Simon Wombwell as a director
Resolution 6: Ordinary resolution to re-elect Nicholas Holmes as a director
Resolution 7: Ordinary resolution to re-elect Colin Harris as a director
Resolution 8: Ordinary resolution to re-elect Andrew Shepherd as a director
Resolution 9: Ordinary resolution to re-appoint the Company’s auditors and authorise the directors to determine 
their remuneration
Special Business FOR AGAINST VOTE WITHHELD
Resolution 10: Ordinary resolution to give the directors authority to allot shares
Resolution 11: Special resolution to give the directors power to disapply pre-emption rights in relation to the 
allotment of shares
Resolution 12: Special resolution to give the Company a general authority to purchase its own shares
Resolution 13: Ordinary resolution to approve the rules of the new Brooks Macdonald Long Term Incentive Scheme
Signature: 
   
Date: 
 / /2010
(To be valid, this proxy form must be signed) (see note 11)
Notes:
Your rights to appoint a proxy
1   As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend and to speak and vote at a meeting of the Company.  A proxy does not need to 
be a member of the Company.  You may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or 
shares held by you.
2   You may appoint a proxy in respect of all or some only of the shares held by you.  If you do not want to appoint a proxy in respect of all of the shares held by you, delete the word “all” in 
square brackets and insert the number of shares in respect of which you wish to appoint your proxy in the box provided.  If you sign and return this proxy form with no number inserted, you 
will be deemed to have appointed your proxy in respect of all of the shares held by you.
3   If you require additional proxy forms in order to appoint more than one proxy, please contact the Company’s registrar, Capita Registrars Limited, or you may copy this form.  Please indicate 
by ticking the box provided if the proxy appointment is one of multiple appointments being made.  You must also indicate in the separate box the number of shares in relation to which the 
proxy holder is authorised to act as your proxy.  All proxy forms must be signed and should, wherever possible, be returned together in one envelope.
4   If you appoint a proxy, this does not preclude you from attending the meeting and voting in person.
Procedure for appointing a proxy
5  Please insert your full name and address in block capitals in the box.
6   To appoint as your proxy a person other than the chairman of the meeting, delete the words in square brackets and insert the full name and address of your chosen proxy in block capitals in 
the box.  If you sign and return this proxy form with no name inserted in the box, the chairman of the meeting will be deemed to be your proxy.  Where you appoint as your proxy someone 
other than the chairman of the meeting, it is your responsibility to ensure that that person attends the meeting and is aware of your voting intentions.  If you wish your proxy to make any 
comments on your behalf, you will need to appoint someone other than the chairman of the meeting and give that person your directions.
Directing your proxy how to vote
7   To direct your proxy how to vote on the resolutions mark the appropriate box with a “ ✓”or an “X”.  If no voting direction is given, your proxy can vote or abstain from voting as he or she 
chooses.  Your proxy has the right to vote (or abstain from voting) as he or she chooses in relation to any other business (including a resolution to adjourn the meeting or to amend a 
resolution) which may properly come before the meeting.
8   The “vote withheld” option is provided to enable you to abstain on any particular resolution.  However, it should be noted that a “vote withheld” is not a vote in law and will not be counted 
in the calculation of the proportion of the votes “for” and “against” a resolution.
Other
9   To be valid, this proxy form must be received by post or (during normal business hours only) by hand at Capita Registrars Limited, PXS, The Registry, 34 Beckenham Road, Kent BR3 4TU no 
later than 9.30 am on Friday 15 October 2010.
10   In the case of joint holders of any share, where more than one of the joint holders purports to appoint a proxy in respect of the same share, only the appointment submitted by the person 
whose name stands first in the register as one of the joint holders will be accepted.
11   This proxy form must be signed and dated by the member or his or her attorney duly authorised in writing.  In the case of a member which is a company, this proxy form must be executed 
under its common seal or signed on its behalf by an officer of the company or an attorney for the company.  Any power of attorney or other authority under which this proxy form is signed, 
or a copy of such power or authority, must be included with the proxy form.
12   In accordance with Regulation of the Uncertified Securities Act only those shareholders entered on the register of members at 6.00 pm on Friday 15 October 2010 are entitled to attend and 
vote at the annual general meeting to be held at 9.30 am on 19 October 2010.
FOLD
FOLD  Directors
C J Knight  Chairman
C A J Macdonald Chief Executive
J M Gumpel  
N I Holmes (appointed 12 April 2010) 
S J Jackson  Finance director
N H Lawes  
A W Shepherd (appointed 12 April 2010) 
R H Spencer  
C R Harris (appointed 14 July 2010) Non-executive director
S P Wombwell  Non-executive director
Company Secretary
S J Jackson
Offices
110 & 111 Park Street London W1K 7JL
The Long Barn Dean Estate Wickham Road Fareham PO17 5BN
55 King Street Manchester M2 4LQ
2 Mount Ephraim Road Tunbridge Wells TN1 1EE
10 Melville Crescent Edinburgh EH3 7LU
Braemar Group  - Richmond House Heath Road Hale Cheshire WA14 2XP
Registered Office
111 Park Street London W1K 7JL
Registered Number
4402058
Auditors
Moore Stephens LLP  
150 Aldersgate Street London EC1A 4AB
Solicitors
Macfarlanes LLP  
20 Cursitor Street London EC4A 1LT
Principal Bankers
The Royal Bank of Scotland plc 
Registrars
Capita Registrars Limited 
The Registry 34 Beckenham Road Kent BR3 4TU
Nominated adviser and broker
Collins Stewart Europe Limited  
9th Floor 88 Wood Street London EC2V 7QR
Directors and advisers